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Home My WebLink About03/28/2024 - Regular Agenda Packet - City Council College Station, TX Meeting Agenda City Council 1101 Texas Ave, College Station, TX 77840 Internet: www.microsoft.com/microsoft-teams/join-a-meeting Meeting ID: 223 427 023 174 | Passcode: MvPmTr Phone: 469-480-7460 | Phone Conference: 952 310 468# March 28, 2024 4:00 PM City Hall Council Chambers College Station, TX Page 1 Notice is hereby given that a quorum of the meeting body will be present in the physical location stated above where citizens may also attend in order to view a member(s) participating by videoconference call as allowed by 551.127, Texas Government Code. The City uses a third- party vendor to host the virtual portion of the meeting; if virtual access is unavailable, meeting access and participation will be in-person only. 1. Call to Order. 2. Executive Session Agenda. Executive Session is closed to the public and will be held in the 1938 Executive Conference Room. The City Council may according to the Texas Open Meetings Act adjourn the Open Meeting during the Consent, Workshop or Regular Agendas and return into Executive Session to seek legal advice from the City Attorney regarding any item on the Workshop, Consent or Regular Agendas under Chapter 551, Texas Government Code. 2.1. Consultation with Attorney {Gov’t Code Section 551.071}; Possible action. The City Council may seek advice from its attorney regarding a pending or contemplated litigation subject or settlement offer or attorney-client privileged information. Litigation is an ongoing process and questions may arise as to a litigation tactic or settlement offer, which needs to be discussed with the City Council. Upon occasion the City Council may need information from its attorney as to the status of a pending or contemplated litigation subject or settlement offer or attorney-client privileged information. After executive session discussion, any final action or vote taken will be in public. The following subject(s) may be discussed: a. Shana Elliott and Lawrence Kalke v. City of College Station, et al., Cause No. 22-001122-CV- 85, in the 85th District Court, Brazos County, Texas. b. City of College Station v. 47 Oaks, LLC, Cause No. 626-CC, in the County Court at Law No. 2 of Brazos County, Texas. c. SOAH Docket No. 473-22-2464 and PUC Docket No. 52728 – Application of the City of College Station to Change Rates for Wholesale Transmission Services. d. Cynthia Hopkins & Geoffry Hopkins v. City of College Station, Cause No. 23-002880-CV-85 in the 85th District Court, Brazos County Texas. e. CBL & Associates Management, Inc. v. City of College Station, Cause No. 23-003159-CV-85 In The 85th District Court, Brazos County Texas. f. City of College Station v. POM-College Station, LLC and Wells Fargo Bank, National Association, Cause No. 628-CC, in the County Court at Law No. 1 of Brazos County, Texas. g. City of College Station v. Clarke and Wyndham, Inc., Real Alchemy, L.P., Real Alchemy 1, L.P., JPJ Investments, a Texas General Partnership, Cause No. 629-CC, in the County Court at Law No. 1 of Brazos County, Texas. Page 1 of 337 City Council Page 2 March 28, 2024 h. Legal advice regarding enforcement of over four unrelated people. i. Legal advice regarding ETJ release petitions. j. Legal advice related to a 2017 CDBG funding agreement with B/CS Habitat for Humanity. 2.2. Personnel {Gov’t Code Section 551.074}; Possible action. The City Council may deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer. After executive session discussion, any final action or vote taken will be in public. The following public officer(s) may be discussed: a. City Manager b. Council Self-Evaluation 3. The Open Meeting will Reconvene No Earlier than 6:00 PM from Executive Session and City Council will take action, if any. 4. Pledge of Allegiance, Invocation, and Consider Absence Request. Speaker Protocol An individual who desires to address the City Council regarding any agenda item other than those items posted for Executive Session must register with the City Secretary two (2) hours before the meeting being called to order. Individuals shall register to speak or provide written comments at https://forms.cstx.gov/Forms/CSCouncil or provide a name and phone number by calling 979-764- 3500. Upon being called to speak an individual must state their name and city of residence, including the state of residence if the city is located out of state. Speakers are encouraged to identify their College Station neighborhood or geographic location. Please do not carry purses, briefcases, backpacks, liquids, foods or any other object other than papers or personal electronic communication devices to the lectern, nor advance past the lectern unless you are invited to do so. Comments should not personally attack other speakers, Council or staff. Each speaker’s remarks are limited to three (3) minutes. Any speaker addressing the Council using a translator may speak for six (6) minutes. The speaker’s microphone will mute when the allotted time expires and the speaker must leave the podium. 5. Presentation - Proclamations, Awards, and Recognitions. 5.1. Presentation proclaiming March 2024 as Developmental Disabilities Awareness Month. Sponsors: Tanya Smith Attachments: 1. 24 Developmental Disabilities Awareness Month 5.2. Presentation proclaiming April 7th through 13th as National Library Week. Sponsors: Ross Brady Attachments: 1. Library Week Proclamation 5.3. Presentation declaring April 1st through 5th as National Community Development Week. Sponsors: Debbie Eller Attachments: 1. 24 National Community Development Week 6. Hear Visitors. During Hear Visitors an individual may address the City Council on any item which does not appear on the posted agenda. The City Council will listen and receive the information presented by the speaker, ask staff to look into the matter, or place the issue on a future agenda. Topics of operational concern shall be directed to the City Manager. 7. Consent Agenda. Page 2 of 337 City Council Page 3 March 28, 2024 Presentation, discussion, and possible action on consent items which consist of ministerial or "housekeeping" items as allowed by law. A Councilmember may request additional information at this time. Any Councilmember may remove an item from Consent for discussion or a separate vote. 7.1. Presentation, discussion, and possible action of minutes for: • February 12, 2024 Special Meeting (Retreat) • February 13, 2024 Special Meeting (Retreat) • February 22, 2024 Council Meeting Sponsors: Tanya Smith Attachments: 1. RTM021224 DRAFT Minutes 2. RTM021324 DRAFT Minutes 3. CCM022224 DRAFT Minutes 7.2. Presentation, discussion, and possible action regarding an Interlocal Agreement with the Texas Department of Public Safety for OmniBase Services. Sponsors: Mary Ellen Leonard Attachments: 1. 24300330 - ILA with DPS 7.3. Presentation, discussion, and possible action on a real estate contract for the purchase of a public utility easement and a temporary construction easement for $113,000 from Snoopaluke Holdings, LLC for the Medical District Trunk Line Project. Sponsors: Jennifer Cain Attachments: 1. MDTL Project Map - Snoopaluke 2. Seller Signed Contract - Snoopaluke 7.4. Presentation, discussion, and possible action regarding a resolution consenting to the Rock Prairie Management District No. 2 for the sale and issuance of unlimited tax road bonds, series 2024, not to exceed $1,600,000. Sponsors: Mary Ellen Leonard Attachments: 1. Rock Prairie MD 2024 Road Bonds Consent Resolution 2. Bond Order - Series 2024 Unlimited Tax Road Bonds (RPMD 2) 3. Rock Prairie MD 2, 2024 Bonds Cash Flow 4. Rock Prairie MD 2, 2024 Draft Road NOS 5. Rock Prairie MD 2, 2024 Draft Road POS 7.5. Presentation, discussion, possible action on an amendment to the Axon Enterprise, Inc. ("AXON") ten-year master service agreement for cameras, electronic control devices, and digital storage for $314,699.38. Sponsors: Mike Pavelka Attachments: 1. 23300001AMD#1 -- JU (CC 03.28.24) 8. Workshop Agenda. 8.1. Presentation, discussion, and possible action regarding local efforts by The Salvation Army to raise funds for their Pathway of Hope Center, a one-stop social services and transitional housing campus to address critical assistance to family issues in Bryan, College Station, and Brazos County. Sponsors: Debbie Eller Attachments: None Page 3 of 337 City Council Page 4 March 28, 2024 8.2. Presentation, discussion, and possible action, relating to receiving the annual audit reports and Annual Comprehensive Financial Report (ACFR) for the fiscal year ended September 30, 2023. Sponsors: Michael DeHaven Attachments: None 8.3. Presentation, discussion, and possible action on the 2024 Update to the City Council Strategic Plan. Sponsors: Ross Brady Attachments: 1. City Council Strategic Plan 2024 Update 2. City Council Strategic Plan 2024 Update - Redline 9. Regular Agenda. 9.1. Public Hearing, presentation, discussion, and possible action regarding an ordinance amending Appendix A, Unified Development Ordinance, Article 4, "Zoning Districts," Section 4.2 "Official Zoning Map," of the Code of Ordinances of the City of College Station, Texas, by changing the zoning district boundaries from R-4 Multi-Family to MF Multi-Family for approximately 28 acres generally located at 800 Marion Pugh Drive. Sponsors: Robin Macias Attachments: 1. Ordinance_Marion Pugh 2. Vicinity, Aerial and Small Area Map 3. Rezoning Exhibit 4. Background Information 5. Applicant's Supporting Information 6. Future Land Use Map 7. Rezoning Map 9.2. Presentation, discussion, and possible action regarding termination of a Community Development Block Grant Funding Contract with Bryan/College Station Habitat for Humanity. Sponsors: Debbie Eller Attachments: 1. Renee Lane Project Cost Summary 9.3. Presentation, discussion, and possible action regarding (1) an ordinance amending Chapter 38 "Traffic and Vehicles," Article II "Stopping, Standing and Parking," by adding Section 38-49 "Commercial Motor Vehicle and Trailer Parking" to prohibit commercial motor vehicle and trailer parking within the city limits; and (2) an ordinance amending Chapter 38 "Traffic and Vehicles," Article II "Stopping, Standing and Parking," Section 38-45 "Parking Regulations for Certain Described Areas," and repealing Chapter 38 "Traffic and Vehicles," Article VI "Traffic Schedules," Section 38-1016 "No Commercial Motor Vehicle or Trailer Parking," to remove references to commercial motor vehicle and trailer parking by specific location. Sponsors: Emily Fisher Attachments: 1. Ordinance CH 38 Sec 38-49 No Commercial Motor Vehicle Parking 2. Ordinance CH 38 Sec 38-45 Amendment 3. Sec._38_45.___Redlines 4. Sec._38_1016.___To be repealed 9.4. Presentation, discussion, and possible action on resolutions regarding extraterritorial jurisdiction (ETJ) release petitions for approximately (1) 5.569 acres of land generally located at Raymond Stotzer and Jones Road, (2) 46.59 acres of land generally located at 2321 and 2327 Arrington Road, and (3) 17.34 acres of land generally located at Stousland Road and Saddle Creek Drive. Page 4 of 337 City Council Page 5 March 28, 2024 Sponsors: Michael Ostrowski Attachments: 1. ETJ Denial Resolution Raymond Holdings 3-13-2024 2. Raymond Holdings 5.569 Acre Petition Exhibit A 3. ETJ Denial Resolution MSG-Arrowhead 3-13-24 4. MSG-Arrowhead 46.59 Acre Petition Exhibit A 5. ETJ Denial Resolution Pittman 3-13-2024 6. Pittman 17.34 Acre Petition Exhibit A 7. ETJ Property Map 3-18-24 9.5. Presentation, discussion, and possible action on resolutions regarding extraterritorial jurisdiction (ETJ) release petitions for (1) approximately 11.667 acres of land generally located at Hopes Creek Road and N. Dowling Road, (2) approximately 10.725 acres of land generally located at Old Arrington and Arrington Road, and (3) approximately 99.844 acres of land generally located along Royder Road between Greens Prairie Road and Frierson Road. Sponsors: Michael Ostrowski Attachments: 1. ETJ Denial Resolution Holland Holdings 3-13-24 2. Holland Holdings 11.667 Acre Petition Exhibit A 3. ETJ Denial Resolution Final Chance LLC 3-13-24 4. Final Chance 10.725 Acre Petition Exhibit A 5. ETJ Denial Resolution Bassichis 3-18-24 6. Bassichis Development 99.844 Acre Petition Exhibit A 7. ETJ Property Map 3-18-24 9.6. Presentation, discussion, and possible action regarding the appointment of Planning & Zoning Commission representatives to the BioCorridor Board. Sponsors: Tanya Smith Attachments: 1. Article 4 BioCorridor Board 10. Council Calendar - Council May Discuss Upcoming Events. 11. Items of Community Interest. The Council may receive reports from a Council Member or City Staff about items of community interest for which notice has not been given, including: expressions of thanks, congratulations or condolence; information regarding holiday schedules; honorary or salutary recognitions of a public official, public employee, or other citizen; reminders of upcoming events organized or sponsored by the City of College Station; information about a social, ceremonial or community event organized or sponsored by an entity other than the City of College Station that is scheduled to be attended by a Council Member, another city official or staff of the City of College Station; and announcements involving an imminent threat to the public health and safety of people in the City of College Station that has arisen after the posting of the agenda. 12. Council Reports on Committees, Boards, and Commissions. A Council Member may make a report regarding meetings of City Council boards and commissions or meetings of boards and committees on which a Council Member serves as a representative that have met since the last council meeting. (Committees listed in Coversheet) 13. Future Agenda Items and Review of Standing List of Council Generated Future Agenda Items. Page 5 of 337 City Council Page 6 March 28, 2024 A Council Member may make a request to City Council to place an item for which no notice has been given on a future agenda or may inquire about the status of an item on the standing list of council generated future agenda items. A Council Member’s or City Staff’s response to the request or inquiry will be limited to a statement of specific factual information related to the request or inquiry or the recitation of existing policy in response to the request or inquiry. Any deliberation of or decision about the subject of a request will be limited to a proposal to place the subject on the agenda for a subsequent meeting. 14.Adjourn. The City council may adjourn into Executive Session to consider any item listed on the agenda if a matter is raised that is appropriate for Executive Session discussion. I certify that the above Notice of Meeting was posted on the website and at College Station City Hall, 1101 Texas Avenue, College Station, Texas, on March 22, 2023 at 5:00 p.m. City Secretary This building is wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations, auxiliary aids, or services such as interpreters, readers, or large print are asked to contact the City Secretary’s Office at (979) 764-3541, TDD at 1-800-735-2989, or email adaassistance@cstx.gov at least two business days prior to the meeting so that appropriate arrangements can be made. If the City does not receive notification at least two business days prior to the meeting, the City will make a reasonable attempt to provide the necessary accommodations. Penal Code § 30.07. Trespass by License Holder with an Openly Carried Handgun. "Pursuant to Section 30.07, Penal Code (Trespass by License Holder with an Openly Carried Handgun) A Person Licensed under Subchapter H, Chapter 411, Government Code (Handgun Licensing Law), may not enter this Property with a Handgun that is Carried Openly." Codigo Penal § 30.07. Traspasar Portando Armas de Mano al Aire Libre con Licencia. “Conforme a la Seccion 30.07 del codigo penal (traspasar portando armas de mano al aire libre con licencia), personas con licencia bajo del Sub-Capitulo H, Capitulo 411, Codigo de Gobierno (Ley de licencias de arma de mano), no deben entrar a esta propiedad portando arma de mano al aire libre.” Page 6 of 337 March 28, 2024 Item No. 5.1. Developmental Disabilities Awareness Month Sponsor: Tanya Smith, City Secretary Reviewed By CBC: City Council Agenda Caption: Presentation proclaiming March 2024 as Developmental Disabilities Awareness Month. Relationship to Strategic Goals: • Good Governance Recommendation(s): N/A Summary: N/A Budget & Financial Summary: N/A Attachments: 1. 