HomeMy WebLinkAbout05/10/2018 - Regular Minutes - Rock Prairie Management District No. 2 (2) ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
MINUTES OF MEETING OF BOARD OF DIRECTORS
May 10, 2018
The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the
"District") met in regular session, open to the public on May 10, 2018, at 4121 State Highway 6
South, College Station, Brazos County, Texas 77845, in accordance with the duly posted notice
of 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
Jonathan Stark—Secretary
Randall G. Rother—Assistant Secretary
and all of said persons were present, except Director Glover, thus constituting a quorum.
Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Cynthia
Colondres of Municipal Accounts & Consulting, L.P. ("MAC"); Blake McGregor of EHRA
Engineering ("EHRA"); Becky Brewer of B&A Municipal Tax Service, LLC ("B&A"); Stephen
Maldonado and Jennifer Prochazka of the City of College Station, Texas ("City"); and Christina
Cole of Schwartz, Page & Harding, L.L.P. ("SPH"). Misael Flores of Post Oak Municipal
Advisors, LLC ("POMA"), entered later in the meeting as noted herein.
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 April 12, 2018. After review and discussion, Director Geva moved that the
minutes for said Board meeting be approved, as written. Director Stark seconded said motion,
which unanimously carried.
BOOKKEEPING REPORT
Ms. Colondres presented to and reviewed with the Board a Bookkeeping Report, 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 Ariss seconded the motion,
which unanimously carried.
OPERATING BUDGET FOR FISCAL YEAR ENDING MAY 31, 2019
Ms. Colondres next presented a draft budget for the District's fiscal year ending May 31,
2019, a copy of which is included in the Bookkeeping Report (Exhibit A). In connection
therewith, Ms. Cole advised the Board that a copy of such operating budget was forwarded to the
City for review. She reported that no comments to the operating budget have been received from
the City to date. Following discussion, Director Geva moved that the operating budget for the
District's fiscal year ending May 31, 2019 be approved and adopted as presented. Director Ariss
seconded the motion, which unanimously carried.
ANNUAL FINANCIAL REPORT
The Board next considered the Annual Financial Report (the "AFR") for the District's
fiscal year ended May 31, 2018. 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 Rother
moved that MAC be authorized to prepare and file the District's AFR with the Texas
Commission on Environmental Quality ("TCEQ"). Director Ariss 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 Rother, seconded by Director Ariss, and unanimously
carried, the Board authorized SPH to file the District's annual financial report for the fiscal year
ended May 31, 2018, with the Comptroller by the appropriate deadline.
TAX ASSESSOR/COLLECTOR'S REPORT
Ms. Brewer then presented and reviewed with the Board the Tax Assessor-Collector
report for the month ended April 30, 2018, a copy of which is attached hereto as Exhibit B.
After discussion, Director Ariss moved that the Tax Assessor-Collector Reports be approved.
Director Stark seconded said motion, which carried by majority vote, with Director Geva
abstaining
Mr. Flores entered the meeting at this time.
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488356
ENGINEERING REPORT
Mr. McGregor presented and reviewed with the Board an Engineering Report dated May
2018, a copy of which is attached hereto as Exhibit C. Mr. McGregor advised that there were
no action items relative to the Engineering Report.
DEVELOPER'S REPORT
The Board considered the Developer's Report.
Ms. Cole presented and reviewed with the Board the various provisions of a Waiver
Agreement between the District and College Station Downtown Residential, LLC, for 111.679
acres of land, a copy of which Waiver Agreement is attached hereto as Exhibit D. Following
discussion, Director Geva moved that the Board approve and authorize the execution of the
Waiver Agreement on behalf of the District. Director Stark seconded the motion, which
unanimously carried.
Mr. Murr provided a brief update on the development within the District.
NOTICE OF TERMINATION OF FINANCIAL ADVISORY CONTRACT: ENGAGEMENT
OF POMA
Mr. Flores addressed the Board regarding the decision of Terrell Palmer and Francine
Stefan to terminate their employment with Hilltop Securities, Inc. ("Hilltop") and transition to a
newly formed financial advisory firm, Post Oak Municipal Advisors, LLC. He then discussed
the services provided by POMA, responded to questions from the Board, and presented to and
reviewed with the Board a Financial Advisory Contract between the District and POMA. Upon
discussion, it was moved by Director Geva, seconded by Director Ariss and unanimously carried,
that the Board (i) terminate the Financial Advisory Contract between the District and Hilltop,
(ii) authorize the President to execute a notice of termination to Hilltop in accordance with said
contract, requesting a waiver of the thirty (30) day notice of termination provision, (iii) approve
the Financial Advisory Contract with POMA, and (iv) accept the TEC Form 1295 from POMA
and authorize SPH to acknowledge receipt of same. A copy of the Financial Advisory Contract
approved is attached hereto as Exhibit E.
ATTORNEY'S REPORT
The Board considered the Attorney's Report. Ms. Cole advised the Board that she had
nothing of a legal nature to discuss with the Board that was not already covered under previous
agenda items.
FUTURE AGENDA ITEMS
The Board considered items for placement on future agendas. No specific agenda items,
other than routine and ongoing matters were requested to be placed on a future agenda.
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488356
ADJOURNMENT
There being no further business to come before the Board, on motion made by Director
Geva, seconded by Director Stark, and unanimously carried, the meeting was adjourned.
Assistant Secretary
- 4 -
488356
LIST OF ATTACHMENTS
Rock Prairie Management District No. 2
Minutes of Meeting of May 10, 2018
Exhibit A Bookkeeping Report
Exhibit B Operating Budget for Fiscal Year Ending May 31, 2019
Exhibit B Tax Assessor-Collector Reports and Delinquent Tax Roll
Exhibit C Engineering Report
Exhibit D Waiver Agreement
Exhibit E Financial Advisory Contract with Post Oak Municipal Advisors, LLC
- 5 -
488356
EXHIBIT "A"
--"" 1 MUNICIPAL ACCOUNTS
e';' CONSULTINGL P
, .
Rock Prairie Management
District No. 2
Bookkeeper's Report
May 10, 2018
1281 Bnttmoore Road • Houston,Texas 77043 • Phone: 713.623 4539 • Fax: 713.629.6859
Rock Prairie MD No.2-GOF
Cash Flow Report - Checking Account
As of May 10, 2018
Num Name Memo Amount Balance
BALANCE AS OF 04/13/2018 ($5,711.09)
Receipts
Maintenance Tax Collections 9,000.00
Interest earned on Checking-April 0.97
Total Receipts 9,000.97
Disbursements
1051 Municipal Accounts&Consulting,LP Bookkeeping Fee (986.60)
1052 Schwartz,Page&Harding Legal Fees (5,512.28)
Fees Compass Bank Service Charge-April (0.97)
Total Disbursements (6,499.85)
BALANCE AS OF 05/10/2018 ($3,209.97)
COMPASS BANK-PREMIER-#XXi0276
—2—
Rock Prairie MD No.2-GOF
Actual vs. Budget Comparison
April 2018
April 2018 June 2017-April 2018 Annual
Actual Budget Over/(Under) Actual Budget Over/(Under) Budget
Revenues
14100 Developer Advance 0 0 0 60,709 60,709 0 62,885
14350 Maintenance Tax Collections 9,000 0 9,000 9,000 0 9,000 0
14380 Other Income 1 0 1 5 0 5 0
Total Revenues 9,001 0 9,001 69,714 60,709 9,005 62,885
Expenditures
16330 Legal Fees 5,187 4,167 1,020 50,512 45,833 4,678 50,000
16430 Bookkeeping Fees 956 250 706 4,699 2,750 1,949 3,000
16460 Printing&Office Supplies 169 4 165 1,549 46 1,503 50
16470 Filing Fees 72 8 64 357 92 265 100
16480 Delivery Expense 18 2 16 130 18 112 20
16520 Postage 1 1 0 30 14 17 15
16530 Insurance&Surety Bond 0 0 0 3,492 3,400 92 3,400
16540 Travel Expense 95 0 95 643 0 643 0
16550 TAC Fees 856 500 356 8,078 5,500 2,578 6,000
16560 Miscellaneous Expense 1 25 (24) 2,312 275 2,037 300
16800 CAD Fees 0 0 0 83 0 83 0
Total Expenditures 7,356 4,957 2,399 71,885 57,928 13,957 62,885
Excess Revenues(Expenditures) $1,645 ($4,957) $6,602 ($2,170) $2,781 ($4,952) $0
-3-
Rock Prairie Management District No.2
Fiscal Year Ending May 31,2019
Proposed Budget
Actuals 2018 Proposed Proposed
Jun'17-Apr'18 Annualized 2018 Budget 2019 Budget
Income
14100 •Developer Advance 60,709 69,357 62,885 73,525
14350 •Maintenance Tax Collections 9,000 9,000 0 10,000
14380 • Other Income 5 5 0 5
Total Income 69,714 78,362 62,885 83,530
Expense
16330 • Legal Fees 50,512 55,103 50,000 60,000
16350 • Engineering Fees 0 0 0 9,600
16430 •Bookkeeping Fees 4,699 5,599 3,000 4,500
16451• SB 622-Public Notice Expenses 0 0 0 0
16460 •Printing&Office Supplies 1,549 1,690 50 1,500
16470 •Filing Fees 357 389 100 300
16480 •Delivery Expense 130 142 20 100
16520 •Postage 30 33 15 50
16530 •Insurance 3,492 3,492 3,400 3,400
16540 •Travel Expense 643 701 0 1,080
16550 •TAC Fees 8,078 8,812 6,000 0
16560 •Miscellaneous Expense 2,312 2,317 300 3,000
16800 • CAD Fees 83 83 0 0
Total Expense 71,885 78,362 62,885 83,530
Net Surplus/(Defecit) (2,170) 0 0 0
-4-
Rock Prairie MD No. 2
Senate Bill 622- Fiscal Year Ending May 31, 2019
Sec.140.0045. ITEMIZATION OF CERTAIN PUBLIC NOTICE EXPENDITURES
REQUIRED IN CERTAIN POLITICAL SUBDIVISION BUDGETS.
