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Home My WebLink About06/29/2017 - Special Minutes - Rock Prairie Management District No. 2 (2) ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS June 29, 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 June 29, 2017, at 4121 State Highway 6 South, College Station, Brazos County, Texas 77845, 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, thus constituting a quorum. Also present were James Muir of College Station Town Center, L.P. ("CSTC"); Avik Bonnerjee of B&A Municipal Tax Service, LLC; Chuck Gilman and Jennifer Prochaska of the City of College Station (the "City"), Jonathan Stark, 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 May 3, 2017. After review and discussion, Director Glover moved that the minutes for said Board meeting be approved, as written. Director Rother seconded said motion, which unanimously carried. STATEMENTS OF ELECTED/APPOINTED OFFICER, OFFICIAL BONDS. OATHS OF OFFICE, AFFIDAVITS OF CURRENT DIRECTOR AND ELECTIONS NOT TO DISCLOSE CERTAIN INFORMATION OF DIRECTOR Ms. Cole reported that, at its meeting of May 25, 2017, the City Council of the City appointed Jonathan Stark to Position 4 and Director Ariss to Position 5 on the Board with expiring terms ending June 1, 2021. The Board then considered acceptance of the Statements of Elected/Appointed Officer, Official Bonds, Oaths of Office and Affidavits of Current Director for Director Ariss and Jonathan Stark. In that regard, Ms. Cole reported that SPH had received Director Ariss' and Mr. Stark's Statements of Elected/Appointed Officer, Official Bonds, Oaths of Office and Affidavits of Current Director. It was then moved by Director Rother, seconded by Director Geva and unanimously carried, that the Board accept said Statements of Elected/Appointed Officer, Official Bonds, Oaths of Office and Affidavits of Current Director and declare Director Ariss and Mr. Stark appointed and qualified directors of the District. ELECTION NOT TO DISCLOSE INFORMATION Ms. Cole advised the Board that each director may elect to instruct the District to withhold public access to information in the custody of the District relating to his or her home address, home telephone number, social security number and information indicative of whether he or she has family members pursuant to Section 552.024 of the Texas Government Code. She noted that such election must be made not later than the fourteenth day after the director's appointment or election. After discussion, Directors Ariss and Stark elected not to disclose such information. ELECTION OF OFFICERS The next item to be considered was the reorganization of the officers of the Board and nominations for the office of Secretary. Following discussion, Director Geva nominated Director Stark for the office of Secretary, and there being no further nominations, they were closed. A vote was called, and upon motion duly made by Director Geva, seconded by Director Glover and unanimously carried, Director Geva was elected to continue to serve as President, Director Glover continue to serve as Vice President, Director Ariss continue to serve as Assistant Vice President and Director Rother continue to serve as Assistant Secretary, and Director Stark was duly elected Secretary of the Board and the District. DISTRICT REGISTRATION FORM The Board next considered authorizing the preparation and filing of an updated District Registration Form as required by the rules of the Texas Commission on Environmental Quality ("TCEQ"). Ms. Cole explained that, in accordance with certain provisions of the Texas Water Code and rules of the TCEQ, municipal management districts are required to provide the names, mailing addresses, officer positions and terms of office for directors with the TCEQ within thirty (30) days of the director's election or appointment. She advised that, with the Board's approval, SPH will prepare an updated District Registration Form reflecting Director Stark's position on the Board and the terms of office of Directors Ariss and Stark and will file said Form with the TCEQ following today's meeting. Following discussion, Director Glover moved that the Board authorize SPH to prepare the updated District Registration Form as discussed and to file same with the TCEQ within thirty (30) days of today's meeting. Director Rother seconded said motion, which unanimously carried. OPEN GOVERNMENT TRAINING FOR DIRECTOR Ms. Cole discussed with Director Stark the open government training requirements for public officials. Ms. Cole advised that public officials, including directors of a municipal management district, must complete separate training courses regarding the Texas Open - 2 - 46737I-I Meetings Act and the Texas Public Information Act. Ms. Cole presented to and reviewed with Director Stark a memorandum prepared by SPH which summarizes the training requirements. Ms. Cole advised that the deadline for Mr. Stark to complete the training is the 90'h day after he has taken the oath of office or otherwise assumed his responsibilities as a public official. Ms. Cole further requested that Director Stark provide the certifications of completion to SPH upon his completion of the training courses. CONFLICTS DISCLOSURE STATEMENT REPORTING REOUIREMENTS Ms. Cole next discussed with the Board the conflicts disclosure statement reporting requirements for officers of certain local government entities, including municipal management district directors, pursuant to Chapter 176 of the Local Government Code and presented Directors Ariss and Stark each with a memorandum prepared by SPH, which summarizes same. BOOKKEEPING REPORT In the absence of a representative of Municipal Accounts & Consulting, L.P. ("MAC"), the District's Bookkeeper, Ms. Cole presented to and reviewed with the Board a Bookkeeping Report prepared by MAC, a copy of which report is attached hereto as Exhibit A, including checks presented for payment. Following discussion, 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 BUDGETS FOR FISCAL YEARS ENDING MAY 31, 2017 AND MAY 31. 2018 Ms. Cole 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 copies of such operating budgets were forwarded to the City for review. She reported that no comments to the operating budgets have been received from the City to date. Following discussion, Director Geva moved that the operating budgets for the District's fiscal years ending May 31, 2017 and May 31, 2018 be approved and adopted as presented. Director Glover seconded the motion, which unanimously carried. Copies of the operating budgets thus approved are attached hereto as Exhibit B. DESIGNATION OF DEPOSITORY BANK The Board considered the selection of a depository bank for the District. Following discussion, it was moved by Director Rother, seconded by Director Geva and unanimously carried that (i) Compass Bank be designated as depository for the District, and (ii) that the Order Selecting Depository attached hereto as Exhibit C be adopted by the Board. - 3 - 467371-1 ADOPTION OF RESOLUTION ADOPTING LIST OF OUALIFIED BROKERS AUTHORIZED TO ENGAGE IN INVESTMENT TRANSACTIONS WITH DISTRICT Ms. Cole advised the Board that, pursuant to the Public Funds Investment Act, the Board is required to adopt a list of qualified brokers authorized to engage in investment transactions with the District, and further that such list is to be reviewed and, if necessary, revised at least annually. In that regard, Ms. Cole presented a list of financial institutions, brokers and dealers and reviewed same with the Board. She noted that the broker list presented is a list of potential institutions with which the District may engage in investment transactions compiled with the input of the District's Investment Officer, but it is ultimately the Board's decision as to where the District's funds are actually placed. After discussion, Director Ariss moved that the Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions with the District, attached hereto as Exhibit D, be adopted by the Board, and that the President and Secretary be authorized to execute and attest same on behalf of the Board and the District. Director Geva seconded said motion, which unanimously carried. RESOLUTION AUTHORIZING REOUEST TO BRAZOS CENTRAL APPRAISAL DISTRICT TO ACTIVATE DISTRICT The Board next considered the activation of the District for tax purposes. Ms. Cole stated that the District may set a tax rate for 2017, and that in order to do so, the Brazos Central Appraisal District must prepare a certified District tax roll. She presented a Resolution Authorizing Request to Brazos Central Appraisal District to Activate a District, a copy of which is attached hereto as Exhibit E, and reviewed same with the Board. After discussion, Director Glover moved that the attached Resolution be adopted and that the President and Secretary of the Board be authorized to execute and attest same on behalf of the Board and the District. Director Geva seconded the motion, which carried unanimously. APPOINT TAX ASSESSOR-COLLECTOR AS AGENT FOR THE DISTRICT The Board considered the appointment of an agent of the District for providing certain notices to purchasers of real property within the District. Following discussion, Director Glover moved that the District's Tax Assessor-Collector be appointed as agent for the District, that the District establish a fee of$10.00 for each of such notices to purchasers issued by the District's agent and that the Resolution Appointing Tax Assessor-Collector As Agent For District, a copy of which is attached hereto as Exhibit F, be approved and adopted by the Board and that the President and Secretary be authorized to execute and attest same on behalf of the District. The motion was seconded by Director Geva and carried by unanimous vote. TAX ASSESSOR-COLLECTOR REPORT Mr. Bonnerjee then presented a verbal report concerning the process for setting and collecting the ad valorem taxes of the District for the 2017 tax year. - 4 - 467371-1 RESOLUTION CONCERNING EXEMPTIONS FROM TAXATION Ms. Cole outlined for the Board the various tax exemptions available for the District, including the exemptions provided for by Article VIII, Section 1-b of the Texas Constitution, and Section 11.13 of the Tax Code, as amended. She advised that under said provisions, the District may provide for the exemption of up to 20% (but not less than $5,000, if granted) of the market value of residential homestead improvements for the year 2017, and the District may also exempt residential homesteads of persons who are under a disability for purposes of payment of disability insurance benefits under the Federal Old Age, Survivors and Disability Insurance Act, or its successor, or persons sixty-five years of age or older from ad valorem taxes levied by the District during the calendar year 2017, and, if any such exemptions are granted, they must be for not less than $3,000 of the market value of such homesteads. Following discussion, Director Glover moved that the District (a) not grant the residential homestead exemption, and (b) the District not grant any exemption for persons under such a disability or sixty-five years of age or older from ad valorem taxes levied by the District during the calendar year 2017, and that the Resolution Concerning Exemptions From Taxation attached hereto as Exhibit G be approved and adopted and that the President and Secretary of the Board be authorized to execute and attest same on behalf of the Board and the District. Director Ariss seconded said motion, which carried unanimously. ENGAGEMENT OF DELINOUENT TAX ATTORNEY The Board next considered the engagement of a Delinquent Tax Collections Attorney for the District. Ms. Cole presented to and reviewed with the Board a proposed form of Tax Collection Agreement by and among the District, SPH, and Perdue, Brandon, Fielder, Collins & Mott, L.L.P. ("Perdue"), a copy of which is attached hereto as Exhibit H. She then reviewed various provisions of the agreement with the Board. Ms. Cole additionally presented to the Board completed Texas Ethics Commission ("TEC") Form 1295s which had been filed with the TEC by both SPH and Perdue. Following discussion, Director Rother moved that (i) Perdue be engaged as delinquent tax collections attorney for the District, (ii) the proposed Tax Collection Agreement be approved by the Board, (iii) the President be authorized to execute same on behalf of the Board and the District, (iv) the District accept the TEC Form 1295s from SPH and Perdue, and (v) SPH be authorized to acknowledge the District's receipt of same with the TEC. Director Geva seconded said motion, which unanimously carried. ORDER ESABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER AND FORM OF DEPOSITORY PLEDGE AGREEMENT Ms. Cole then advised the Board that B&A maintains its depository accounts for its clients at Wells Fargo Bank, N.A. ("Wells Fargo"), and that although Wells Fargo agrees to provide 105% collateral for the uninsured deposits of the District held by Wells Fargo, Wells Fargo is unwilling to accept the District's foam of Public Funds Depositor Collateral Security Agreement required pursuant to the District's Order Establishing Policy for the Investment of District Funds and Appointing Investment Officer ("Investment Policy Order"). Following discussion, Director Ariss moved to (i) approve the Depository Pledge Agreement with Wells - 5 - 467371-1 Fargo, and (ii) adopt the amended Investment Policy Order attached hereto as Exhibit I. The motion was seconded by Director Rother and carried by unanimous vote ANNUAL FINANCIAL REPORT The Board next considered the Annual Financial Report (the "AFR") for the District's fiscal year ended May 31, 2017, a copy of which is attached hereto as Exhibit J. Ms. Cole advised the Board that because the District's gross receipts were less than $250,000 for the fiscal year, the District's cash and temporary investments were less than $250,000 for the fiscal year, and the District has no outstanding bonds, the District is allowed to file an AFR in lieu of an audit report. Following discussion, Director Geva moved that MAC be authorized to prepare and file the District's AFR with the TCEQ. Director Glover seconded said motion, which carried unanimously. Ms. Cole advised the Board that Texas Local Government Code §140.008, requires the District and other political subdivisions to file certain financial information with the Texas Comptroller of Public Accounts (the "Comptroller"). This financial information may be submitted as a separate report, or alternatively, districts subject to Chapter 49 of the Texas Water Code (including the District) may submit its annual financial report to the Comptroller. Ms. Cole further explained that those districts with a website should also make the financial information available on such website or provide a link to the information on