24 Developmental Disabilities Awareness Month Page 7 of 337 Page 8 of 337 March 28, 2024 Item No. 5.2. Sponsor: Ross Brady, Assistant to the City Manager Reviewed By CBC: City Council Agenda Caption: Presentation proclaiming April 7th through 13th as National Library Week. Relationship to Strategic Goals: Good Governance Recommendation(s): Summary: Budget & Financial Summary: Attachments: 1. Library Week Proclamation Page 9 of 337 Proclamation WHEREAS, On behalf of the City of College Station I am proud to announce the Bryan + College Station Public Library System has been awarded the Achievement of Excellence in Libraries Award by the Texas Municipal Library Directors Association (TMLDA), an affiliate of the Texas Municipal League, for outstanding contributions to our community; and, WHEREAS, To receive the Achievement of Library Excellence Award, the library must support standards of excellence in the following categories: Services to underserved populations through outreach, special programs, collaborations with other organizations, or special collections. •Innovative and effective marketing materials highlighting services and publicity about specific library programs. •Collaboration with community organizations. •Enhanced service to the public either through an increase in service and various type of services. •Literacy support for all ages. •Digital inclusion through public internet access, digital literacy training, and online library services. •Workforce development support. •Cultural, topical, and educational programming for adults and families. •Professional training opportunities for staff at all levels. •Many services demonstrating excellent service to the community. WHEREAS, Our library system strives for excellence in providing programs and services that meet the specific needs of patrons within their community; and, WHEREAS, With this honor, our library system is now in the top 15% of public libraries in the state. NOW, THEREFORE, I, John P. Nichols, as Mayor of the City of College Station proclaim the week of April 7-13, 2024 as: National Library Week IN WITNESS WHEREOF, I have set my hand and caused the seal of the City of College Station to be affixed this 28th day of March, 2024. John P. Nichols Mayor Attest: Tanya Smith City Secretary Page 10 of 337 March 28, 2024 Item No. 5.3. National Community Development Week Sponsor: Debbie Eller, Director of Community Services Reviewed By CBC: City Council Agenda Caption: Presentation declaring April 1st through 5th as National Community Development Week. Relationship to Strategic Goals: • Good Governance Recommendation(s): N/A Summary: N/A Budget & Financial Summary: N/A Attachments: 1. 24 National Community Development Week Page 11 of 337 Proclamation WHEREAS, the U.S. Department of Housing and Urban Development implemented the Community Development Block Grant (CDBG) Program in 1974 for the purpose of providing local governments with the financial resources to assist low and moderate income persons; and WHEREAS, this year celebrates 50 years of CDBG and the City of College Station has received over $46 million through the CDBG Program to address the needs of our residents; and WHEREAS, the CDBG Program provides annual funding and flexibility to make targeted investments to meet local needs – transforming neighborhoods, providing preventative social services, developing decent, safe and sanitary housing, and providing economic opportunity to low-income persons; and WHEREAS, the HOME Investment Partnerships (HOME) Program provides funding to local communities to create decent, safe, affordable housing opportunities for low-income persons. WHEREAS, the City of College Station has received over $17 million in HOME funds since 1994. NOW, THEREFORE BE IT RESOLVED, that I, John P. Nichols, as Mayor of the City of College Station designates the week of April 1 - 5, 2024 as: National Community Development Week in support of these two valuable programs that have made tremendous contributions to the viability of the housing stock, infrastructure, public services, and economic vitality of our community. IN WITNESS THEREOF, I have hereunto set my hand and caused the SEAL of the City of College Station, Texas to be affixed this 28th day of March 2024. ________________________________ John P. Nichols Mayor Attest: ________________________________ Tanya Smith City Secretary Proclaimed this 1st - 5th day of April, 2024 Page 12 of 337 March 28, 2024 Item No. 7.1. Minutes Sponsor: Tanya Smith, City Secretary Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action of minutes for: • February 12, 2024 Special Meeting (Retreat) • February 13, 2024 Special Meeting (Retreat) • February 22, 2024 Council Meeting Relationship to Strategic Goals: • Good Governance Recommendation(s): Recommends Approval. Summary: N/A Budget & Financial Summary: None Attachments: 1. RTM021224 DRAFT Minutes 2. RTM021324 DRAFT Minutes 3. CCM022224 DRAFT Minutes Page 13 of 337 CCM 021224 Minutes Page 1 MINUTES OF THE CITY COUNCIL SPECIAL MEETING (RETREAT) CITY OF COLLEGE STATION FEBRUARY 12, 2024 STATE OF TEXAS § § COUNTY OF BRAZOS § Present: John Nichols, Mayor Council: Mark Smith William Wright Linda Harvell Elizabeth Cunha Bob Yancy Dennis Maloney City Staff: Bryan Woods, City Manager Jeff Capps, Deputy City Manager Jeff Kersten, Assistant City Manager Jennifer Prochazka, Assistant City Manager Michael Ostrowski, Chief Development Officer Adam Falco, City Attorney Leslie Whitten, Deputy City Attorney Tanya Smith, City Secretary 1. Call to Order and Announce a Quorum is Present. With a quorum present, the meeting of the College Station City Council was called to order by Mayor Nichols at 9:00 a.m. on Monday, February 12, 2024, in the 7F Lodge, 16611 Royder Rd, College Station, TX 77845. 2. REGULAR ITEMS 2.1. Team Building. Council discussed their Myers Briggs results. Bryan Woods, City Manager, outlined the topics that would be covered during the retreat, including the state of the city, strategic planning, finance, budget, policy, and the council's preferred way for the city to run. Mayor Nichols recessed the meeting at 9:59 a.m. The meeting resumed at 10:12 a.m. 2.2. Presentation, discussion, and possible action regarding an overview of the state of the City. Page 14 of 337 CCM 021224 Minutes Page 2 Bryan Woods, City Manager, gave a brief overview of the state of the city. Things to Focus on: •Customer Service (Education of City Departments) •Brilliant on the Basics Mayor Nichols recessed the meeting at 11:19 a.m. The meeting resumed at 12:11 p.m. 2.3. Presentation, discussion, and possible action regarding good governance and financial sustainability. Jeff Kersten, Assistant City Manager, provided a brief overview of the City’s current financial position, and the City’s projected financials. A general discussion among the Council regarding legislative constraints, revenue streams, expenditures, and enterprise funds followed. No action was taken. A video, which provides a comprehensive explanation of the one-time and ongoing expenses involved in the budget process, was shown by staff. This aided in educating Council and others about the fact that there may not be enough money and where to look for it. Mayor Nichols recessed the meeting at 1:36 p.m. The meeting resumed at 1:55 p.m. 2.4. Presentation, discussion, and possible action regarding core services and infrastructure and financial sustainability. Bryan Woods, City Manager, and Jeff Kersten, Assistant City Manager, provided an overview of current fund balance in the General Fund and 5-year debt capacity. Potential Funds Available Estimated One-Time Available for Council Projects (General Fund) •Possible Economic Development Project $5,600,000 •Possible Future Rec. Center $11,600,000 •Estimated Ending Unassigned Funding Balance to start – FY25 Budget $15,254,745 •Land Sale Fed Ex Net Proceeds $625,000 •Land Sale Costco Net Proceeds $1,760,525 Total Available for Council Projects $34,840,240 5-Year Debt Capacity Outlook at January 4, 2024 (assuming debt rate of $.211442) •FY24 $5,000,000 •FY25 $25,000,000 •FY26 $20,000,000 •FY27 $20,000,000 •FY28 $40,000,000 Total Available for Capital Projects $110,000,000 Page 15 of 337 CCM 021224 Minutes Page 3 Council discussed future Strategic Items: •Upgrading Wolf Pen Creek due to being underutilized; doing a Feasibility study to know what areas are important and what is the community focus. Areas of Wolf Pen creek discussed were: ✓Amphitheater ✓Parking Lot ✓Festival Site ✓Sears Building ✓Trails •Sidewalk/Bicycle safety Package from 2022 Bond Election •Convention or Conference Center without competing with the College Stations Hotels •Expand Fun for All Splashpad to add additional water attractions. •Destination Sites on Texas Avenue or near Costco •Moving Public Works to another location •Water & Power Supply –acquire water rights, secure water rights and incrementally invest in power generation. •City Limit Geographical Constraints – Annexation through targeted city acquisition of unimproved land; incentive voluntary annexation of ETJ Developments. •Abundance of underutilized green space in passive Neighborhood Parks and Southeast Park •Heat Island •Cross walks up at Midtown •safety review of 3rd party crossing guard. •Safety with vehicles and pedestrians near Fairview and George Bush Drive Mayor Nichols recessed the meeting at 3:35 p.m. The meeting resumed at 3:46 p.m. Council discussed other Strategic Items of interest: •Enforcement of no more than four •Parking requirements for commercial vehicles, paid parking, and parking ride site out at Post Oak Mall. •Staffing levels in the Police Department •Public Safety Departments Budgets •Fire Department Paramedic Corps Storage •Roadways Capacity & Maintenance 3. Future Agenda Items and Review of Standing List of Council Generated Future Agenda Items. No future items at this time. 4. Adjournment. There being no further business, Mayor Nichols adjourned the Meeting of the City Council at 4:54 p.m. on Monday, February 12, 2024. ________________________ John P. Nichols, Mayor Page 16 of 337 CCM 021224 Minutes Page 4 ATTEST: ___________________________ Tanya Smith, City Secretary Page 17 of 337 CCM 021324 Minutes Page 1 MINUTES OF THE CITY COUNCIL SPECIAL MEETING (RETREAT) CITY OF COLLEGE STATION FEBRUARY 13, 2024 STATE OF TEXAS § § COUNTY OF BRAZOS § Present: John Nichols, Mayor Council: Mark Smith William Wright Linda Harvell Elizabeth Cunha Bob Yancy Dennis Maloney City Staff: Bryan Woods, City Manager Jeff Capps, Deputy City Manager Jeff Kersten, Assistant City Manager Jennifer Prochazka, Assistant City Manager Michael Ostrowski, Chief Development Officer Adam Falco, City Attorney Leslie Whitten, Assistant City Attorney Tanya Smith, City Secretary 1. Call to Order and Announce a Quorum is Present. With a quorum present, the meeting of the College Station City Council was called to order by Mayor Nichols at 8:33 a.m. on Tuesday, February 13, 2024, in the 7F Lodge, 16611 Royder Rd, College Station, TX 77845. 2. REGULAR ITEMS 2.1. Presentation, discussion, and possible action regarding good governance and financial sustainability. Council discussed residential and commercial sanitation services and an upcoming sanitation rate study. Top Strategic Planning Items •Recreation Center – Awaiting results of the feasibility study. •Conference or Convention Center - Provide a consultant review. •Wolf Pen Creek – What is best for this area Re-habitation and/or Explanation Cost. •Baseball/Southeast Park 2.2. Presentation, discussion, and possible action regarding good governance. Bryan Woods, City Manager, brought forward the Internal Council Committees and how these Page 18 of 337 CCM 021324 Minutes Page 2 Committees should function. Mr. Woods stated he has started scheduling these meetings quarterly, to have more of an update to bring forward to Council. Staff requested input from Council on what kind of input or even output these committee should product. Council would like to see more of a streamline of getting the information from the Committee to the Council. •Economic Development Committee •Transportation Committee •Compensation and Benefits Committee •Budget and Finance Committee •Audit Committee Mayor Nichols recessed the meeting at 11:58 a.m. The meeting resumed at 12:07 a.m. Council and staff discussed other items of interest regarding the strategic plan. As well as reviewing the current strategic plan, where they requested some items be removed due to completion, grammatical errors, and additional items to be added. City Manager’s Office will bring an updated strategic plan back at a later date for review. Council thanked the staff for all they do for the City of College Station. 3. Executive Session Agenda. No executive session needed. 4. Future Agenda Items and Review of Standing List of Council Generated Future Agenda Items. No future items at this time. 5. Adjournment. There being no further business, Mayor Nichols adjourned the Meeting of the City Council at 1:02 p.m. on Tuesday, February 13, 2024. ____________________________ John P. Nichols, Mayor ATTEST: ___________________________ Tanya Smith, City Secretary Page 19 of 337 CCM 022224 Minutes Page 1 MINUTES OF THE CITY COUNCIL MEETING IN-PERSON WITH TELECONFERENCE PARTICIPATION CITY OF COLLEGE STATION FEBRUARY 22, 2024 STATE OF TEXAS § § COUNTY OF BRAZOS § Present: John Nichols, Mayor Council: Mark Smith William Wright Linda Harvell Elizabeth Cunha Bob Yancy Dennis Maloney City Staff: Bryan Woods, City Manager Jeff Capps, Deputy City Manager Adam Falco, City Attorney Leslie Whitten, Deputy City Attorney Tanya Smith, City Secretary Kim Dickey, Records Management Administrator 1. Call to Order and Announce a Quorum is Present. With a quorum present, the meeting of the College Station City Council was called to order by Mayor Nichols via In-Person and Teleconference at 3:00 p.m. on February 22, 2024, in the Council Chambers of the City of College Station City Hall, 1101 Texas Avenue, College Station, Texas 77840. 2. Presentation of the Employee of the Year nominees and recognition of the Employee of the Year, the City Impact Award, and the City Leadership Award recipients. Nominees for Employee of the Year were: Eric Barton, Daniel Gonzales, Raquel Gonzales, Kristen Hejny, Robert Neal Lawry, Ronnie Loper, Lisa McCracken, JoAnn Narro, Jason Neuendorf, Daniel Tice, and Joelene Tomecek. The Employee of the Year is Eric Barton, Community Development Analyst, Community Services. Of note was his dedication to his work, personal touch he brings to his work, dependability, finding solutions to difficult situations, and developing positive relationships with the community and contractors. Bryan Woods, City Manager, announced the City Impact Award, which is given by the City Manager’s Office to the employee who had a meaningful and long-lasting impact on College Station and the community during the past year. Page 20 of 337 CCM 022224 Minutes Page 2 The recipient of the inaugural City Impact Award was Daniel Tice, Parks and Recreation, who has been recognized by his/her peers and by city leadership for his/her contributions to the city. Mr. Woods announced that the second new award is The City Leadership Award, which is given by the City Manager's Office to a department director or assistant director who demonstrated outstanding leadership over the past year. Recipients are nominated by their peers on the Executive Leadership Team. The recipient of the inaugural City Leadership Award is Jennifer Cain. Director of Capital Protects, his/her leadership skills and guidance produced a direct and immediate impact in his/her department and throughout the community. The Council Meeting recessed at 3:18 p.m. for a reception honoring the Employee of the Year nominees and recognition of the Employee of the Year, the City Impact Award, and the City Leadership Award recipients. 