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05/03/2017 - Special Minutes - Rock Prairie Management District No. 2
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS May 3, 2017 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in special session, open to the public on May 3, 2017, at 809 University Drive East, Suite 101A, College Station, Brazos County, Texas 77840, in accordance with the duly posted notice of special meeting, and the roll was called of the duly constituted members of said Board of Directors, as follows: Uri Geva- President Hays Glover—Vice President Kamal Ariss—Assistant Vice President Jeffrey W. Brown- Secretary Randall G. Rother—Assistant Secretary and all of said persons were present, except Directors Ariss and Brown, thus constituting a quorum. Also present were James Murr of College Station Town Center, L.P. ("CSTC"); Cynthia Colondres of Municipal Accounts & Consulting, L.P.; Avik Bonnerjee of B&A Municipal Tax Service, LLC; and Christina Cole of Schwartz, Page & Harding, L.L.P. ("SPH"). The President called the meeting to order and declared same open for such business as might properly come before it. APPROVAL OF MINUTES As the first order of business, the Board considered approval of the minutes of its meeting held on November 13, 2015. After review and discussion, Director Geva moved that the minutes for said Board meeting be approved, as written. Director Glover seconded said motion, which unanimously carried. RATIFY ACTIONS TAKEN ON BEHALF OF THE BOARD AND DISTRICT The Board considered approving and ratifying the acceptance and execution by the President of the Board of the proposals for the District's insurance coverages for the period ending July 30, 2017, attached hereto as Exhibit A. After discussion, Director Rother moved to approve and ratify the acceptance and execution of such insurance proposals by the President of the Board. Director Geva seconded said motion, which unanimously carried. Ms. Cole advised the Board that, pursuant to Section 123.061 of the Texas Election Code, the District is required to complete and file a Voting System Annual Filing Form (the "Form") with the Secretary of State to provide information related to District elections, and that such Form must be filed prior to July 15 of each year. She stated that in order to avoid non- compliance with the filing requirements of the Office of the Secretary of State of Texas, said Form was timely filed on behalf of the District. After discussion, Director Rother moved that the prior preparation and filing of the Form by SPH be ratified and approved in all respects. Director Geva seconded the motion, which carried unanimously. The Board considered the Annual Financial Report (the "AFR") for the District's fiscal year ended May 31, 2016, a copy of which is attached hereto as Exhibit B. Ms. Cole advised the Board that, pursuant to Texas Water Code, Section 49.198, the AFR is required to be filed with the Texas Commission on Environmental Quality (the "TCEQ") forty-five (45) days following the end of its fiscal year, and that pursuant to Section 140.008, Texas Local Government Code, the AFR was required to be filed with the Comptroller of Public Accounts within 210 days following May 31, 2016. She stated that in order to avoid non-compliance with such filing requirement, MAC prepared the AFR and SPH filed same with the TCEQ and Comptroller prior to the filing deadline. After discussion, Director Rother moved that the AFR, and all actions taken on behalf of the District to complete and file same with the TCEQ and the Comptroller, be approved and ratified in all respects. The motion was seconded by Director Geva and carried by unanimous vote. Ms. Cole advised the Board that the District does not possess the power of eminent domain and that the item on the agenda pertaining to same was included inadvertently. Ms. Cole next presented and reviewed with the Board Special Warranty Deeds from CSTC to the District, and from the District to the City of College Station ("City") relative to 5.903 acres of land for the Lakeway Drive extension, both of which were executed by Director Geva outside of a Board meeting. Ms. Cole advised the Board that the land was conveyed from CSTC to the District and from the District to the City in order that CSTC's reimbursement rights for the land costs of the property would be preserved. Following discussion, Director Geva moved that the Board ratify (i) acceptance and execution of the Special Warranty Deed from CSTC to the District and (ii) execution of the Special Warranty Deed from the District to the City. The motion was seconded by Director Rother and carried by unanimous vote. AUTHORIZE REQUEST TO CITY OF COLLEGE STATION FOR RE-APPOINTMENT AND/OR REPLACEMENT OF DIRECTORS Ms. Cole next advised the Board that pursuant to the City's appointment, the terms of office of Director Brown who serves in Position No. 4 on the Board and Director Ariss who serves in Position No. 5 on the Board will expire on June 1, 2017, and that it is the Board's responsibility to nominate replacements or reappointments for those Positions for the City's consideration. Following discussion Director Glover moved for the nomination of Jonathan Stark to Position No. 4 for a term expiring June 1, 2021. The motion was seconded by Director Geva and carried by unanimous vote. Director Rother then moved for the nomination of Director Ariss to Position No. 5 for a term expiring June 1, 2021. The motion was seconded by Director Geva and carried by unanimous vote. Ms. Cole then advised the Board that with its consent, SPH will forward the nominations for Position Nos. 4 and 5 to the City for its consideration. Director Rother moved that SPH be authorized to provide the Board's nominations for appointment of Jonathan Stark and Director Ariss to Position Nos. 4 and 5, - 2 - 459380-1 respectively, to the City for its consideration. The motion was seconded by Director Geva and carried by unanimous vote. ENGAGEMENT OF TAX ASSESSOR/COLLECTOR The Board next considered the engagement of a tax assessor/collector for the District. Ms. Cole introduced Mr. Bonnerjee of B&A to the Board. Mr. Bonnerjee provided his company's background and qualifications and presented a proposed Agreement for Services of Tax Assessor/Collector. Ms. Cole advised the Board that SPH has reviewed the agreement and provided comments to same, which have been incorporated in said agreement. She also reported that B&A has filed Texas Ethics Commission ("TEC") Form 1295 with the TEC and has provided the District with a copy of said form. Following review and discussion, Director Geva moved that (i) B&A be engaged as Tax Assessor/Collector, subject to the terms of the agreement presented, (ii) the President be authorized to execute same, (iii) the District accept B&A's TEC Form 1295, and (iv) SPH be authorized to acknowledge the District's receipt of same with the TEC. The motion was seconded by Director Glover and carried by unanimous vote. A copy of the Agreement for Tax Assessor/Collector Services thus approved is attached hereto as Exhibit C. BOOKKEEPING REPORT Ms. Colondres presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit D, including checks presented for payment. After discussion on the matter, Director Geva moved that said Bookkeeping Report be approved and that the checks identified in the report be approved for payment. Director Glover seconded the motion, which unanimously carried. OPERATING BUDGET FOR FISCAL YEAR ENDING MAY 31, 2016 Ms. Colondres next presented draft budgets for the District's fiscal years ending May 31, 2017, and May 31, 2018. In connection therewith, Ms. Cole advised the Board that, pursuant to Section 7(e) of the City of College Station, Texas (the "City") Resolution No. 07-09-15-02 (which provided the City's consent to the creation of the District), the City shall have the right to review the District's annual budget. After discussion on the proposed budgets, Director Geva moved that SPH be authorized to forward the District's proposed budgets for the fiscal years ending May 31, 2017 and May 31, 2018 to the City for its review and comment prior to adoption at the next Board meeting. Director Glover seconded said motion which unanimously carried. ENGINEER'S REPORT The Board deferred consideration of the Engineer's Report, as no representative of the District's Engineer was presented and no report was prepared for this meeting. - 3 - 459380-1 DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr provided an update on the development plans for the District and informed the Board that the City Council of the City of College Station recently approved the entitlement. ORDER ESTABLISHING MEETING PLACE OUTSIDE THE DISTRICT The Board next discussed the designation of a new meeting place for the Board outside the boundaries of the District. Ms. Cole advised the Board that Mr. Murr has relocated his offices to 4121 State Highway 6 South, College Station, Texas 77845. In light of the foregoing, the Board discussed the designation of a new meeting place outside the boundaries of the District. Ms. Cole stated that in connection with the designation of a new meeting place, it would be necessary to publish a Notice regarding same one (1) time in a newspaper of general circulation in the District. After discussion, it was moved by Director Geva, seconded by Director Rother and unanimously carried that(i)the District establish a new meeting place of the Board at 4121 State Highway 6 South, College Station, Texas 77845, (ii) the attached Order Establishing Meeting Place Outside the District be adopted, and (iii) SPH be authorized and directed to publish Notice of Designation of Meeting Place of Board of Directors Outside the District in The Eagle newspaper. A copy of the Order thus adopted and the Notice authorized for publication are attached hereto as Exhibit E. ATTORNEY'S REPORT The Board considered the Attorney's Report. Ms. Cole advised the Board that she had nothing of a legal nature to discuss with the Board that was not already covered under previous agenda items. FUTURE AGENDA ITEMS The Board considered items for placement on future agendas. No specific agenda items, other than routine and ongoing matters were requested to be placed on a future agenda. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Glover, seconded by Director Geva, and unanimously carried,the meeting was adjourned. etary -4 - 459380-1 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of May 3, 2017 Exhibit A - Proposals for Renewal of the District's Insurance Exhibit B - Annual Financial Report for fiscal year ended May 31, 2016 Exhibit C - Agreement for Tax Assessor/Collector Services Exhibit D - Bookkeeper's Report Exhibit E - Order Establishing Meeting Place Outside the District and Notice of Designation of Meeting Place of Board of Directors Outside the District - 5 - 459380-1 EXHIBIT "A" Insurance Proposal Prepared for Rock Prairie Mgmt District #2 McDonald & Wessendorff INSURANCE McDonald & Wessendorff Insurance Welcome! Thank you for choosing us for your insurance needs. Finding the right people for the right job can be difficult, especially when dealing with insurance. We at McDonald & Wessendorff Insurance are dedicated to "Growing Relationships" with our clients. The following material about this insurance program is designed specifically for you. Please contact us at 281-342-6837 with any questions, comments or concerns. McDonald &Wessendorff Insurance: Dan McDonald, CEO Peggy Bohn, COO Direct#281-633-3208 Direct#281-762-5213 Email: dan.mcdonald@mcwess-insurance.com Email: peggy.bohn@mcwess-insurance.com Jana Curlee, Account Executive Katrina Thornhill, Account Executive Accounts G-J Accounts K-Z Direct#281-633-3204 Direct#281-633-3200 Email:jana.curlee©mcwess-insurance.com Email: katrina.thornhill@mcwess-insurance.com Kathryn Williams, Account Executive Carrie Hitchcock Accounts A-F Waterworks CSR Direct##281-762-5215 Direct#281-762-5216 Email: kathryn.williams@mcwess-insurance.corn Email: carrie.hitchcock@mcwess-insurance.corn McDonald&Wessendorff Insurance•611 Morton • Richmond,Texas 77469 PH (281) 342-MUDS(6837)•Fax: (281) 341-MUDS(6837) Plan Coverages Property • Real and Personal Property Coverage based on Replacement Cost Valuation • Contractors Equipment based on Actual Cash Value Boiler& Machinery • Coverage based on repair or replacement cost valuation Comprehensive General Liability • Duty to Defend • Defense is in addition to the policy limit • Sewer Back-Up coverage provided by specific endorsement Umbrella • Increased limits are available as an alternative to the District which desires higher limits for General Liability and Business Auto Liability Pollution Liability • Legal liability protection for environmental damage and bodily injury • Clean-Up costs for third party owned premises • Both gradual and sudden occurrences are covered • Occurrence coverage form • Defense is in addition to the policy limit • No exclusion for punitive damages Directors & Officers Liability • Duty to defend • Pay on behalf in lieu of reimbursement coverage form • Defense is in addition to the policy limit (Includes Breach of Contract) • No Aggregate limit • No deductible or retention • Full prior acts coverage back to the creation of the District • Definition of claim includes coverage for declaratory and injunctive relief suits • No Failure to Supply exclusion • Employment Practices Liability included • Coverage included for libel, slander, defamation of character McDonald&Wessendorff Insurance •611 Morton• Richmond, Texas 77469 PH (281)342-MUDS(6837) • Fax: (281) 341-MUDS(6837). Rock Prairie Mgmt District#2 TYPE OF POLICY: COMMERCIAL GENERAL LIABELITY AND HIRED CAR& NON OWNERSHIP AUTOMOBILE LIABILITY PROPOSED EFFECTIVE DATE: 07/30/16 COVERAGE: 'Bodily Injury and Property Damage •Full Sewer Backup Coverage 'Punitive Damages Not Excluded -Host Liquor Liability 'Terrorism Not Excluded .No Mold Exclusion 'No Assault&Battery Exclusion 'Duty to Defend -Defense Cost Outside the Limit 'Coverage in U.S. Only • LIMITS OF LIABILITY: $1.000,000 Each Occurrence $3.000,000 General Aggregate $1,000,000 PersonaUAdvertising Injury $3,000,000 Product Liability $ 100,000 Damages to Premises Rented to You $1,000,000 Hired and Non Owned Auto Liability POLICY TERM: One Year PREMIUM: $1,173 COMPANY: Mid-Continent Casualty Company AM Best Rating: A+VIII DOES THE DISTRICT HAVE AN INTERLOCAL AGREEMENT FOR LAW ENFORCEMENT? YES/NO: IF YES,PLEASE SEND A COPY, NUMBER OF PEACE OFFICERS: THE DISTRICT WILL NEED LAW ENFORCEMENT LIABILITY&PEACE OFFICERS BOND SEE SUMMARY PAGE FOR ADDITIONAL PREMIUM. DOES THE DISTRICT OWN ANY ROADS YES/NO: J''f ACCEPTED BY: A .DATE: /. -/. l REJECTED BY:. . . . .. DATE: SUBJECT TO POLICY TERMS,CONDITIONS,LIMITATIONS AND EXCLUSIONS • McDonald&Wessendorff Insurance-611 Morton•Richmond, Texas 77469 PH (281)'342--6837(MUDS)•Fax: (281)341-6837(MUDS) 4 COMMERCIAL GENERAL LIABILITY This policy is an agreement to pay damages for which the insured is legally obligated because of bodily injury or property damage and to defend any suit brought against the insured on account of bodily injury or property damage, The policy will insure the District, any executive officers or directors thereof, and employees while acting within the scope of their duties as it applies to the following coverage's. COVERAGES PREMISES-OPERATIONS: District's Liability exposure is primarily from the existence of its' facilities or any other District property. PRODUCTS: Products and/or completed operations coverage for waterworks and sewage disposal plant operations are included in the premises-operations coverage. CONTRACTORS LIABILITY: Protects the District against claims arising out of operations performed on behalf of the District by independent contractors.Every independent contractor employed by the District should furnish a certificate of their liability insurance to the District. BLANKET CONTRACTUAL: Protects against claims arising out of the named insured assuming Liability of others under a written contract. PERSONAL INJURY:Protects against claims arising out of one or more of the following offenses committed in the conduct of the named insured's business: False arrest, libel and slander. wrongful entry or eviction and other similar offenses including invasion of the right of private occupancy and defamation or violation of right of privacy. HIRED AND NON-OWNED AUTOMOBILES: Covers liability for claims arising out of non-owned automobiles and hired automobiles being used on behalf of the District. McDonald8 Wessendorff Insurance*611 Morton •Richmond, Texas 77469 PH (281)342-6837(MUDS) - Fax: (281) 341-6837(MUDS) 5 Rock Prairie Mgnit District #2 ** OPTIONAL COVERAGE ** TYPE OF POLICY: POLLUTION LIABILITY PROPOSED EFFECTIVE DATE: 07/30/16 COVERAGE: •Occmrence Form -Legal Liability to Others-Bodily Injury and Property Damage and Clean Up Costs -Compensatory Damages -Defense Cost Outside the Limit -Punitive/Exemplary Damages Not Excluded -Terrorism Not Excluded -Mold Not Excluded EXCLUSIONS: •Statutory Eines or Penalties Unless Direct Result of Pollution Incident as Defined by the Policy -Disposal of Sludge at Landfill Site LIMIT OF LIABILITY: $1,000,000 each occurrence $3,000,000 aggregate DEDUCTIBLE: $5,000 Per CIaim for Clean Up Costs POLICY TERM: One Year PREMIUM: $750 COMPANY: Mid-Continent Casualty Company AM Best Rating: A+VIII ** OPTIONAL COVERAGE ** ACCEPTED BY: DATE:REJECTED BY: DATE:110_19 � SUBJECT TO POLICY TERMS, CONDITIONS,LIMITATIONS AND EXCLUSIONS McDonald&Wessendorff Insurance.:611:Morton •Richmond, Texas 77469 PH(281)342-6837(MUDS)• Fax:•(28.1).341-6837(MUDS) 6 Rock Prairie Mgmt District#2 TYPE OF POLICY: DIRECTORS AND OFFICERS LIABILITY PROPOSED EFFECTIVE DATE: 07/30/16 COVERAGE: •Ciaims-Made Coverage Form -Duty to Defend -Pay on Behalf in lieu of Reimbursement Coverage Form 'Full Prior Acts 'Defense Cost Outside the Limit 'Defense for Alleged Breach of Contract "Claim includes any Judicial or Administrative Proceedings • 'Employment Related Practices coverage for the District Included •Coverage extended to include Director's Spouse 'Terrorism Not Excluded LIMIT OF LIABILITY: $L000,000 Per Claim No Aggregate Limit DEDUCTIBLE: None POLICY TERM: One Year PREMIUM: $2,000 COMPANY: Mid-Continent Casualty Company AM Best Rating: A+VIII OPTIONAL LIMITS Limit Premium X $1,000,000 $2,000 $2,000,000 $3.000 $3,000,000 $4,000 $4,000,000 $5.000 • $5.000.000 $6,000 0 ACCEPTED BY: DATE: . 9. \1)1P REJECTED BY: DATE: SUBJECT TO POLICY TERMS,CONDITIONS,LIMITATIONS AND EXCLUSIONS McDonald&Wessendorff Insurance.611 Morton • Richmond, Texas 77469 PH (281)342-6837(MUDS)• Fax::(281)341=6837(MUDS) 7 Rock Prairie Mgmt District #2 ** OPTIONAL COVERAGE ** TYPE OF POLICY: UMBRELLA PROPOSED EFFECTIVE DATE: 07/30/16 COVERAGE: Limit of Coverage over General Liability. Automobile Liability,Pollution and Employers Liability(If Applicable) •Terrorism Not Excluded •Punitive Damages Not Excluded •Defense Cost Outside the Limit UNDERLYING REQUIREMENTS: $1.000,000 General Liability $1,000,000 Pollution Liability $1,000,000 Automobile Liability $1,000,000 Employers Liability EXCLUSIONS: Employee Benefits Liability Directors and Officers Liability Law Enforcement Liability LIMIT OF LIABILITY: $1,000,000 RETENTION: $10.000 POLICY TERM: One Year PREMIUM: $900 COMPANY: Mid-Continent Casualty Company AM Best Rating: A+VIII OPTIONAL LIMITS Limit Premium X $ 1.000.000 $ 900 $ 2.000,000 $1,800 $ 3,000,000 $2.700 $4.000.000 $3,600 $5;000,000 $4,500 **OPTIONAL COVERAGE ** ACCEPTED BY:. DATE:.. REJECTED BY: DATE: ` 1114 SUBJECT TO POLICY TERMS,CONDITIONS,LIMITATIONS AND EXCLUSIONS McDonald&Wessendorff Insurance.611 Morton Richmond, Texas 77469 PH (281)342-6837(MUDS)• Fax: (281) 341-6837(MUDS.) 8 Rock Prairie Mgmt District#2 TYPE OF POLICY: PUBLIC EMPLOYEE BLANKET CRIME (Includes Attorney,Operator,Bookkeeper,Engineer and Delinquent Tax Attorney) ANNIVERSARY OF CURRENT POLICY: 07/30/16 COVERAGE: Loss caused to the District through failure of any employee/consultant to perform faithfully their duties or to account properly for all monies and property received by virtue of their position or employment. Limit applies per employee/consultant up to $100.000.If the bond amount is over$100,000,each employee/consultant is covered up to$100.000 and the excess amount is provided on a per loss basis rather than each basis. -Terrorism Not Excluded • LIMIT: $10.000 DEDUCTIBLE: $0 TERM: One Year PREMIUM: $120 COMPANY: Hartford Fire Insurance Company AM Best Rating: A+XV OPTIONAL LIMITS Limit Premium X $ 10.000 $120 $ 25,000 $177 $ 50,000 $221 $ 100.000 $342 $ 250,000 $472 $ 500,000 $565 $1,000.000 Quote available with application ACCEPTED BY: DATE tbAe . . REJECTED BY: DATE: • SUBJECT TO POLICY TERMS,CONDITIONS,LIMITATIONS AND EXCLUSIONS -McDonald&Wessendorff insurance-611 Morton •Richmond, Texas.77469 PH (281)342-6837(MUDS) • Fax: (281)341-6837(MUDS) • 9 Rock Prairie Mgmt District#2 TYPE OF BOND: DIRECTORS POSITION SCHEDULE BOND ANNIVERSARY OF CURRENT BOND: 07/30/16 COVERAGE: Provides coverage for loss caused to the District • through the failure of Directors to perform faithfully their duties or to account properly for all monies and property received by virtue of their position as Director. •Terrorism Not Excluded BOND TERM: One Year BOND LIMIT: $10,000 Per Director(5 ) $50.000 Aggregate PREMIUM: $175 COMPANY: Merchants Bonding Company AM Best Rating A VIII ACCEPTED BY: DATE:-0. 1T�� ' t REJECTED BY:. DATE: SUBJECT TO POLICY TERMS,CONDITIONS,LIMITATIONS AND EXCLUSIONS McDonald&Wessendor f Insurance.611 Morton •Richmond, Texas 77469 PH (281)342-6837(MUDS)•Fax: (281)341-6837(MUDS) 10 Rock Prairie Mgmt District#2 **OPTIONAL COVERAGE ** TYPE OF BOND: TAX ASSESSOR/COLLECTOR BOND ANNIVERSARY OF CURRENT BOND: 07/30/16 COVERAGE: Covers the faithful performance and discharge of all the duties required by law as the Tax Assessor/Collector and to pay over to the depository of the District all funds or other things of value coming into his hands as Tax Assessor/Collector. LIMIT: $10,000 BOND TERM: One Year PREMIUM: $100 NAME OF TAX ASSESSOR: To Be Determined COMPANY: Hartford Casualty Insurance Company AM Best Rating: A+XV Merchants Bonding Company AM Best Rating: A VIII Travelers Casualty&Surety of America • AM Best Rating:,A++XV OPTIONAL LIMITS Limit Premium X $ 10,000 $ 100 S 25,000 $ [25 . $ 50.000 $ 250 $ 75,000 $ 375 $ 100.000 $ 500 $ 250,000 $ 1.250 $ 500.000 $ 2,500 $ 1.000.000 Available with application ** McDonald&Wessendorff will bill Tax Assessor directly** **OPTIONAL COVERAGE ** ACCEPTED BY: . . . DATE: . . . . REJECTED BY: . DATE: SUBJECT TO POLICY TERMS,CONDITIONS,LIMITATIONS AND EXCLUSIONS McDonald&Wessendorff Insurance-611 Morton •Richmond, Texas 77469 PH (281)342-6837(MUDS) •.Fax: (281)341-6837(MUDS) 11 Rock Prairie Mgmt District #2 * OPTIONAL COVERAGE ** TYPE OF POLICY: BUSINESS TRAVEL COVERAGE PROPOSED EFFECTIVE DATE: 07/30/16 COVERAGE: 24 Hour Coverage while traveling on district business Accidental Death&Dismemberment Paralysis Benefits Coma Benefits- Psychological Therapy Benefit Emergency Evacuation/Family Travel Benefits Rehabilitation Expense Benefit Repatriation Benefit Seat Belt and Occupant Protection Device Benefit Age reduction for over 70 LIMITS: $ 250,000 Each Director $ 50,000 Each Spouse $ 25.000 Each Child $35,000,000 Aggregate Limit PREMIUM: $300 COMPANY: Chubb AM Best Rating: A++XV ** OPTIONAL COVERAGE ** Orae` '>. 6' 4i(- I i/ ize o� Accepted By . (Signature of District's Authorized Representative) n (Title) Rejected By 1 re.6 I'd ----. (Signature of District's Authorized Representative) - (Title) SUBJECT TO POLICY TERMS,CONDITIONS,LIMITATIONS AND EXCLUSIONS McDonald&Wessendorff Insurance-611 Morton•Richmond, Texas 77469 PH(281)342-6837(MUDS)•.Fax: (281)341-6837(MUDS) 12 Rock Prairie Mgmt District #2 **OPTIONAL COVERAGE ** TYPE OF POLICY: WORKERS COMPENSATION PROPOSED EFFECTIVE DATE: 07/30/16 COVERAGES: •Coverage A in the policy provides statutory coverage in which the insurance company agrees to assume the liability imposed upon an insured by the applicable Workers Compensation law or laws. •Coverage B for Employers Liability in this policy protects an insured against liability imposed by law for injury to employees in the course of employment. •Terrorism Not Excluded .Subject to policy terms, conditions and exclusions. LIMIT OF LIABILITY: Employers Liability $1,000,000 Each Accident Bodily Injury by Accident $1,000,000 Each Employee Bodily Injury by.Disease $1.000,000 Policy Limit Bodily Injury by Disease POLICY TERM: One Year PREMIUM: $404(5 Directors)Estimated Annual Premium COMPANY: Hanover Insurance Group AM Best Rating: A XV ** OPTIONAL COVERAGE ** ACCEPTED BY: . DATE: REJECTED BY: DATE: 16(19 SUBJECT TO POLICY TERMS,CONDITIONS;LIMITATIONS AND EXCLUSIONS McDonald&Wessendor f Insurance-611 Morton•Richmond, Texas 77469 PH (281)342-6837(MUDS) • Fax: (281) 341-6837(MUDS) 13 • ! ROCK PRAIRIE MGMT DISTRICT#2 PROPOSED EFFECTIVE DATE: 07/30/16 PREMIUM SUMMARY , . COVERAGE . . RENEWAL LAST YEARS PREMIUM PREMIUM GENERAL LIABILITY/IIIRED&NON-OWNED AUTO 1,173:00 1,173.00 DIRECTORS AND OFFICERS 2,000.00 2,000,00 PUBLIC EMPLOYEE BLANKET CRIME 120.00 120.00 DIRECTOR'S BOND 175.00 175.00 TOTAL PREMIUM 53,468.00 $3,468.00 McDonald &Wessendorlf has been your insurance consultant since 07130/15. We thank you for your business. **PIease note this proposal does not include any property or boiler&machinery coverage. If the district purchases any facilities,please contact our office to issue a property policy. * * * OPTIONAL NEW COVERAGE(S) * * * OPTIONAL NEW COVERAGE PREMIUM ACCEPTED YES/NO _ POLLUTION LIABILITY 750.00 do UMBRELLA LIABILITY 900.00 IVO BUSINESS TRAVEL ACCIDENT 300.00 WO WORKERS COMPENSATION&EMPLOYERS LIABILITY 404.00 LAW ENFORCEMENT LIABILITY-$1,000,000 LIMIT 1,000.00 O PEACE OFFICERS BOND #OF PEACE OFFICERS 50.00 Each_ /V U CYBER LIABILITY Quotable TOTAL PREMIUM FOR ACCEPTED OPTIONAL COVERAGE PLEASE REPORT ALL NEW FACILITIES OR PROPERTIES IMMEDIATELY TO MCDONALD&WESSENDORFF PAYMENT IS DUE WITHIN 30 DAYS OF THE E FECTIVE DATE TO AVOID CANCELLATION; ACCEPTED BY: Q PRINTED Nl& ITLE; A rI . .