the Comptroller's website. Lastly, Ms. Cole explained that the report is due within 180 days of the District's fiscal year end. Upon motion made by Director Geva, seconded by Director Glover, and unanimously carried, the Board authorized SPH to file the District's annual financial report for the fiscal year ended May 31, 2017, with the Comptroller by the appropriate deadline. ENGINEER'S REPORT In the absence of a representative of EHRA, the District's consulting engineers, Ms. Cole next presented the Engineering Report dated June 2017, as prepared by EHRA. Following review and discussion, Director Glover moved to authorize EHRA to (a) design the water, sewer, drainage and paving facilities for Bird Pond Road, and (b) design the off-site sanitary sewer trunk line to serve the property within the District. The motion was seconded by Director Rother and carried by unanimous vote. Ms. Cole next advised the Board that an additional 12' of right-of-way for the Lakeway Drive extension is needed by the City, and presented to the Board a Special Warranty Deed from CSTC to the District for said 12' right-of-way. She also presented a Special Warranty Deed from the District to the City for the same 12' right-of-way, and explained that the two-step conveyance process preserves the reimbursement rights of CSTC for the land costs of the property. Following discussion, Director Geva moved that the Board (i) accept and authorize execution of the Special Warranty Deed from CSTC to the District and (ii) authorize the execution of the Special Warranty Deed from the District to the City. The motion was seconded by Director Glover and carried by unanimous vote. - 6 - 467371-1 ANNUAL REVIEW OF SURVEY OF WAGE RATE SCALES, The Board next considered the review of an annual survey of prevailing wage rates for construction projects and the adoption of a Resolution in connection therewith. In that regard, Ms. Cole reported that EHRA, the District's consulting engineers, is recommending that the District adopt the revised United States Department of Labor ("DOL") wage rate scales for construction projects for Brazos County, Texas, as permitted under Section 2258.022 of the Government Code. Following discussion, Director Geva moved that the new DOL wage rate scales for Brazos County, Texas, be adopted as the prevailing wage rate scale for construction project of the District, and that the Resolution Adopting Prevailing Wage Rate Scale for Construction Projects attached hereto as Exhibit K be adopted by the Board. Director Ariss seconded said motion, which unanimously carried. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr provided a brief update on the development within the District. RENEWAL OF INSURANCE COVERAGES Ms. Cole next presented for the Board's consideration proposals for renewal of the District's insurance coverages from McDonald & Wessendorff Insurance. She advised the Board that all of SPH's clients purchase their insurance for an annual term which expires on March 31 of each year. She advised the Board that the renewal proposals were requested for a period of July 30, 2017 to March 31, 2018, so that the District's insurance policies would renew on the same schedule as the rest of SPH's clients. Following review and discussion, Director Geva moved that the Board accept such proposals, and that the President be authorized to execute same on behalf of the Board and the District. Director Ariss seconded said motion, which unanimously carried. A copy of the accepted proposals is attached hereto as Exhibit L. VOTING SYSTEM ANNUAL FILING FORM The Board of Directors next considered authorizing the completion, execution and filing with the Secretary of State of a Voting System Annual Filing Form. Upon motion by Director Geva, seconded by Director Rother and unanimously carried, the Board authorized SPH to prepare and file said form. REGULAR MEETING DATE AND TIME It was the consensus of the Board to defer action on setting a regular meeting date and time. - 7 - 467371-1 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. Mr. Gilman advised the Board that the City is soliciting bids within the next thirty days for construction of the extension of Lakeway Drive. 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. Se e y - 8 - 467371-I LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of June 29, 2017 Exhibit A— Bookkeeping Report Exhibit B — Operating Budgets for Fiscal Years Ending May 31, 2017 and May 31, 2018 Exhibit C — Order Selecting Depository Exhibit D— Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions with the District Exhibit E— Resolution Authorizing Request to Brazos Central Appraisal District to Activate a District Exhibit F— Resolution Appointing Tax Assessor-Collector as Agent for the District Exhibit G - Resolution Concerning Exemptions from Taxation Exhibit H - Tax Collection Agreement Exhibit I— Order Establishing Policy for the Investment of District Funds and Appointing an Investment Officer Exhibit J — Annual Financial Report for fiscal year ended May 31, 2017 Exhibit K— Resolution Adopting Prevailing Wage Rate Scale for Construction Projects Exhibit L— Accepted Proposals for Renewal of District's Insurance from McDonald & Wessendorff Insurance - 9 - 4673711 EXHIBIT "A" M U N T C I PAL ACCOUNTS CONsuLTING, LE Rock Prairie Management District No. 2 Bookkeeper's Report June 29, 2017 1300 Post Oak Blvd. • Suite 1600 • Houston,Texas 77056 • Phone: 713.623.4539 • Fax 713.629.6859 Rock Prairie MD No.2-GOF Actual vs. Budget Comparison May 2017 May 2017 June 2016-May 2017 Annual Actual Budget Over/(Under) Actual Budget Over/(Under) Budget Revenues 14100 Developer Advance 2,000 0 2,000 3,000 0 3,000 0 14380 Other Income 0 0 0 1 0 1 0 Total Revenues 2,000 0 2,000 3,001 0 3,001 0 Expenditures 16430 Bookkeeping Fees 525 0 525 1,813 0 1,813 0 16460 Printing&Office Supplies 61 0 61 99 0 99 0 16480 Delivery Expense 0 0 0 20 0 20 0 16520 Postage 1 0 1 16 0 16 0 16540 Travel Expense 95 0 95 95 0 95 0 16560 Miscellaneous Expense 0 0 0 186 0 186 0 Total Expenditures 682 0 682 2,229 0 2,229 0 Excess Revenues(Expenditures) $1,318 $0 $1,318 $772 $0 $772 $0 —3— EXHIBIT "B" 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 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 EXHIBIT "C" ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ORDER SELECTING DEPOSITORY The Board of Directors of Rock Prairie Management District No. 2 met on June 29, 2017, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted officers and members of said Board, as follows: Uri Geva, President Hays Glover, Vice President Jonathan Stark, Secretary Kamal Ariss, Assistant Vice President Randall G. Rother, Assistant Secretary and all of said persons were present, except Director Geva, thus constituting a quorum, when the following business was transacted: Director Rother introduced the Order set out below and moved its adoption, which motion was seconded by Director Geva and unanimously carried, with Directors Geva, Glover, Stark, Ariss, and Rother voting "aye", and no one voting "no". The Order thus adopted is as follows: WHEREAS, there was duly considered the selection of a depository for the District. It appeared that Compass Bank had agreed to act as depository and to comply with all applicable statutes. WHEREAS, said bank is duly qualified in all respects to serve as the District's depository. NOW, THEREFORE, it is ordered by the Board of Directors of Rock Prairie Management District No. 2 that said Compass Bank be and it is hereby designated, selected and appointed as a legal depository for the District. 460142_3.doe IN WITNESS WHEREOF, the President or Vice-President and Secretary or Assistant Secretary of the District have executed and attested, respectively,this Order on June 29, 2017. ROCK PRAIRIE MANAGEMENT ATTEST: DISTRICT NO. 2 Sdc�retary,Board of Directors President, Board of Directors # III/ll//ij0 (SEAL) ;\@�PGF:MENPp..l`'<B iur¢9 , y` E o® � %See te. 460142_3 EXHIBIT "D" RESOLUTION ADOPTING LIST OF QUALIFIED BROKERS AUTHORIZED TO ENGAGE IN INVESTMENT TRANSACTIONS WITH ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 WHEREAS, Rock Prairie Management District No. 2 (the "District") is 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; and WHEREAS, Chapter 2256, Texas Government Code, as amended, requires that the Board of Directors of the District annually review, revise and adopt a list of qualified brokers that are authorized to engage in investment transactions with the District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, THAT: Section 1: The Board of Directors of the District hereby adopts the list of financial institutions, brokers and dealers attached hereto as Exhibit "A" as the list of qualified brokers that are authorized to engage in investment transactions with the District. Section 2: The provisions of this Resolution shall be effective as of its date of approval by the Board of Directors and shall remain in effect until modified by action of the Board of Directors, and any resolution heretofore adopted by the Board of Directors adopting a list of qualified brokers that are authorized to engage in investment transactions with the District shall be and is hereby revoked as of the effective date of this Resolution. PASSED AND ADOPTED this 29`" day of June, 2017. ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors ATTEST: By: \ :. ,.¢:: , .V Secr$tary, Board of Directors ao/ t% S: SEAL =�a ft. n� \. S 'b ''mid °`'••.....•°•°° o�`� , IllllllII1110\\\a`\ 386303-2 EXHIBIT "A" LIST OF AUTHORIZED BROKERS Allegiance Bank Lone Star Bank Amegy Bank,N.A. a division of ZB N.A. Lone Star Investment Pool/First Public, LLC American Bank of Commerce (ABC Bank) Lowery Bank, a division of Huntington State Bank American Bank of Texas MidSouth Bank N.A. Austin Capital Bank SSB Moody National Bank Bank of America N.A./Merrill Lynch Morgan Stanley/Smith Barney Bank of Texas, a division of BOKF,N.A. New-First National Bank Bank of the Ozarks Pioneer Bank Bank of the West PlainsCapital Bank BBVA—Compass Bank Plains State Bank Beal Bank SSB Post Oak Bank Blackrock Investments, Inc. Preferred Bank BOK Financial Securities, Inc. Prosperity Bank Branch Banking and Trust Company (BB&T) Raymond James Business Bank of Texas,N.A. R Bank Cadence Bank,N.A. RBC Capital Markets/RBC Investments Capital Bank of Texas Regions Bank Capital One N.A. Robert W. Baird & Company, Inc. Central Bank Santander Bank Chasewood Bank Spirit of Texas Bank SSB Citibank N.A./Citigroup State Street Bank& Trust Co. Coastal Securities, lnc.7FTN Financial Texan Bank Comerica Bank Texas Capital Bank Commercial State Bank Texas Citizens Bank Community Bank of Texas Texas C.L.A.S.S. East West Bank Texas Exchange Bank Edward Jones Texas First Bank Federated Investors Inc. Texas Gulf Bank N.A. Fidelity Investments TexPool/TexPool Prime First Bank and Trust East Texas Tex Star Investment Pool First Citizens Bank The Bank of New York Mellon First Financial Bank N.A. The Bank of New York Mellon Trust Company,N.A. First National BankTexas/First Convenience Bank The Bank of River Oaks First Southwest Asset Management, Inc. The First National Bank of Bastrop First State Bank Central Texas The Independent Bankers Bank (TIB) First Texas Bank The State Bank of Texas Frontier Bank of Texas Third Coast Bank S.S.B. Frost Bank Trustmark National Bank Green Bank,N.A. UBS Financial Services, Inc. Guaranty Bank& Trust,N.A. UBS Securities LLC. Heritage Bank United Bank of El Paso del Norte Herring Bank United Texas Bank Hilltop Securities, Inc. Unity National Bank Home'1'own Bank,N.A. U.S. Bank,N.A. IberiaBank Wallis State Bank Icon Bank of Texas, N.A. Wells Fargo Advisors Independent Bank Wells Fargo Bank,N.A. Integrity, Bank, SSB Wells Fargo Investments, LLC International Bank of Commerce (IBC Bank) Wells Fargo Securities, LLC Inter National Bank Westbound Bank J.P. Morgan Securities LLC West Star Bank JPMorgan Chase Bank,N.A. Whitney Bank Legacy Texas Bank Woodforest National Bank Legg Mason, Inc. Zions First National Bank LOGIC (Local Gov't. Investment Cooperative) EXHIBIT "E" RESOLUTION AUTHORIZING REQUEST TO BRAZOS CENTRAL APPRAISAL DISTRICT TO ACTIVATE A DISTRICT WHEREAS, the Board of Directors of Rock Prairie Management District No. 2 (the "District") is considering setting a tax rate for the tax year 2017 and subsequent years; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT: Brazos Central Appraisal District activate this District and provide a 2017 Certified Roll, as of January I, 2017, to the District's Tax Assessor-Collector, B&A Municipal Tax Service, LLC. PASSED AND ADOPTED the 29th day of June, 2017. ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 . . cr By: President, Board of Directors ATTEST: By: \" 5e, Se& tary, Board of Directors \\ NAGEM£////// (SEAL) ' ' =m. - i . Ati s .e = 8 Ay' 460118_2,doc EXHIBIT "F" RESOLUTION APPOINTING TAX ASSESSOR-COLLECTOR AS AGENT FOR DISTRICT WHEREAS, the Board of Directors of Rock Prairie Management District No. 2 (the "District") is required by the provisions of Section 49.453, Texas Water Code, as amended, to furnish, under certain circumstances, certain notices to purchasers of real property in the District and may delegate such responsibility to an employee or agent of the District; and WHEREAS, the District is also authorized to charge a fee, not to exceed $10.00, for the issuance of the required notice form; Now, Therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, THAT: Section 1: The District hereby establishes a charge and fee of$10.00 for each of such notices to purchasers issued by the District's agent in conformity with the provisions and requirements of this resolution and Section 49.453, Texas Water Code, as amended. Section 2: The District hereby delegates to the District's Tax Assessor-Collector, as agent for the District, the responsibility and authority for the issuance of such notices to any persons submitting proper written requests and the required fees therefor. Section 3: Neither the District's officers, directors or employees nor its agent shall be required, authorized or permitted to orally provide to any seller or purchaser of real property, or to their agents or representatives, any portion of the information contained in such notice. Section 4: Any notice delivered pursuant to the requirements of this resolution and Section 49.453, Texas Water Code, as amended, shall be delivered by regular mail or, at the agent's discretion, may be made available at the District's office. If request is made for delivery of such notice by any alternative method, the District's agent shall impose and collect an additional charge not to exceed the actual cost of such delivery. Section 5: The District shall file with the Texas Commission on Environmental Quality the name, address and telephone number of the District's agent to whom such responsibility has been delegated and shall notify the Texas Commission on Environmental Quality in writing within seven(7) days after the occurrence of any change in such information. Section 6: This resolution shall be and remain in full force and effect from and after the date of its passage, approval and adoption until repealed, revoked, rescinded, amended or modified by appropriate action of the Board of Directors of the District. 