The proposed budget of a political subdivision must include a line item indicating expenditures for notices required by law to be published in a
newspaper by the political subdivision or a representative of the political subdivision that allows as dear a comparison as practicable between
those expenditures in the proposed budget and actual expenditures for the same purpose in the preceding year.
General Operating Fund Consultant Projected Expenses Actual Expenses
Attorney $0.00 $0.00
Engineer 0.00 0.00
Operator 0.00 0.00
Other 0.00 0.00
Total $0.00 $0.00
Capital Projects Fund Consultant Projected Expenses Actual Expenses
Attorney $0.00 $0.00
Engineer 3,000.00 0.00
Finanical Advisor 0.00 0.00
Other 0.00 0.00
Total $3,000.00 $0.00
Tax Fund Consultant Projected Expenses Actual Expenses
Attorney $0.00 $0.00
Financial Advisor 0.00 0.00
Tax Assessor 200.00 0.00
Other 0.00 0.00
Total $200.00 $0.00
Total Consultant Projected Expenses' Actual Expenses2
Attorney $0.00 $0.00
Engineer 3,000.00 0.00
Financial Advisor 0.00 0.00
Operator 0.00 0.00
Tax Assessor 200.00 0.00
Other 0.00 0.00
Total $3,200.00 $0.00
Revortinr Reauirements:
'Projected Expenses for the upcoming year presented in last month of fiscal year with Annual Budget in bookkeeping report
2Actual Expenses for the preceding year presented in first month of fiscal year in bookeeping report
-5-
B &AHonesty Efficiency I Transparency I Accountability ! Continuity
MUNICIPAL TAX SERVICE LLC
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE MONTH ENDING
April 30, 2018
B&A MUNICIPAL TAX SERVICE,LLC
13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2680
HOUSTON,TX 77040 TOLL FREE 1-888-598-7409 1
M
oo &A
MUNICIPAL TAX SERVICE,LLC
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE PERIOD ENDING 4/30/18
RECEIVABLES SUMMARY
2017 Balance Forward Levy at 05/31/17 FYE $0 00
CAD Changes/Uncollectible $19,962.78
19,962 78
Outstanding Balance forward Prior Years at 05/31/17 FYE $0 00
CAD Changes/Uncollectible $0 00
0 00
Total Levy to be collected 19,962.78
Collection prior months(all years) ($19,833 31)
2017 Taxes Collected net NSF&KR Refunds during current month $0 00
Taxes Collected for Prior Years net NSF&KR Refunds during current month $0 00
(19,833.31)
Total Outstanding Balance 129.47
TAX ACCOUNT Beginning Balance—Tax Account 10,833.58
Income
Taxes Collected current Year $0 00
Taxes Collected Prior Year $0 00
Penalties& Interest $0 00
Collection Fee Paid $0.00
Overpayments $0 00
NSF or Reversals , Bank Charges(Check Order Charge) $0 00
Other Fees&Court Costs, Etc $0 00
CCI Overpayment $0 00
Escrow/Prepaid $0 00
Earned Interest $1.03
$1.03
(CKS 1002& 1003=Holding Checks)
10,834.61
Expenses
CK# 1004 B&A Municipal Tax Service, LLC- Inv MD2-023 $512 60
CK# 1005 B&A Municipal Tax Service, LLC- Inv MD2-024 $51 00
$563.60
Ending Balance—Tax Account 10,271.01
B&A MUNICIPAL TAX SERVICE,LLC
13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2680
HOUSTON,TX 77040 TOLL FREE 1-888-598-7409 2
B &A
MUNICII'AI TAX SEKVICF,IJ C
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE PERIOD ENDING 4/30/18
OUTSTANDING TAXES-YEAR TO DATE
BALANCE FORWARD CAD
TAX @ SUPPLEMENTS& OUTSTANDING COLLECTIONS
YEAR 10/01/17 CORRECTIONS UNCOLLECTIBLE COLLECTIONS TAXES PERCENTAGE
2017 $0 00 $19,962 78 $19,833 31 $129 47 99 35%
$129.47
EXEMPTIONS & TAX RATES
TAX HOMESTEAD OVER 65/ DEBT SERVICE CONTRACT TAX
YEAR EXEMPTION DISABLED M&0 RATE RATE RATE TOTAL RATE
2018 0.00% 0 0 00000 0.00000 0 00000 0 00000
2017 0 00% 0 0 50000 0 00000 0.00000 0 50000
DISTRICT VALUES
TAX LAND& PERSONAL
YEAR IMPROVEMENTS AG NET PROPERTY EXEMPTIONS TOTAL VALUE SR KR
2017 4,069,643 27,010 0 104,096 3,992,557 39 39
B&A MUNICIPAL TAX SERVICE,LLC
13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2680
HOUSTON,TX 77040 TOLL FREE 1-888-598-7409 3
B'acA
ROCK PRAIRIE MANAGEMENT DISTRICT 2
MUNICIPAL TAX SERVICE/11CFOR THE PERIOD ENDING 4/30/18
PROFIT& LOSS
CURRENT MONTH FISCAL YEAR
4/01/18 -4/30/18 6/01/17 -04/30/18
BEGINNING BALANCE 19,833.58 0.00
INCOME
10% Rendition Penalty 0 00 0 00
Bad Check Charges 0.00 0 00
Court Costs/Abstract& Filing Fees 0 00 0 00
Collection Fee 0 00 0 00
Earned Interest 1 03 1 30
Overpayments 0 00 0 00
Penalty& Interest 0 00 0.00
Taxes Collected 0 00 19,833 31
Total Income 1.03 19,834.61
EXPENSES
Audit/Records 0 00 0.00
Attorney—General Tax Matters 0.00 0 00
Bank Charges 0 00 0 00
Bond Premium 0 00 0 00
CAD Fees 0 00 0.00
Certificate of Value 0.00 0.00
Copies,Faxes 0 00 0 00
Correction Roll Refunds 0 00 0 00
Correction Roll Rendition Refunds 0 00 0 00
Continuing Disclosure 0 00 0 00
Court Affidavits 0.00 0.00
Delinquent Tax Attorney Assistance 0 00 0 00
Delinquent Tax Attorney Fee 0 00 0 00
House Bill 1597/Installment Tracking 0 00 0 00
Unclaimed Property Report 0 00 0.00
Legal Notices 0.00 0 00
Mailing & Handling 0 00 0 00
Meeting Travel & Mileage 0 00 0 00
NSF or Return Item Fees 0 00 0.00
Overpayment Refund 0 00 0.00
Public Hearing 0.00 0 00
Records Retention 0 00 0 00
Roll Update& Processing 0 00 0 00
Supplies 0 00 0 00
Tax Assessor Collector Fee—AB 0 00 0.00
Tax Rate Preparation &Calculation 0.00 0 00
Transfer to Contract Tax 0 00 0 00
Transfer to Maintenance&Operating 9,000 00 9,000 00
Transfer to Debt Service 0 00 0.00
9,000.00 9,000.00
ENDING BALANCE 10,834.61 10,834.61
B&A MUNICIPAL TAX SERVICE,LLC
13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2680
HOUSTON,TX 77040 TOLL FREE 1-888-598-7409 4
B&A
.MUNICIPAL. TAX SERVICL,LLC
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE PERIOD ENDING 4/30/18
YEAR TO YEAR COMPARISON__ _
2017 %/% 2016 % VARIANCE
October $0 00 0 00% $0.00 0.00% 0.00%
November $0 00 0 00% $0 00 0 00% 0 00%
December $0 00 0 00% $0 00 0 00% 0 00%
January $0 00 0.00% $0 00 0 00% 0 00%%
February $1,665 60 8 34% $0.00 0 00%% 8 34%%
March $18,167 71 99 35% $0 00 0.00% 99.35%
April $0.00 99 35% $0 00 0 00% 99 35%
May $0 00 0 00% $0.00 0 00% 0 00%
June $0 00 0 00% $0 00 0.00% 0 00%
July $0.00 0 00% $0 00 0 00% 0.00%,
August $0 00 1 0 00% $0 00 0 00% 0 00%%
I
September $0 00 ! 0 00%%ik', $0 00 0.00% 0 00%%
MONTHLY COLLECTIONS
2017
$0 00
B&A MUNICIPAL TAX SERVICE,LLC
13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2680
HOUSTON,TX 77040 TOLL FREE I-888-598-7409 5
B &/\ ROCK PRAIRIE MANAGEMENT DISTRICT NO 2
FOR THE PERIOD ENDING 04/24/18
MUNICIPAL TAX SERVICE,LLC
PLEDGED SECURITIES REPORT
SECURITIES PLEDGED AT 105%OVER FDIC INSURED $250,000
COLLATERAL SECURITY AGREEMENT ON FILE . YES
TAX BANK ACCOUNT HELD AT: WELLS FARGO/BANK OF NEW YORK MELLON
COLLATERAL SECURITY REQUIRED: NO
TYPE OF PLEDGED INVESTMENT:
IN COMPLIANCE W/DISTRICT INVESTMENT POLICY: YES
B A MUNICIPAL TAX SERVICE
13333 NORTHWEST FREEWAY SUITE 505 MAIN 713-900-2680
HOUSTON TX 77040 TOLL FREE 1-888-598-7409 PS
STATE OF TEXAS §
COUNTY OF BRAZOS §
Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor-Collector for the above named
District and the foregoing contains a true and correct report accounting for all taxes collected for
said District during the month therein stated.