__' y'/ . /res(• A 4 A04 -- 0 t1 r e the rs DATE: 01ik. m� . . .. . FEDERAL TAX ID#: #7—� ! 41.7) 7 7 ed •N WEB ADDRESS IF ANY: OM- Premiums quoted are valid for 30 days from proposed effective date. All descriptions.of proposed coverage's provided herein are intended as an outline of coverage and are necessarily brief. For specific wording concerning insuring agreements., definitions, conditions, terms and exclusions not listed, please read each policy carefully. Please contact our office if there are any questions. McDonald&Wessendorff Insurance•611 Morton •Richmond, Texas 77469 PH (281) 342-6837(MUDS)• Fax: (281)341-6837(MUDS) 14 611 Morton Street Voice: 281-633-3200 McDonald &VVessendorff Insurance Richmond,TX 77469 Fax: 281-341-6837 Email: katrinathomhill@mcwess-insurance.com Katrina Thornhill DATE: April 28,2016 ENGINEER: EHRA ATTN: Blake McGregor EMAIL: bmcgregor@ehrainc,com RE: Rock Prairie Mgmt District#2; Engineer Report of Values (ERV) We have been requested to submit an insurance proposal for the above referenced District, Please review the questions below and indicate the type and quantity of any facilities pertinent to The District. Indicate how many of the following the district owns. If none, so indicate. Swimming Pools Detention Ponds Parks Lakes Lessors Risk(Sq/Ft) Pumps over 500 HP Does the district have water wells? If so, number of submersible pumps? Capacity of Plants (Gallon/Day):Please complete the following information for all insured facilities. ***PLEASE NOTE: INSURANCE POLICY IS BASED ON REPLACEMENT COST VALUATION*** Property Type/Full Address Replacement Month/Year Flood Zone Construction,Storie Include City and Zip Code Value Built (i.e.X,A,) &sq ft of buildings Any Facilities to Insure? $ Fire Alarm:Y/N Intrusion Alarm:YIN Sprinklers:Y/N Central Station Alarm:Y/N 1\1 Structures w/in 1001 TOTAL REPLACEMENT COST: $ 0 Mobile Equipment (please include year, make, model, serial number&value): Thanks for providing this information to our office. Please call if you should have any questions,or comments concerning this document. Please re .Don co p,etien v fax toL2811141.6837. SIGN HERE: L X *�, * A_ x'21 Acknow-•. . : igna ure Print Name Date In the event•f a claim,if the values are not updated The District could suffer a financial loss. Please note the Engineer .r General Manager's signature approving these values. D & 0 APPLICATION PLEASE COMPLETE/ SIGN A1\TD RETURN WITH THE ACCEPTED PROPOSAL THANK YOU! 15 Professional Liability Application Application for Directors& Officers Liability Insurance 51,000,000 Premium 82,000 Part I: Background Information **ML 1459(01-97)** Name of Organization: Rock Prairie Mgmt District #2 Address: Purpose of Organization: - , In continuous existence since: Number of Board Members: Are there subsidiaries?Yes or No(circle response) If yes, provide name(s),date established,nature of operation. profit or nonprofit,purpose,bylaws and financial statement for each. If yes, do you wish to request coverage for subsidiaries? Yes or No (circle response) Are the organization's finances audited by a Certified Public Accountant?Yes of No (circle response) Does the organization have any stockholders or persons who profit front the operation except as salaried employees?Yes or No(circle response) If yes,please give detail...... Are any directors,Trustees,Officers or employees indebted to the organization?Yes or No. If yes,please give detail Part 2: Insurance Coverage Information Directors&Officers Liability Insurance carried during the psi three years including expiring Policy. Insurer: Limits of Liability: Premium: Deductible; Policy Period Directors&Officers Liability Coverage has been continuously in force since: �T If yes. with which insurance company? Has any policy for Directors and Officers liability Insurance ever been canceled or non-renewed? Yes or No (circle response). If yes,please give detail... The individual of the organization designated to receive any and all notices from the Insurer or their authorized representative(s)concerning this insurance is: Name:: . Title: 16 Part 3: Employer Detail Total number of:Full Time Employees: Part Time Employees: Total number orEniplovees with annual salaries in excess of 50,000? How many of these employees have annual salaries in excess of 100,000?. Does the organization have a written procedure for hiring and firing employees?Yes or No Does a lawyer or human resource person review involuntary employment terminations prior to termination of an employee?Yes or No(circle response) Has there been a reduction of employees in the past 12 months?Yes or No (circle response) Is a reduction of employees anticipated in the next 12 months?Yes or No(circle response) Part 4: Claim Information Within the last 5 years has the organization or any individual proposed for insurance received any inquiry, complaint or notice.of hearing from any Municipal. State Administrative Agency. Federal Regulatory Authority or Congressional or Legislative Committee of similar such agency?Yes or No If yes,please explain.., • Within the last 5 years, has any claim been made,or is any claim now pending,against the organization,or any person proposed for Insurance in the capacity of either Director,Officer.Trustee,Employee or Volunteer of the organization?Yes or No(circle response) IF YES,ADVISE ON A SEPARATE SHEET DETAILS OF THE DIRECTORS&OFPICERS LIABILITY INSURANCE AND REMEDIAL MEASURES TAKEN TO PREVENT A RECURRENCE OF SUCH CLAIM(S). Is any person proposed for this insurance aware of any fact, circumstance or situation which may result in a claim against the organization or any of its Directors,Officers,Trustees,Employees,or Volunteers?Yes of No(circle response)If yes,give detail. • Attach Financials • Attach District Directory The undersigned declares that to the best of his/her knowledge and belief the statements set forth herein are true. The undersigned further declares that any occurrence or event taking place prior to the effective date of the insurance applied for which may render inaccurate,untrue, or incomplete will inunediately be reported in writing to the Insurer and the Insurer may withdraw or modify any outstanding quotations and/or authorization or agreement to bind the insurance. The insurer is hereby authorized.but not required, to make any investigation.and inquiry in connection with the information_statements and disclosures provided in this application.The decision of the Insurer not to make or to limit•any investigation or inquiry shall not be deemed a waiver of any .• . _ • . _ , Signature: • Qp. 'Title:. . e S l cJ eD.41,..+ oa_trd 0-P bi.re.c. �o ' Date: '71 17 EXHIBIT "B" re/ ANNUAL TINANCIAL REPORT Of • District Name Rock Prairie Management District No,2 Mailing Address 1300 Post Oak Blvd., Ste. 1600 Houston, Texas 77056 For the Fiscal year ended; May 31, 2016 PreParer: Cynthia Colondres Title Bookkeeper i Date: 107/31/2016 Telephone Number (AC) 713-6234539 AUDIT REPORT EXEMPTION Texas Water code Section 49;198(effective September I2O11) (a) A district may elect to file annual financial reports with the executive director in lieu of the district's compliance with Section 49.191 provided (I) the district had no bonds or other long-term(more than one year)liabilities outstanding during the fisbal Feria& (2) the district did not have gross receipts from operations,loans,taxes,or contributions in excess of$250,000 during the fiscal period, and (3) the distdct's cash and temporary investments were not in excess of$250,000 at any tune during the fiscal period. (b) the annual financial report must be accompanied by an affidavit attesting to the accuracy and authenticity atilt financial report signed by a duly authorized representative of the district. (c) The annual financial report and affidavit in.a format prescribed by the executive director must be on file with the executive director within 45 days after the close of the district's fiscal year. (d) Districts governed by this tam me subject to node:die audits by the executive director. If the accompanying financial statements are compiled by a certified public accountant,see SSARS-1 and SSARS-7 for the applicable standards for reporting on compiled financial statements. rom24)022(Revigea 07/2012) Pagel of 8 SCHEDULE A-CASH IN BANK(I) Name of Bank Abcount Number Purpose of Account Balance Compass 6737430276 General •542 TOTAL 542 SCHEDULE B-INVESTMENTS(2) (Optional) Type of Investment Name of Bank Certificate Interest Maturity Principal Mottled Number Rate Date Balance Interest TOTALS 0 SCHEDULE C-SCHEDULE OF ALL OTHER DISBURSEMENTS'(3) Description of.Disbursements(4) Amount Insurance&Surety Bond .636 Postage Delivery Expense 139, Filing Fees 0 Misc,Expense 40 Election Expense- 17719 0 TOTAL. 