460E23_2 PASSED AND ADOPTED this the 29th day of June, 2017. ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ATTEST: By: President, Board of Directors By: it Secrekary,Board of Directors (SEAL) ',NAG(///' es. , f s,, ® , 1s JC id: 8 Ze O � %,��.......... .IIII\\t\\ 460123_2 EXHIBIT "G" RESOLUTION CONCERNING EXEMPTIONS FROM TAXATION WHEREAS, the laws of the State of Texas provide, under certain circumstances, for the exemption of a portion of the value of residence homesteads from ad valorem taxation; and WHEREAS, the Board of Directors of ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District") has considered the various exemptions which may be granted. Now, Therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT: Section 1: For the tax year 2017, the Board of Directors has considered and has decided not to exempt from ad valorem taxation by the District any portion of the appraised value of residence homesteads of individuals who are under a disability for purposes of payment of disability insurance benefits under Federal Old-Age, Survivors, and Disability Insurance or are sixty-five (65) years of age or older, as authorized by, and in accordance with the provisions of, Article 8, Section 1-b (b), Texas Constitution, as amended, and Section 11.13 of the Tax Code, as amended. Section 2: For the tax year 2017, the Board of Directors has considered and has decided not to adopt a general residential homestead exemption as authorized by Article 8, Section 1- b(e), Texas Constitution, as amended, and Section 11.13 of the Tax Code, as amended. Section 3: This Resolution constitutes official action by the Board of Directors of the District concerning the foregoing tax exemptions. PASSED AND ADOPTED this the 29th day of June, 2017. President, Board of Directors ATTEST: SectItary, Board of D rectors (SEAL) 4.?:s,NRGE.r� zjzj�' a moo' 14% � Q E + f =5 Ant —4= off. s r°® • \\ 460128 2.doc ��/////111111111\\\\\\�\\�a EXHIBIT "H" TAX COLLECTION AGREEMENT THIS AGREEMENT made this day of . 2017 among SCHWARTZ, PAGE & HARDING, L.L.P., Attorneys at Law ("SPH"), PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P. (the "Attorneys") and ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District"). WITNESSETH WHEREAS, SPH has recommended that the District hire special counsel, pursuant to Section 6.30 of the Texas Property Tax Code, to enforce the collection of delinquent taxes for the years 2017 and prior; and WHEREAS, SPH and the Attorneys have determined that they can jointly provide such services to the District in a manner which is most economical and beneficial to the District; NOW,THEREFORE,the District, SPH and Attorneys hereby agree as follows: 1. EMPLOYMENT. The District hereby retains the services of Attorneys and SPH to represent the District's interest in collecting any and all delinquent and outstanding taxes, both real and personal: (a) For the Tax year 2017; and (b) For such subsequent year accounts as may be authorized by the District from time to time; subject to termination as hereinafter provided. 1 2. DUTIES OF ATTORNEYS. Attorneys shall represent the District in an efficient, diligent and business-like manner, including: (a) Upon delivery of a copy of this Agreement executed by both the District and SPH, Attorneys shall be authorized to proceed with the collection of delinquent tax accounts as of the following dates: (i) For 2017 delinquent accounts, Attorneys shall be authorized to begin collections efforts on July 1, 2018; (ii) Unless such executed Agreement is accompanied by a letter from SPH modifying such authorization as to all accounts or any specific account enumerated therein. (b) Upon receipt of authorization to proceed, Attorneys shall: (i) Send an initial collection letter to the owner or designated agent shown on the District's most current delinquent tax roll for each delinquent real or personal property tax account which Attorneys are authorized to collect; and (ii) Perform a title and lien search, at no cost to the District, for each real property account on which payment has not been received by the District's Tax Assessor/Collector by the last day of the month following the month in which the initial collection letter is sent. 2 (c) Attorneys shall not file suit on any delinquent account until receipt of specific written authorization of the District or SPH to do so. Upon receipt of such authorization, Attorneys shall file suit against all parties owning or claiming any interest in the property which is subject to the District' lien for the collection of delinquent taxes. Such suit shall include claims for all delinquent taxes, penalties and interest then owing against said property, the cost of all title search and court costs incurred in filing suit, and foreclosure of the District's tax lien, all as provided by the Texas Property Tax Code. Attorneys shall not proceed to levy and execution of judgment or foreclosure of the District's lien on any delinquent account until receipt of specific written authorization of the District or SPH to do so. Notwithstanding anything contained herein to the contrary, when Attorneys are informed that other jurisdictions have filed or intend to file suit to foreclose their tax liens for delinquent taxes, Attorneys may without prior notice or approval from the District file a Petition in Intervention or join the litigation as co-plaintiff to protect the interests of the District. (d) Attorneys also agree to make such oral or written reports to SPH as it shall from time to time require as to the status of Attorneys' efforts to collect the delinquent taxes authorized by this Agreement. Attorneys agree to provide SPH, at their request, with copies of any and all correspondence, pleadings and title documents relating to any delinquent tax account which Attorneys have been authorized to collect. (e) Attorneys also agree that all records of the District held by Attorneys will be maintained according to the provisions of the Public Information Act, Ch. 552, 3 Texas Government Code, and the Local Government Records Act, Chs. 201-265, Texas Local Government Code, each as amended. 3. DUTIES OF SPH. SPH agrees to supervise the efforts of Attorneys and attend all meetings of the Board of Directors of the District to report upon the status of all delinquent tax collection efforts by Attorneys pursuant to this Agreement. SPH shall also be responsible for obtaining information from and the cooperation of the District's Tax Assessor/Collector, Engineer, Operator and other consultants and employees of the District, when required by Attorneys in the performance of this Agreement. 4. DUTIES OF THE DISTRICT. The District shall cause its Tax Assessor/Collector to provide Attorneys with copies of the District's current delinquent tax roll on a monthly basis, and Attorneys shall be entitled to presume that the information contained in any such tax roll is accurate and complete. District shall also cause its Tax Assessor/Collector to provide Attorneys with a copy of its monthly report, which shall be mailed to Attorneys not later than the same date that such report is presented to the District's Board of Directors. Fees paid to Attorneys for their efforts, as provided below, shall be calculated in accordance with said monthly reports and District Agrees to pay Attorneys' invoices within thirty(30) days of receipt of same. 5. COMPENSATION TO ATTORNEYS. In consideration of the services to be rendered by the Attorneys for the District as described above, the District agrees to compensate the Attorneys on a contingency fee basis as follows: (a) If a delinquent tax account is paid prior to the filing of suit, Attorneys shall be entitled to receive from District the percentage set out below of the taxes, penalties, and interest collected on such delinquent account to collect such account. (b) If attorneys file a delinquent tax suit to collect a delinquent account, Attorneys shall 4 be entitled to the percentage set out below of the taxes, penalties and interest collected on such delinquent account, or the attorney's fees actually awarded in such suit, whichever is greater, subject to the provisions of Sections 6.30 and 33.48 of the Texas Property Tax Code, as amended. (c) For purposes only of calculating Attorneys' compensation under this Section, any additional penalty levied by the District pursuant to Section 33.07 or 33.08 of the Texas Property Tax Code and collected by Attorneys shall not be considered part of "taxes,penalties or interest" for purposes of this Section 5 and Attorneys shall not be entitled to the percentage set out below of such additional penalty. Compensation Amounts 20% of tax collections. (d) Calculation of the attorney's fee portion of Attorneys'invoice shall be determined by the Tax Assessor/Collector's monthly report to the District. 6. COMPENSATION TO SPH. In consideration of the services to be rendered for Attorneys by SPH as described in Paragraph Three (3) above, Attorneys agree to compensate SPH as follows: (a) For any month in which the attorney's fees invoiced by Attorneys to District (exclusive of reimbursable costs and any prior month's balance) is equal to or greater than $1,500.00, SPH shall be entitled to receive one-third (1/3) of such fees when received by Attorneys from District. (b) For any month in which the Attorney's fees invoiced by Attorneys to District is less than$1,500.00, SPH shall not be entitled to any portion of such fees. (c) Any fees earned by SPH pursuant to this Paragraph shall be paid by Attorneys 5 within fifteen (15) days of the last day of the month in which payment is actually received by Attorneys from District. In the event of a partial payment to Attorneys by District, SPH shall be entitled to a pro rata payment of their compensation in the same manner. 7. TERMINATION. The District may terminate this Tax Collection Agreement by giving SPH and Attorney forty-five (45) days prior written notice of its intention to terminate as to each account upon which there is no litigation pending on the date such notice is received by Attorneys. Attorneys shall be entitled to ninety (90) days notice of termination on accounts upon which litigation is pending. Between the date of the receipt of the notice and the date of termination, Attorneys shall be entitled to continue collection efforts and shall invoice District, within forty-five (45) days after the termination date, for all delinquent tax accounts collected and reimbursable costs expended prior to the termination date. 8. NOTICES. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing, and if sent by certified or registered mail, return receipt requested,to each party at their respective addresses shown below: Schwartz, Page & Harding, L.L.P. Attention: Howard Cohen 1300 Post Oak Blvd., Suite 1400 Houston, TX 77056 Perdue, Brandon, Fielder, Collins &Mott, L.L.P. Attention: Carl O. Sandin 1235 North Loop West, Suite 600 Houston, TX 77008 Rock Prairie Management District No. 2 do Howard Cohen Schwartz,Page& Harding, L.L.P. 1300 Post Oak Blvd., Suite 1400 Houston, TX 77056 6 9. TERM. The Attorneys are hereby retained under this Tax Collection Agreement as of the date hereof for a period of one (1) year unless sooner terminated as provided herein. The term of this Agreement shall be automatically extended from year to year unless notice of non- renewal is given by Attorneys or the District to the other parties at least thirty (30) days prior to any anniversary date of this Agreement. In the event of a renewal of the Agreement, Attorneys shall be authorized to proceed with the collection of all subsequent year delinquent accounts on July 1 of the year in which the renewal occurs, unless otherwise instructed in writing by SPH prior to that date. 10. DESIGNATION OF LIAISON. District hereby appoints Howard Cohen of Schwartz, Page & Harding, L.L.P. to act as its liaison with Attorneys to authorize any action on behalf of the District in the performance of this Agreement. 11. PERSONAL PROPERTY TAXES. Notwithstanding any other provisions in the Agreement, in consideration of the Attorneys representing the District in the collection of the District's delinquent taxes, all delinquent personal property taxes are to be turned over to the Attorneys for collection 60 days after the delinquency date for said taxes. A penalty shall be assessed to defray the cost of collecting those taxes in the same percentage as previously provided for by the Agreement pursuant to Section 33.11, Texas Tax Code. The Attorneys shall be compensated for the collection of said taxes as provided for in the Agreement for other taxes. For purposes only of calculating Attorneys' compensation for the collection of said personal property taxes, any additional penalty levied by the District pursuant to Section 33.11 of the Texas Tax Code and collected by the Attorneys shall not be considered part of"taxes, penalties, and interest" for purposes of Section 5 of the Agreement and Attorneys shall not be entitled to the percentage set forth in the Agreement of such additional penalty. Delinquent personal 7 property taxes which incur the penalty pursuant to Section 33.11, Texas Tax Code shall not be subject to any additional penalty under Section 33.07 of the Texas Tax Code, it being found and declared by the Board of Directors of the District that said penalty is an alternative to the authority of said Section 33.07. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SCHWARTZ,PAGE &HARDING,L.L.P. By: HOWARD COHEN PERDUE,BRANDON,FIELDER,COLLINS & MOTT,L.L.P. By: CARL O. SANDIN, PARTNER ROCK PRAIRIE MANAGEMENT DISTRICT NO.2 By: ATTEST: Secretary (Seal) 8 EXHIBIT "I" ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER WHEREAS, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District") is 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; and WHEREAS, Chapter 2256, Texas Government Code (sometimes referred to herein as the "Public Funds Investment Act"), and Section 375.096(4), Texas Local Government Code, require that the Board of Directors of the District adopt rules, regulations and policies governing the investment of District funds and designate one or more of its officers or employees to be responsible for the investment of such funds. NOW, THEREFORE, IT IS ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT the policies, procedures and provisions set forth herein be and are hereby ADOPTED, and that any order, and every amendment thereto, heretofore adopted by the Board of directors establishing policies for the investment of District funds and appointing an investment officer shall be and are hereby revoked and superseded effective as of June 29, 2017, the effective date of this Order. Section 1. Purpose. The purpose of this Order Establishing Policy for Investment of District Funds and Appointing Investment Officer (the "Investment Policy") is to adopt rules and regulations which set forth the District's policies with regard to the investment and security of District funds or funds under the District's control. It is further the purpose of this Investment Policy to ensure that purchases and sales of District investments are initiated by authorized individuals, conform to investment objectives and regulations, and are properly documented and approved, and to provide for the periodic review of District investments to evaluate investment performance and security, all as required by applicable law. Section 2. Appointment of Investment Officer: Standard of Care. Mark M. Burton and Ghia Lewis of Municipal Accounts & Consulting, L.P., the District's bookkeeper, shall be and are each hereby individually designated the Investment Officer of the District, responsible for the supervision of investment of District funds pursuant to this Investment Policy. In the administration of their duties hereunder, the District's Investment Officer shall exercise the judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of his or her own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived; however, the District's Board of Directors shall retain ultimate responsibility as fiduciaries of the District's assets. The District's Board of Directors, Tax Assessor-Collector, Financial Advisor and other consultants shall be authorized to assist the Investment Officer in the carrying out of the duties of Investment Officer. Section 3. Anointment of Investment Officer and Tax Assessor-Collector for Investment of District Funds. Pursuant to Section 49.157(b), Texas Water Code, the Board of Directors hereby designates the District's Investment Officer as the authorized representative of the District to (a) invest and reinvest the funds of the District; (b) withdraw District funds from appropriate accounts of the District for the investment of same in accordance with the terms of this Investment Policy; and (c) arrange for adequate security for uninsured deposits or funds of the District pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit "B" or such other form that has been approved through formal action of the Board of Directors, and to execute said Agreement(s) and any documentation required in connection therewith on behalf of the District. To the extent that the District's Tax Assessor-Collector is required to perform any of the functions set forth in (a), (b) or (c) above, the Tax Assessor-Collector shall do so in accordance with the provisions of the Public Funds Investment Act and this Investment Policy, and under the supervision of and in consultation with the District's Investment Officer. Section 4. Authority and Duties of Investment Officer. The following rules shall apply to the District's Investment Officer: A. The Board of Directors hereby instructs the Investment Officer for the District to maintain the investments of the District in a manner consistent with the rules and regulations set forth in this Investment Policy and the Public Funds Investment Act, as amended. B. No persons, other than those designated in Section 3 above, may deposit, invest, transfer, withdraw or otherwise manage District funds without express written authority of the District's Board of Directors. C. The Investment Officer for the District shall invest and reinvest District funds only in those investments authorized under this Investment Policy or by the Board, and only in the name of and solely for the account of"Rock Prairie Management District No. 2." The Bookkeeper and Investment Officer for the District shall be authorized to wire transfer funds of the District only (1) for the purchase of investments solely in the name of "Rock Prairie Management District No. 2," (2) for the transfer of all or any portion of the principal of or interest earnings or profits or gains on any investment of the District to one or more previously authorized and established accounts of" Rock Prairie Management District No. 2," (3) for the transfer of District funds to any paying agent of the District for the payment of principal and semiannual interest payments on any outstanding bonds of the District and for the payment of paying agent fees relative to same, or (4) for other purposes, such as the payment of District bills, pursuant to a resolution or other express written instructions of the District's Board of Directors. D. The Investment Officer for the District shall, not later than the first anniversary of the date the Investment Officer takes office or assumes such duties, attend a training session of at least six (6) hours of instruction relating to the Investment Officer's responsibilities under the Public Funds Investment Act, as amended, from an independent source approved by the Board of Directors of the District or the Board's -2- 386299-2 Investment Committee, and thereafter shall attend at least four (4) hours of additional investment training within each two-year period that begins on the first day of the District's fiscal year and consists of the two consecutive fiscal years after that date. Such investment training must include education in investment controls, security risks, diversification of investment portfolio, strategy risks, market risks, and compliance with the provisions of the Public Funds Investment Act, as amended. E. Not less frequently than each fiscal quarter, the Investment Officer shall prepare and submit to the Board of Directors of the District a written report of investment transactions for all invested funds of the District for the preceding reporting period. Such report must (1) describe in detail the investment position of the District on the date of the report; (2) be prepared by the Investment Officer for the District; (3) be signed by the Investment Officer of the District; (4) contain a summary statement of each pooled fund group, if any has been created by the District, that states the beginning market value for the reporting period, ending market value for the period, and fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset of the District at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the current rating assigned to each investment, investment vehicle, or investment security by a nationally recognized investment rating firm, nationally recognized credit rating agency or nationally recognized rating service, as appropriate; (8) state the account or fund or pooled group fund, if the District has any, for which each individual investment was acquired; and (9) state the compliance of the District's investment portfolio as it relates to the investment strategy for each account of the District as set forth in this Investment Policy and relevant provisions of the Public Funds Investment Act, as amended. Such report must be presented to the Board of Directors of the District within a reasonable period of time after the end of each fiscal quarter. If the District invests in other than (i) money market mutual funds, (ii) investment pools, or (iii) accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, all of the type authorized under Section 6 of this Investment Policy, the reports prepared under this Section 4.E. shall be formally reviewed at least annually by an independent auditor, and the result of such review shall be reported to the District's Board of Directors by that auditor. F. In the event an investment or investment vehicle in which the District has placed funds, or the security therefor, is required to maintain a minimum rating pursuant to the Public Funds Investment Act fails to maintain the minimum required rating, the Investment Officer shall take all prudent measures consistent with this Order to liquidate the investment and reinvest such funds in a conforming investment, if appropriate. G. In the event District funds are invested or reinvested in Certificates of Deposit, the Investment Officer or Tax Assessor-Collector, as applicable, shall solicit bids from at least two (2) bidders, either orally, in writing, electronically or in any combination of those methods, for each such investment. -3- 386299-2 H. All purchases of investments, except investments in investment pools or in mutual funds, shall be made on a delivery versus payment basis. I. Not less frequently than each fiscal quarter, and as close as practicable to the end of such reporting period, the District's Investment Officer shall determine the market value of each District investment. Such market values shall be included in the written reports submitted to the District's Board of Directors pursuant to Section 4.E hereinabove. The following methods shall be used: (1) Certificates of deposit shall be valued at their face value plus any accrued but unpaid interest. (2) Shares in money market mutual funds and investment pools, if any, shall be valued at par plus any accrued but unpaid interest. (3) Other investment securities may be valued in any of the following ways: (a) the lower of two bids for such security obtained from qualified securities brokers/dealers with whom the District may engage in investment transactions; (b) the average of the bid and asked prices for such security as published in The Wall Street Journal or The New York Times; (c) the bid price for such security published by any nationally recognized security pricing service; or (d) the market value quoted by the seller of the security. J. A written copy of the District's Investment Policy must be presented to any person offering to engage in an investment transaction with the District and to any investment management firm under contract with the District for the investment and management of its funds. The "qualified representative" of the business organization offering to engage in an investment transaction with the District or an investment management firm shall execute a written instrument in a form acceptable to the District substantially to the effect that the business organization or firm has received and reviewed the Investment Policy of the District and acknowledges that such business organization or firm has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the District and such organization or firm that are not authorized by the District's Investment Policy, except to the extent that such authorization is dependent on an analysis of the makeup of the District's entire investment portfolio or requires an interpretation of subjective investment standards. The District's Investment Officer may not acquire or otherwise obtain any authorized investment described in Section 6 hereof from a person who has not delivered to the District the written statement acknowledging receipt of this Investment Policy in a form substantially similar to that attached hereto as Exhibit "A" (the "Certificate of -4- 386299-2 Compliance"). For purposes of this Section 4.I., the "qualified representative" of a business organization offering to engage in an investment transaction with the District means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (1) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (2) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; or (3) for an investment pool, the person authorized to sign the written instrument on behalf of the investment pool by the elected official or board with authority to administer the activities of the investment pool. The "qualified representative" of an investment management firm under contract with the District for the investment and management of its public funds is a person who is an officer or principal of such firm. K. The Investment Officer for the District shall disclose in writing to the Board of Directors any (i) "personal business relationship" that they may have with a business organization offering to engage in an investment transaction with the District, or (ii) any relationship within the second degree by affinity or consanguinity, as determined by Chapter 573, Texas Government Code, as amended, to any individual seeking to sell an investment to the District. Any written disclosure statement filed with the Board of Directors by the Investment Officer pursuant to this section must also be filed with the Texas Ethics Commission. For purposes of this Section 4.K., the Investment Officer has a "personal business relationship" with a business organization if: (1) the Investment Officer owns ten percent (10%) or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; (2) funds received by the Investment Officer from the business organization exceed ten percent (10%) of the Investment Officer's gross income for the previous year; or (3) the Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for their personal account. L. In conjunction with the District's annual financial audit, a compliance audit of management controls on investments and adherence to this Investment Policy -5- 386299-2 must be performed. In connection with said compliance audit, the Board of Directors shall review on an annual basis this Investment Policy and its investment strategies. In connection with said annual review, the District's Board of Directors shall adopt a written resolution stating that it has reviewed this Investment Policy and the investment strategies set forth herein, and shall indicate in said resolution either the continuance of this Investment Policy without amendment or the changes made to the Investment Policy and/or the investment strategies herein. Section 5. General Investment Princinles and Objectives. All investments of District funds or funds under the District's control shall be made in accordance with the following general rules, regulations and policies: A. Any moneys in any fund of the District or in any fund established by the Board of Directors in connection with the authorization of the District's bonds, including, but not limited to, proceeds from the sale of such bonds, which funds are not required for the payment of obligations due or to become due immediately, shall be invested and reinvested, from time to time, only in the authorized investments specified in Section 6 hereunder; provided, however, that all such investments shall be secured in the manner provided for the security of the funds of municipal utility districts of the State of Texas (The Public Funds Collateral Act, Chapter 2257, Texas Government Code, as amended) or in such other manner as may be authorized by law from time to time and otherwise suitable for the District's needs. B. The policy of the District