Avik Bonnerjee, RTA
SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of May 2018.
4rl k REBECCA LYNN BREWER
'V IARY` Notary ID# 1258819 Rebecca Lynn Brewer
^I My Commission Expires March 1, 2020
'E TE'05 Notary Public, State of Texas
OG
Notary ID #1258819
My Commission Expires March 1, 2020
Invoice
B&A I Date Invoice# I
MUNICIPAL TAX SERVICE, LLC I 5/1/2018 MD2-023 I
Bill To
Rock Prairie Management District No.2
13333 Northwest Freeway
Suite 505
Houston TX 77040
Description Unit Count Rate Amount
Avik Bonnerjee,RTA-Tax Assessor Collector Fee May 2018. 500.00 500.00
2017 Additional Unit Count Invoiced 2018 14 0.90 12.60
Thank you for your business.
Total $512.60
13333Northwest Freeway Suite 505 • Houston,TX 77040 • PH:713-9002680 • www.bamunitax,O0+co
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TAX FUND ACCOUNT Texas
13333 NORTHWEST FWY,STE.505 31:775/%119
HOUSTON,TX 77040 5/1/2018
ORDER OFE B&A Municipal Tax Service,LLC $512.60
Five Hundred Twelve and 60/10************r
DOLLARS
B&A Municipal Tax Service,LLC
13333 Northwest Freeway
Suite 505 VOID AFTER 160 DAYS
Houston,TX 77040
MEMO
May 2018 TAC Fee Inv.M02-023
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MUNICIPAL TAX SERVICE, LLC
Bill To
Rock Prairie Management District No.2
13333 Northwest Freeway
Suite 505
Houston TX 77040
Description City Rate Amount
Copies 255 0.20 51.00
Thank you for your business.
Total
$51.00
13333 Northwest Freeway, Suite 505 • Houston,TX 77040 • Py,713-900-2580 • wwwba unitax.com
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TAX FUND ACCOUNT {
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HOUSTON,TX 77040 5/1/2018
PAY TO
ORDER THE B&A Municipal Tax Service,LLC "51.00
OF
Fifty-One and 00/100"""""""""`"******"","""
DOLLARS
B&A Municipal Tax Service,LLC
13333 Northwest Freeway
Suite 505 VOID AFTER 180 DAYS
Houston,TX 77040
MEMO
B&A Exp.Inv.MD2-024
11'00 LDO5u• t: I, 1 L900659•: L409195 L 28e
Jurisdiction:MD2 ROCK PRAIRIE MANAGEMENT DISTRICT NO.2 Page 1
Delinquent Tax Roll 5/3/2018
As of 4/30/2018 8:34 AM
Account No/Name/Address Cad No/Property Descr.
00090100040026 000000409397 Acreage:5.90300 Over 65 No
COLLEGE STATION CITY OF A000901,THOMAS CARRUTHERS(ICL),TRACT 4.26, Veteran No
%ACCOUNTING DEPARTMENT 5.903 ACRES Installment Code N
PO BOX 9973
COLLEGE STATION,TX 77842-7973
LAKEWAY DR
Due Aar.2018 Due May.2018 Due Jun 2018
Year Stmt Date Delo Date Code Taxes Penalties Payments Del. P&I Due Del.P&I Due Del.P&I Due
2017 2/16/2018 4/3/2018 117.02 0.00 0.00 8.19 125.21 10.53 127.55 12.87 129.89
00090100040063 000000402114 Acreage:0.11500 Over 65 No
GEVA URI A000901,THOMAS CARRUTHERS(ICL),TRACT 4.63, Veteran No
2809 BROTHERS BLVD 0.115 ACRES Installment Code N
COLLEGE STATION,TX 77845-5712
Due Aor 2018 Due May.2018 Due Jun.2018
Year Stmt Date Delq Date Code Taxes Penalties Payments Del. P&I Due Del. P&I Due Del.P&I Due
2017 2/16/2018 4/3/2018 12.45 0.00 0.00 0.87 13.32 112 13.57 1.37 13.82
Jurisdiction Totals
Year Tax Levy Base Taxes Due Penalties Due Del. P&I Due Atty Fee Due Escrow Amt Total Due Count %Collected
2017 19,962.78 129.47 0.00 9.06 0.00 0.00 138.53 2 99.35%
Report Prepared by B&A Municipal Tax
www bamunitax corn
EXHIBIT "C"
TBPE No.F-726
TBPLS No 10092300
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
ENGINEERING REPORT
MAY 2018
Engineering Report, including:
a. Authorize the design and/or advertisement of bids for construction of facilities within the
District,appioval of related Storm Sewer.Watei plans;including District
1. Status of design.of Lakeway Drive Reserve,Phase 101,Phase 102 and Phase 201.
Construction plans aie in design.
Board Action. None.
b. Authorize the award of or concurrence in awaid of contracts for the construction of
facilities within the District, authorizing acceptance of TEC Form 1295,and appioval of
any storm water permits,including
Board Action: None
c Status of construction facilities to serve land within the Distuct,including the approval of
any pay estimates, change orders;and authorize acceptance of Texas Ethics Commissions
("TEC") Form 1295,including
1. Construction of off-site sanitary sewei trunk line by Whitestone Civil Construction
LLC.
Contractor \1'httestnne Crcd(.onsmiction I LC
Contract Daly 180 days
Approved Lstenstons 0 days
Contract Completion Date 10/29/2018
Date.Approved Comment
Contract Bid Amount 52,078,962.00 5/2/2018 Notice to Proceed I+ucd
total Contract Amount S2,078,962.00
total Pat Requests S0.00
Remaining on Contract 52,078,963 00 100 00""of Contract Remaining
Notice to proceed (NTP) was issued on 5-2-18 Construction has started. Attached
is the NTP
Board Action None
\\Client\PS\151-068-(X)\Does\Reports.\may-2018_doc
Engineering the Future Since 1936
10555 Westoffice Drive Houston,Texas 77042 t 713.784.4500 I f 713.784.4577 www.EHRAinc.com
Rock Prairie Management District No. 2
May 2018
Page 2
2 Construction of on-site sanitary sewer trunk line by Greens Prairie Investors, Ltd
Contractor Greens Prairie Investors,Ltd
Contract Days 120 days
1pproved Extensions 0 days
Contract Completion Date
Pate Approved Comment
Contract Bid Amount 5322.584 00 \otnce to Proceed Issued
I otal Contract Amount S322,584 00
Iota]Pay Requests S0.00
Remaming on Contract S322,584 00 100.00%of Contract Rcmaunng
Pre-Construction luck-off meeting was held on 3-7-18. Notice to Proceed for
construction will be issued soon
Board Action. None.