24,834: (I)Please refer to ExPlanatiarf of TerMs,Cash in Bank,,page 7 of this report,for proper reporting. (2)Please refer to Explanation of Terms,Investments,page 8 of this report for'proper reporting of Principal Balance 10'Accrued interest'4 (3)Please refer to Explanation of Terms,All Other Disbursements,page 7 of this report for proper reporting, (4)A description should be given for each type of transaction,and the amount of payments attributable to this type of disbursement. It may not be necessary to list'each transaction separately, TGEG-00722(revised 07/2012) Page 6 of 8 EXPLANTATION Or'rains Mt Other Dinforscments-Thisclassification should be used only for payments,Which cannot be classified properly in the six Milmining accounts listed on the Statement of Receipts and Disbursements.,Schedule C,page 6,should be completed,for any report,which utilizes the"All Other Disbursements"classification. Cash Basis -The financial statements contained in this reporf are to be prepared Ori the cash basis of accounting.They are not intended to bent conformity with Owlet-ally Accepted Accounting Principles(GAAP).Only transactions involving the exchange of cash should be included in these statements We liabilities should be recorded unless they arise from the transfer of money.Exceptions to this rule are listed in"Irive:stmentr and"General Fixed Assets"below Receipts and disbursements should not be recorded until payment is made. For the purpose of the Statement of Receipts and Disbursements,Movement of funds between checking accounts and invetitnients should.not he Considered as receipts or disbursements. Cash on.Hand-Petty cash,cheeks,.Money order; and bank drafts not,on deposit Cash in Bank (From Schedule A)-Cash deposited in the district's checking acebunt(§). The reserves,restrictions,or limitations as to its availability should be so stated The total amount Shown on,Schedule A must reflect the reconciled balance as of the fiscal year end and reported under the account classification "Cash in Bank' oh the alance Sheet. Developer Advances-Amounts owed to a developer for cash placed in the district's account or otherwise paid to the district However,amounts payable to a developer for which repayment is contingent upon a bond sale(or some other event)should not be included as a liability of the district Please see the Miscellaneous Disclosures,page a of this repent, for disclosure of these contingent liabilities. Disbursements-All tianSafitions involving the diSbiirsement of the district's fluid should be included in the disbursements section.Payments made op behalf of the district by a third party should not be listed as a disbursement for the purpose of this'statement See the Miscellaneous DiSelbsures,page of this report,for disclosures of these payments; Excess Assets Over Liabilities-The difference between"Total Assets" and"Total if Habilitates exceed:assets,this number should be shown as:a negatiye amount General Fixed Assets-A fixed asset is one which the nest exceeds:$50 and. has a productivelife longer-than one year. "Fixed"denotes the intent to continue use or possession; it does not indicate the immobility of the asset An asset of Co'ft.not in excess of$50 should be considered consumable and accordingly recognized under the account classification"Supplies and Materials"on the Statement of Receipts and Disbursements,A asset purchased through the issuance of a short-term note payable should be reported asan asset at its full cost even though no cash transaction may have taken place,Likewise,the corresponding note payable should be reported in the liability section of the Balance Sheet Eixed'assets deflated to the 41$triet by a Mown atcynea07/2012) Pogo 7 of 8 developer shouldbe included as "General Fixed Assets" on the Balance Sheet However,no amounts should be recorded on the Statement of Receipts and Disbursements for this type of transaction. The Credit offset to the fixed asset will be included in"Excess Assets over Liabilities" on the Balance Sheet. Investments(From Schedule B) List the types of investments (certificates of deposit, savings accounts, securities)which generate income in the forth of interest. This should not include any amounts listed on Schedule A as"Cash in Bank."The total amount shown on Schedule B for "Principal Balance" must be reported under the account classification "Investments"on the Balance Sheet. At the option of the preparer,any interest earned on investments but not yet received inay be reported as"Accrued Interest"'on.Schedule B and in the Asset section of the Balance Sheet Under no circumstance should accrued interest be included in"Interest Received on Investments"under"Receipts"on page 5'."Interest Received on Investments"should include only.atnounts actually received during the fiscal year. Inventories-The cost of materials and other items purchased for use during the fiscal year by which are not completely consumed by the end of the fiscal year. Notes Payable The total outstanding principal of short-term loans,which mature within one year of their issuance. Other Liabilities -Only liabilities:arising from the receipt of cash,whichcannot be properly classified in one of the other liability accounts should be listed in this classification along with a brief explanation of this liability„Accounts payable, accrued interest,and contracts payable should not be listed as liabilities in this report Receipts -All transactions involving the receipt of cash during the fiscal year should be included in the.Receipts section:Only those amounts actually received during the fiscal year should be included. Amounts received for which repayment is contingent upon a bond sale (or some other event)should be included here,(See "Developer Advances" abovefor treatment of the contingent liability)'. Refundable Deposits -This amount.refleets.a.liability arising from.the receipt of deposits from customers,which will he refunded to the customer at some future date,based on the terms and conditions of the deposit agreement Rounding Instructions:-Please round to the nearest whole dollar amount. For.example: $467.50 should be roundedup to $468 and $3,678.49 should be rounded down to $3,678. TC£Q•0722_(Revised 07/Z012) Page 8 of 8 EXHIBIT "C" AGREEMENT FOR SERVICES OF TAX ASSESSOR/COLLECTOR THIS AGREEMENT is made and entered into effective as of May 2, 2017 (this "Agreement"), by and between ROCK PRAIRIE MANAGEMENT DISTRICT No. 2, a body politic and corporate and a governmental agency of the State of Texas, operating under and governed by the provisions of Chapter 3909, Texas Special District Local Laws Code and Sections 52 and 52-a of Article III and Section 59 of Article XVI of the Texas Constitution, as amended (the "District") and B&A MUNICIPAL TAX SERVICE, LLC, a Texas limited liability company ("Assessor/Collector"). In consideration of the mutual covenants and agreements herein contained, the District and Assessor/Collector hereby hereto agree as follows: I. Term (A) The District hereby appoints Assessor/Collector as the District's tax assessor and collector commencing on May 2, 2017. Assessor/Collector shall perforni the duties of said office as of the date of this Agreement and shall serve until December 31 of said year, according to the terms provided herein, and thereafter from year to year on the same terms, unless terminated as hereinafter provided or modified or replaced in writing by the