is to invest District funds only in instruments which further the following investment objectives of the District stated in order of importance: (1) preservation and safety of principal; (2) liquidity; and (3) yield. The District will continuously attempt to diversify its portfolio to reduce risks. The type, conditions and maturity date of District investments shall be consistent with the cash flow needs and operating requirements of the District, as determined from time to time by the Board of Directors, and consistent with the investment strategy for each District account as set forth in Section 7 hereunder; provided, however, that in no event shall the maximum allowable stated maturity of any individual investment owned by the District exceed two (2) years, unless otherwise specifically set forth in this Investment Policy. C. If invested in certificates of deposits, the District's funds shall be secured, to the extent that such funds are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, by the pledge to the District of certain types of securities, as determined in the sole discretion of the District, which under the laws of the State of Texas may be used to secure the deposits of municipal utility districts, pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit "B", the terms and conditions of which are incorporated herein by reference (the "Public Funds Depositor Collateral Security Agreement"). D. Securities pledged to the District shall be pledged pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement to be entered -6- 386299-2 into by and between the District and the institution(s) pledging such securities. Securities pledged to the District shall either be deposited and held in safekeeping at the trust or safekeeping department of a commercial banking institution located in the State of Texas not affiliated with the pledging institution(s) or a federal home loan bank, or shall be held in a restricted securities account, joint safekeeping account or other similar account in a branch of the Federal Reserve Bank pursuant to any and all applicable regulations, operating circulars, bulletins and policies of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may exist now or hereafter be enacted, promulgated or issued by the Federal Reserve Bank. The District's Investment Officer and Tax Assessor-Collector shall, within the limits of business practicality and consistent with the Federal Deposit Insurance Corporation Statement of Policy dated March 23, 1993, (or any subsequent applicable Statement of Policy issued by the FDIC) relative to the securing of public funds, ensure that the District's uninsured funds are at all times secured as required by the Public Funds Collateral Act (Chapter 2257, Texas Government Code, as amended) and in the manner set forth in the Public Funds Depositor Collateral Security Agreement. The District's Investment Officer and Tax Assessor-Collector are hereby authorized to execute Public Funds Depositor Collateral Security Agreements and any agreements, documents or forms required by the Federal Reserve Bank on behalf of the District, as and when required, and to approve the substitution of securities pledged to the District as collateral pursuant to and in the manner set forth in any Public Funds Depositor Collateral Security Agreement entered into by the District. E. The Board of Directors recognizes that, within the framework of the above rules, decisions must be made concerning the type and duration of each investment tran- saction, and that such decisions are best made by the person responsible for implementing the transaction, based upon the facts and circumstances prevailing at the time. As a guide to making such decisions, it is hereby declared the policy of the Board of Directors that priority should be given to proper security of the District's funds over maximizing the yield on investments. Furthermore, in cases where the rate of return on an investment security offered by competing banking institutions are substantially equivalent, the District's Investment Officer shall give preference to those investments and investment institutions offering the greatest degree of administrative convenience and proximity, flexibility of investment arrangements and/or similar intangible benefits and community goodwill. F. Except as herein provided, nothing herein shall be deemed or construed to authorize the withdrawal, expenditure or appropriation of funds of the District except by check or draft signed by three (3) members of the Board of Directors, or as otherwise provided by applicable statutes or the resolutions, rules, regulations, policies, orders or proceedings of the Board of Directors. Furthermore, the Board of Directors shall retain sole responsibility for establishing and implementing, from time to time, this Investment Policy, and all investment transactions to be undertaken by the District's Investment Officer pursuant to the Investment Policy shall be subject to the further or more specific directions, instructions, orders, resolutions or actions of the Board of Directors. -7- 386299-2 Section 6. Authorized Investments. The following categories of investment are authorized for investment of District funds: A. Obligations, including letters of credit, of the United States or its agencies and instrumentalities; B. Direct obligations of the State of Texas or its agencies and instrumentalities; C. Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas, or the United States or any of their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; D. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; provided, however, the District shall not own or invest in any obligations which it has issued; E. (1) Certificates of deposit that are issued by a depository institution that has its main office or a branch office in the State of Texas that are: (i) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (ii) secured by obligations of the type described in Section 2256.010(a)(2), Texas Government Code, as amended, or (iii) secured in any other manner and amount provided by law for deposits of the District pursuant to a Public Funds Depositor Collateral Security Agreement approved and executed by the District; and (2) Certificates of deposit that are acquired in the manner described in Section 2256.010(b), Texas Government Code, as amended; provided, however, that each investment of District funds in the foregoing shall require specific prior approval by the Board of Directors; F. Commercial paper with a stated maturity of 270 days or fewer from the date of issuance which meets the requirements set forth in Section 2256.013, Texas Government Code, as amended; G. No-load money market mutual funds that: -8- 386299-2 (1) are registered with and regulated by the Securities and Exchange Commission; (2) provide the District with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); (3) have a dollar-weighted average stated maturity of 90 days or fewer; and (4) include in their investment objectives the maintenance of a stable net asset value of$1.00 for each share; H. Investment pools which meet the requirements set forth in Section 2256.016 and Section 2256.019, Texas Government Code, as amended. Section 7. Investment Strategies. District investments shall be made upon the evaluation of the specific investment objectives and strategies of each account of the District, with the primary objective for the selection of any District investment being the understanding of the suitability of such investment to the financial requirements of the District. The District's investment strategy for each of its accounts is as follows: A. Operating/General Account. The operating/general account is used for all operations and maintenance needs of the District and funds therein shall be invested to meet the operating and cash flow requirements of the District as dete„nined by the District's Board of Directors. The highest priorities for this account are the liquidity and marketability of an investment if the need arises to liquidate the investment before its maturity. Of equal importance is the preservation and safety of the principal of investments in the operating account. When these priorities are met, the yield on investments held in the operating/general account will next be considered. B. Debt Service/Bond Fund Account. The District's debt service/bond fund account is used to pay the District's debt service on its outstanding bonds. The highest priority for this account is the preservation and safety of principal. Since the District knows the amount of its debt service requirements and when it becomes due, investments for the debt service/bond fund account should be structured to coincide with the amount and timing of the debt service requirements. When the preservation and safety of principal and liquidity considerations for debt service purposes are assured, including the marketability of debt service/bond fund account investments in the event the need arises to liquidate an investment before its maturity, the yield on debt service/bond fund account investments should be considered. Since the amount of District funds in the debt service/bond fund account can be significant, diversification of the debt service/bond fund account investment portfolio may be necessary. The District may easily liquidate investments in an investment pool and therefore such investments may be appropriate in combination with longer term investments in the debt service/bond fund account. -9- 386299-2 C. Capital Projects/Construction Fund Account. The capital projects/construction fund account is used to pay for capital improvements of the District. The highest priority for this account is the preservation and safety of principal. hi the event that funds held in the capital projects/construction fund account are for particular improvement projects that have been previously identified by the District's Board of Directors, the Board will have an idea of the approximate time when disbursements will be required to be made from this account. In this situation, investments in the capital projects/construction fund account should be structured so that they mature or can be liquidated on or about the dates that disbursements are expected to be made. Once the safety of principal and liquidity and marketability of capital projects/construction fund account investments which are to match certain disbursement dates are assured, the yield on such investments may be considered. Since District funds in the capital projects/construction fund account may not be needed for a year or more, longer term instruments should be considered to increase yield. However, if funds available in the District's capita] projects/construction hind account are surplus construction funds from prior bond issues or interest earnings on such funds and are not earmarked for specific improvement projects, but rather viewed by the District's Board of Directors as an emergency reserve fund for major repairs or rehabilitation projects, investments in the capital projects/construction fund account, at least to the extent that they are for emergency reserve purposes, should be kept in relatively short term investments that can be easily marketed and liquidated if necessary, such as investment pools. Alternatively, bond proceeds that may be deposited in the District's capital projects/construction fund account for reimbursement to a developer and which may be in the capital projects/construction fund account for only one or two days, should be kept in the most liquid investment available. Investment diversification for large amounts of District funds that may be deposited into the capital projects/construction fund account for only one or two days may be achieved through the use of an investment pool. Since investment pools are short term in nature, they would normally be used for District funds in this account only if the District knows that it will be dispersing funds in a relative short period of time. However, on some occasions the yield on investment pools is higher than on longer term investments, so their use may be optimal for funds in the capital projects/construction fund account. Section 8. Miscellaneous. A. In the event of any conflict or inconsistency between the terms of this Investment Policy and applicable requirements of law, such conflict or inconsistency will be resolved in favor of the more restrictive of this Investment Policy or the applicable requirements of law. In the event of any ambiguity or uncertainty as to the intent and application of any part, section, paragraph or provision hereof, a written request for clarification or approval of a proposed action describing such circumstances shall be submitted to the Board of Directors for a decision as to a proper course of action. B. The rules, regulations and policies set forth herein shall be and remain in full force and effect unless and until amended, revised, rescinded or repealed by action of -10- 386299-2 the Board of Directors. The District's Board of Directors specifically reserves the right to change, alter or amend any provision of this Investment Policy at any time. C. The provisions of this Investment Policy are severable, and if any provision or part of this Investment Policy or the application thereof to any person or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Investment Policy and the application of such provision or part of this Investment Policy shall not be affected thereby. The President or Vice President is authorized to execute and the Secretary or Assistant Secretary to attest this Investment Policy on behalf of the Board and the District. PASSED AND ADOPTED this the 29th day of June, 2017. ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ATTEST: f- By: SecTtetary, Board of Directors President, Board of Directors ` \APG EMI/ soe, FE (SEAL) ¢ ° °'Oa. alfro E1 �d< 1 ! :- v, \a iQ °a 8 s,b ° .06 114 °1nnrnn,11100`�\`• _11_ 386299-2 EXHIBIT "A" CERTIFICATE OF COMPLIANCE FROM SELLERS OF INVESTMENTS AS REOUIRED BY THE PUBLIC FUNDS INVESTMENT ACT To: Rock Prairie Management District No. 2 (the "District") From: [Name of the person [Title of such person] offering or the "qualified representative" of the business organization offering to engage in an investment transaction with the District or of the District's Investment Manager] of (the "Business Organization") [Name of financial institution, business organization or investment pool] Date: , 20 In accordance with the provisions of the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, I hereby certify that: 1. I am an individual offering to enter into an investment transaction with the District or a "qualified representative" of the Business Organization offering to enter into an investment transaction with the District, as applicable, as such terms are used in the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended (the "Seller"), and that Seller meets all requirements under such Act to execute this Certificate. 