2. Reception. The Council Meeting reconvened at 3:31 p.m. 4. Executive Session Agenda. In accordance with the Texas Government Code §551.071-Consultation with Attorney, §551.072-Real Estate, §551.074-Personnel, §551.076-Security and, §551.086-Competitive Matters, the College Station City Council convened into Executive Session at 3:31 p.m. on February 22, 2024, to continue discussing matters pertaining to: 4.1. Consultation with Attorney to seek advice regarding pending or contemplated litigation, to wit: •Kathryn A. Stever-Harper as Executrix for the Estate of John Wesley Harper v. City of College Station and Judy Meeks; No. 15,977-PC in the County Court No. 1, Brazos County, Texas; and •McCrory Investments II, LLC d/b/a Southwest Stor Mor v. City of College Station; Cause No. 17-000914-CV-361; In the 361st District Court, Brazos County, Texas; and •Shana Elliott and Lawrence Kalke v. City of College Station, et al., Cause No. 22-001122-CV- 85, in the 85th District Court, Brazos County, Texas; and •City of College Station v. 47 Oaks, LLC, Cause No. 626-CC, in the County Court at Law No. 2 of Brazos County, Texas; and •SOAH Docket No. 473-22-2464 and PUC Docket No. 52728 – Application of the City of College Station to Change Rates for Wholesale Transmission Services; and •Cynthia Hopkins & Geoffry Hopkins v. City of College Station, Cause No. 23-002880-CV-85 in the 85th District Court, Brazos County Texas. •CBL & Associates Management, Inc. v. City of College Station, Cause No. 23-003159-CV- 85 In The 85th District Court, Brazos County Texas. City of College Station v. POM-College Station, LLC and Wells Fargo Bank, National Association, Cause No. 628-CC, in the County Court at Law No. 1 of Brazos County, Texas. •City of College Station v. Clarke and Wyndham, Inc., Real Alchemy, L.P., Real Alchemy 1, L.P., JPJ Investments, a Texas General Partnership, Cause No. 629-CC, in the County Court at Law No. 1 of Brazos County, Texas. Page 21 of 337 CCM 022224 Minutes Page 3 •Legal advice related to Local Government Code Chapter 145 Financial Statements. •Legal advice related to ETJ release petitions under Local Government Code Chapter 42 and an ETJ release petition regarding approximately 99.9 acres of land, generally located along Royder Road. •Legal advice regarding memorandum of understanding with the City of Bryan regarding Brazos Transit District Board Appointments. 4.2. Deliberation on the purchase, exchange, lease, or value of real property; to wit: •Approximately 23.5 acres of land in the College Station Business Center at the intersection of Gateway Boulevard and State Highway 6. •Approximately 4 acres of land generally located in the 15000 block of FM 2154 in College Station. 4.3. Deliberation on the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer; to wit: •City Manager •Council Self-Evaluation 4.4. Deliberation on deployment, or specific occasions for implementation, of security personnel or devices or a security audit; to wit: •Security related to City Hall and Council Chambers. 4.5. Deliberation on a competitive matter as that term is defined in Gov’t Code Section 552.133; to wit: •Power Supply 5. The Open Meeting Will Reconvene No Earlier than 6:00 PM from Executive Session and City Council will take action, if any. Executive Session recessed at 6:07 p.m. No action was taken. 6. Pledge of Allegiance, Invocation, consider absence request. 7. PRESENTATION - PROCLAMATIONS, AWARDS, AND RECOGNITIONS. 7.1. Presentation of a proclamation celebrating the 25th Anniversary of the College Station ISD Education Foundation. Mayor Nichols presented a proclamation to Teresa Benden, Executive of the CSISD Education Foundation, Foundation Staff, and committee members recognizing the 25th Anniversary of the College Station ISD Education Foundation. 8. Hear Visitors Comments. Cameron Nicole Gallucci, College Station, came before Council to inform the public that on Saturday, February 24, 2024, the Larry Ringer Library will host a free presentation by the Citizen Climate Lobby. Page 22 of 337 CCM 022224 Minutes Page 4 Dr. Tyler Pharr, College Station, came before Council to encourage the construction of a Disc Golf Course in College Station and the advantages it would offer, including inexpensive construction costs and significant community benefits. 9. CONSENT ITEMS Presentation, discussion, and possible action on consent items which consist of ministerial, or "housekeeping" items as allowed by law: A Councilmember may request additional information at this time. Any Councilmember may remove an item from the Consent Agenda for a separate vote. Items 9.5, 9.7 and 9.8 were pulled from Consent for clarification. (9.5) Timothy Crabb, Electric Director, stated that because of the current climate in sourcing materials for construction and infrastructure, an “Escalation/De-escalation” clause was included in Electric materials bid documents that allows vendors to increase or decrease prices when manufacturers experience raw material price fluctuations affecting production costs. (9.7) Emily Fisher, Public Works Director, outlined how the permanent speed limit from Arrington Road to the city limit line, which is located just before Dalton Drive, would be 40 miles per hour (mph) as a result of this law revision. When the road was a rural portion, the speed limit was 55 mph; more recently, it was 30 mph while construction was underway. Once enlarged, the 45-mph speed limit on the county's portion of Greens Prairie will also be reduced to 40 mph. There is no other reason why the speed limit could not be set at 45 mph, although staff had suggested limiting it at 40 mph for the duration of the reconstruction, from Arrington Road to Dalton Drive. (9.8) Mary Ellen Leonard, Finance Director, explained the formal request for sealed quotes that the purchasing staff made in December 2023 in order to create annual price agreements for copy, print, and signage services for the entire city. A committee comprised of members from multiple City departments received, assessed, and tallied three (3) responses. The two highest-ranking bids giving the best value were Copy Stop Print Signs and Graphics and TOPS Printing Inc., dba Alphagraphics BCS, according to the review and scoring process. Both have a track record of successfully supplying the city with goods and services, as well as local storefronts. 9.1. Presentation, discussion, and possible action of minutes for: •February 8, 2024, Council Meeting 9.2. Presentation, discussion, and possible action regarding the second reading of a franchise agreement Ordinance No. 2024-4502 with Container Source Storage & Roll-Off for the collection of recyclables from commercial businesses and multi-family locations. 9.3. Presentation, discussion, and possible action regarding the City Council's Proclamation and Certificate of Recognition Policy Guidelines and adding the same policy to the City Council Relations Policy and Code of Ethics. 9.4. Presentation, discussion, and possible action regarding Ordinance No. 2024-4503 amending Chapter 38 “Traffic and Vehicles,” Article VI “Traffic Schedules,” Section 38-1015 “Traffic Schedules XV, two-hour Parking 8:00 a.m. - 5:00 p.m. Monday - Friday,” of the Code of Ordinances of the City of College Station, Texas, by amending the section catchline to reflect Page 23 of 337 CCM 022224 Minutes Page 5 the schedule and amending the schedule to indicate if the location is limited to two-hour parking 24/7 or two-hour parking 8:00 a.m. - 5:00 p.m. Monday - Friday. 9.5. Presentation, discussion, and possible action on Change Order #2 with KBS Electrical Distributors, Inc. for an increase of $40,452.12 for three-phase padmount transformers, for a new total not to exceed amount of $535,737.17. 9.6. Presentation, discussion, and possible action on a contract with Schneider Engineering, LLC, dba SEnergy not to exceed $200,000 for power generation resource development consulting services. 9.7. Presentation, discussion, and possible action regarding Ordinance No. 2024-4504 amending Chapter 38, "Traffic and Vehicles," Article VI "Traffic Schedules," Section 38-1012 "Traffic Schedule XII, Speed Limits," of the Code of Ordinances of the City of College Station, Texas establishing a speed limit of 40 mph on Greens Prairie Road between Arrington Drive and Dalton Drive. 9.8. Presentation, discussion, and possible action regarding annual price agreements for copy, print and signage services with TOPS Printing Inc, dba AlphagraphicsBCS and Copy Stop Print Signs and Graphics not to exceed a combined $175,000. 9.9. Presentation, discussion, and possible action on a professional services contract with Burns & McDonnell for a comprehensive solid waste rate and feasibility study, not to exceed $124,200. MOTION: Upon a motion made by Councilmember Harvell and a second by Councilmember Smith, the City Council voted seven (7) for and none (0) opposed, to approve the Consent Items with the exception on 9.7. The motion carried unanimously. (9.7) MOTION: Upon a motion made by Councilmember Wright and a second by Mayor Nichols, the City Council voted six (6) for and one (1) opposed, with Councilmember Cunha voting against, to approve the Consent Item 9.7 with the change of a speed limit of 40 mph to 45 mph on Greens Prairie Road from east to west between Arrington Drive and Dalton Drive. The motion carried unanimously. 10. WORKSHOP ITEMS 10.1. Presentation, discussion, and possible action regarding an update on Amazon's Prime Air drone delivery service in College Station. Michael Ostrowski, Chief Development Officer, stated that in December 2022, Amazon launched their Prime Air drone delivery program in College Station, one of only two locations nationwide. Matt, Cartel, Amazon presented an update to program operations and offer insight into their plans for 2024. Since that inaugural package, Prime Air has successfully delivered goods to its College Station customers. Amazon Prime Air has continued to invest in its technology infrastructure and customer support, including a new partnership with Amazon Pharmacy, announced in October 2023, through which College Station customers would be the first to receive prescriptions via drone. At approximately 7:13 p.m., Mayor Nichols opened for Citizen Comments. Page 24 of 337 CCM 022224 Minutes Page 6 Scott Shafer, College Station, came before Council representing the Texas A&M University and express their support for Amazon. Marian Cothran, College Station, came before Council to voice her concerns about the noise made by the delivery drones. She expressed that the tranquility she sought in moving here has been disturbed and is concerned about the value of her home. Katherine Thomas, College Station, came before Council to state her concerns regarding the Amazon drones and the noise they create. She believes that the rezoning and the subsequent facility disturbed the quality of life in her neighborhood. Jack Culpepper, College Station, stated that his research on real estate pricing shows that prices may be impacted by properties that are perhaps vulnerable to real or perceived dangers. Kathleen Sueoka, College Station, stated that local taxpayers and homeowners do not genuinely want drones in their backyards since all they want is silence. She went on to request that this property and its effects be moved, away from the residents to an industrial location. Ralph T. Moore, College Station, came before Council to bring forward a memo from the Federal Aviation Administration, and his conclusion is that drones should not operate near his neighborhood. Lauren Sims, College Station, stated that she is sharing her feedback as a resident of Emerald Forest citing several concerns: noise level of the drones, frequency of the drones flying over her home, hovering and landing that occurred off of Sandstone/Corsair for several weeks. Brad Marquardt, College Station, came before Council to express his concerns about the Amazon Drones and the noise that he and his neighbors live with every day. Ali DeLuna, College Station, stated that she is a principle at Southwood Valley and their partnership with Amazon Prime Air. She stated that Amazon reached out to her to provide enrichment, supplies, and support for the school. Magie Tran, College Station, stated she is a 4th grade teacher at Southwood Valley, is so thankful for their Amazon partnership, their donations to the school, and to the kids. Patricia Gerling, College Station, came before Council to express her support for Amazon Prime Air and stated their philanthropy have lastly impact to the community and local businesses. Geoffrey M. Howe, College Station, stated that is property backs up to the Amazon’s property and explained that he works nights and sleeps during the day. He stated that his sleep is interrupted by drone flights and is noise pollution. Peter Bastian, College Station, came before Council to express his concerns on the Amazon drones and the noise that the drones create. Monica Williams, College Station, came before Council to express her concern related to the noise create by the drones and when she is outside swinging on her swing set there is annoying buzz from the drones. Page 25 of 337 CCM 022224 Minutes Page 7 Peggi Goss, College Station, with United Way stated her support for Amazon Prime Air and what they are doing for non-profit organizations for our community. Bill Stockton, College Station, stated that the noise from the Amazon drone airport is incompatible with residential land use in proximity. Bob Brick, College Station, came before Council to express his concerns on the noise that the Amazon Drones generate. Kathy Penny, College Station, stated that the peaceful neighborhood she has enjoyed is gone and the wildlife has adorned the area because of the noise created by the drones. Ellen Fuller, College Station, presented a certificate to thank Amazon Prime Air for their assistance with WAA’s mission to Remember our fallen, honor those that served, are serving & their families and teach the value of freedom. There being no further comments, the Citizen Comments was closed at 8:05 p.m. Mayor Nichols recessed the meeting at 8:25 p.m. The meeting resumed at 8:38 p.m. 11. REGULAR ITEMS 11.1. Public Hearing, presentation, discussion, and possible action regarding Ordinance No. 2024-4505 amending Appendix A, Unified Development Ordinance, Article 4, "Zoning Districts," Section 4.2, "Official Zoning Map," of the Code of Ordinances of the City of College Station, Texas by changing the zoning district boundary from WC Wellborn Commercial to PDD Planned Development District on approximately 2 acres of land being Wellborn Settlement Phase Two, Block 2, Lot 72, generally located along FM 2154. Robin Macias, Planning and Development, stated that this request is to rezone the subject property from WC Wellborn Commercial to PDD Planned Development District with a base zoning of WC Wellborn Commercial. The proposed Concept Plan is split into two phases and shows the general building and parking layout for phase one. At the time of development of phase two, a concept plan amendment will be required. The proposed concept plan will increase the allowable building square footage, but will provide a pedestrian path, modified signage lighting, and increased architectural elements to maintain the rural character of the area. At approximately 8:49 p.m., Mayor Nichols opened for the Public Hearing. There being no further comments, the Public Hearing was closed at 8:49 p.m. MOTION: Upon a motion made by Councilmember Wright and a second by Councilmember Maloney, the City Council voted seven (7) for and none (0) opposed, to adopt Ordinance No. 2024- 4505, amending Appendix A, Unified Development Ordinance, Article 4, "Zoning Districts," Section 4.2, "Official Zoning Map," of the Code of Ordinances of the City of College Station, Texas by changing the zoning district boundary from WC Wellborn Commercial to PDD Planned Development District on approximately 2 acres of land being Wellborn Settlement Phase Two, Block 2, Lot 72, generally located along FM 2154. The motion carried unanimously. Page 26 of 337 CCM 022224 Minutes Page 8 11.2. Presentation, discussion, and possible action regarding a Real Estate Contract with HFLPI-College Station, LLC for the sale of approximately 11.899 acres in the College Station Business Center generally located near the intersection of Gateway Boulevard and Lakeway Drive for the price of $3,369,000. Michael Ostrowski, Chief Development Officer, stated that the comprising a total of 11.899 acres adjacent to the existing FedEx property just south of Gateway Boulevard and west of Lakeway Drive, Lot 3 is a 6.09-acre lot, and Lot 4 is a 5.809-acre lot in Block 6, Phase Two of the College Station Business Center. The real estate contract is for the sale of the property to HFLPI-COLLEGE STATION, LLC for $3,369,000 with proposed uses including warehousing/distribution and office. A real estate contract with this buyer was executed on November 9, 2023, for the neighboring lots (Lots 1 and 2, respectively). However, during the feasibility period, the buyer determined it was more desirable to acquire Lots 3 and 4 rather than Lots 1 and 2. Therefore, staff recommends approval of this contact and subsequently mutually terminating the initial agreement by the conclusion of its feasibility period. MOTION: Upon a motion made by Councilmember Harvell and a second by Councilmember Yancy, the City Council voted seven (7) for and none (0) opposed, to approve a Real Estate Contract with HFLPI-College Station, LLC for the sale of approximately 11.899 acres in the College Station Business Center generally located near the intersection of Gateway Boulevard and Lakeway Drive for the price of $3,369,000. The motion carried unanimously. 