parties hereto. (B) This Agreement may be terminated by either party upon the giving of thirty (30) days written notice; provided, however, that Assessor/Collector shall be compensated for work performed through the effective date of termination. II. Bond (A) Assessor/Collector shall provide a bond, to be approved by the Board of Directors of the District(the "Board"), payable to the District, in the sum of$10,000 or as required by resolution of the Board, issued by a surety company authorized to do business in Texas, and conditioned on the faithful performance of Assessor/Collector's duties and on paying to the District's duly designated depository institution all money received by Assessor/Collector for the District. The Board may require additional security if in its judgment such additional security becomes necessary. The cost of said bond and any additional security shall be paid by the District 1 (B) Assessor/Collector shall deliver to the District an executed certificate issued by a surety company authorized to do business in Texas stating that each of Assessor/Collector's employees is covered by a fidelity bond in the principal amount of not less than of $10,000, or as required by resolution of the Board. The cost of furnishing such certificate and the cost of providing fidelity bonds for Assessor/Collector's employees shall be paid by Assessor/Collector. III. Compensation (A) Assessor/Collector shall receive as compensation for services as the District's tax assessor and collector those fees and charges as described in Exhibit "A" attached hereto and incorporated herein for all purposes, as well as such other compensation as set forth in this Article III. Unless otherwise specified herein or in Exhibit "A" attached hereto, all postage, special mailings, copying, messenger delivery, aerial photography, publication of legal notices, and other direct expenses necessarily incurred by Assessor/Collector in the performance of Assessor/Collector's duties shall be reimbursed by the District at cost with no mark up by Assessor/Collector. (B) In order to offset the costs of issuing and mailing tax certificates, Assessor/Collector shall collect on behalf of the District from all persons or entities requesting such tax certificates a fee of $10.00. This fee shall be made payable to the District and delivered directly to Assessor/Collector by the person or entity requesting the tax certificate and Tax Assessor/Collector shall deposit said fee into the District's depository institution. In addition to the compensation set forth in Exhibit "A", the District shall pay to Assessor/Collector a fee of$10.00 for each tax certificate issued by Assessor/Collector. (C) District shall compensate Assessor/Collector on an hourly basis in accordance with Exhibit "A" for attendance at Board meetings and mileage to attend board meetings, other than the first hour of one regularly scheduled monthly meeting which occurs on a weekday and concludes no later than 5:00 PM. The minimum billing for any such meeting shall be one hour. (D) In order to offset the costs of maintaining and distributing the District's Notice to Purchaser, Assessor/Collector shall collect on behalf of the District from all persons or entities requesting said Notice a fee of$10.00. This fee shall be made payable to the District and delivered directly to Assessor/Collector by the person or entity requesting the Notice and Tax Assessor/Collector shall deposit said fee into the District's depository institution. In addition to the compensation set forth in Exhibit "A", the District shall pay to Assessor/Collector a fee of$10.00 for each such Notice to Purchaser processed by Assessor/Collector. (E) In addition to the compensation set forth in Exhibit "A", and to offset the cost of processing returned checks, Assessor/Collector shall collect from all applicable persons or entities the maximum fee permitted under Texas law to be assessed per returned item. Said fee shall be deposited into the District's depository institution and 2 the District shall reimburse Assessor/Collector the amount of said fee, less any returned check service charge the District's depository institution shall have imposed on the District. IV. Duties (A) Assessor/Collector shall perform and is authorized to perform all duties required by law of District's tax assessor and collector, including, without limitation, those duties and services set forth in Exhibit "A", Exhibit "B" and Exhibit "C" attached hereto and incorporated herein for all purposes. (B) All records prepared in accordance with the duties of Assessor/Collector as set forth in this Agreement shall become the property of District, unless otherwise agreed by both parties in writing. With respect to the District's records,Assessor/Collector shall comply with the requirements of Chapter 552, Texas Government Code, as amended, and Chapter 201-205, Texas Local Government Code, as amended, and all applicable rules, regulations, policies and record retention schedules adopted by the Board. Upon termination of this Agreement, Assessor/Collector shall promptly turn over to the District all such records and, in addition thereto, the following: (1) Appraisal District's certified rolls; (2) Tax Account checkbooks and deposit slips; (3) Tax Account bank statements and safekeeping receipts from the custodian of District's pledged securities; (4) Correspondence files; (5) Previous monthly report files; (6) All computerized District records, downloaded onto a Transportable drive or hard drive; and (7) District boundary and subdivision maps. (C) Assessor/Collector shall comply with all applicable registration requirements of the Property Taxation Professional Certification Act and any other applicable Texas law. V. Depository Account (A) Assessor/Collector shall regularly, but no less than on a monthly basis, monitor and report to the Board of Directors of the District (the "Board") all collateral that has been pledged by Wells Fargo Bank, N.A. ("Wells Fargo") to secure District funds. In the event such infounation is not provided by Wells Fargo as required by the Depository Pledge Agreement (as the same may be amended from time to time, the "Depository Pledge Agreement"), with Wells Fargo, Assessor/Collector shall promptly request same from Wells Fargo. Further, in the event Wells Fargo pledges any collateral which is not an Approved Form of Collateral (as defined below), Assessor/Collector shall immediately provide written notice to Wells Fargo, with a copy to the Board, requesting that such collateral be replaced by an Approved Form of Collateral. If Wells Fargo fails to provide evidence that such substitution has 3 occurred within forty-eight (48) hours of such request, Assessor/Collector shall immediately notify the President of the Board (or, in his or her absence, the Vice President or Secretary of the Board) of such failure. The term "Approved Form of Collateral" means any of the types of collateral permitted by the form of Public Funds Depositor Collateral Security Agreement attached as Exhibit B to the District's Order Establishing Policy for Investment of District Funds and Appointing Investment Officer, as same may change from time to time. (B) All actions required by this Article V shall be part of the Base Services provided by Assessor/Collector under this Agreement and included in the Base Fee. Under no circumstances shall Assessor/Collector bill any additional amounts or hourly fees to the District for undertaking such actions. (C) Assessor/Collector and District agree that the requirements of this Article V are material provisions of this Agreement. Assessor/Collector agrees to hold the District harmless for any losses or damages sustained by the District as a result of Assessor/Collector's failure to strictly comply with the terms hereof. VI. Miscellaneous (A)District agrees to provide Assessor/Collector with the following: (1) The most recent Audit of the District; (2) A certified order from the Board setting the tax rate for District; (3) Delinquent Tax Roll to date, if not already available to Assessor/Collector; (4) The current Tax Roll, if not already available to Assessor/Collector; and (5) All records normally prepared and maintained in the normal course of tax assessment and collection, if not already available to Assessor/Collector. (B) ASSESSOR/COLLECTOR, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AGREES TO INDEMNIFY AND HOLD HARMLESS THE DISTRICT AND ITS