2. Seller anticipates selling to the District investments that are authorized by the District's Order Establishing Policy for Investment of District Funds and Appointing Investment Officer, dated June 29, 2017 (the "Investment Policy") and the Public Funds Investment Act (collectively, the "Investments"). 3. I or a registered investment professional that services the District's account, as applicable, have received and reviewed the District's Investment Policy now in full force and effect. The District has further acknowledged that Seller may rely upon the Investment Policy until the District provides Seller with any amendments to or any newly adopted foam of the Investment Policy. 4. Seller has implemented reasonable procedures and controls in an effort to preclude investment transactions between the District and Seller that are not authorized by the Investment Policy, except to the extent that this authorization is dependent upon an analysis of the District's entire portfolio or requires an interpretation of subjective investment standards. 5. Seller has reviewed or will review prior to sale, the terms, conditions and characteristics of the investments to be sold to the District and has determined or will determine, prior to sale, that (i) each of the Investments is an authorized investment for local governments under the Public Funds Investment Act and (ii) each of the Investments is an authorized investment under the District's Investment Policy. 6. Seller acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the District which may be deposited or invested with Seller are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the District's outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the holder(s) of the District's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the District's bonds and notes. Seller further acknowledges that the District may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the District's outstanding bonds and notes. 7. Seller will continuously maintain an executed copy of this Certificate of Compliance in its "deposit account records" (as defined in 12 C.F.R. §330.1(e)) for so long as Seller holds any funds of or within the custody of the District. By: Name: Title: -2- 386299-2 EXHIBIT "B" PUBLIC FUNDS DEPOSITOR COLLATERAL SECURITY AGREEMENT This Public Funds Depositor Collateral Security Agreement (the "Agreement") is made and entered into as of the day of , 20[ ] by and between ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "Depositor") and ("Bank"), and any prior Agreement between Depositor and Bank relative to the subject matter hereof is hereby terminated as of the date first written above. RECITALS Depositor, through action of its Board of Directors, has designated Bank as a depository for Depositor's funds. Funds on deposit with Bank to the credit of Depositor in excess of federal deposit insurance are required to be secured by eligible security as provided for by the Public Funds Collateral Act, V.T.C.A. Government Code Section 2257.001 et seq. (the "Public Funds Law"). Depositor and Bank understand and acknowledge that the amount of Depositor's uninsured deposits in Bank may vary substantially from time to time; that under the circumstances permitted herein, the Bank may release, add to or substitute for the securities pledged by Bank from time to time to secure such uninsured deposits of Depositor; and that it is the intent of the parties that this Agreement be renewed and extended upon and at the time of each permitted release, addition or substitution of collateral securities and thereafter remain in force and effect for the full term thereof until terminated in the manner set forth herein. In order to perfect Depositor's security interest in eligible securities pledged by Bank from time to time to secure such uninsured deposits, the Board of Directors of the Bank (the "Bank Board") has authorized the undersigned Bank officer to enter into this Agreement on behalf of Bank under the terms of which Bank will [either (i) cause , a [state or national bank ], which has its main office or a branch office in Texas and which has been designated by the State Comptroller as a Texas State Depository to hold the collateral assets in a custody account as bailee for the benefit of Depositor, or (ii)] cause the Federal Reserve Bank or a federal home loan bank ("FHLB") to hold the collateral assets in a restricted securities account,joint safekeeping account or other similar account as custodian/bailee for the benefit of Depositor (such [bank or] FHLB or the Federal Reserve Bank, as the case may be, hereinafter called the "Custodian"). AGREEMENT Now, Therefore, in consideration of the mutual covenants in this Agreement, the parties agree as follows: 1. Grant of Security Interest. To secure the uninsured deposits maintained by Depositor with Bank from time to time, Bank hereby pledges and grants to Depositor a security interest in its Eligible Securities (as defined in the Public Funds Law) which are held, now or hereafter, by Custodian for the benefit of Depositor in accordance with the terms of this Agreement (the "Collateral"). At all times during the term of this Agreement, the Collateral shall consist solely of the following: general obligations of the United States of America or its agencies or instrumentalities backed by its full faith and credit; direct obligations of the State of Texas or Texas State agencies and instrumentalities; collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States of America, the underlying security for which is guaranteed by an agency or instrumentality of the United States of America; other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the State of Texas or the United States of America or their respective agencies and instrumentalities; obligations of states, agencies, counties, cities and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; fixed-rate collateralized mortgage obligations that have an expected weighted average life of 10 years or less and which do not constitute a high-risk mortgage security as defined in the Public Funds Law; floating-rate collateralized mortgage obligations that do not constitute a high-risk mortgage security as defined in the Public Funds Law; and letters of credit issued by a federal home loan bank. Bank shall cause Custodian to accept and hold the Collateral as bailee and/or custodian for Depositor to secure Bank's obligation to repay the deposits. 2. Receipts. The Collateral held by Custodian for the benefit of Depositor, as of the effective date of this Agreement, has been described on Trust Receipts (as defined in the Public Funds Law) issued by Custodian, copies of which Custodian has forwarded to Depositor, and such current Collateral is described on Exhibit "A" attached hereto and made a part hereof for all purposes. With respect to additional or substitute Collateral hereafter delivered by Bank to Custodian to hold for the benefit of Depositor, or any releases of securities previously held as Collateral ("Releases"), as contemplated by this Agreement, Bank shall cause Custodian to issue Trust Receipts or Releases describing such additional or substitute Collateral or released securities and promptly forward copies of same to Depositor. Such Trust Receipts and Releases which are furnished to Depositor by Custodian from time to time shall be deemed a part of this -2- 386299-2 Agreement without further action on the part of any party hereto, and this Agreement shall apply to such released, additional or substitute Collateral to the same extent as if it were described on Exhibit "A" attached hereto. If the Custodian is the Federal Reserve Bank, such Trust Receipts or Releases will consist of a written confirmation (the "Advice"). Such Advice shall be subject to the terms and conditions of all applicable regulations, operating circulars, bulletins and policies of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may now exist or hereafter be enacted, promulgated or issued by the Federal Reserve Bank (collectively "Applicable Regulations"). If the Custodian is the Federal Home Loan Bank of Dallas ("FHLB Dallas"), notwithstanding the foregoing, such Trust Receipts may be forwarded to Bank with instructions for Bank to immediately forward the same to Depositor. Bank hereby agrees to comply with Custodian's instructions and forward each Trust Receipt to Depositor immediately upon receipt of same. Upon request of Depositor, Bank agrees to provide or cause Custodian to provide a then-current list of all Collateral pledged by Bank to secure Depositor's funds to update Exhibit "A" to this Agreement. If the Custodian is FHLB Dallas and the Custodian is forwarding Trust Receipts to Bank, Depositor may, at any time and from time to time, request that FHLB Dallas provide one or more Trust Receipts directly to Depositor, and FHLB Dallas shall immediately so provide the requested Trust Receipts to the Depositor, at no cost to the Depositor. 3. Required Collateral Value. Bank agrees with Depositor that the total market value of the Collateral securing uninsured deposits maintained by Depositor with Bank will at all times during the term of the Agreement be not less than (i) one hundred ten percent (110%) of the amount of such uninsured deposits, if the determination of the market value of Collateral is calculated less frequently than weekly by Bank, or (ii) one hundred five percent (105%) of the amount of such uninsured deposits if the determination of the market value of Collateral is calculated at least weekly by Bank (the "Required Collateral Value"). To insure that the Required Collateral Value is maintained, Bank will redetermine, on a daily basis, the amount of Depositor's uninsured deposits (taking into account that day's deposits, accrued interest, disbursements and withdrawals) held by Bank and (using the most recently determined market value of the Collateral) promptly add any additional Collateral which may be necessary to maintain the Required Collateral Value by either (i) depositing with Custodian for the purposes of this Agreement any additional Collateral or (ii) if the Custodian is the Federal Reserve Bank, transferring additional Collateral to a restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank. Determination of the market value of Collateral by Bank will be calculated periodically as indicated by Bank on the signature page hereof or more frequently on Depositor's request; provided, however, the foregoing shall not relieve Bank of its obligation to fully collateralize at all times the Depositor's uninsured deposits with Bank. If upon the periodic determination of the Collateral's market value as set forth herein, the Required Collateral Value is not then maintained, Bank will promptly deposit with Custodian for the purposes of this Agreement additional Collateral necessary to maintain the Required Collateral Value. 4. Release of Collateral. Custodian shall not release any part of the Collateral without Depositor's written authorization. Depositor agrees to furnish such authorization promptly upon Bank's request under the circumstances described in Sections 5, 6, or 8 of this Agreement. Depositor's authorization to Custodian to release from the Collateral only -3- 386299-2 designated Eligible Securities shall terminate the security interest granted by Bank in this Agreement only with respect to such designated Eligible Securities. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the release of Collateral. 5. Substitution of Collateral. It is hereby agreed that upon obtaining the prior written consent of the Depositor, which consent shall not be unreasonably withheld, substitutions of the Collateral held hereunder may be made at any time so long as the fair market value of the Eligible Securities being substituted is at least equal to the fair market value of the Eligible Securities being removed. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the substitution of Collateral. 6. Excess Collateral. At such times as the aggregate market value of the Collateral held by Custodian exceeds the Required Collateral Value, Depositor, upon request by Bank, shall authorize Custodian to permit Bank to release the excess portion of the Collateral. Custodian shall have no further liability to Depositor with respect to those Eligible Securities released upon Depositor's authorization. 7. Additional Collateral. If at any time the aggregate market value of Collateral held by Custodian is less than the Required Collateral Value, Bank shall immediately upon learning of such circumstance, and without further action by Depositor, promptly either (i) deposit with Custodian sufficient additional Eligible Securities of the type specified in Section 1 as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value, or (ii) transfer additional Eligible Securities of the type specified in Section 1 to the restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value and cause the Federal Reserve Bank to issue a corresponding Advice (and Bank will deposit with the Federal Reserve Bank additional Eligible Securities if and to the extent necessary to fulfill its obligations under this Agreement). 8. Earnings and Payments on Collateral. Bank shall be entitled to the interest income and earnings paid on the Collateral and Custodian may dispose of such interest income and earnings as directed by Bank without approval of Depositor, so long as Depositor has not notified Custodian of Bank's default under this Agreement. Bank shall not be entitled to and Custodian shall not release to Bank any partial or full call of the Collateral without Depositor's prior written authorization as described in Section 4 of this Agreement. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the disposition of interest earnings and principal payments on the Collateral. 9. Default and Remedies. If Bank fails at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit or becomes insolvent or materially breaches its contract with Depositor, a default shall exist under this Agreement and Depositor -4- 386299-2 shall give written notice of such default to Bank, and Bank shall have ten(10) days to cure same. In the event Bank fails to do so, it shall be the duty of Custodian, upon written demand of Depositor, to surrender or transfer the Collateral to Depositor or Depositor's nominee and Bank hereby irrevocably authorizes Custodian to surrender or transfer the Collateral upon the conditions herein specified. Depositor may sell all or any part of such Collateral in a commercially reasonable manner and out of the proceeds of the Collateral may pay Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency sale. Depositor shall account to Bank for the remainder, if any, of said proceeds or Collateral remaining unsold. Such sale may be either at public or private sale; provided, however, Depositor shall give Bank ten (10) days' written notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder for cash. Depositor and Bank shall have the right to bid at such sale. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the Depositor's exercise of remedies against the Collateral. 10. Authorization and Records. The Bank Board has authorized the pledge of Bank assets to collateralize uninsured deposits maintained by Depositor pursuant to resolutions substantially in the form of Annex I attached to the form of Resolution Certificate and Certificate of Incumbency attached hereto as Exhibit "B" (the "Resolution Certificate"), and has authorized the undersigned Bank officer to enter into, execute and deliver to Depositor this Agreement on behalf of Bank and to take all action which may be necessary or appropriate to create and perfect the security interest in the Collateral contemplated hereunder. Bank shall deliver to Depositor a fully executed Resolution Certificate as a condition precedent to the effectiveness of this Agreement and shall advise Depositor immediately of any revocation, amendment or modification thereof. Bank shall maintain this Agreement, its copies of all Trust Receipts, Releases and Advices, and the Resolution Certificate among its official records continuously until such time as this Agreement is terminated and all uninsured deposits of Depositor have been properly and fully paid out. This Agreement may be executed in one or more counterparts, each of which shall be an original. 11. Authorized Representative; Depositor Aereements. The Depositor hereby confirms that it has previously authorized its Investment Officer and/or Tax Assessor-Collector to execute this Agreement and any documentation required in connection therewith, including specifically pursuant to the Applicable Regulations and documentation related thereto, and to represent it and act on its behalf in any and all matters of every kind arising under this Agreement. During the term of this Agreement, the Depositor may further designate an additional officer or officers to singly or jointly represent and act on behalf of Depositor in any and all matters of every kind arising under this Agreement and, in such event, shall provide written notice thereof to Bank. In the event of any conflict between the provisions of this Agreement and any other agreement between the Depositor and the Bank relating to the deposits, this Agreement will control, unless the conflict is with the Applicable Regulations, in which event the Applicable Regulations will control. Bank and Depositor specifically agree that Depositor's prior approval is required for any par-for-par Collateral substitutions. -5- 386299-2 12. Custodian as Bailee. Custodian will promptly identify the pledge by Bank to Depositor of the Collateral on the Custodian's books and records and any additional or substitute Collateral and issue to Bank and Depositor Trust Receipts covering the Collateral. Similarly, Custodian will promptly remove from its books and records any securities released from the pledge by Bank in compliance with the terms of this Agreement and issue to Bank and Depositor appropriate Releases identifying the released securities. Custodian acknowledges that it is the bailee of Depositor for purposes of Section 2257.044 of the Public Funds Law, and its custodial capacity is deemed to be set forth on any Trust Receipt delivered to Bank and Depositor, whether such capacity is expressly so noted or not. If the Custodian is the Federal Reserve Bank, this section shall not apply, but Bank acknowledges the provisions of the Applicable Regulations which provide that the Federal Reserve Bank is acting as custodian/bailee; that the Collateral identified on the Advice is subject to the custodial provisions of the Applicable Regulations; and that the disposition thereof is subject to Depositor's approval. 13. Financial Condition. Bank will provide a statement of its financial position to the Depositor on at least a quarterly basis. Bank will provide to the Depositor an annual statement audited by its outside auditors including a statement by its outside auditors as to its "fair presentation." 14. Amendment. Modification, Renewal. Each permitted release of previously pledged Collateral and each addition to or permitted substitution for Collateral shall be deemed and considered, without further action by Bank or Depositor, as an amendment to Exhibit "A" attached hereto and a contemporaneous renewal and extension of this Agreement for the term hereinafter stated upon the same terms and containing the same provisions as set forth herein, except as the Collateral subject to this Agreement may be modified or amended thereby; provided, however, that any such renewal and extension shall not affect any transaction entered into prior to such renewal and extension until Bank shall have properly and fully paid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's sole control all Collateral then in Custodian's possession. Otherwise, this Agreement may not be amended or modified except by mutual written agreement of the parties hereto. 15. Term. Unless sooner terminated as hereinafter provided, the term of this Agreement, and any renewal or extension hereof resulting from any release, addition to or substitution of securities pledged as Collateral hereunder, shall commence on the date of this Agreement, or the date of such release, addition or substitution, and continue for a term of ten (10) years. 16. Termination. Either Depositor, Bank or Custodian may terminate this Agreement prior to the expiration of the term hereof upon thirty (30) days' advance written notice to the other parties or by entering into a new Public Funds Depositor Collateral Security Agreement which is intended to supersede and replace this Agreement; provided, however, that the terms of this Agreement shall continue to apply to all transactions entered into prior to such termination and until Bank shall have properly and fully paid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's sole control all Collateral then in Custodian's possession. -6- 386299-2 17. Custodian Fees. Any and all fees associated with the Custodian's holding of Collateral for the benefit of the Depositor will be paid by Bank and the Depositor will have no liability therefor. In witness whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day first above written. DEPOSITOR: ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: Name: Title: -7- 386299-2 Bank hereby agrees that it will periodically determine the market value of Collateral and maintain the corresponding Required Collateral Value throughout the term of this Agreement as indicated below (provided, however, that in the event no indication is made below, the Required Collateral Value for all purposes of this Agreement shall be 110%): Less frequent than weekly No less than 110% Weekly No less than 105% BANK: By: Name: Title: The Custodian, if other than the Federal Reserve Bank,joins in the execution of this Agreement for purposes of Sections 4, 8, 9, 12 and 16, and if the Custodian is the Federal Reserve Bank, such joinder is to be evidenced as set forth in the Applicable Regulations, the Advice and any documentation related thereto. CUSTODIAN: By: Name: Title: -8- 386299-2 EXHIBIT "A" [Description of Eligible Securities Pledged] EXHIBIT "B" RESOLUTION CERTIFICATE AND CERTIFICATE OF INCUMBENCY OF (BANK) The undersigned hereby certifies as follows: 1. I am the officer of the Bank holding the title designated on the signature line of this Certificate. 2. Attached hereto as Annex I is a full, true and correct copy of resolutions (the "Resolutions") duly adopted by the [Board of Directors] [Loan Committee] of the Bank in conformity with the Articles of Association and By-laws of the Bank and in accordance with the laws of the State of Texas. 3. The Resolutions have not been amended, modified or rescinded, and are in full force and effect on the date hereof. 4. The Bank is duly organized and existing under the laws of 5. All franchise and other taxes required to maintain the Bank's existence have been paid and none of such taxes are delinquent. 6. No proceedings are pending for the forfeiture of the Bank's authority to do business or for its dissolution, voluntarily or involuntarily. 7. The Bank is qualified to do business in each state where the nature of its business requires such qualification. 8. There is no provision in the Articles of Association, By-laws or any other agreement, indenture or contract to which the Bank or its property is subject which limits the Resolutions, and the Resolutions are in conformity with the provision of the Banks Articles of Association and By-laws and with proceedings of the Board of Directors. 9. This resolution is made in order to comply with requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and 12 U.S.C. 1823(e), and shall constitute a business record of the Bank and shall be continuously maintained in the official business records of Bank. 10. The undersigned officers have been duly elected to the positions set opposite their respective names below and are qualified to act in the present capacities in which they sign for the Bank. 11. The signatures appearing opposite each of the undersigned officers is his or her authentic signature and each of the undersigned holds the office designated for the same. Name Office Signature EXECUTED the day of , 20 . Name: Title: [Secretary] [Recording Officer] -2- 386299-2 ANNEX I RESOLUTIONS RESOLVED, that this Bank shall secure all deposits of Rock Prairie Management District No. 2 (the "District") in excess of amounts insured by the Federal Deposit Insurance Corporation ("Excess Funds") on deposit with the Bank at any time in whatever amount; and further RESOLVED, in regard to the above referenced deposits, that the Chairman of the Board of Directors, President, any Executive Vice President, any Vice President, any Assistant Vice President, or any other officer of the Bank is hereby authorized and directed to execute for and on behalf of the Bank the following documents, it being further agreed that the execution of any of the same prior to the adoption of these resolutions is hereby ratified, confirmed and adopted: 1. A Public Funds Depositor Collateral Security Agreement (the "Collateral Security Agreement") in favor of the District, covering the Collateral described therein; 2. Such other and further documents as may be deemed necessary or desirable by such officer or as required by the District in regard to the securing of the Excess Funds; and further RESOLVED, that the officers executing any of the above described documents are hereby authorized and empowered to do and perform any and all actions required by the terms and provisions of same to execute the same in the name and on behalf of the Bank, in such number of counterparts as the officer or officers executing the same shall deem necessary or desirable, with such terms, conditions, modifications, changes and provisions as the officer or officers executing the same may approve, the execution of such documents to evidence approval of the terms thereof conclusively; and further RESOLVED, that any and all instruments executed and delivered on behalf of the Bank in connection with these resolutions by any person purporting to be an officer of the Bank shall be deemed to be the act of the Bank and shall be in all respects binding against the Bank; and further RESOLVED, that all actions of all officers, agents or other representatives of the Bank taken or performed up to the date hereof in respect to the preparation, execution and delivery of the documents, certificates or other instruments contemplated hereby, and the taking prior to the date hereof of any and all actions otherwise required by the terms and provisions of the above referenced documents, be, and they hereby are, in all respects approved, ratified and confirmed; and further RESOLVED, that this approval is intended to comply in all respects with the requirements of applicable statutory law relating to insurance of accounts including specifically, but without limitation, the requirements of 12 U.S.C.A. §§ 1821(d)(9)(A) and 1823(e); and further RESOLVED, that any deposit agreements between Bank and District and/or the Collateral Security Agreement are all intended to be, and shall be deemed to be, official records of the Bank; and further RESOLVED, that any deposit agreements between Bank and District, the Collateral Security Agreement and these Resolutions shall be continuously maintained in the business records of the Bank. -2- 386299-2 EXHIBIT "J" • TBPE Na F-726 - TBPLS Flo. 10092300 7 ROCK PRAIRIE MANANGMENT DISTRICT NO.2 ENGINEERING REPORT JUNE 2017 20. Engineering Report,Including: a. Authorize the design,advertisement for bids and/or award construction of concurrence in award of contract for construction of water,sanitary sewer and drainage facilities within the District and authorize acceptance of TEC Form 1295; including 1. Authorize design of water,sewer,drainage and pacing facilities for Bird Pond Road,and Board Action:Authorize design of water,sewer,drainage and pacing facilities for Bird Pond Road 2. Authorize design of offsite sanitary sewer trunk line; Board Action:Authorize design of off site sanitary sewer trunk line. b. Status of construction contracts;including the approval of any change orders and/or acceptance of facilities for operation and maintenance purposes;and Board Action:None c. Acceptance of site and/or easement conveyances for facilities construed or to be constructed for the District,including: . 