11.3. Presentation, discussion, and possible action on memorandum of understanding with the City of Bryan regarding Brazos Transit District Board Appointments. Jason Schubert, Traffic Engineer, stated that the affairs of BTD are managed and administered by a Board of Directors consisting of seven (7) voting Directors. The Board of Directors is responsible for the oversight of BTD and for policymaking for BTD based upon recommendations provided by BTD executive staff. BTD management-level employees are responsible for implementing Board policies and for the day-to-day operations of the organization. The memorandum of understanding outlines the City of College Station and City of Bryan will have one voting member every four years and one ex officio member every four years by an elected official. These two board positions will rotate between the voting and ex officio every four years. College Station will have the first voting board position and Bryan will have the first ex officio position. MOTION: Upon a motion made by Councilmember Harvell and a second by Councilmember Smith, the City Council voted seven (7) for and none (0) opposed, to approve the memorandum of understanding with the City of Bryan regarding Brazos Transit District Board Appointments. The motion carried unanimously. 12. Council Calendar Council reviewed the calendar. 13. Items of Community Interest: The Council may receive reports from a Council Member or City Staff about items of community interest for which notice has not been given, including: expressions of thanks, congratulations or condolence; information regarding holiday schedules; honorary or salutary recognitions of a public official, public employee, or other citizen; reminders of upcoming events organized or sponsored by the City of College Station; Page 27 of 337 CCM 022224 Minutes Page 9 information about a social, ceremonial or community event organized or sponsored by an entity other than the City of College Station that is scheduled to be attended by a Council Member, another city official or staff of the City of College Station; and announcements involving an imminent threat to the public health and safety of people in the City of College Station that has arisen after the posting of the agenda. Nothing to report at this time. 14. Council Reports on Committees, Boards, and Commission: A Council Member may make a report regarding meetings of City Council boards and commissions or meetings of boards and committees on which a Council Member serves as a representative that have met since the last council meeting. (Committees listed in Coversheet) Nothing to report at this time. 15. Future Agenda Items and Review of Standing List of Council Generated Future Agenda Items: A Council Member may make a request to City Council to place an item for which no notice has been given on a future agenda or may inquire about the status of an item on the standing list of council generated future agenda items. A Council Member’s or City Staff’s response to the request or inquiry will be limited to a statement of specific factual information related to the request or inquiry or the recitation of existing policy in response to the request or inquiry. Any deliberation of or decision about the subject of a request will be limited to a proposal to place the subject on the agenda for a subsequent meeting. No future items at this time. 16. Adjournment. There being no further business, Mayor Nichols adjourned the meeting of the City Council at 9:07 p.m. on Thursday, February 22, 2024. ________________________ John P. Nichols, Mayor ATTEST: Tanya Smith, City Secretary ________________________ Page 28 of 337 March 28, 2024 Item No. 7.2. Presentation, discussion, and possible action regarding approval of a new Interlocal Agreement (ILA) between the City of College Station and Texas Department of Public Safety (DPS) specifically related to OmniBase Services (OmniBase). Sponsor: Mary Ellen Leonard, Director of Fiscal Services Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action regarding an Interlocal Agreement with the Texas Department of Public Safety for OmniBase Services. Relationship to Strategic Goals: Core Services and Infrastructure Financially Sustainable City Recommendation(s): Staff recommends approval of the interlocal agreement. Summary: The City currently has an ILA with DPS for the Failure to Appear Program offered by the Driver License Division under Transportation Code Chapter 706. This program allows us to report to a third party that is contracted with DPS, OmniBase, defendants who have failed to appear before the court. DPS/OmniBase puts a hold on the defendants’ ability to renew their drivers license until the fines and fees have been paid. To ensure the program’s continued effectiveness and compliance with relevant legislation, DPS has amended the ILA with the following changes: • Changes to language and restructuring of the original ILA to provide clarity regarding the specific responsibilities held by each party. • Inclusion of indigency into the program as mandated by House Bill 291, 88th Legislative Session. • Language to account for future changes to the current statute, either federal or state, ensuring that the ILA remains in compliance with the latest legal requirements until a revised ILA is available. To continue the City’s participation in the Failure to Appear Program, the City must execute the amended ILA. Budget & Financial Summary: Court must collect the statutorily required $10.00 reimbursement fee from each person that has been submitted on a Failure to Appear report. The City will allocate $6.00 of each $10.00 fee received for payment to OmniBase and $4.00 for credit to the City’s general fund. Attachments: 1. 24300330 - ILA with DPS Page 29 of 337 CONTRACT & AGREEMENT ROUTING FORM __Original(s) sent to CSO on _____ Scanned into Laserfiche on _________ ____Original(s) sent to Fiscal on ________ CONTRACT#: PROJECT#: _________ BID/RFP/RFQ#: Project Name / Contract Description: _ Name of Contractor: CONTRACT TOTAL VALUE: $ Grant Funded Yes No If yes, what is the grant number: Debarment Check Yes No N/A Davis Bacon Wages Used Yes No N/A Section 3 Plan Incl. Yes No N/A Buy America Required Yes No N/A Transparency Report Yes No N/A NEW CONTRACT RENEWAL # _____ CHANGE ORDER # _____ OTHER ______________ BUDGETARY AND FINANCIAL INFORMATION (Include number of bids solicited, number of bids received, funding source, budget vs. actual cost, summary tabulation) (If required)* CRC Approval Date*: __________ Council Approval Date*: ____________ Agenda Item No*: ______ --Section to be completed by Risk, Purchasing or City Secretary’s Office Only— Insurance Certificates: ______ Performance Bond: ________ Payment Bond: ________ Info Tech: _______ SIGNATURES RECOMMENDING APPROVAL __________________________________________ _________________________________ DEPARTMENT DIRECTOR/ADMINISTERING CONTRACT DATE __________________________________________ _________________________________ ASST CITY MGR – CFO DATE __________________________________________ _________________________________ LEGAL DEPARTMENT DATE APPROVED & EXECUTED __________________________________________ _________________________________ CITY MANAGER DATE __________________________________________ _________________________________ MAYOR (if applicable) DATE __________________________________________ _________________________________ CITY SECRETARY (if applicable) DATE Page 30 of 337 DPS # DLD20180628 (Revised 1/2024) Page 1 of 5 Interlocal Cooperation Contract Failure to Appear Program State of Texas County of I. PARTIES AND AUTHORITY This Interlocal Cooperation Contract (Contract) is entered into between the Department of Public Safety of the State of Texas (DPS), an agency of the State of Texas and the Court of the [City or County] of (Court), a political subdivision of the State of Texas, referred to collectively in this Contract as the Parties, under the authority granted in Tex. Transp. Code Chapter 706 and Tex. Gov’t Code Chapter 791 (the Interlocal Cooperation Act). II. BACKGROUND A peace officer authorized to issue citations within the jurisdiction of the Court must issue a written warning to each person to whom the officer issues a citation for a traffic law violation. This warning must be provided in addition to any other warnings required by law. The warning must state in substance that if the person fails to appear in court for the prosecution of the offense or if the person fails to pay or satisfy a judgment ordering the payment of a fine and cost in the manner ordered by the Court, the person may be denied renewal of the person’s driver license. As permitted under Tex. Transp. Code § 706.008, DPS contracts with a private vendor (Vendor) to provide and establish an automated Failure to Appear (FTA) system that accurately stores information regarding violators subject to the provisions of Tex. Transp. Code Chapter 706. DPS uses the FTA system to properly deny renewal of a driver license to a person who is the subject of an FTA system entry generated from an FTA Report. An FTA Report is a notice sent by Court requesting a person be denied renewal of a driver’s license in accordance with this Contract. The Court may submit an FTA Report to DPS’s Vendor if a person fails to appear or fails to pay or satisfy a judgment as required by law. There is no requirement that a criminal warrant be issued in response to the person’s failure to appear. III. PURPOSE This Contract applies to each FTA Report submitted by the Court to DPS or its Vendor and accepted by DPS or its Vendor. IV. PERIOD OF PERFORMANCE This Contract will be effective on the date of execution and terminate five years from that execution date unless terminated earlier in accordance with Section VII.C, General Terms and Conditions, Termination. V. COURT RESPONSIBILITIES A. FTA Report For a matter involving any offense which a Court has jurisdiction of under Tex. Code Crim. Proc. Chapter 4, where a person fails to appear for a complaint or citation or fails to pay or #SB[PT $PMMFHF4UBUJPO.VOJDJQBM $PMMFHF4UBUJPO 5Y#SB[PT$PVOUZ Page 31 of 337 DPS # DLD20180628 (Revised 1/2024) Page 2 of 5 satisfy a judgment ordering payment of a fine and cost in the manner ordered by the Court, the Court will supply DPS, through its Vendor, an FTA report including the information that is necessary to deny renewal of the driver license of that person. The Court must make reasonable efforts to ensure that all FTA Reports are accurate, complete, and non- duplicative. The FTA Report must include the following information: 1. the jurisdiction in which the alleged offense occurred; 2. the name of the court submitting the report; 3. the name, date of birth, and Texas driver license number of the person who failed to appear or failed to pay or satisfy a judgment; 4. the date of the alleged violation; 5. a brief description of the alleged violation; 6. a statement that the person failed to appear or failed to pay or satisfy a judgment as required by law; 7. the date that the person failed to appear or failed to pay or satisfy a judgment; and 8. any other information required by DPS. B. Clearance Reports The Court that files the FTA Report has a continuing obligation to review the FTA Report and promptly submit appropriate additional information or reports to the Vendor. The clearance report must identify the person, state whether or not a fee was required, and advise DPS to lift the denial of renewal and state the grounds for the action. All clearance reports must be submitted immediately, but no later than two business days from the time and date that the Court receives appropriate payment or other information that satisfies the person’s obligation to that Court. To the extent that a Court uses the FTA system by submitting an FTA Report, the Court must collect the statutorily required $10.00 reimbursement fee from the person who failed to appear, pay or satisfy a judgment ordering payment of a fine and cost in the manner ordered by the Court. If the person is acquitted of the underlying offense for which the original FTA Report was filed or found indigent by the court, the Court will not require payment of the reimbursement fee. Court must submit a clearance report for the following circumstances: 1. the perfection of an appeal of the case for which the warrant of arrest was issued or judgment arose; 2. the dismissal of the charge for which the warrant of arrest was issued or judgment arose; 3. the posting of a bond or the giving of other security to reinstate the charge for which the warrant was issued; 4. the payment or discharge of the fine and cost owed on an outstanding judgment of the Court; or 5. other suitable arrangement to satisfy the fine and cost within the Court’s discretion. After termination of the Contract, the Court has a continuing obligation to report dispositions and collect fees for all violators in the FTA system at the time of termination. Failure to comply with the continuing obligation to report will result in the removal of all outstanding entries of the Court in the FTA Report, resulting in the lifting of any denied driver license renewal status from DPS. Page 32 of 337 DPS # DLD20180628 (Revised 1/2024) Page 3 of 5 C. Quarterly Reports and Audits Court must submit quarterly reports to DPS in a format established by DPS. Court is subject to audit and inspection at any time during normal business hours and at a mutually agreed upon location by the state auditor, DPS, and any other department or agency, responsible for determining that the Parties have complied with the applicable laws. Court must provide all reasonable facilities and assistance for the safe and convenient performance of any audit or inspection. Court must correct any non-conforming transactions performed by the Court, at its own cost, until acceptable to DPS. Court must keep all records and documents regarding this Contract for the term of this Contract and for seven years after the termination of this Contract, or until DPS or the State Auditor’s Office (SAO) is satisfied that all audit and litigation matters are resolved, whichever period is longer. D. Accounting Procedures Court must keep separate, accurate, and complete records of the funds collected and disbursed and must deposit the funds in the appropriate municipal or county treasury. Court may deposit such fees in an interest-bearing account and retain the interest earned on such accounts for the Court. Court will allocate $6.00 of each $10.00 reimbursement fee received for payment to the Vendor and $4.00 for credit to the general fund of the municipal or county treasury. E. Non-Waiver of Fees Court will not waive the $10.00 reimbursement fee for any person that has been submitted on an FTA Report, unless any of the requirements in Tex. Trans. Code § 706.006(a) or §706.006(d) are met. Failure to comply with this section will result in: (i) termination of this Contract for cause; and (ii) the removal of all outstanding entries of the Court in the FTA Report, resulting in the lifting of any denied driver license renewal status from DPS. F. Litigation Notice The Court must make a good-faith attempt to immediately notify DPS in the event that the Court becomes aware of litigation in which this Contract or Tex. Transp. Code Chapter 706 is subject to constitutional, statutory, or common-law challenge, or is struck down by judicial decision. VI. DPS’s RESPONSIBILITIES DPS will not continue to deny renewal of the person’s driver license after receiving notice from the Court that the FTA Report was submitted in error or has been destroyed in accordance with the Court’s record retention policy. Page 33 of 337 DPS # DLD20180628 (Revised 1/2024) Page 4 of 5 VII. PAYMENTS TO VENDOR Court must pay the Vendor a fee of $6.00 per person for each violation that has been reported to the Vendor and for which the Court has subsequently collected the statutorily required $10.00 reimbursement fee. In the event that the fee has been waived by Tex. Trans. Code § 706.006(a) or §706.006(d), no payment will be made to the Vendor. Court agrees that payment will be made to the Vendor no later than the last day of the month following the close of the calendar quarter in which the payment was received by the Court. DPS will not pay Vendor for any fees that should have been submitted by a Court. VIII. GENERAL TERMS AND CONDITIONS A. Compliance with Law. This Contract is governed by and construed under and in accordance with the laws of the State of Texas. The Court understands and agrees that it will comply with all local, state, and federal laws in the performance of this Contract, including administrative rules adopted by DPS. B. Notice. The respective party will send the other party notice as noted in this section. Either party may change its information by giving the other party written notice and the effective date of the change. Court Department of Public Safety Attn.: Enforcement & Compliance Service 5805 North Lamar Blvd., Bldg A Austin, Texas 78752-0001 (512) 424-5311 [fax] Driver.Improvement@dps.texas.gov (512) 424-7172 Address: Address: Fax: Email: Phone: C. Termination. Either party may terminate this Contract with 30 days’ written notice. DPS may also terminate this Contract for cause if Court doesn’t comply with Section V.C., Quarterly Reports and Audits and V.E., Non- Waiver of Fees. If either Party is subject to a lack of appropriations that are necessary for that Party’s performance of its obligations under this Contract, the Contract is subject to immediate cancellation or termination, without penalty to either Party. D. Amendments. This contract may only be amended by mutual written agreement of the Parties. E. Miscellaneous. 