OFFICERS, DIRECTORS, REPRESENTATIVES AND AGENTS, FROM ALL CLAIMS, DEMANDS, SUITS, OR JUDGMENTS OF EVERY KIND OR CHARACTER, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING ATTORNEYS' FEES, EXPENSES AND COSTS, INCLUDING COURT COSTS, WHICH ARISE DIRECTLY OR INDIRECTLY FROM ASSESSOR/COLLECTOR'S OR ITS AGENTS', EMPLOYEES' AND/OR SUBCONTRACTORS' WILLFUL, INTENTIONAL, RECKLESS OR NEGLIGENT ACTS OR OMISSIONS RELATED TO OR ARISING OUT OF THE PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT. (C) It is further expressly understood and agreed by Assessor/Collector and the District that execution of this Agreement does not and will not prohibit Assessor/Collector from accepting employment by individuals or organizations other than the District, 4 provided however, that such employment shall not interfere with the proper performance of the duties, expressed and implied, as tax assessor and collector for the District. (D) If any provision or term of this Agreement shall be held to be invalid or unenforceable by final judgment or decree of a court of competent jurisdiction, the remaining provisions and terms hereof shall remain in force and effect and binding upon the parties hereto. IN TESTIMONY HEREOF, this instrument has been executed in multiple original counterparts on behalf of District by its duly authorized officers and by Assessor/Collector by its duly authorized officer, as of the day and year first written above. [SIGNATURES COMMENCE ON FOLLOWING PAGE] 5 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: _\ President, Board of Directors EHE STATE OF TEXAS § COUNTY OF BRAZOS § This instrument was acknowledged before me on this 3rd day of May, 2018, by Uri Geva, President of the Board of Directors of Rock Prairie Management District No. 2, a political subdi- vision of the State of Texas, on behalf of said political subdivision. y CHRISA COLE / i ll CommissioTINn 8124625263 No ary Public in and for Commission E%p1te5 the State of T E X A S j • �) My Juno 27,2019 (SEAL,) 1` 111 6 B&A MUNICIPAL TAX SERVICE, LLC By: Avik Bonnerjee A, President THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on this 3rd day of May, 2017, by Avik Bonnerjee RTA, President of B&A Municipal Tax Service, LLC, a Texas limited liability compa- ny, on behalf of said company. 1111 41 '0_1A A IA-) I\JL4 Notary Public in and for the State of TEXAS tbeatadwasissibabse Ii` REBECCA LYNN BREWER -NoisryJO 1258819 4 h My Commisvsion Expires 1 i .N7, ci' Mitch 1,2020 7 EXHIBIT "A" FEE SCHEDULE BASE FEE Assessor/Collector shall receive a base fee for the computer services outlined in Exhibit "B" and the basic services outlined in Exhibit "C" in an amount equal to the greater of$500.00 per month or the total number of tax accounts shown on the District's appraisal roll times $.90 per month. Each new account added to the District's appraisal roll will increase the tax account multiplier and the removal of an item from the District's tax roll will decrease the tax account multiplier. The account count will become effective on January 1 of each calendar year and will be based upon the accounts shown on the appraisal roll as of that date. FEES FOR ADDITIONAL SERVICES (A) Assessor/Collector shall be compensated as follows for the following additional services: (1) Assisting the District in the annexation of property $100.00 per annexation (2) Processing requests for certificates of value $175.00 per certificate (3) Processing requests for estimates of value $450.00 per estimate (4) Attending public hearings held in accordance with $650.00 per year the requirements of the Texas Tax Code and/or the - Texas Water Code; assist the designated officer of the District in making calculations and publicizing the tax rate and other matters required by V.T.C.A., Water Code, Sec. 49.236 (5) Assisting the District's auditor in the preparation of $175.00 per audit the District's Audit (6) Assisting the District's continuing disclosure counsel $120.00 per hour in the preparation of the District's Continuing Disclosure Report (7) Researching unclaimed property in connection with $60.00 per hour the District's Unclaimed Property Report (8) Processing and balancing certified and supplemental $75.00 per hour rolls and correction rolls 8 (9) Assisting in preparation of and reviewing bond $1,200.00 per new money application reports and, preliminary and final official bond issue (only payable statements in connection with the District's sale of when and if the bonds are new money bonds and finally issued) (10) Issuing a letter of representation in connection with $600.00 per refunding the District's sale of refunding bonds bond issue (only payable when and if the bonds are finally issued) (B) Assessor/Collector shall be compensated on an hourly basis as set forth below for any additional services rendered beyond those enumerated in Paragraph (A): Hourly Fee—Registered Tax Assessor $140.00 per hour Hourly Fee—Registered Tax Collector $80.00 per hour Hourly Fee—Consultant/Deputy Tax Collector $60.00 per hour (C) Assessor/Collector shall be compensated as follows for the following miscellaneous items: MISCELLANEOUS FEES Mailing Delinquent Statements (special requests by Board) $60.00 hourly plus postage Maps—obtaining current copies $25.00 annually Copies and Faxes $0.20 each Court Affidavits $15.00 each Postage at cost Supplies at cost Mailing and Handling $0.22 per item Statement Mailing and Handling at cost x 2 Records Retention Storage at cost Assessor/Collector shall be reimbursed at cost for any items beyond those enumerated above; provided, however, that Assessor/Collector must obtain the prior approval of the Board of Directors for same. 9 (D) The fees for additional services and miscellaneous items described in Paragraphs (A), (B) and (C) above shall be separate and apart from, and in addition to, Assessor/Collector's base fee. 10 EXHIBIT "B" COMPUTER SERVICES Preparation of 1 Preliminary match appraisal roll Preparation of 1 Certified match appraisal roll Preparation of 2 Tax Rolls (composite current and delinquent, mortgage companies) Preparation of 1 Set Tax Statements Preparation of 1 Set Tax Receipts Preparation of 2 Delinquent Lists Preparation of 1 Set of Delinquent Statements Preparation of 1 Posted Tax Roll 11 EXHIBIT "C" BASIC SERVICES 1 Reconcile acreage balance as near as practicable with engineer's recorded metes and bounds and plats. 2. Assist Appraisal District in location and assessment of all property in the District. 3. Receive certified estimates by Appraisal District and notify District of any significant errors and/or omissions. 4. File challenge petitions and represent District before Appraisal Review Board as required. 5. Serve as consultant to the District for the purpose of reviewing the appraisal records of the Appraisal District as such records relate to the property subject to taxation by the District, which services shall include, (a) review of the Appraisal District appraisal records with respect to property subject to taxation by the District; and (b) if, from such review,Assessor Collector discovers grounds for the District's challenging such appraisal records, delivery of a written report to the District, in care of the District's legal counsel, setting forth such grounds for such challenge, such report to be delivered no later than ten (10) days after such appraisal records are submitted by the chief appraiser to the Appraisal Review Board. 6. Determination of the total appraised value, total assessed value, and total taxable value of property taxable by the District, on receipt of the District's appraisal roll; and determine the appraised, assessed and taxable value of property added to the appraisal roll since the preceding tax year by annexation of territory and the appraised, assessed and taxable value of the improvements on the roll that were made after January 1 of the preceding tax year, using information provided by the Appraisal District. 7. Calculate the tax imposed upon each property in the District, upon receipt of notice from the Board of the tax rate of the current year, such notice to be in the form of a certified copy of the official action by the Board imposing the tax; and completion of the District's appraisal roll by entering the amount of tax so determined with respect to each such property. 8. Prepare and maintain the District's tax roll as a physical document. 9. Certify Appraisal Roll to the Board. 