3. Construction of water, sanitary, drainage and paving facilities for Bird Pond Road
by Brazos Paving, Inc;
Contractor Bravos Paving Inc
Contract Days 300 days
Approved Extensions 0 days
Contract Completion Date
Date Approved Comment
Contract Bid Amount 54,784,000.00 \otice to Proceed Issued
Final Contract.1 mount $4,784,000.00
Intal Pay Requests 50.00
Remaining on Contract S4,784,000.00 100 00°°of Contract Remaining
Contracts are being executed
Board Action: None
d. Acceptance of site and/or easement conveyances for facilities to be constructed for
the District; and acceptance of facilities for operation and maintenance purposes.
Board Action: None.
\\Client\I'S\151-t1G8-t10\Does\Reports\mar-2018.doc
10555 Westoffice Drive I Houston, Texas 77042 EH RA
t 713.784.4500 I 1 713.784.4577 I www.EHRAinc.com ��
Rock Prairie Management District No 2
May 2018
Page 3
e. Adoption of a plan relative to future proposed recreational facilities and adoption
of a Resolution Adopting Plan for recreational facilities.
•
Board Action:.None •
f Status of acceptance by the City of College Station,Texas, for maintenance of
streets
Board Action: None
\\Client\PS\151-O68-IIO\Docs\Reports\map-2111 a doc
10555 Westoffioe Drive I Houston, Texas 77042 EHRA
t 713.784.4500 I f 713.784.4577 I www.EHRAinc.corn `�
E H FIATBPENo.F-726
TBPLS No,10092300
April 30, 2018
Ms. Carrie Lewis
Whitestone Civil Construction,LLC
P.O. Box 1537
Cedar Park,Texas 78630
Re: Rock Prairie Management District No. 2
Construction of 48-Inch Sanitary Sewer Trunkline
Notice to Proceed
Dear Ms. Lewis.
You are hereby issued this Notice to Proceed for the above-referenced contract between Whitestone
Civil Construction,LLC and College Station Town Center, Inc., a Texas home-rule municipal
corporation, on behalf of Rock Prairie Management District No. 2.
Work shall commence on the above-referenced project within five (5) calendar days from the date
of this written Notice to Proceed. You shall proceed with construction in such a manner as to be
Substantially Complete within one hundred eighty (180) calendar days from the date of this Notice
to Proceed, on Monday. October 29, 2018,in accordance with the contract documents,for a total
contract amount of$2,078,962.00.
Should you have any questions,please do not hesitate to contact the undersigned at 713-784-4500.
Sincerely,
/77
Jason Keeling
Construction Project Manager
JK/nt
cc. Rock Prairie Management District No. 2—c/o Schwartz,Page&Harding,LLP
Texas Commission on Environmental Quality—Reg 12
Mr.James Murr—College Station Land Investments,LP
Mr. Stephen Maldonado Jr.,P.E.—The City of College Station
Mr.Joe Schultz—Schultz Engineering,LLC
Blake McGregor,P.E. —Firm
Fred Sission—Firm
P•\141-021-22\CPS\Uu6ties(DS•I)\Kickoff\NTP\Whitestone-Notice to Proceed doc
• Engineer'ing;the Future Since1936
10555.Westoffice Drive•I,Houston,Texas 77042 t 713.784.4500 I;f 713.784,4577 I w•Ww.EHRAinc..com
E Fl R TBPE No.F-726
TBPLS No.10092300
April 18, 2018
Mr. Billy Prewitt
Brazos Paving,Inc.
PO Box 714
Bryan,Texas 77806
Re: Rock Prairie Management District No 2 -
Construction of Bird Pond Road
Contract Award Letter
Dear Mr Prewitt.
You are hereby notified that the Owner, College Station Town Center, Inc, on behalf of Rock Prairie
Management District No. 2, has elected to award the Contract for the above-referenced project to your firm,
Brazos Paving, Inc for the amount of$4,784,000.00,with a contract completion time of three hundred (300)
calendar days,contingent upon approval of the bonds and certificate of insurance.
Together, herewith, you will find four (4) sets of Contract Documents for completion of the Performance
and Payment Bonds, Inseitton of the insurance certificates and your execution. The Certificate of Insurance
shall include a provision that coverage's afforded under the policies will not be cancelled until at least a thirty
(30) day prior written notice has been given to the OWNER. Please do not date the contracts or bonds, as
they will be dated subsequent to the Owner's execution Please be sure to name College Station Town
Center, Inc., on behalf of Rock Prairie Management District No. 2 c/o Edminster,Hinshaw,Russ &
Associates, Inc. d/b/a EHRA, 10555 Westoffice Drive, Houston, Texas 77042 as the Certificate
Holder. In addition, please be sure to name College Station Town Center, Inc., Rock Prairie
Management District No. 2 and Edminster, Hinshaw, Russ & Associates, Inc. d/b/a EHRA as
additional insureds on all insurance policies except Worker's Compensation with a Waiver of
Subrogation in favor of College Station Town Center, Inc., Rock Prairie Management District No. 2
and Edminster,Hinshaw,Russ &Associates,Inc. d/b/a EHRA.
We appreciate your cooperation and look forward to working with you on this project. If you should have
any questions please do not hesitate to contact the undersigned at 713-784-4500.
Sincerely,
Jason Keeling
Construction Project Manager
JK/nt
cc• Rock Prairie Management District No 2—c/o Schwartz,Page&Harding,LLP
Texas Commission on Environmental Quality—Region 12
Mr.James Murr—College Station Land Investments,LP
Blake McGregor,P.E.—Firm
P.\141-021-41\CPS\Bird Pond Rd(REBID)\Contract Docs\Award\ROA\Brazos-Contract Award Letter doe
• Engineering the Future Since 1936
10555 Westoffice Drive] Houston,Texas 77042 it 713:784.450.0 I'f 713.784.4577 i www.EHRAinc.cpm
EXHIBIT "D"
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (the "Agreement") is made and entered into this 10th day
of May, 2018, by and between COLLEGE STATION DOWNTOWN RESIDENTIAL, LLC, a
Texas limited liability company ("Landowner"), and Rock Prairie Management District No 2, a
body politic and corporate and a governmental agency of the State of Texas, operating under and
governed by the provisions of Chapter 3909, Texas Special District Local Laws Code, and
Sections 52 and 52-a of Article III and Section 59 of Article XVI of the Texas Constitution (the
"District").
WITNESSETH
WHEREAS, Landowner is the owner of certain of the land ("Landowner's Land") located
within the District, said land being as more particularly described on Exhibit "A" attached hereto
and made a part hereof; and
WHEREAS, the District will submit to the Texas Commission on Environmental Quality
(the "Commission") an application or applications for approval to issue bonds (the "Bonds") for
the purpose of financing certain improvements to the District's water, sanitary sewer and
drainage facilities constructed or to be constructed within the District (the "Commission
Approved Facilities") and for the further purpose of paying the Landowner for certain costs
associated with the Commission Approved Facilities; and
WHEREAS, pursuant to the rules of the Commission, the District is required, as a
condition precedent to the approval by the Commission of the District's application for approval
to issue the Bonds, to enter into an agreement with Landowner and its respective lender(s), if
any, receiving proceeds of the Bonds pursuant to which Landowner and its lender(s), if any,
permanently waive the right to claim agricultural, open-space, wildlife management, timberland
or inventory valuation for the Landowner's Land and any homes or buildings constructed thereon
which Landowner may own in the District with respect to taxation by the District unless such
exemptions are in effect at the time of the Commission approval of the Bonds and the tax rate
calculations contain such exemptions; and
WHEREAS, the Commission also requires that, if the cash flow analysis with respect to
the Bonds is based upon a Certificate of estimated assessed valuation ("Certificate"), the
Landowner certify that it will not challenge or attempt to reduce valuation of Landowner's Land
below the values shown on the Certificate for the life of the Bonds; and
WHEREAS, the District will submit to the Office of the Attorney General of Texas (the
"Attorney General") for approval a transcript of proceedings for the issuance of bonds for the
purpose of financing certain road improvements (together with the Commission Approved
Facilities, the "Facilities"); and
WHEREAS, as part of said transcript, the Attorney General requires that the District
certify as to compliance with certain provisions of Commission Rule 30 TAC § 293.59 relative
to the financial feasibility of the Bonds; and
WHEREAS, in making such certification, the District will rely on the value reflected in
the certificate.