1. The parties shall use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to resolve any disputes under this Contract; provided $PVSU"ENJOJTUSBUPS 10#09,3&/&,5"130"% $0--&(&45"5*0/ 5&9"4 MDPSPOJMMB!DTUYHPW Page 34 of 337 DPS # DLD20180628 (Revised 1/2024) Page 5 of 5 however nothing in this paragraph shall preclude either Party from pursuing any remedies available under Texas law. 2. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to either Party or the State of Texas. 3. Any alterations, additions, or deletions to the terms of the contract that are required by changes in federal or state law or regulations are automatically incorporated into the contract without written amendment hereto, and shall become effective on the date designated by such law or by regulation. CERTIFICATIONS The Parties certify that (1) the Contract is authorized by the governing body of each party; (2) the purpose, terms, rights, and duties of the Parties are stated within the Contract; and (3) each party will make payments for the performance of governmental functions or services from current revenues available to the paying party. The undersigned signatories have full authority to enter into this Contract on behalf of the respective Parties. Court* Department of Public Safety Authorized Signatory Driver License Division Chief or Designee Title Date Date *An additional page may be attached if more than one signature is required to execute this Contract on behalf of the Court. Each signature block must contain the person’s title and date. ^ĞĞĂƚƚĂĐŚĞĚƐŝŐŶĂƚƵƌĞƉĂŐĞ Page 35 of 337 COCS Contract No. 24300330 CITY OF COLLEGE STATION By:__________________________________ Mayor Date:_________________ ATTEST: _____________________________________ City Secretary Date:_________________ APPROVED _____________________________________ City Manager Date:_________________ _____________________________________ City Attorney Date:_________________ _____________________________________ Assistant City Manager/CFO Date:_________________ Page 36 of 337 March 28, 2024 Item No. 7.3. Real Estate Contract – Snoopaluke Holdings, LLC Sponsor: Jennifer Cain, Director Capital Projects Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action on a real estate contract for the purchase of a public utility easement and a temporary construction easement for $113,000 from Snoopaluke Holdings, LLC for the Medical District Trunk Line Project. Relationship to Strategic Goals: Core Services and Infrastructure Recommendation(s): Staff recommends approval of the real estate contract. Summary: The Medical District Trunk Line Project is approaching 90% design. As part of the project, three existing lift stations along State Highway 6 will be taken offline and existing force main wastewater lines will be abandoned and replaced with gravity wastewater lines. The wastewater lines will be upsized allowing for increased capacity in the area. Phase 2 of the project is located approximately between Rock Prairie Road and Bridle Gate Drive. Phase 3 of the project is located approximately between Bridle Gate Drive and Arrington Road. Both phases are planned to be constructed together. The public utility easement and temporary construction easement to be purchased with this contract will allow for installation of a wastewater line as part of the Phase 3 portion of the project. Approval of this contract will authorize the City Attorney’s office to close the transaction. Budget & Financial Summary: A budget in the amount of $3,000,000 is included for this project in the Wastewater Capital Improvement Project Fund. A total of $126,553 has been expended or committed to date, leaving a balance of $2,873,447. The contract purchase price is $113,000, which is a negotiated amount. Closing costs are estimated not to exceed $2,000. Attachments: 1. MDTL Project Map - Snoopaluke 2. Seller Signed Contract - Snoopaluke Page 37 of 337 SnoopalukeHoldings, LLC MIDTO W N DRIVETOWNLAKEDRIVELONG MIRE DRIVE CORPORATE PARKWAYCALAV ERASCOURTTOLEDOBENDDRIVETIFFANYTR AILCARDINALLANE KERNSTOWN LANEPURPLEMA R T I N C O VE STAR L I N G DRIVEHUNTER CREEK DRIVESTRASBURGCIRCLE WINDFREEDRIVE LADY B I R DL ANE ROCK PRAIRIEROAD BARRON ROADFRONTAGE 6 ROAD EAST FRONTAGE 6 ROAD WESTMEDICALAVENUE E A G L E A V E N U E H E A LI N GWA Y STATE HIGHWAY 6 S 0 1,000500Feet ´ Notice: The accuracy of this data is limited to the validity and accuracy of available data, and therefore the City makes no representation or warranties as to the accuracy of the data. Any party using the data does so at their own risk. This data isproduced pursuant to the Texas Public Information Act.Map created by Ashley Dorsett on 03/04/2024. Medical District Trunk Line ProjectPh 2 (WW2100) and Ph 3 (WW2101) Page 38 of 337 Page 39 of 337 Page 40 of 337 Page 41 of 337 Page 42 of 337 Page 43 of 337 Page 44 of 337 Page 45 of 337 Page 46 of 337 Page 47 of 337 Page 48 of 337 Page 49 of 337 Page 50 of 337 Page 51 of 337 Page 52 of 337 Page 53 of 337 Page 54 of 337 Page 55 of 337 Page 56 of 337 Page 57 of 337 Page 58 of 337 Page 59 of 337 Page 60 of 337 Page 61 of 337 Page 62 of 337 Page 63 of 337 Page 64 of 337 Page 65 of 337 March 28, 2024 Item No. 7.4. Rock Prairie Management District No. 2 Road Bonds Consent Resolution Sponsor: Mary Ellen Leonard, Director of Fiscal Services Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action regarding a resolution consenting to the Rock Prairie Management District No. 2 for the sale and issuance of unlimited tax road bonds, series 2024, not to exceed $1,600,000. Relationship to Strategic Goals: Diverse and Growing Economy Improving Mobility Sustainable City Recommendation(s): City staff recommends adoption of the Resolution. Summary: On July 9, 2015, the City Council passed Resolution No. 07-09-15-02 consenting to the creation of Rock Prairie Management District No. 2. On February 17, 2015, the City Council approved a Utility and Road Agreement between the City and the District which authorizes the District to issue, sell, and deliver bonds from time to time, as deemed necessary and appropriate by the Board of Directors of the District, for the purposes, in such form and manner as permitted or provided by federal laws, the general laws of the State of Texas, and the above-referenced consent resolution. In order for the bond issuance to proceed, the District’s bond order (authorizing resolution) authorizing the issuance of the bonds must be approved by the City Council to the extent the resolution is in compliance with the above-referenced consent resolution. The District’s representatives met with the City Manager’s Office and City Attorney's Office on March 6, 2024, to discuss the bond order, Notice of Sale, Preliminary Official Statement, and other information in preparation for this item. District representatives will be available at the council meeting to answer any questions. Budget & Financial Summary: There is no current financial impact to the City for issuance of the bonds. Repayment is by those residents and businesses located within Rock Prairie Management District No. 2. All roadways are designed and constructed in accordance with the City and County standards, rules, and regulations. Upon completion of construction, the District will convey the road facilities to the City for operation and maintenance, as described in the Utility Agreement. Attachments: 1. Rock Prairie MD 2024 Road Bonds Consent Resolution 2. Bond Order - Series 2024 Unlimited Tax Road Bonds (RPMD 2) 3. Rock Prairie MD 2, 2024 Bonds Cash Flow 4. Rock Prairie MD 2, 2024 Draft Road NOS 5. Rock Prairie MD 2, 2024 Draft Road POS Page 66 of 337 706826 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, GRANTING CONSENT TO ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 FOR THE SALE AND ISSUANCE OF UNLIMITED TAX ROAD BONDS, SERIES 2024, IN AN AMOUNT NOT TO EXCEED $1,600,000. WHEREAS, the City of College Station, Texas (the "City") consented to the creation of Rock Prairie Management District No. 2 (the "District") on July 9, 2015, through Resolution No. 07-09-15-02, as amended (the "Consent Resolution"); and WHEREAS, on February 17, 2015, the City Council of the City approved a Utility and Road Agreement between the City and the District (the "Utility Agreement") which authorizes the District to issue, sell, and deliver bonds from time to time, as deemed necessary and appropriate by the Board of Directors of the District, for the purposes, in such form and manner as permitted or provided by federal law, the general laws of the State of Texas, and the Consent Resolution; and WHEREAS, the Utility Agreement further requires that the authorizing resolution of the District's Board of Directors be approved by the City Council to the extent such resolution is in compliance with the Consent Resolution; and WHEREAS, the District has requested the City's consent to the District's sale and issuance of Unlimited Tax Road Bonds, Series 2024, in an amount not to exceed $1,600,000 (the "Bonds"); and WHEREAS, the City Council has reviewed the District's request for consent to the sale and issuance of the Bonds and the certifications and documentation submitted by the District in support thereof, and has determined that the sale and issuance of the Bonds by the District complies with the terms of the Utility Agreement and Consent Resolution; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION THAT: Section 1. The facts and recitations set forth in the preamble of this Resolution are hereby found to be true and correct. Section 2. The City Council officially finds, determines, recites and declares that sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Texas Open Meetings Act, Texas Government Code, Chapter 551, as amended, and that this meeting has been open to the public as required by law at all times during which this Resolution and the subject matter thereof has been discussed, considered, and formally acted upon. The City Council further ratifies, approves, and confirms such written notice and the contents and posting thereof. Page 67 of 337 Resolution No.Page 2 of 2 706826 Section 3. The City Council hereby consents to the sale and issuance of Unlimited Tax Road Bonds, Series 2024, in an amount not to exceed $1,600,000, and the authorizing resolution of the District's Board of Directors. Section 4. This resolution shall be effective immediately upon adoption. PASSED AND APPROVED by this the ____ day of _____________, 2024. ____________________________________ Mayor ATTEST: ____________________________________ City Secretary APPROVED: ____________________________________ City Attorney Page 68 of 337 1-1 ORDER AUTHORIZING THE ISSUANCE OF $1,600,000 UNLIMITED TAX ROAD BONDS, SERIES 2024 BE IT ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2: ARTICLE ONE STATUTORY AUTHORITY, RECITALS AND FINDINGS SECTION 1.01: AUTHORITY FOR THE DISTRICT. Rock Prairie Management District No. 2 (the "District"), was organized, created and established as a conservation and reclamation district and political subdivision of the State of Texas by an Act of the 83rd Texas Legislature effective June 14, 2013 (the "Act"), codified as Chapter 3909, Texas Special District Local Laws Code, pursuant to the provisions of Article III, Sections 52 and 52-1, and Article XVI, Section 59, of the Constitution of Texas, and operates under and is governed by the provisions of the Act, Chapter 49, V.T.C.A. Water Code, and Chapter 375, V.T.C.A. Local Government Code. SECTION 1.02: PURPOSES OF THE DISTRICT. The District was created and operates by and pursuant to the Act for the following purposes: (a) the control, storage, preservation and distribution of its storm water and floodwater, the water of its rivers and streams for irrigation, power, and all other useful purposes; (b) the reclamation and irrigation of its arid, semiarid, and other land needing irrigation; (c) the reclamation and drainage of its overflowed land and other land needing drainage; (d) the conservation and development of its forests, water, and hydroelectric power; (e) the navigation of its inland and coastal water; (f) the control, abatement, and change of any shortage or harmful excess of water; (g) the protection, preservation and restoration of the purity and sanitary condition of water within the state; (h) the preservation of all natural resources of the state; (i) developing and diversifying the economy of this state; (j) eliminating unemployment and underemployment; and Page 69 of 337 1-2 (k) developing or expanding transportation and commerce. SECTION 1.03: POWERS OF THE DISTRICT. The District is authorized by the Act to: (a) purchase, construct, acquire, own, operate, maintain, repair, improve, or extend inside and outside its boundaries any and all land, works, improvements, facilities, plants, equipment and appliances necessary to accomplish the purposes of its creation, including all works, improvements, facilities, plants, equipment and appliances incident, helpful, or necessary to: (i) supply water for municipal uses, domestic uses, power and commercial purposes and all other beneficial uses or controls; (ii) collect, transport, process, dispose of and control all domestic, industrial, or communal wastes whether in fluid, solid, or composite state; (iii) gather, conduct, divert, and control local storm water or other local harmful excesses of water in the District; (iv) irrigate the land in the District; (v) alter land elevation in the District where it is needed; (vi) navigate coastal and inland waters of the District; (b) finance, develop and maintain recreational facilities for the people of the District, if and as allowed by applicable law; (c) design, acquire, construct, improve, finance and issue bonds, notes or other obligations for roads, under the authority of Article III, Section 52, Texas Constitution and the Act; and (d) provide, design, construct, acquire, improve, relocate, operate, maintain, or finance an improvement project or service authorized under the Act or Chapter 375, Local Government Code. SECTION 1.04: AUTHORITY OF THIS ORDER. The District is authorized by the Act and Article III, Section 52, of the Texas Constitution, to design, acquire, construct, finance, issue bonds for, and convey to this state, a county, or a municipality for operation and maintenance, a road or any improvement thereto, which meets the criteria of a county in whose jurisdiction the proposed road project is located or the criteria of a municipality in whose corporate limits or extraterritorial jurisdiction the proposed road project is located, if the municipality or county that will operate and maintain the road has approved the plans and specifications of the road project or if the Texas Transportation Commission has approved the plans and specifications of the road project, if the state is to operate and maintain the road, and to provide for the payment of the Page 70 of 337 1-3 principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District. Said bonds are authorized by the Act and by V.T.C.A. Government Code, §1201.001 et seq., as amended, to be issued in various series or issues, with or without interest coupons, in any denomination, payable at such time or times, in such amount or amounts or installments, at such place or places, in such form, under such terms, conditions, and details, in such manner, redeemable prior to maturity at any time or times, bearing no