10. Prepare and mail tax bills to each person in whose name the property is listed on District's tax roll or to his authorized agent. 12 11. Receipt and posting of current and delinquent tax payments, and depositing such payments in the District's depository institution, such deposits to be made at such intervals in accordance with law, as may be most practicable or as the Board may determine. 12. Prepare and submit to the Board (a) monthly written reports, under oath, of all District taxes collected during the preceding month, and (b) an annual report, under oath, of all District taxes collected or delinquent for the preceding year. 13. Make any notifications or adjustments on record keeping as required by the State Comptroller's office. 14. Prepare and maintain one current and cumulative delinquent tax roll for the District, provide one (1) mailing of each notice of delinquency required by law to be delivered to the delinquent tax payers, and interface as necessary with the District's delinquent tax collection attorney. 15. Consult with the Board and representatives of District on questions regarding District taxes, and attendance at meetings of the Board (subject to the provisions of Section III(C) of the Agreement), in person or by representative, when and if requested. 16. Calculate stand-by fees, out-of-district fees and rollback billings, when and if requested. 17. Comply with all applicable requirements of the District's Order Establishing'Policy for Investment of District Funds and Appointing Investment Officer as may be amended from time to time. 18. Comply with the Texas Local Government Records Act and all applicable rules, regulations, policies and record retention schedules adopted by the Board pursuant thereto with respect to the District's records. 19. Regularly monitor and report to the Board all collateral that has been pledged by Wells Fargo in compliance with Article V to this Agreement. 13 EXHIBIT "D" $ NICIP.az AccouNTs CONSULTING, L P Rock Prairie Management District No. 2 Bookkeeper's Report May 3, 2017 1300 Post Oak Blvd. • Suite 1600 • Houston,Texas 77056 • Phone: 713.623.4539 • Fax 713.629.6859 Rock Prairie MD No.2-GOP Cash Flow Report - Checking Account As of May 3, 2017 Num Name Memo Amount Balance BALANCE AS OF 08/18/2015 $0.00 Receipts Developer Advance 3,568.00 Developer Advance 23,000.00 Interest on Checking 0.37 Service Fee 19.97 Interest on Checking 0.19 Interest on Checking 0.04 Interest on Checking 0.04 Interest on Checking 0.03 Interest on Checking 0.03 Developer Advance 1,000.00 Interest on Checking 0.03 Interest on Checking 0.08 Interest on Checking 0.09 Interest on Checking 0.09 Total Receipts 27,588.96 Disbursements 1001 McDonald&Wessendorff Annual Insurance Premium (3,468.00) 1003 Brazos County Election Expense (16,747.09) 1004 Municipal Accounts&Consulting,LP Bookkeeping Fees (1,331.40) 1005 McDonald&Wessendorff Annual Insurance Premium (3,468.00) 1006 LanguageUSA,Inc. Election Expense (971.50) 1007 Municipal Accounts&Consulting,LP Bookkeeping Fee (603.98) 1008 McDonald&Wessendorff Annual Insurance Premium (2,354.00) 1009 Municipal Accounts&Consulting,LP Bookkeeping Fee (314.82) FEE Amegy Bank Analysis Service Fee (19.99) FEE Amegy Bank Analysis Service Fee (20.00) FEE Compass Bank Service Fee (18.00) FEE Compass Bank Service Fee (19.99) FEE Compass Bank Service Fee (19.99) FEE Compass Bank Service Fee (20.00) FEE Compass Bank Service Fee (20.00) FEE Compass Bank Service Fee (18.00) FEE Compass Bank Service Fee (18.00) FEE Compass Bank Service Fee (18.00) FEE Compass Bank Service Fee (18.00) FEE Compass Bank Service Fee (18.00) FEE Compass Bank Service Fee (18.00) FEE Compass Bank Service Fee (0.08) FEE Compass Bank Service Fee (0.09) FEE Compass Bank Service Fee (0.09) Total Disbursements (29,505.02) BALANCE AS OF 05/03/2017 ($1,916.06) COMPASS BANK-PREMIER-#XXXX0276 -2- Rock Prairie MD No.2-GOF Actual vs. Budget Comparison April 2017 April 2017 June 2016-April 2017 Annual Actual Budget Ovet/(tinder) Actual Budget Over/(Under) Budget Revenues 14100 Developer Advance 0 0 0 1,000 0 1,000 0 14380 Other Income 0 0 0 1 0 1 0 Total Revenues 0 0 0 1,001 0 1,001 0 Expenditures 16430 Bookkeeping Fees 0 0 0 850 0 850 0 16460 Printing&Office Supplies 0 0 0 34 0 34 0 16480 Delivery Expense 0 0 0 20 0 20 0 16520 Postage 0 0 0 15 0 15 0 16560 Miscellaneous Expense 0 0 0 186 0 186 0 Total Expenditures 0 0 0 1,105 0 1,105 0 Excess Revenues(Expenditures) $0 $0 $0 ($104) $0 ($104) $0 —3— Rock Prairie Management District No.2 Proposed Budget for Fiscal Year Ending May 31,2017 2017 Adopted Proposed Actuals 2016 Budget 2017 Budget Income 12460 - Developer Advance 1,000 89,744 52,105 14380 • Other Income 1 24 0 Total Income 1,001 89,768 - 52,105 Expense 16330 • Legal Fees 0 50,000 50,000 16350 • Engineering Fees 0 20,000 0 16370 • Election Expense 0 10,000 0 16430 -Bookkeeping Fees 850 3,000 1,850 16460 • Printing&Office Supplies 34 500 34 16470 - Filing Fees 0 1,000 0 16480 • Delivery Expense 20 600 20 16520 • Postage 15 120 15 16530 - Insurance 0 3,348 0 16560 • Miscellaneous Expense 186 1,200 186 Total Expense 1,105 89,768 52,105 Net Income (104) 0 0 -4- Rock Prairie Management District No.2 Proposed Budget for Fiscal Year Ending May 31,2018 2017 2017 Proposed Proposed Actuals Annualized 2017 Budget 2018 Budget Income 12460 •Developer Advance 1,000 1,000 52,105 62,885 14380 - Other Income 1 1 0 0 Total Income 1,001 1,001 52,105 62,885 Expense 16330 -Legal Fees 0 0 50,000 50,000 16350 •Engineering Fees 0 0 0 0 16370 -Election Expense 0 0 0 0 16430 -Bookkeeping Fees 850 850 1,850 3,000 16460-Printing&Office Supplies 34 34 34 50 16470 •Filing Fees 0 0 0 100 16480 -Delivery Expense 20 20 20 20 16520 •Postage 15 15 15 15 16530 •Insurance 0 0 0 3,400 16550 -TAC Fees 0 0 0 6,000 16560 -Miscellaneous Expense 186 186 186 300 Total Expense 1,105 1,105 52,105 62,885 Net Income (104) (104) 0 0 -5- EXHIBIT "E" ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ORDER ESTABLISHING MEETING PLACE OUTSIDE THE DISTRICT The Board of Directors of the captioned District met at a meeting of said Board held on May 3, 3017, in accordance with the duly posted notice of meeting, with a quorum of Directors present, as follows: Uri Geva, President Hays Glover, Vice President Kamal Ariss, Assistant Vice President Jeffrey W. Brown, Secretary Randall G. Rother, Assistant Secretary and all of said persons were present, except Directors Ariss and Brown, thus constituting a quorum when the following business was transacted. It was moved by Director Geva, seconded by Director Rother and unanimously carried that the regular meeting place outside the boundaries of the District for the Board of Directors of Rock Prairie Management District No. 2 be changed to 4121 State Highway 6 South, College Station, Texas 77845, which is located outside the boundaries of the District. The aforesaid meeting place of the Board of Directors is hereby declared to be a public place, and all residents and taxpayers of the District, and all other members of the public, are hereby invited to attend all meetings of the Board. Notice of the establishment of said meeting place outside the District shall be given as provided by law. The President is authorized to execute and the Assistant Secretary to attest this Order on behalf of the Board and District. Passed, ordered and adopted, this 3rd day of May, 2017. President, Board of Directors ATTEST: sr a Assistant Secretary, Bo. :^"i Directors 0110111/100 %� .o,' `e o: Fps t' i/A b C.":: 1V i - - SAFE "Y: sV o': 4. ..r •lb 456764_2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 NOTICE OF DESIGNATION OF MEETING PLACE OF BOARD OF DIRECTORS OUTSIDE THE DISTRICT TO THE RESIDENTS AND TAXPAYERS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 AND TO ALL OTHER INTERESTED PERSONS: Notice is hereby given that the Board of Directors of Rock Prairie Management District No. 2 (hereinafter called "District"), at a meeting of said Board held on May 3, 2017 changed its regular meeting place of said Board outside the boundaries of the District to 4121 State Highway 6 South, College Station, Texas 77845. All residents and taxpayers of the District and all other interested persons are invited to attend all meetings of the Board of Directors, including those at said location. The mailing address for correspondence directed to the District is 1300 Post Oak Blvd., Suite 1400,Houston, Texas 77056. �awRprpl �� aka � ; : istant Secretary, Boar �-'hectors ••• ..yq� • • x . $ ��rr�ainimia����� 457850-1