NOW, THEREFORE, Landowner and the District, for and in consideration of the
issuance and sale of the Bonds by the District and the subsequent financing of the Facilities and
the payment to Landowner of certain costs as above described, the mutual covenants expressed
herein and the mutual benefits to be derived herefrom, do hereby covenant and agree as follows:
1 Landowner, on behalf of itself, its successors and assigns, and as an inducement to the
District to issue the Bonds, does hereby waive, release, relinquish and agree to forego any
and all rights it may presently have or in the future acquire to claim agricultural, open-
space, wildlife management, timberland or inventory valuation for all or any portion of
the Landowner's Land, and for any homes or buildings which may now exist or in the
future be constructed upon the Landowner's Land, with respect to taxation by the District
unless such exemptions are in effect at the time of the Commission approval (or, if
Commission approval is not required, at the time of approval by the Attorney General) of
the Bonds and the tax rate calculations contain such exemptions. Such waiver shall be
applicable only to taxation by the District, and this Agreement shall not be construed as a
waiver of any right which Landowner may presently have or in the future acquire to
claim agricultural, open-space, wildlife management, timberland or inventory valuation
for the Landowner's Land with respect to taxation by any taxing jurisdiction other than
the District.
2. Landowner does hereby agree that, for the life of the Bonds, it will not challenge or
attempt to reduce the valuations on Landowner's Land within the District to achieve a
valuation less than that shown on the Certificate, if any, reflected in the District's
application to the Commission for approval of the Bonds or relied upon in making the
certification to the Attorney General.
3 It is intended by the parties hereto that this Agreement shall be binding on Landowner, its
successors and assigns, and any entities related to or affiliated with Landowner and their
respective successors and assigns, for so long as this Agreement shall remain in force and
effect as provided in paragraph 5 below Landowner hereby represents that other than
The Bank & Trust of Bryan/College Station, which joins in the execution hereof for all
purposes, no lender or lienholder has, as of the date hereof, any interest in and to the
Landowner's Land or any portion thereof, and that Landowner, by its execution hereof,
has the right, power and authority to encumber the Landowner's Land with the waiver
agreed to herein and that the signatory hereto has been duly authorized by all necessary
corporate action to execute this Agreement on behalf of Landowner.
-2-
Waiver Agreement(5-10-18:CSDR)RPM-D2
4 It is intended that this Agreement shall be recorded in the Real Property Records of
Brazos County, Texas, and that the waiver agreed to herein is a covenant binding upon
and running with the Landowner's Land and is not a personal covenant of Landowner.
5 This Agreement shall remain in full force and effect for thirty (30) years or until none of
the Bonds remain outstanding, whichever comes first, and shall not be modified or
amended, and the covenants created herein and encumbering the Landowner's Land shall
not be released, without the written authorization of the Commission and the District;
provided, however, that in the event the District is dissolved by the City of College
Station Texas, this Agreement shall terminate without further action upon the occurrence
of such dissolution, and further provided, however, that should approval by the
Commission (or, with respect to Bonds issued to finance road improvements, the
Attorney General) of the Bonds not be obtained or should the District fail to issue the
Bonds, the District shall enter into a mutual termination agreement with the Landowner,
which shall terminate this Agreement, within ninety (90) days after the District makes a
final determination that such approval will not be obtained or the Bonds will not be
issued.
6. The District agrees to process an application or applications to the Commission, or as
applicable a transcript of proceedings to the Attorney General, for approval to issue the
Bonds in accordance with the provisions of those certain Utility Development
Agreements between the District and Landowner, as soon as reasonably practical
following receipt by the District of a fully executed original of this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
-3-
Waiver Agreement(5-10-18;CSDR) RPMD2
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
the day and date above first written.
COLLEGE STATION DOWNTOWN
RESIDENTIAL, LLC, a Texas limited liability
company
By GREENS PRAIRIE INVESTORS, LTD., a
Texas limited partnership, its Manager
By GREENS PRAIRIE ASSOCIATES LLC,
a Texas limited liability company, its General
Partner
By
Wallace Phillips, Manager
THE STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this day of
2018, by Wallace Phillips, Manager of Greens Prairie Associates LLC, a Texas limited liability
company and General Partner of Greens Prairie Investors, Ltd., a Texas limited partnership and
Manager of College Station Downtown Residential, LLC, a Texas limited liability company, on
behalf of said entities.
Notary Public in and for the
State ofTEXAS
(SEAL)
-4-
Waiver Agreement(5-10-18;CSDR)RPMD2
THE BANK & TRUST OF BRYAN/COLLEGE
STATION
By
Name:
Title:
THE STATE OF TEXAS §
§
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this day of
2018, by , the of The Bank & Trust of
Bryan/College Station.
Notary Public in and for
the State of TEXAS
(SEAL)
-5-
Waiver Agreement(5-10-18;CSDR)RPMD2
ROCK PRAIRIE MANAGEMENT
DISTRICT NO 2
By.
President, Board of Directors
THE STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this day of
, 2018, by Uri Geva, President of the Board of Directors of Rock
Prairie Management District No 2, a political subdivision of the State of Texas, on behalf of said
political subdivision.
Notary Public in and for the
State of TEXAS
(SEAL)
-6-
Waiver Agreement(5-10-18;CSDR) RPMD2
EXHIBIT"A"
111.679 ACRE TRACT
METES AND BOUNDS DESCRIPTION
OF A
111.679 ACRE TRACT
THOMAS CARUTIIERS LEAGUE,A-9
COLLEGE STATION,BRAZOS COUNTY,TEXAS
METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND
BEING SITUATED IN THE THOMAS CARUTHERS LEAGUE, ABSTRACT NO. 9, COLLEGE STATION,
BRAZOS COUNTY, TEXAS. SAID TRACT BEING A PORTION OF THE REMAINDER OF A CALLED 231.97
ACRE TRACT AS DESCRIBED BY A DEED TO COLLEGE STATION LAND INVESTMENT,LP RECORDED IN
VOLUME 10600,PAGE 156 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY,TEXAS.
SAID TRACT BEING MORE PARTICULARLY DESCRIBED BYMETES AND BOUNDS AS FOLLOWS:
COMMENCING AT A 1/2 INCH IRON SET (IN 2012) ON THE SOUTH LINE OF ROCK PRAIRIE ROAD
(VARIABLE WIDTH R.O W.)MARKING THE NORTHWEST CORNER OF SAID 231.97 ACRE TRACT AND
THE NORTHEAST CORNER OF THE REMAINDER OF A CALLED 10.846 ACRE TRACT AS DESCRIBED BY A
DEED TO JO ANN ATKINS RECORDED 1N VOLUME 267,PAGE 483 OF THE DEED RECORDS OF BRAZOS
COUNTY, TEXAS, FOR REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 13° 49' 13" W FOR A
DISTANCE OF 1.02 FEET;
THENCE: S 86°27'34"E ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR A DISTANCE OF 603.26
FEET TO A 1/2 INCH IRON ROD FOUND MARKING AN ANGLE POINT IN SAID LINE,FOR REFERENCE A
1/2 INCH IRON ROD FOUND BEARS: S 04° 14'47" W FOR A DISTANCE OF I,00,FEET;
THENCE: S 85° 01' 50" E CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR A
DISTANCE OF 5.27 FEET TO THE POINT OF BEGINNING OF THIS HEREIN DESCRIBED TRACT,
THENCE: CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR THE FOLLOWING
CALLS;
S 85°01'50"E FOR A DISTANCE OF 1221.28 FEET TOA 1/2 INCI,I IRON ROD SET(IN 2012),FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 05° 17' 18" W FOR A DISTANCE OF 1,00
FEET,
S 84°23'35" E FOR A DISTANCE OF 70.89 FEET TO A 1/2 INCH IRON ROD SET(IN 2012);
N 00°40'34" W FOR A DISTANCE OF 1.51 FEET TO A 1/2 INCH IRON ROD SET(IN 2012);
S 84°23'35"E FOR A DISTANCE OF 543.05 FEET TO A 1/2 INCH IRON ROD SET(IN 2012),FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 06°46'24"W FOR A DISTANCE OF 2.50
FEET;
S 82°03'38"E FOR A DISTANCE OF 195.36 FEET TO A 1/2 INCH IRON ROD SET(IN 2012)ON THE
WEST LINE OF LOT 1, ROCK PRAIRIE BAPTIST CHURCH, ACCORDING TO THE PLAT
RECORDED IN VOLUME 7312, PAGE 207 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS
COUNTY,TEXAS,FOR REFERENCE A 1/2 INCHIRONROD FOUND MARKING THE NORTHWEST
CORNER OF SAID LOT 1 BEARS;N 07°35'00"E FORA DISTANCE OF 7.64 FEET AND ANOTHER
1/2 INCH.IRON ROD FOUND BEARS; S 07°58'42" W FORA DISTANCE OF 2.50 FEET;
1
111.679 ACRE TRACT
THENCE: S 07°58'42"W ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID LOT 1 FOR
A DISTANCE OF 528.64 FEET TO A 1/2 INCH IRON ROD SET (IN 2012) MARKING THE SOUTHWEST
CORNER OF SAID LOT 1;
THENCE: S 82°01' 39" E CONTINUING ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND
SAID LOT 1 FOR A DISTANCE OF 698.85 FEET TO A 1/2 INCH IRON ROD FOUND ON THE WESTERLY LINE
OF A CALLED 13.95 ACRE TRACT AS DESCRIBED BY A DEED TO OLIVER GOEN RECORDED IN VOLUME
10424, PAGE 40 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, MARKING THE
SOUTHEAST CORNER OF SAID LOT 1,
THENCE: ALONG THE COMMON LINE OF SAID 231 97 ACRE TRACT AND SAID 13.95 ACRE TRACT FOR
THE FOLLOWING CALLS:
S 20°23' 16"E FOR A DISTANCE OF 112.62 FEET TO A CROSS-TIE FENCE POST FOUND;
S 41°51'55"W FOR A DISTANCE OF 1390.07 FEET TO A 6 INCH FENCE POST FOUND;
S 48°02'02"E FOR A DISTANCE OF 341 48 FEET TO A 1/2 INCH IRON ROD FOUND MARKING
THE SOUTH CORNER OF SAID 13.95 ACRE TRACT AND THE MOST WESTERLY CORNER OF A
CALLED 19.61 ACRE TRACT AS DESCRIBED BY A DEED TO ARCHIE P.CLARK AND LINDA L.