interest, or bearing interest at any rate or rates (either fixed, variable, floating, adjustable, or otherwise), all as determined by the Board of Directors of the District, and the Board of Directors finds that issuance of said bonds in multiple series or issues over an extended period of time is in the best interests of the District in order to ensure the continuing and orderly development of the District on terms and conditions which are feasible and practical. SECTION 1.05: FINDINGS. It is hereby found, determined and declared that: (a) the matters and facts set out in this Article One are true and correct; (b) at an election held within and for the District on November 3, 2015, the District was authorized to issue bonds in the maximum aggregate principal amount of $71,400,000 for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending a waterworks system, a sanitary sewer system, and a drainage and storm sewer system, including, but not limited to, all additions to such systems and all land, improvements, facilities, plants, equipment, appliances, interests in property, and regional, regulatory or joint use participation rights or contract rights needed therefor and administrative facilities needed in connection therewith, and to provide for the payment of the principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District; (c) at an election held within and for the District on November 3, 2015, the District was authorized to issue bonds in the maximum aggregate principal amount of $106,600,000 for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, and to provide for the payment of the principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District; (d) at an election held within and for the District on November 3, 2015, the District was authorized to issue refunding bonds in the maximum aggregate principal amount of $178,000,000 to provide for the refunding by any lawful means of all or any portion of the Outstanding Bonds (hereinafter defined), the Bonds (hereinafter defined), Additional Bonds (hereinafter defined), or refunding bonds payable in whole or in part from taxes; Page 71 of 337 1-4 (e) the election described in paragraphs (b) through (d) hereof was called and held under and in strict conformity with the Constitution and laws of the State of Texas and of the United States of America, and the Board of Directors of the District has heretofore officially declared the results of said election and declared that the District was legally created and authorized to issue the bonds described in paragraphs (b) through (d) above, provided that City of College Station consent will be required prior to the issuance of bonds; (f) pursuant to the authority of the election held November 3, 2015, as described in paragraph (c) above, the District has heretofore issued its $2,500,000 Unlimited Tax Road Bonds, Series 2021, dated as of April 1, 2021 (the "Series 2021 Road Bonds"), $2,500,000 Unlimited Tax Road Bonds, Series 2022, dated as of October 1, 2022 (the "Series 2022 Road Bonds"), and $1,750,000 Unlimited Tax Road Bonds, Series 2023, dated as of June 1, 2023 ("the "Series 2023 Road Bonds") to finance the acquisition and construction of road improvements to serve land within the District and, as of the date hereof, there remains outstanding and unpaid $2,370,000 in aggregate principal amount of the Series 2021 Road Bonds, $2,500,000 in aggregate principal amount of the Series 2022 Road Bonds, and $1,750,000 in aggregate principal amount of the Series 2023 Road Bonds (collectively, the "Outstanding Bonds"); (g) the $1,600,000 bonds authorized by this Order should be issued pursuant to the authority of the election held on November 3, 2015 as described in paragraph (c) above for the acquisition and/or construction of road facilities to serve land within the District, and to pay certain other costs and expenses relating to the issuance of the Bonds; (h) the District has been authorized to levy taxes in payment of the Bonds, and the taxes to be levied and collected will be sufficient to pay the principal of the Bonds herein authorized as it becomes due and the interest thereon as it accrues and becomes payable; and (i) the Board of Directors reserves the right to issue the remaining $71,400,000 unissued bonds which were authorized at the election described in paragraph (b) hereof, the remaining $98,250,000 unissued bonds which were authorized at the election described in paragraph (c) hereof, and the remaining $178,000,000 unissued bonds which were authorized at the election described in paragraph (d) hereof, in one or more series, at a future date or dates when, in the judgment of the Board of Directors, such amounts are required for authorized purposes. (End of Article One) Page 72 of 337 2-1 ARTICLE TWO DEFINITIONS AND INTERPRETATIONS SECTION 2.01: DEFINITIONS. The following definitions, together with any supplemental definitions contained herein or in any exhibit hereto, shall apply with equal force herein and in any amendment or supplement hereto, and the scope and meaning of terms used in Exhibit "A", Exhibit "B", and Exhibit "C" hereto, whether or not defined therein, shall be determined by reference to this Article. Act. The term "Act" is defined in Section 1.01 hereof. Additional Bonds. The term "Additional Bonds" shall mean any additional bonds, including bonds payable in whole or in part from taxes, revenue bonds, contract revenue bonds, special project revenue bonds, refunding bonds and other bonds which the Board of Directors expressly reserves the right to issue in Article Nine of this Order. Authorized Investments. The term "Authorized Investments" shall mean all instruments which are authorized under the District's policies for investment of funds of the District adopted by the Board of Directors of the District from time to time, but in any event, all such instruments shall be authorized under the laws of the State of Texas for investment of funds of municipal utility districts. Board of Directors. The term "Board of Directors" shall mean the governing body of the District, as now or hereafter constituted. Bond Counsel. The term "Bond Counsel" shall mean the law firm of Schwartz, Page & Harding, L.L.P., Houston, Texas. Bond Fund. The term "Bond Fund" shall mean the District's debt service fund created and established and confirmed pursuant to the Prior Bond Orders. Page 73 of 337 2-2 Bond Fund Road Bond Account. The term "Bond Fund Road Bond Account" shall mean the special account created and established pursuant to the Prior Bond Orders. Bonds. The term "Bond" or "Bonds" shall mean any Bond or Bonds, as the case may be, of the issue of $1,600,000 Unlimited Tax Road Bonds, Series 2024, initially dated as of May 1, 2024, and authorized, issued and delivered pursuant to this Order. Business Day. The term "Business Day" or "Business Days" shall mean any calendar day or days which fall on Monday through Friday, but shall not include any such day which is designated as an official state or national holiday or a day on which financial institutions where the Paying Agent is located are authorized or required by state or national law or by executive order to close. Construction Fund. The term "Construction Fund" shall mean the District's construction fund created and established pursuant to the Prior Bond Orders. Delivery Date. The term "Delivery Date" shall mean, with respect to any one or more of the Bonds, the date of delivery of such Bond(s) to the Initial Purchaser thereof, as printed, stamped, or typed on the Initial Bonds. DTC. The term "DTC" means the Depository Trust Company of New York, New York, or any successor securities depository. DTC Participant. The term "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC holds securities to facilitate the clearance and settlement of securities transactions among such DTC Participants. District. The term "District" is defined in Article One hereof and shall mean and include any successors and assigns of the District and, where appropriate, shall refer to the Board of Directors of the District. Page 74 of 337 2-3 Fiscal Year. The term "Fiscal Year" shall mean the annual period from June 1 through May 31, or such other period as may hereafter be established by resolution of the Board of Directors of the District. Holder. The term "Holder" or "Holders" shall mean, when used with respect to any Bond, the Person or Persons in whose name such Bond is registered on the Register. Initial Bonds. The term "Initial Bond" or "Initial Bonds" shall mean any one or more of the Bonds authorized, issued and initially delivered hereunder upon which the manually executed certificate of registration of the Comptroller of Public Accounts of the State of Texas, or his or her duly authorized deputy, substantially in the form prescribed in Section 5.03 hereof, has been placed. Initial Date. The term "Initial Date" shall mean May 1, 2024. Initial Purchaser. The term "Initial Purchaser" shall mean the Person or Persons to whom the Bonds are to be sold and delivered, as provided in Section 13.01 hereof. Interest Payment Date. The term "Interest Payment Date" shall mean the date on which interest on any then outstanding Bond is due and payable, as provided in Section 3.04 hereof. Letter of Representation. The term "Letter of Representation" shall mean the Blanket Issuer Letter of Representations between the District and DTC, as same may be amended or supplemented from time to time. Maturity Date. The term "Maturity Date" shall mean any date on which the principal of any then outstanding Bond is due and payable, as provided in Section 3.03 hereof. Page 75 of 337 2-4 Net Proceeds. Except as said term is otherwise specifically defined for purposes of Section 8.01 hereof, the term "Net Proceeds" shall mean all proceeds received by the District from the sale of the Bonds, except those proceeds deposited into the Bond Fund Road Bond Account pursuant to the provisions of Section 7.04 hereof. Order. The term "Order" shall mean this Order and all amendments or supplements hereto. Outstanding Bonds. The term "Outstanding Bonds" is defined in Section 1.05 hereof. Paying Agent. The term "Paying Agent" shall mean the Person selected and maintained from time to time by the District for the purpose of making payment on behalf of the District of the principal of and the interest on the Bonds, as provided in Section 12.06 of this Order. Person. Except as said term is otherwise specifically defined for purposes of Section 8.01 hereof, the term "Person" shall mean any individual, corporation, partnership, firm, joint venture, association, joint stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof. Predecessor Bonds. The term "Predecessor Bonds" shall mean, with respect to any particular Bond, every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond, and, for the purposes of this definition, any Bond registered and delivered pursuant to Section 3.10 hereof shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Bond in lieu of which such Bond was delivered. Prior Bond Orders. The term "Prior Bond Orders" shall mean the orders of the Board of Directors of the District authorizing the issuance of the Series 2021 Road Bonds, Series 2022 Road Bonds, and Series 2023 Road Bonds, and amendments and supplements thereto, if any. Page 76 of 337 2-5 Record Date. The term "Record Date" shall mean, with respect to an Interest Payment Date of March 1, the preceding February 15, and with respect to an Interest Payment Date of September 1, the preceding August 15, whether or not such dates are Business Days. Redemption Date. The term "Redemption Date" shall mean, when used with respect to any Bond to be redeemed prior to its Maturity Date, the date fixed for redemption of such Bond pursuant to the terms of this Order. Register. The term "Register" shall mean the registry books maintained on behalf of the District by a Registrar designated by the District for such purpose in which are maintained the names and addresses of Holders and the principal amounts of the Bonds registered in the name of each Holder. Registrar. The term "Registrar" shall mean the trust or banking corporation or association designated and acting in such capacity from time to time, as provided in Section 12.05 of this Order. Road Bonds. The term "Road Bonds" shall mean any Outstanding Bonds or Additional Bonds issued for the purpose of financing road facilities pursuant to the Act and Article III, Section 52, of the Texas Constitution. Road Construction Fund Account. The term "Road Construction Fund Account" shall mean the special account created and established pursuant to the Prior Bond Orders. Road System. The term "Road System" shall mean a system of road facilities or facilities in aid thereof to serve the District, including, but not limited to, all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, now owned or hereafter purchased, constructed or otherwise acquired, and all extensions and replacements thereof and improvements thereto whensoever made. Page 77 of 337 2-6 Serial Bonds. The term "Serial Bond" or "Serial Bonds" shall mean any one or more as the case may be of the Bonds issued hereunder as serial bonds, which have Maturity Dates in the years ____ through ____, inclusive, and which are not subject to mandatory redemption pursuant to Section 4.01 hereof. Series 2021 Road Bonds. The term "Series 2021 Road Bonds" is defined in Section 1.05 hereof. Series 2022 Road Bonds. The term "Series 2022 Road Bonds" is defined in Section 1.05 hereof. Series 2023 Road Bonds. The term "Series 2023 Road Bonds" is defined in Section 1.05 hereof. Term Bonds. The term "Term Bond" or "Term Bonds" shall mean one or more, as the case may be, of the Bonds issued hereunder as term bonds which have a Maturity Date in the years ____, ____, and ____, and which are subject to mandatory redemption pursuant to Section 4.01 hereof. SECTION 2.02: INTERPRETATIONS; TIME OF PERFORMANCE. The titles and headings of the articles and sections of this Order have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Order and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the taxes levied in payment thereof. Unless a time period specified for performance of any action under this Order is specified to be a Business Day or Business Days, such performance time period means the number of calendar days for such performance to be accomplished. (End of Article Two) Page 78 of 337 3-1 ARTICLE THREE AUTHORIZATION, DESCRIPTION AND EXECUTION OF BONDS SECTION 3.01: AMOUNT, NAME, PURPOSE AND AUTHORIZATION. The Bonds of the District, to be known and designated as "Rock Prairie Management District No. 2 Unlimited Tax Road Bonds, Series 2024", shall be issued in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,600,000.00) for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, all under and in strict conformity with the Constitution and laws of the State of Texas, including, particularly, Section 52 of Article III of the Constitution of Texas and the Act. SECTION 3.02: FORM, INITIAL DATE, DELIVERY DATE, NUMBERS AND DENOMINATIONS. The Initial Bonds shall be issued and delivered in fully registered form, without interest coupons, and shall be dated as of the Initial Date. Each Initial Bond submitted for approval, registration and delivery in accordance with Section 3.07 hereof shall be numbered "IR-", followed by the last two digits of the year of the Maturity Date of such Initial Bond, and shall be completed with the Delivery Date. Each Bond registered and delivered subsequent to the Initial Bonds shall be dated as of the Initial Date and shall include thereon the Delivery Date. Each such Bond shall be numbered consecutively, in succession, beginning with the numeral "1", which shall be preceded by the prefix "R", and shall be in denominations of $5,000, or any integral multiple thereof. SECTION 3.03: INTEREST RATES AND MATURITY DATES. The Bonds shall include both Serial Bonds and Term Bonds, as provided below. (a) Bonds in the aggregate principal amount of $__________ shall be issued as Serial Bonds, shall bear interest from the later of the Delivery Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate or rates set forth in the following schedule, and shall mature and become payable, subject to prior redemption in accordance with the provisions of Article Four hereof, on September 1 in each of the years and in the principal amounts set forth in the schedule below: Principal Amount Year of Maturity Interest Rate $ ______ 2026 _____% $ ______ 2027 _____% $ ______ 2028 _____% $ ______ 2029 _____% $ ______ 2030 _____% $ ______ 2031 _____% $ ______ 2032 _____% Page 79 of 337 3-2 $ ______ 2033 _____% $ ______ 2034 _____% $ ______ 2035 _____% $ ______ 2036 _____% $ ______ 2037 _____% $ ______ 2038 _____% $ ______ 2039 _____% $ ______ 2040 _____% $ ______ 2041 _____% $ ______ 2042 _____% $ ______ 2043 _____% $ ______ 2044 _____% $ ______ 2045 _____% $ ______ 2046 _____% $ ______ 2047 _____% $ ______ 2048 _____% $ ______ 2049 _____% $ ______ 2050 _____% (b) Bonds in the aggregate principal amount of $__________ shall be issued as Term Bonds, shall bear interest from the later of the Delivery Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate or rates set forth in the following schedule, and shall mature and become payable, subject to mandatory and optional redemption in accordance with the provisions of Article Four hereof, on September 1 in each of the years and in the principal amounts set forth in the schedule below: Principal Amount Year of Maturity Interest Rate $ ______ ____ _____% $ ______ ____ _____% $ ______ ____ _____% $ ______ ____ _____% $ ______ ____ _____% $ ______ ____ _____% $ ______ ____ _____% SECTION 3.04: DATES AND MANNER OF PAYMENT OF INTEREST. Interest on the Bonds shall be payable semiannually on March 1 and September 1 of each year, commencing on March 1, 2025, until payment of the principal thereof has been made or duly provided for. The amount of interest on the Bonds payable on each Interest Payment Date, Maturity Date or Redemption Date shall be computed on the basis of a 360-day year of twelve 30-day months. Not later than ten (10) days before each Interest Payment Date, Maturity Date or Redemption Date, the Paying Agent shall compute the amount of interest to be due and payable on such date and shall send to the District notice of the amount so computed to be due and payable on such date. Page 80 of 337 3-3 The payments of interest on the Bonds shall be payable, at the option of the District, by check mailed by the Paying Agent to the Holder, at the address shown on the Register, or by such other customary banking arrangements as may be acceptable to the Paying Agent and the Holder, at the risk and expense of such Holder. The interest so payable on any Interest Payment Date will be paid to the Person in whose name each Bond (or one or more Predecessor Bonds evidencing the same obligation) is registered at the close of business on the Record Date for such Interest Payment Date. Each Bond delivered pursuant to the terms of this Order upon transfer or in exchange for or in lieu of any Predecessor Bond shall carry all the rights to interest, both accrued and unpaid, and to accrue, which were carried by such Predecessor Bond, and each such Bond shall bear or accrue interest as specified herein so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 3.05: MEDIUM AND PLACE OF PAYMENT AT MATURITY OR REDEMPTION. The principal of the Bonds payable at any Maturity Date or Redemption Date, shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which on such dates of payment is legal tender for the payment of debts due the United States of America, upon the presentation and surrender of such Bonds, as they become due or at their earlier Redemption Date, at the designated office of the Paying Agent. SECTION 3.06: EXECUTION. The Bonds shall be signed on behalf of the District by the President or Vice President and Secretary or Assistant Secretary of the Board of Directors of the District, and the District's seal shall be placed or impressed thereon. Such signatures may be manually executed or placed in facsimile on the Bonds, and the District's seal may be manually impressed or printed or otherwise mechanically reproduced in facsimile on the Bonds. In case any official of the District who shall have signed any of the Bonds, either manually or by facsimile signature, shall cease to be such officer before the Bonds so signed shall have been authenticated and delivered by the Registrar, or disposed of by the District, such Bonds, nevertheless, may be authenticated and delivered or disposed of as though the Person who signed such Bonds had not ceased to be such officer of the District, and any Bond may be signed on behalf of the District by such Person as, at the actual time of execution of such Bond, shall be a proper officer of the District, although at the date of such Bond or of the adoption of this Order, such Person was not such officer. Minor typographical and other minor errors in the text of any Bond or minor defects in the seal or facsimile signature on any Bond shall not affect the validity or enforceability of such Bond, if same has been duly authenticated by the Registrar or registered by the Comptroller of Public Accounts of the State of Texas, as required herein. SECTION 3.07: APPROVAL, REGISTRATION AND DELIVERY. The Initial Bonds shall consist of one Bond for each year of maturity specified in Section 3.03 hereof, representing the entire principal amount of the Bonds scheduled to mature in each of such years of maturity, and shall be made payable to the Initial Purchaser, or its designee. The President or Vice President and Secretary or Assistant Secretary of the Board of Directors of the District and representatives of the District's Bond Counsel are each hereby authorized and directed to submit the Initial Bonds and a transcript of the proceedings relating to the issuance of the Bonds to the Attorney General of Texas for approval and, following said approval, to submit the Initial Bonds to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of Page 81 of 337 3-4 the Initial Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's registration certificate prescribed herein to be printed and endorsed on each Initial Bond. After the Initial Bonds have been registered and signed by the Comptroller, they shall be delivered to the Registrar, completed with the Delivery Date and registered on the Register in the name of Cede & Co., as nominee of DTC, and thereafter shall be delivered to the Initial Purchaser or its designee, but only upon receipt of the full purchase price therefor. At any time after delivery of the Initial Bonds, the Holder may, subject to the requirements of and in accordance with the procedures prescribed in Section 3.09 hereof, surrender any Bonds to the Registrar for transfer or exchange, accompanied by instructions specifying the name(s) and address(es) of the Person(s) to whom such Bonds are to be transferred and the principal amount(s) of the Bond(s) to be authenticated and delivered in exchange therefor, and the Registrar shall thereupon, within not more than three (3) Business Days, authenticate and register Bonds conforming to such instructions and the provisions of this Order. No Initial Bond shall be entitled to any right or benefit under this Order, or be valid or obligatory for any purpose, unless there appears on such Initial Bond a certificate of registration substantially in the form provided in Section 5.03 hereof, duly executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized deputy, by manual signature; nor shall any Bond authenticated and delivered subsequent to the Initial Bonds be so entitled or be valid or obligatory, unless there appears on such Bond a Certificate of Registrar substantially in the form provided in Section 5.02 hereof, duly executed by an authorized officer or employee of the Registrar, by manual signature. Such Certificate of Registrar upon any Bond authenticated and delivered subsequent to the Initial Bonds shall be conclusive evidence that such Bond has been so certified or registered and delivered. SECTION 3.08: OWNERSHIP OF BONDS. The District, the Paying Agent, the Registrar and any other Person may treat the Person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and interest thereon and for all other purposes, whether or not such Bond is overdue, and neither the District, the Paying Agent, nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the Person deemed to be the owner of any Bond in accordance with this Section 3.08 shall be valid and effective for all purposes and shall discharge the liability of the District, the Paying Agent and the Registrar to the extent of the sums paid. SECTION 3.09: REGISTRATION, TRANSFER AND EXCHANGE. So long as any Bonds remain outstanding, the Registrar shall keep and maintain at its designated office a Register in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration, transfer and exchange of Bonds in accordance with the terms of this Order. Each Bond shall be transferable only upon the presentation and surrender thereof at the office designated by the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative. Within three (3) Business Days following due presentation for registration of the transfer of any Bond, the District shall Page 82 of 337 3-5 cause to be executed and the Registrar shall authenticate in the name of the transferee or transferees one or more exchange Bonds in a like aggregate principal amount and a like interest rate and shall deliver or mail same to the transferee or transferees by United States mail, first class, postage prepaid. All Serial Bonds shall be exchangeable upon the presentation and surrender thereof at the office designated by the Registrar for a Serial Bond or Serial Bonds having the same maturity and interest rate, in any authorized denomination, and in an aggregate principal amount equal to the unpaid principal amount of the Serial Bond or Serial Bonds presented for exchange. Within three (3) Business Days following due presentation for exchange of any Serial Bond, the District shall cause to be executed and the Registrar shall authenticate, register and deliver or send to the Holder, by United States mail, first class, postage prepaid, exchange Serial Bonds in accordance with the provisions of this Section 3.09. Except as provided in Section 3.12 hereof, a Term Bond is not exchangeable so long as it is registered in the name of Cede & Co., as nominee of DTC. Each Bond transferred or exchanged and duly authenticated and delivered in accordance with this Section 3.09 shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. No service charge shall be made for any transfer or exchange referred to above, but the District or the Registrar may require the Holder of any Bond to pay a sum sufficient to pay any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. The Registrar shall not be required to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of the mailing of, notice of redemption of Bonds prior to maturity, nor shall the Registrar be required to transfer or exchange any Bond selected for redemption in whole or in part when such Redemption Date is scheduled to occur within thirty (30) calendar days. SECTION 3.10: REPLACEMENT BONDS. Upon the presentation and surrender to the Registrar of a mutilated Bond, the District shall cause to be executed, and the Registrar shall authenticate, register and deliver in exchange therefor, a replacement Bond of like tenor and principal amount bearing a number not contemporaneously outstanding. In the event that any Bond is lost, apparently destroyed or wrongfully taken, the District, pursuant to the applicable laws of the State of Texas, and in the absence of actual notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall cause to be executed, and the Registrar shall authenticate, register and deliver, a replacement Bond of like tenor, interest, and principal amount bearing a number not contemporaneously outstanding, provided that the Holder thereof shall have: (a) furnished to the Registrar and the District satisfactory evidence of the ownership and the circumstances of the loss, destruction or theft of such Bond; (b) furnished such security or indemnity as may be required by the Registrar, the District and the Paying Agent to save the District, the Registrar and the Paying Agent harmless; Page 83 of 337 3-6 (c) paid all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees and expenses of the Registrar, the District and Paying Agent and any tax or other governmental charge that may be imposed; and (d) met any other reasonable requirements of the District, the Registrar and the Paying Agent. If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the District, the Registrar and the Paying Agent shall be entitled to recover upon such replacement Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the District, the Registrar and the Paying Agent in connection therewith. In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent, with the concurrence of the Registrar, in their discretion, may pay such Bond, in lieu of issuance of a replacement Bond. Each replacement Bond delivered in accordance with this Section 3.10 shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. SECTION 3.11: BOOK-ENTRY ONLY SYSTEM. Notwithstanding the foregoing, the Initial Bonds and all subsequent Bonds shall be registered in the name of Cede & Co., as nominee of DTC, except as provided in Section 3.12 hereof. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the District, the Paying Agent and the Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. In particular, and not by way of limiting the foregoing, the District, the Paying Agent and the Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than a Holder, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than a Holder, as shown in the Register, any amount with respect to the principal of or the premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Order to the contrary, the District, the Paying Agent and the Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered on the Register as the absolute owner of such Bond for the purpose of payment of the principal of and the premium, if any, and interest on such Bond; for the purpose of giving notices of redemption and other matters with respect to such Bond; for the purpose of registering transfers with respect to such Bond; and for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Holders, as shown on the Register and as provided in this Order, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and Page 84 of 337 3-7 discharge the District's obligations with respect to the payment of the principal of and the premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Except as provided in Section 3.12 hereof, no Person, other than a Holder, as shown on the Register, shall be issued an exchange Bond pursuant to this Order. Upon delivery by DTC to the Paying Agent and the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Order with respect to interest payments to the Holders as of the close of business on a Record Date, the word "Cede & Co." in this Order shall refer to such new nominee of DTC. Notwithstanding any other provision of this Order to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and the premium, if any, and interest on such Bond, and all notices with respect to such Bond, shall be made and given, respectively, in the manner provided in the Letter of Representation. If fewer than all of the Bonds of the same maturity are to be redeemed, the particular Bonds, or portions thereof, to be redeemed in whole or in part from within each such maturity shall be selected by DTC from the Bonds, or portions thereof, which have not previously been called for redemption in accordance with the procedures of DTC notwithstanding any other provision of this Order to the contrary. SECTION 3.12: SUCCESSOR SECURITIES DEPOSITORY; TRANSFER OUTSIDE BOOK-ENTRY ONLY SYSTEM. In the event that the District, in its sole discretion, determines that the beneficial owners of the Bonds should be able to obtain exchange Bonds, the District shall notify DTC and the DTC Participants, as identified by DTC, of the availability through the Registrar of exchange Bonds and cause the registration and transfer of one or more exchange Bonds to the DTC Participants having Bonds credited to their DTC accounts, as identified by DTC, but only upon presentation of surrender of the Bonds to be exchanged, upon receipt of proper proof of the ownership interests of the DTC Participants, and integral multiples of $5,000 in principal amount; provided, however, that in such event, each Term Bond shall be exchangeable only for one or more Serial Bonds bearing the same rate of interest and corresponding in aggregate principal amounts and Maturity Dates to the unpaid mandatory redemption amounts and Redemption Dates applicable to such Term Bond pursuant to Section 4.01 hereof, with the particular Maturity Date applicable to any such exchange Serial Bond to be determined by the Registrar by lot or other customary method. In the event DTC discontinues the services described herein, the District shall appoint a successor securities depository qualified to act as such under Section 