1. Acceptance of Special WarrantyDeed from College Station Town Center,LP ("CSTC') to district conveying 12'of right of way for Lakeway Drive;and Board Action:Acceptance of Special Warranty Deed from College Station Town Center,LP("CSTC") to district conveying 12' of right of way for Lakeway Drive 2. Approval of Special WarrantyDeed from District to City of College Station, conveying 12' right of way for lake way drive. Board Action:Approval of Special Warranty Deed from District to City of College Station, conveying 12' right of way for lake way drive. - ltniq- -Ggi €0a`t ffattA ll iastr ntir 'ig` B ai sntjl!47'i.l��J-'S ;:ija ;6.ih1 t JlI.gatl ulilb`�1t1 a�f_l-• 1A 'gli:P3tilt1 416r 11.0 1111Etr<3 CS;SI4`3 txtsi, _"FNtahVR#1 1WI9414'ry f,Yti1A1l9A10 EXHIBIT "K" RESOLUTION ADOPTING PREVAILING WAGE RATE SCALE FOR CONSTRUCTION PROJECTS WHEREAS, Rock Prairie Management District No. 2 (the "District") has been heretofore duly created and organized; and WHEREAS, Chapter 2258, Texas Government Code ("Chapter 2258"), requires the District to determine the general prevailing rate of per diem wages for each craft or type of worker in the locality in which a construction project for the District is to be performed and the general prevailing rate of per diem wages for legal holiday and overtime work; and WHEREAS, Chapter 2258 provides that a worker employed on a construction project by or on behalf of the District shall be paid not less than said general prevailing rates, as applicable; and WHEREAS, Chapter 2258 provides that a contractor which is awarded a construction contract for the District, or a subcontractor of the contractor, shall pay not less than the rates determined as set forth above to a worker employed in the execution of such contract for a construction project; and WHEREAS, Chapter 2258 applies to construction projects paid for in whole or in part from funds of the District, regardless of whether the work is done under the District's supervision or direction; and WHEREAS, the Board of Directors of the District (the "Board") has determined the general prevailing rate of per diem wages by using the prevailing wage rate as determined by the United States Department of Labor in accordance with the Davis-Bacon Act (40 U.S.C. Section 276a et seq.), as amended, and has determined to adopt a Prevailing Wage Rate Scale for Construction Projects for the District. Now, Therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT: Section 1: The Board has determined the general prevailing rate of per diem wages for each craft or type of worker in the locality in which a construction project for the District is to be performed and the general prevailing rate of per diem wages for legal holiday and overtime work by using the prevailing wage rate as determined by the United States Department of Labor in accordance with the Davis-Bacon Act (40 U.S.C. Section 276a et seq.), as amended, and further, the Board has determined that the wage rates in the Prevailing Wage Rate Scale for Construction Projects (comprised of one or more United States Department of Labor wage determination scales for each project type) attached hereto as Exhibit A are the general prevailing wage rates for construction projects by or on behalf of the District. Section 2: The District hereby adopts the Prevailing Wage Rate Scale for Construction Projects attached hereto as Exhibit A, which establishes minimum rates for each project type that shall be used by all contractors and their subcontractors on construction projects by or on behalf of the District. Section 3: A contractor or subcontractor on a construction project by or on behalf of the District shall maintain records as required by Chapter 2258 and shall be subject to the penalties, forfeitures, and withholding of money for failure to comply with this Resolution and/or pending a final determination of an alleged violation, as provided in Chapter 2258. Section 4: The District engineer is hereby directed and authorized to specify the wage rates adopted hereunder for each project type in all specifications for bids and contracts for construction projects by or on behalf of the District. Section 5: Any prior Resolution Adopting Prevailing Wage Rate Scale for Construction Projects previously adopted by the Board is hereby revoked. PASSED and ADOPTED this 29th day of June, 2017. President, Board of Directors ATTEST: Secretary, Board of Directors a\\\\�c,7ppAGE .H�zj'i T o 0 (SEAL) _EN ' I ';� oe �_ d° s ® ®� /�� °®e® Y°®A 456038_2 EXHIBIT A PREVAILING WAGE RAPE SCALE FOR CONSTRUCTION PROJECTS 456038_2 General Decision Number: TX170016 01/06/2017 TX16 Superseded General Decision Number: TX20160016 State: Texas Construction Types: Heavy and Highway Counties: Atascosa, Bandera, Bastrop, Bell, Bexar, Brazos, Burleson, Caldwell, Comal, Coryell, Guadalupe, Hays, Kendall, Lampasas, McLennan, Medina, Robertson, Travis, Williamson and Wilson Counties in Texas. HEAVY (excluding tunnels and dams, not to be used for work on Sewage or Water Treatment Plants or Lift / Pump Stations in Bell, Coryell, McClennon and Williamson Counties) and HIGHWAY Construction Projects Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.20 for calendar year 2017 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the E0, the contractor must pay all workers in any classification listed on this wage determination at least $10.20 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2017. The EO minimum wage rate will be adjusted annually. Additional information on contractor requirements and worker protections under the E0 is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/06/2017 * SUTX2011-006 08/03/2011 Rates Fringes CEMENT MASON/CONCRETE FINISHER (Paving and Structures) $ 12.56 ELECTRICIAN $ 26.35 FORM BUILDER/FORM SETTER Paving & Curb $ 12. 94 Structures $ 12.87 LABORER Asphalt Raker $ 12. 12 Flagger $ 9. 45 Laborer, Common $ 10.50 Laborer, Utility $ 12.27 Pipelayer $ 12.79 456038_2 Work Zone Barricade Servicer $ 11.85 PAINTER (Structures) $ 18.34 POWER EQUIPMENT OPERATOR: Agricultural Tractor $ 12. 69 Asphalt Distributor $ 15.55 Asphalt Paving Machine $ 14 .36 Boom Truck $ 18.36 Broom or Sweeper $ 11.04 Concrete Pavement Finishing Machine $ 15. 48 Crane, Hydraulic 80 tons or less $ 18.36 Crane, Lattice Boom 80 tons or less $ 15. 87 Crane, Lattice Boom over 80 tons $ 19.38 Crawler Tractor $ 15.67 Directional Drilling Locator $ 11. 67 Directional Drilling Operator $ 17.24 Excavator 50, 000 lbs or Less $ 12.88 Excavator over 50, 000 lbs $ 17.71 Foundation Drill, Truck Mounted $ 16. 93 Front End Loader, 3 CY or Less $ 13.04 Front End Loader, Over 3 CY $ 13.21 Loader/Backhoe $ 14 .12 Mechanic $ 17.10 Milling Machine $ 14 .18 Motor Grader, Fine Grade $ 18.51 Motor Grader, Rough $ 14 . 63 Pavement Marking Machine $ 19. 17 Reclaimer/Pulverizer $ 12.88 Roller, Asphalt $ 12.78 Roller, Other $ 10.50 Scraper $ 12.27 Spreader Box $ 14.04 Trenching Machine, Heavy $ 18. 48 Servicer $ 14.51 Steel Worker Reinforcing $ 14.00 Structural $ 19.29 TRAFFIC SIGNAL INSTALLER Traffic Signal/Light Pole Worker $ 16.00 TRUCK DRIVER Lowboy-Float $ 15. 66 456038_2 Off Road Hauler $ 11.88 Single Axle $ 11.79 Single or Tandem Axle Dump Truck $ 11. 68 Tandem Axle Tractor w/Semi Trailer $ 12.81 WELDER $ 15.97 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii) ) . The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type (s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (current union negotiated rate for local) , a survey rate (weighted average rate) or a union average rate (weighted union average rate) . Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than "SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this 456038-2 classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e. , Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the "SU" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1. ) Has there been an initial decision in the matter? This can be: * an existing published wage determination 456038_2 * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2. ) and 3. ) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2. ) If the answer to the question in 1. ) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7) . Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc. ) that the requestor considers relevant to the issue. 3. ) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board) . Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4. ) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION 456038_2 EXHIBIT "L" Insurance Proposal Prepared for Rock Prairie Mgmt District #2 SHORT TERM McDonald & Wessendorff INSUR 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.com Email: carrie.hitchcock@mcwess-insurance.com 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 LIABILITY AND HIRED CAR&NON OWNERSHIP AUTOMOBILE LIABILITY PROPOSED EFFECTIVE DATE: 07/30/17—03/31/18 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 LEYHTS OF LIABILITY: $1,000,000 Each Occurrence $3,000,000 General Aggregate $1,000,000 Personal/Advertising 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: SHORT TERM PREMIUM: $800 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: ACCEPTED BY: DATE: C 9/i 7 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 AUTOMOBHPS: Covers liability for claims arising out of non-owned automobiles and hired automobiles being used on behalf of the District. McDonald&Wessendorff Insurance.611 Morton• Richmond,Texas 77469 PH(281)342-6837 (MUDS)• Fax: (281)341-6837(MUDS) 5 Rock Prairie Mgmt District#2 **OPTIONAL COVERAGE** TYPE OF POLICY: POLLUTION LIABILITY PROPOSED EFFECTIVE DATE: 07/30/17 COVERAGE: 'Occurrence 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 Fines 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 Claim 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: 6 / /t J 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) 6 Rock Prairie Mgmt District#2 TYPE OF POLICY: DIRECTORS AND ON'F10ERS LIABILITY PROPOSED EFFECTIVE DATE: 07/30/17—03/31/18 COVERAGE: •Claims-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: $1,000,000 Per Claim No Aggregate Limit DEDUCTIBLE: None POLICY TERM: SHORT TERM PREMIUM: $1,337 COMPANY: Mid-Continent Casualty Company AM Best Rating: A+VIII OPTIONAL LIMITS Limit Annual 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 ACCEPTED BY: DAILY: _- i 7 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: 07/30/17 COVERAGE: Limit of Coverage over General Liability,Automobile Liability,Pollution and Employers Liability(If underlying coverage is accepted) •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: / r 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) 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: 07/30/17—03/31/18 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: SHORT TERM PREMIUM: $100 COMPANY: Hartford Fire Insurance Company AM Best Rating:A+XV OPTIONAL LIMITS Limit Annual 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: 6')2 e 9 B'� 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: 07/30/17—03/31/18 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 PERM: SHORT 1ERM BOND LIMIT: $10,000 Per Director(5) $50,000 Aggregate PREMIUM: $117 COMPANY: Merchants Bonding Company AM Best Rating A VIII ACCEPTED BY: DATE: �! I/ 7 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) 10 Rock Prairie Mgmt District#2 **OPTIONAL COVERAGE** TYPE OF BOND: TAX ASSESSOR/COLLECTOR BOND ANNIVERSARY OF CURRENT BOND: 07/30/17 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 PERM: 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 VB1 Travelers Casualty&Surety of America AM Best Rating:A'+XV OPTIONAL LIMITS Limit Premium X $ 10,000 $ 100 $ 25,000 $ 125 $ 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: 0! REJECTED BY: DATE: /or •0- 4 / /{° 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: 07/30/17 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** Date 6 4 f/// 6 Accepted By (Signature of District's Authorized Representative) (Title) Rejected By - IL Pres fckj 4-i o&ci t (Signature of District's Authorized Representative) (Title) e. 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: 07/30/17 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: 6 b-% 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) 13 ROCK PRAIRIE MGMT DISTRICT #2 PROPOSED EN FECTIVE DATE: 07/30/17—03/31/18 PREMIUM SUMMARY COVERAGE SHORT TERM LAST YEAR'S PREMIUM PREMIUM GENERAL LIABILITY/HIRED&NON-OWNED AUTO 800.00 1,173.00 1 DIRECTORS AND OFFICERS 1,337.00 2,000.00 1 PUBLIC EMPLOYEE BLANKET CRIME 100.00 120.00 1 F DIRECTOR'S BOND 117.00 175.00 1 TOTAL PREMIUM F $2,354.00 $3,468.00 I McDonald&Wessendorff thanks you for your business. **Please 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. *The renewal policies are offered short term as requested - 07/30/17—03/31/18 * *OPTIONAL NEW COVERAGE(S)** * OPTIONAL NEW COVERAGE PREMIUM ACCEPTED YES/NO POLLUTION LIABILITY 750.00 I UMBRELLA LIABILITY 900.00 1 BUSINESS TRAVEL ACCIDENT 300.00 1 WORKERS COMPENSATION&EMPLOYERS LIABILITY 404.00 I LAW ENFORCEMENT LIABILITY-$1,000,000 LIMIT 1,000.00 PEACE OFFICERS BOND #OF PEACE OFFICERS I 50.00 Each F I CYBERLIABILITY Quotable I TOTAL PREMIUM FOR ACCEPTED OPTIONAL COVERAGE PLEASE REPORT ALL NEW FACILI PIES OR PROPER ILLS IMMEDIATELY TO MCDONALD&WESSENDORFF PAYMENT IS DUE WITHIN 30 DAYS OF THE EFF CTIVE DATE TO AVOID CANCELLATION. ACCEPTED BY: PRINTED NAME&T11 LE: Lf P 8 3 eV4, i'rcc t de ) oCrelni o A 3(re=c r / DALE: �/III/ 7 FEDERAL TAX ID#: 1 /✓7 - 4 in'7 7 to WEB ADDRESS IF ANY: 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 .d,W, , , , . .a,e,aoioromrworviomi®imioi®immm...................................._,..,.....,,_,..,z®raiormimiaimi�.v,..,...,.,..,..,.,.....,,....,.,.,.,....,...._....,�.,...,..,sg 8 0 0 a 0 0 40 D & 0 APPLICATION } PLEASE COMPLETE/ SIGN AND RETURN WITH THE ACCEPTED PROPOSAL i g6 i p THANK YOU! 49 0 0 } 4 15 Professional Liability Application Application for Directors&Officers Liability Insurance 07/30/17—03/31/18 $1,000,000 Premium$1,337 Part 1: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 from 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 past three years including expiring Policy. Insurer: Limits of Liability: Premium: Deductible: Policy Period Directors&Officers Liability Coverage has been continuously in force since: 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 of Employees 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&OFFICERS 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 immediately 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 rights b the Insurer. Signature: Title: ea�i CJ 4u41 goat/el 0 buret lode 5 Date: t r 7 17 611 Morton Street Voice: 281-633-320D McDonald&Wessendorif Insurance Richmond,TX 77469 Fax: 281-341-6837 Email: katrinathomhill@mcwess-insurance.com Katrina Thornhill DATE: April 4,2017 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 p Detention Ponds �1orJ� Parks par`i -- Lakes '' o Lessors Risk(Sq/Ft) Pumps over 500 HP Nc1 Does the district have water wells?If so, number of submersible pumps? F c.. Y. Capacity of Plants(Gallon/Day): er3 Please complete the following information for all insured facilities. **PLEASE NOTE: INSURANCE POLICY IS BASED ON REPLACEMENT COST VALUATION*** Property Type/Full Address Replacement MonthlVear Flood Zone Construction,Stone Include City and Zip Code Value Built (i.e.X,A,) &sq ft of buildings Any Facilities to Insure? 1' $ r- 1 Fire Alarm:Y/N Intrusion Alarm:Y/N Sprinklers:Y/N Central Station Alarm:Y/N Structures w/in I00& TOTAL REPLACEMENT COST: $ (), C 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 retum upon completion by fax to 12811341-6837. SIGN HERE: 7/7". h— Acknowledged By: (Signature) Print Name Date In the event of a claim,if the values are n t updated The District could suffer a financial loss. Please note the Engineer or General Manager's signature approving these values.