CLARK RECORDED IN VOLUME 561, PAGE 28 OF THE OFFICIAL RECORDS OF BRAZOS
COUNTY,TEXAS;
THENCE: S 48°17'01"E ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 19,61 ACRE
TRACT FOR A DISTANCE OF 250,65 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE SOUTH
CORNER OF SAID 19.61 ACRE TRACT AND THE WEST CORNER OF A CALLED 19,69 ACRE TRACT AS
DESCRIBED BY A DEED TO EUGENE BERNARD•SAVAGE,IBI AND GRACE LYNN SAVAGE RECORDED TN
VOLUME 7912,PAGE 265 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY,TEXAS;
THENCE: S 48°35'09"E ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 19.69 ACRE
TRACT FOR A DISTANCE OF 437.42 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE SOUTH
CORNER OF SAID 19.69 ACRE TRACT AND THE WEST CORNER OF A CALLED 66.32 ACRE TRACT AS
DESCRIBED BY A DEED TO THE CITY OP COLLEGE STATION RECORDED IN VOLUME 4480,PAGE 135 OF
THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY,TEXAS,SAID IRON ROD FOUND BEING ON THE
NORTHERLY LINE OF A CALLED 100.64 ACRE TRACT AS DESCRIBED BY A DEED TO THE CITY OF
COLLEGE STATION RECORDED IN VOLUME 6927, PAGE 226 OF THE OFFICIAL PUBLIC RECORDS OF
BRAZOS COUNTY, TEXAS;
THENCE: S 77° 55'55" W ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 100.64
ACRE TRACT FOR A DISTANCE OF 1491.58 FEET TO THE SOUTHWEST CORNER OF THIS HEREIN
DESCRIBED TRACT,
DUNCE: THROUGH SAID 231.97 ACRE TRACT FOR THE FOLLOWING CALLS:
N'20°36'12"W FORA DISTANCE OF 176.11 FEET TO THE BEGINNING OF A CLOCKWISE CURVE
HAVING A RADIUS OF 496.95 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19°14'22"FOR AN ARC DISTANCE OF
166.87 FEET(CHORD BEARS:N 78° 18'35"E-166,09 FEET)TO THE END OF SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 619.38 FEET-
2
111.679 ACRE TRACT
ALONG SAID CURVE THROUGHA CENTRAL ANGLE OF 04°41'59"FOR AN ARC DISTANCE OF
50.81 FET(CHORD BEARS:S 89°43' 14"E-50.79 FEET)TO THE END OF SAID CURVE ANDTHE
BEGINNING OF A NON-TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 707,92
FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18°37'59"FOR AN ARC DISTANCE OF
230.22 FEET(CHORD BEARS;N 79°45'24" E-229,21 FEET)TO THE ENI)OF SAID CURVE AND
THE BEGINNING OF A COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 1331.46 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07°55'41"FOR AN ARC DISTANCE OF
184.24 FEET(CHORD BEARS; N 66°28'34"E-184.09 FEET)TO THE END OF SAID CURVE;
N 27°29' 17"W FOR A DISTANCE OF 30.00 FEET TO THE BEGINNING OF A CLOCKWISE CURVE
HAVING A RADIUS OF 1301.46 FEET;
ALONG SAID CURVE THROUGHA CENTRAL ANGI.F OF 67°55141"FOR AN ARC DISTANCE OF
180.09 FEET(CHORD BEARS: S 66°28'34" W-179.94 FEET)TO THE END OF SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 677,92 FEET;
ALONG SAID CURVE THROUGH'A CENTRAL ANGLE OF 18°33'22"FOR AN ARC DISTANCE OF
219.55 FEET(CHORD BEARS;S 79°43'05" W-218.59 FEET)TO THE END OF SAID CURVE AND
THE BEGINNING OF A NON-TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF
649;38 FEET,
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°36'57"FOR.AN ARC DISTANCE OF
52.31 FEET (CHORD BEARS: N 89°45'46" W-52,30 FEET)TO THE END OF SAID CURVE AND
THE BEGINNING OF A COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 526,95 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19°11'57"FOR AN ARC DISTANCE OF
176.57 FEET(CHORD BEARS: S 78° 19'48" W-175.75 FEET)TO THE END OF SAID CURVE;
N 20° 36' 12" W FORA DISTANCE OF 605A5 FEET;
N 17° 18' 20" E FOR A DISTANCE OF 383.01 FEET TO THE BEGINNING OF A
COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 210.00 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89°22'44"FOR AN ARC DISTANCEOF
327.59 FEET(CHORD BEARS;N 27°23'02" W-295.37 FEET)TO TUE END OF SAID CURVE;
N 72°04'24" W FOR A DISTANCE OF 125.34 FEET,
N 80° 33'42"W FORA DISTANCE OF 208,59 FEET;
N 42° 25' 58" W FOR A DISTANCE OF 195.39 FEET TO THE BEGINNING OF A
COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 626.50 FEET;
ALONG SAID CURVE THROUGH CENTRAL ANGLE OF 04°30'42"FOR AN ARC DISTANCE OF
49.33 FEET(CHORD BEARS: N 45° 18'41" E-49.32 FEET)TO THE END OF SAID CURVE;
3
111.679 ACRE TRACT
N 04° 58'37"E FOR A DISTANCE OF 87 76 FEET;
N 85°01'23"W FOR A DISTANCE OF 576.72 FEET;
N 03° 32'26"E FOR A DISTANCE OF 919,45 FEET;
S 86°27'34"E FOR A DISTANCE OF 129,36 FEET;
N 03°32'26"E FORA DISTANCE OF 135.00 FEET;
S 86° 00'06"E FOR A DISTANCE OF 32,20 FEET;
N 03°32'26"E FORA DISTANCE OF 130.13 FEET TO THE POINT OF BEGINNING CONTAINING
111.679 ACRES OF LAND, MORE OF LESS, AS SURVEY-3D ON THE GROUND MAY 2015,
BEARING SYSTEM SHOWN HEREIN IS BASED ON THE DE jD CALL BEARINGS OF SAID 231.97
ACRE TRACT, 10600/156. SEE PLAT PREPARED JULY 2017 FOR MORE DESCRIPTIVE
INFORMATION.
BRAD KERR
REGISTERED PROFESSIONAL
LAND SURVEYOR No, 4502 ! 3�;
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4
EXHIBIT "E"
MUNICIPAL ADVISORY CONTRACT
To: Board of Directors
Rock Prairie Management District No.2(the"District"):
1 We understand that you are contemplating the issuance of securities of the kinds, in the amounts and for the
purposes indicated asfollows:
All bonds to be issued by the District. Such bonds may be authorized by the voters of the District or may be issued on a
contractual basis. All bonds must be authorized for sale by the District's Board of Directors. In addition, the term
"Bonds" is understood to include, but not be limited to, unlimited tax bonds, revenue bonds, refunding bonds, bond
anticipation notes,or other lawful securities issued by the District.
and that in connection with the issuance of these securities you desire this proposal from us to perform professional services in
the capacity of Municipal Advisor for your District(hereinafter called"Issuer").
2. By this proposal we offer our professional services and our facilities as Municipal Advisor for the issuance and sale
of the above-described securities,and in that capacity,we agree to perform the following duties, and to perform such other duties,
as,in our judgment,may be necessary or advisable:
a. We will make a survey of the financial resources of the Issuer to determine the extent of its borrowing capacity
This survey will include an analysis of the existing debt structure as compared to existing and projected sources
of income which may be pledged to secure payment of debt service,and where appropriate,will include a study
of the trend of the assessed valuation of the Issuer, the Issuer's taxing power, and the present and estimated
future taxing requirements. If the revenues of a system or facility are to be pledged to repayment of the
securities in question,the survey will take into account any outstanding obligations which are payable from the
net revenues thereof, additional net revenues to arise from any proposed rate increase, and the additional net
revenues as projected by your consulting engineers as a result of the improvements to be financed by the
securities in question.We will also take into account your future financing needs and operations as projected by
our staff and/or your consulting engineers and other experts.
b. On the basis of the information developed by the survey described in the above and foregoing paragraph, and
on the basis of other information and experience available to us,we will submit our written recommendations
on the financing in question. Our plan will include recommendations as to the date of issue, interest payment
dates, schedule of principal maturities, options of prior payment, and any other necessary additional security
provisions designed to make the issue more attractive to investors. All recommendations will be based on our
best professional judgment, with the goal of designing securities which can be sold under terms most
advantageous to Issuer,and at the lowest interest cost consistent with all other considerations.
c. We will advise you of current bond market conditions,forthcoming bond issues,and other general information
and economic data which might normally be expected to influence the interest rates or bidding conditions, so
that the date for the sale of the securities can be set at a time which,in our opinion,will be favorable.
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d. If it is necessary to hold an election to authorize the Bonds, we will,under the direction of the bond attorneys,
assist in coordinating the assembly and transmittal to the bond attorneys of such data as may be required for the
preparation of the necessary petitions, orders, resolutions, notices and certificates in connection with the
election.
e. We will coordinate the preparation and submission of the Official Notice of Sale, the Official Statement or
Offering Statement, and such other market documents which you may require. We will also supervise
preparation of the uniform bid form, containing provisions recognized by the municipal securities industry as
being consistent with the securities offered for sale. We will submit to you all such offering documents,
including the Official Statement, for your proper examination, approval and certification. After such
examination, approval and certification we will furnish you with a supply of such documents and shall mail a
set of the same to a list of prospective bidders, a copy of which list shall be submitted to you upon request. We
will also supply sufficient copies of the Official Statement or Offering Statement to the purchaser of the
securities in accordance with the terms of the Notice of Sale.
f. We will make recommendations to the Issuer on the matter of bond rating(s) for the proposed issue and when
directed by you shall coordinate the preparation of such information as in our opinion is required for submission
to the rating agency(ies). In those cases where the advisability of personal presentation of information to the
bond rating agencies may be indicated,we will arrange for such personal presentation.
g. If the securities are to be sold at public sale, we will disseminate information to prospective bidders, we will
organize such information meetings as in our judgment may be necessary, and we will work with prospective
bidders to assist them in timely submitting proper bids.We will assist you at the bond sale for the purpose of
coordinating the receipt of bids,and the furnishing of good faith checks where indicated, and for the purpose of
tabulation and comparison of bids,and will advise you as to the best bid, and will provide our recommendation
as to acceptance or rejection of such bid. As soon as a bid for the bonds shall be accepted by you, we will
proceed to coordinate the efforts of all concerned to the end that the bonds may be delivered and paid for as
expeditiously as possible. We shall assist you in the preparation of verification of final closing figures, and
when requested will provide suggestions on a program of temporary investment of bond proceeds, in
consultation with the Issuer's architect or consulting engineer,consistent with the construction timetable for the
project.
After closing we will deliver to you and your paying agent(s)definitive debt records,including a schedule of annual debt
service requirements on the obligations being delivered to the purchaser.
3. We agree to direct and coordinate the entire program of financing herein contemplated. In that connection we
understand that you have retained or expect to retain a firm of nationally recognized municipal bond attorneys, who will prepare
the proceedings and advise the steps necessary to be taken to issue the securities and who will issue an opinion approving their
legality We will maintain liaison with this firm of bond attorneys and shall assist in all financial advisory aspects involved in the
preparation of appropriate legal proceedings and documents.
Where the issuance and sale of the securities, and construction of the project in question, requires the approval of any
state or governmental agency, we shall assist you in the preparation of all financial information required for inclusion in
applications for such approval, and when requested by you,shall appear on your behalf to provide appropriate testimony at public
hearings before state and other governmental commissions and the boards. We will also be available to participate with you in any
preliminary conferences with the staffs of any state or governmental agencies involved. and we will, for qualified projects,
coordinate the preparation of financial assistance applications required for state involvement.
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4. In consideration for the services rendered by us in connection with the issuance and sale of the above-described
securities,it is understood and agreed that our fee will be as follows:
The District,in consideration of the services to be performed will pay afee to be computed as follows on each installment
of Bonds issued by the District:
Up to$5,000,000 2%of the par amount issued
$5,000,000-$8,000,000. plus 1.75%ofthepar amount
$8,000,000-$11,000,000. plus 1.50%ofthe par amount
Over$11,000,000 plus 1.25%of the par amount
In connection with refunding bonds,our fee for professional services rendered will be computed at I%of the par amount
of the bonds.
In connection with the issuance of bond anticipation notes, our fee for professional services will be computed for each
issue of notes actually sold and delivered to and paid for by purchaser(s)on the basis of one percent(1%)of par value of
the note with a minimum of$15,000.
In addition to our fee,the Issuer will be responsible for the expenses set forth below In some cases, we may incur these
expenses on your behalf, and you agree to reimburse us for such expenses. All such expenses shall have prior approval by the
Board of Directors.
All expenses of issuance will be borne by the Issuer. These issuance expenses include,but are not limited to,the cost
of printing and mailing the Official Notice of Sale and the Official Statement,the travel expenses of the financial advisor,if any,
incurred in presentation(s)before regulatory authorities,the national rating agencies,and/or credit enhancement companies on
behalf of the Issuer,the fees of the national rating services pertaining to their assignment of credit rating(s)to the Issuer,credit
enhancement fees, bond printing expenses, bond attorneys, security attorneys, or other attorney fees, the cost of legal
advertisement and the Municipal Advisory Council of Texas listing fee.
Our fee and reimbursable expenses shall become due and payable simultaneously with the delivery of the securities to
the purchaser. In the event the sale of securities to the purchaser does not occur, our reimbursable expenses shall become due and
payable within thirty(30)days after receipt of an invoice therefor by the Issuer.
5. Special Conditions. In addition to the terms and obligations herein contained,this proposal and agreement is
subject to the following special conditions:
If we are requested to perform additional financial advisory services for the Issuer other than in connection with the
issuance and sale of the securities, such additional services will be billed at hourly rates, such present rates shown as
Appendix A. Such financial advisory services to be billed at the hourly rate include, but are not limited to costs(or
expenses), tax rate recommendations, compilation of financial information required by continuing disclosure
requirements,the Texas Commission on Environmental Quality,municipal bond rating companies, and/or municipal
bond insurance companies,review of audit reports and preparation of recommendations pertaining to financial condition
of the Issuer, and time for meetings at which our presence is required by the Issuer. In addition,we will charge the
Issuer for any out-of-pocket expenses incurred by us(such as travel,courier deliveries,photocopying and legal)in the
performance of these services. We will invoice the Issuer on a monthly basis for these additional fees and expenses
and,unless other arrangements are made,would expect that statements be processed and paid within thirty(30)days of
receipt. The performance of any other services not contemplated above or by our financial advisory contract will require
the prior approval of the Issuer.
This agreement may be terminated by us or the District on thirty (30) days written notice, and we would expect to be
paid for services rendered up to the termination date;provided,however that this agreement may not be terminated with
regard to its application to any issue of Bonds which we have been authorized to advertise for sale.
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6. Post Oak Municipal Advisors LLC is providing its Disclosure Statement of Municipal Advisor (the "Disclosure
Statement"), attached hereto as APPENDIX B, current as of the date of this agreement, setting forth disclosures by Post Oak
Municipal Advisors LLC of material conflicts of interest, if any,and of any legal or disciplinary events required to be disclosed
pursuant to Rule G-42. The Disclosure Statement also describes how Post Oak Municipal Advisors LLC addresses or intends to
manage or mitigate any disclosed conflicts of interest, as well as the specific type of information regarding, and the date of the
last material change, if any,to the legal and disciplinary events required to be disclosed on Forms MA and MA-I filed by Post
Oak Municipal Advisors LLC with the United States Securities and Exchange Commission.
7. All records and documents related to the services of the Municipal Advisor to the District hereunder shall be the
District's property The District and the Municipal Advisor each acknowledge that the requirements of Chapter 552, Texas
Government Code, as amended (the "Public Information Act"), and Chapters 201-205, Texas Local Government Code, as
amended (the "Local Government Records Act," and together with the Public Information Act, the "Acts"), each apply to all
public information, as defined by the Public Information Act, and all local government records, as defined by the Local
Government Records Act,related to the relationship between the District and the Municipal Advisor,and to any work carried out
thereunder The Municipal Advisor covenants that it will comply with all requirements of the Acts, the District's Record
•
Management Program, and all applicable rules, regulations, policies and retention schedules adopted thereunder until the
termination of this Agreement Upon termination of this Agreement, said records and documents, other than in proprietary form,
shall be promptly delivered by the Municipal Advisor to the District or the District's designee.
8 This proposal is submitted in duplicate originals When accepted by Issuer, it will constitute the entire agreement
between Issuer and the undersigned for the purpose and considerations herein specified. Your acceptance will be indicated by
proper signatures of your authorized officer or representative on both copies and the returning of one executed copy to us
9 I, on behalf of Post Oak Municipal Advisors LLC (the"Business Organization"),represent that,to the extent this
Agreement constitutes a contract for goods or services within the meaning of Section 2270.002 of the Texas Government Code,
as amended, solely for purposes of compliance with Chapter 2270 of the Texas Government Code, and subject to applicable
Federal law including without limitation, 50 U S C Section 4607, none of the Business Organization, nor any wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate of the Business Organization (i) boycotts Israel or (ii) will
boycott Israel through the term of this Agreement The terms"boycotts Israel"and"boycott Israel"as used in this paragraph have
the meanings assigned to the term"boycott Israel"in Section 808 001 of the Texas Government Code,as amended
10. I, on behalf of the Business Organization, represent that, to the extent this Agreement constitutes a governmental
contract within the meaning of Section 2252 151 of the Texas Government Code,as amended,solely for purposes of compliance
with Chapter 2252 of the Texas Government Code,and except to the extent otherwise required by applicable Federal law,none of
the Business Organization, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the
Business Organization(i) engage in business with Iran, Sudan,or any foreign terrorist organization as described in Chapters 806
or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company
listed by the Texas Comptroller of Public Accounts under Sections 806 051, 807 051, or 2252.153 of the Texas Government
Code. The term "foreign terrorist organization in this paragraph has the meaning assigned to such term in Section 2252 151 of
the Texas Government Code, as amended
Respectfully submitted,
POST OAK MUNICIPAL ADVISORS LLC
By C Terrell Palmer
Title. President
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ACCEPTANCE ll
ACCEPTED by the Board of Directors of Rock Prairie Management District No 2,on tv , 2018.
By
Itr1 GIwi.
Title. President Board of Directors
ATTEST. DD
Ti e• Secretary loflrd of Directors
(SEAL)
Page 5 of 5
APPENDIX A
Hourly Rates(as of January 1 201R1
President or CEO $400
Executive Vice President $250
Vice President $200
Assistant Vice President $ 175
Associate/Analyst $ 125
Clerical/Administrative $75
A-1
APPENDIXB
DISCLOSURE STATEMENT OF MUNICIPAL ADVISOR
This Disclosure Statement is provided by Post Oak Municipal Advisors LLC (the "Municipal Advisor") to you (the
"Issuer") in connection with our current municipal advisory agreement, (the "Agreement"). This Disclosure Statement
provides information regarding conflicts of interest and legal or disciplinary events of Municipal Advisor that are required to be
disclosed to Issuer pursuant to MSRB Rule G-42(b)and(c)(ii).
TART A -Disclosures of Conflicts of Interest
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or potential material
conflicts of interest,including certain categories of potential conflicts of interest identified in Rule G-42,if applicable.
Material Conflicts of Interest—Municipal Advisor makes the disclosures set forth below with respect to material conflicts of
interest in connection with the Scope of Services under the Agreement with the Municipal Advisor together with explanations of
how the Firm addresses or intends to manage or mitigate each conflict.
General Mitigations - As general mitigations of the Municipal Advisor conflicts, with respect to all of the conflicts disclosed
below, Municipal Advisor mitigates such conflicts through its adherence to its fiduciary duty to Issuer, which includes a duty of
loyalty to Issuer in performing all municipal advisory activities for Issuer. This duty of loyalty obligates the Municipal Advisor to
deal honestly and with the utmost good faith with Issuer and to act in Issuer's best interests without regard to the Municipal
Advisor's financial or other interests. The disclosures below describe, as applicable, any additional mitigations that may be
relevant with respect to any specific conflict disclosed below.
I. Other Municipal Advisor Relationships.Municipal Advisor serves a wide variety of other clients that may from
time to time have interests that could have a direct or indirect impact on the interests of Issuer For example, Municipal
Advisor serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such
other clients just as it does to Issuer. These other clients may,from time to time and depending on the specific circumstances,
have competing interests, such as accessing the new issue market with the most advantageous timing and with limited
competition at the time of the offering. In acting in the interests of its various clients, Municipal Advisor could potentially
face a conflict of interest arising from these competing client interests. None of these other engagements or relationships
would impair Municipal Advisor's ability to fulfill its regulatory duties to Issuer.
II. Compensation-Based Conflicts,Fees that are based on the size of the issue are contingent upon the delivery of the
Issue. While this form of compensation is customary in the municipal securities market, this may present a conflict because it
could create an incentive for the Firm to recommend unnecessary financings or financings that are disadvantageous to Issuer,or to
advise Issuer to increase the size of the issue.This conflict of interest is mitigated by the general mitigations described above.
Fees based on a fixed amount are usually based upon an analysis by Issuer and Municipal Advisor of, among other things,
the expected duration and complexity of the transaction and the Scope of Services to be performed by Municipal Advisor
This form of compensation presents a potential conflict of interest because,if the transaction requires more work than originally
contemplated, Municipal Advisor may suffer a loss. Thus, Municipal Advisor may recommend less time-consuming
alternatives,or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by the general mitigations
described above.
Hourly fees are calculated with the aggregate amount equaling the number of hours worked by Municipal Advisor personnel
times an agreed upon hourly billing rate. This form of compensation presents a potential conflict of interest if Issuer and
Municipal Advisor do not agree on a reasonable maximum amount at the outset of the engagement, because the Municipal
Advisor does not have a financial incentive to recommend alternatives that would result in fewer hours worked. This conflict of
interest is mitigated by the general mitigations described above.
PART B-Disclosures of Information Rewarding Legal Events and Disciplinary History
MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events
material to its client's evaluation of the municipal advisor or the integrity of the municipal advisor's management or advisory
personnel.
Accordingly, Municipal Advisor sets out below required disclosures and related information in connection with such
disclosures.
B-7
I. Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to Issuer's
evaluation of Municipal Advisor or the integrity of Municipal Advisor's management or advisory personnel
disclosed,or that should be disclosed,on any Form MA or Form MA-I filed with the SEC.
II. How to Access Form MA and Form MA-I Filings. Municipal Advisor's most recent Form MA and each most
recent Form MA-I filed with the SEC are available on the SEC's EDGAR system. For purposes of accessing
reports,Municipal Advisor's CRD number is 1691974.
PART C-Future Annnlementail Disclosures
As required by MSRB Rule G-42,this Municipal Advisor Disclosure Statement may be supplemented or amended, from time to
time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest
described above,or to provide updated information with regard to any legal or disciplinary events of the Municipal Advisor.The
Municipal Advisor will provide Issuer with any such supplement or amendment as it becomes available throughout the term of
the Agreement.
B-8