17 (a) of the Securities and Exchange Act of 1934, as amended; notify DTC and the DTC Participants, as identified by DTC, of the appointment of such successor securities depository; and cause the registration and transfer of one or more exchange Bonds to such successor securities depository. In either such event, the Bonds shall no longer be restricted to being registered on the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Holders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Order. SECTION 3.13: CANCELLATION. All Bonds paid or redeemed in accordance with this Order, and all Bonds in lieu of which exchange Bonds or replacement Bonds are executed, authenticated, registered and delivered in accordance with Section 3.09 or Section 3.10 of this Page 85 of 337 3-8 Order, shall be cancelled upon the making of proper records regarding such payment, redemption, exchange or replacement and shall be treated in accordance with the document retention policies of the Paying Agent and the records retention schedules of the District. The Paying Agent and Registrar shall periodically furnish the District with certificates of cancellation of such Bonds, upon written request therefor. (End of Article Three) Page 86 of 337 4-1 ARTICLE FOUR REDEMPTION OF BONDS BEFORE MATURITY SECTION 4.01: A. MANDATORY REDEMPTION OF TERM BONDS. Term Bonds with Maturity Dates of September 1, ____, ____ and ____, shall be redeemed, at a price equal to the principal amount thereof, plus accrued interest to the Redemption Date, on September 1 in each of the years and in the principal amounts set forth in the following schedule, with the particular portions of such Term Bonds to be redeemed to be selected by the Registrar or DTC, as applicable, from the portions of the Term Bonds which have not previously been redeemed by the District, by lot or other customary method: Year of Redemption Principal Amount ____ $ ______ ____ (Maturity) $ ______ ____ $ ______ ____ (Maturity) $ ______ ____ $ ______ ____ $ ______ ____ $ ______ ____ (Maturity) $ ______ Notwithstanding the foregoing, to the extent that Term Bonds of a particular maturity have been previously redeemed in part through the exercise of the District's reserved right of optional redemption, as provided below, each of the aforesaid scheduled mandatory redemption payments for the Term Bonds of such maturity shall be reduced in each such instance of prior redemption, as specified in the District's notice to the Paying Agent as provided below. B. OPTIONAL REDEMPTION OF BONDS. The District reserves the right, at its option, to redeem the Bonds maturing on or after September 1, 2031, prior to their scheduled maturities, in whole or, from time to time, in part, on September 1, 2030, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest on said principal amount thereof called for redemption to the Redemption Date. The District shall, at least forty-five (45) calendar days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Registrar and Paying Agent), notify the Registrar and Paying Agent of such Redemption Date and of the principal amount of the Bonds of each maturity to be redeemed. If less than all of the Serial Bonds of the same maturity are to be redeemed, the particular Serial Bonds to be redeemed in whole or in part from within each such maturity shall be selected by the Registrar or DTC, as applicable, from the Serial Bonds which have not previously been called for redemption, by lot or other customary method; provided, however, that in the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000 or an integral multiple thereof. The Registrar shall promptly notify the District and the Paying Agent, if different than the Registrar, in writing, of the Serial Bonds selected for redemption and, in the case of any Serial Page 87 of 337 4-2 Bond selected for partial redemption, of the principal amount thereof to be redeemed. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District shall notify the Paying Agent at least forty-five (45) calendar days prior to the Redemption Date of the reductions in the remaining mandatory redemption amounts to result from such optional redemption. For purposes of this Order, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal amount of such Bond which has been or is to be redeemed. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with Section 3.09 of this Order, shall authenticate, register and deliver an exchange Bond or Bonds of like interest rate and in aggregate principal amount equal to the unredeemed portion of the Bond so surrendered; provided, however, that the foregoing shall not apply to Bonds registered as set forth in Section 3.11 of this Order. SECTION 4.02: NOTICE OF REDEMPTION. Notice of the selection of any Bonds for redemption pursuant to Section 4.01 above is hereby directed to be given by the Registrar, without any further instruction or notice from the District, at least thirty (30) calendar days prior to the Redemption Date. Notice shall be given by first class United States mail, postage prepaid, to the Holder of each Bond to be redeemed in whole or in part at the address shown on the Register on the date which is forty-five (45) calendar days prior to the Redemption Date. Such notice shall state the Redemption Date, the redemption price, the principal amounts of the Bonds to be redeemed and, if less than all of the then outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemptions within a maturity, the respective principal amounts) of the Bonds to be redeemed, the amount of accrued interest payable on the Redemption Date and the place at which the Bonds are to be surrendered for payment. Any notice mailed as provided in this Section 4.02 shall be conclusively presumed to have been duly given, whether or not the Holder actually receives such notice. Except as otherwise provided in Section 11.03 of this Order, no other notice of the reserved right of redemption shall be given unless otherwise required by law. By the Redemption Date, due provision shall be made with the Paying Agent for the payment of the principal of the Bonds to be redeemed, plus accrued interest thereon to the Redemption Date. When Bonds have been called for redemption, in whole or in part, as provided above, and due provision has been made to redeem same, such Bonds or portions thereof, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the right of the Holders to collect interest which would otherwise accrue after the Redemption Date upon the principal of such Bonds or the portions thereof so called for redemption shall be terminated. (End of Article Four) Page 88 of 337 5-1 ARTICLE FIVE FORM OF BONDS AND INSURANCE SECTION 5.01: FORM OF BONDS. The Bonds authorized by this Order, including the registration certificate of the Comptroller of Public Accounts of the State of Texas or Registrar, as applicable, and form of assignment shall be in substantially the forms specified in Exhibit "A" and Exhibit "B" attached hereto and made a part hereof for all purposes, with such omissions, insertions and variations as may be necessary or desirable and consistent with the terms of this Order. SECTION 5.02: CERTIFICATE OF REGISTRAR. The form of Certificate of Registrar specified in Exhibit "B" attached hereto shall be printed on or attached to each of the Bonds authenticated, registered and delivered subsequent to the Initial Bonds. SECTION 5.03: REGISTRATION OF BONDS BY STATE COMPTROLLER AND CERTIFICATE. The Initial Bonds shall be registered by the Comptroller of Public Accounts of the State of Texas, as provided by law. In lieu of the Certificate of Registrar specified in Section 5.02 hereof, the registration certificate of the Comptroller of Public Accounts of the State of Texas shall be printed or typed on or attached to each of the Initial Bonds and shall be in substantially the form specified in Exhibit "A" attached hereto. SECTION 5.04: FORM OF ASSIGNMENT. The form of Assignment specified in Exhibit "A" and Exhibit "B" attached hereto shall be printed at the back of or attached to each of the Bonds. SECTION 5.05: CUSIP REGISTRATION. The officers and representatives of the District may secure the printing of identification numbers on the Bonds through the CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of the American Bankers Association. SECTION 5.06: LEGAL OPINION. The approving opinion of the District's Bond Counsel may be printed on the Bonds over the certification of the Secretary of the Board of Directors, which may be executed in facsimile or, with respect to Bonds registered in the name of Cede & Co., as nominee of DTC, in accordance with Section 3.11 of this Order, an original of said opinion may be delivered to the Initial Purchaser. SECTION 5.07: BOOK-ENTRY ONLY BONDS. Notwithstanding anything in this Article Five to the contrary, exchange bonds in the form specified in Exhibit "B" attached hereto shall not be issued except as set forth in Section 3.12 of this Order. SECTION 5.08: BOND INSURANCE PROCEEDINGS. The officers and representatives of the District are hereby authorized and directed (i) to make application for and to execute, attest and deliver any and all certificates, agreements or other instruments necessary to Page 89 of 337 5-2 secure a municipal bond insurance policy with respect to the Bonds, and (ii) to provide for the printing of a statement or legend relating to such insurance on the Bonds, all as may be deemed necessary by said officers and representatives. (End of Article Five) Page 90 of 337 6-1 ARTICLE SIX SECURITY FOR THE BONDS SECTION 6.01: SECURITY FOR THE BONDS. The Bonds are secured by and payable from the proceeds of an annual ad valorem tax, levied without legal limitation as to rate or amount, upon all taxable property within the District, and such taxes, as collected and received, are hereby pledged to the payment of the principal of and the interest, payment expenses and redemption price on the Bonds and the Outstanding Bonds. SECTION 6.02: LEVY OF TAX. To pay the interest on the Bonds, and to create a sinking fund for the payment of the principal thereof when due, and to pay the expenses of assessing and collecting such taxes and making payments in respect of the Bonds, there is hereby levied, and there shall be assessed and collected in due time, an annual ad valorem tax, without legal limit as to rate or amount, upon all taxable property in the District for each year while any of the Bonds are outstanding. All of the proceeds of such collections, except costs incurred in connection therewith, shall be paid into the Bond Fund Road Bond Account, as established pursuant to the Prior Bond Orders, and the aforementioned tax and such payments into the Bond Fund Road Bond Account shall continue until the Bonds and the interest thereon, together with all expenses incurred in making payments in respect of the Bonds and all amounts due to the United States of America pursuant to Section 8.01(g) hereof, have been fully paid and discharged, and such proceeds shall be used for such purposes and no other. While said Bonds, or any of them, are outstanding and unpaid, an ad valorem tax, each year at a rate from year to year as will be ample and sufficient to provide funds to pay the current interest on said Bonds and to provide the necessary sinking fund to pay the principal and accrued interest on the Bonds when due, with full allowance being made for delinquencies and costs of collection, shall be levied, assessed and collected, as follows: (a) After receipt of the certified roll of taxable property in each year, and at such time as required by then applicable law, the Board of Directors shall consider the taxable property in the District and determine the actual rate per $100 valuation of taxable property which is to be levied in that year and shall levy such tax against all taxable property in the District. (b) In determining the actual rate to be levied in each year, the Board of Directors shall consider, among other matters: (1) the amount which should be levied for the payment of the principal of or the interest, payment expenses and redemption price on each series of bonds or notes of the District payable in whole or in part from taxes, including, but not limited to, the Bonds, the Outstanding Bonds and any Additional Bonds; and (2) the percentage of anticipated tax collections and the costs of assessing and collecting such taxes. Page 91 of 337 6-2 (c) In determining the amount of taxes which should be levied each year, the Board of Directors may also consider whether proceeds from the sale of bonds of the District have been capitalized or placed in escrow to pay interest during construction and whether the Board of Directors reasonably expects to have investment earnings from the Bond Fund or the Bond Fund Road Bond Account, as applicable, or excess arbitrage profits payable to the United States of America, or revenues or receipts available from other sources which are legally available to pay the principal of or the interest, payment expenses or redemption price on the Bonds, the Outstanding Bonds or any Additional Bonds or notes payable in whole or in part from taxes. In addition to the tax levied pursuant to this Section 6.02, the District may also levy from time to time taxes for maintenance and operation purposes, for contract obligations payable from taxes, and for any other purpose or purposes authorized by law. SECTION 6.03: PERFECTION OF PLEDGE. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of taxes by the District under Section 6.01 of this Order, and such pledge is, therefore, valid, effective and perfected. If, at any time while all or any portion of the Bonds are outstanding and unpaid, Texas law is amended in a manner that such pledge is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Holders the perfection of the security interest in and to such pledge, the District covenants and agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, and to enable a filing to perfect the security interest in such pledge to occur. (End of Article Six) Page 92 of 337 7-1 ARTICLE SEVEN APPLICATION OF BOND PROCEEDS; FLOW OF FUNDS AND INVESTMENTS SECTION 7.01: BOND PROCEEDS. Proceeds from the sale of the Bonds will be disbursed in accordance with this Article Seven. SECTION 7.02: CREATION OF FUNDS AND ACCOUNTS. Notwithstanding any part or provision hereof to the contrary, the creation and confirmation of the District's Bond Fund, Bond Fund Road Bond Account, Construction Fund, and Road Construction Fund Account created pursuant to the applicable provisions of all or certain of the Prior Bond Orders are hereby confirmed. The funds in the Bond Fund Road Bond Account and the Road Construction Fund Account shall be kept separate and apart from all other funds of the District. The Bond Fund Road Bond Account, to the extent permitted by law, shall constitute a trust fund for the benefit of the Holders of Road Bonds payable in whole or in part from taxes. The funds in the Bond Fund Road Bond Account shall be applied only to pay interest on and principal of Road Bonds payable in whole or in part from taxes and the fees and expenses of any Paying Agent or Registrar in respect of same; to defray the expenses, if any, of assessing and collecting taxes levied for payment of the interest on and principal of such Road Bonds; to pay any tax anticipation notes issued for the purpose of financing road facilities together with interest thereon, as such tax anticipation notes shall become due; and to pay to the United States of America any excess arbitrage profits in respect of such Road Bonds which may hereafter come due. SECTION 7.03: SECURITY OF ACCOUNTS. Any cash balance in any fund of the District, to the extent not insured by the Bank Insurance Fund managed and maintained by the Federal Deposit Insurance Corporation, or a successor insurance fund, shall be continuously secured by a valid pledge to the District of securities eligible under the laws of Texas to secure the funds of districts such as the District, having an aggregate market value, exclusive of accrued interest, at all times at least equal to the uninsured cash balance in the fund to which such securities are pledged or such higher amount as required by the District's policies for investment of funds of the District. SECTION 7.04: DEPOSITS TO AND WITHDRAWALS FROM BOND FUND ROAD BOND ACCOUNT. The District shall deposit or cause to be deposited into the Bond Fund Road Bond Account the aggregate of the following at the times specified: (a) As soon as practicable after the Initial Bonds are sold and delivered, out of the proceeds of the sale of the Bonds, a sum equal to the initial twelve (12) months of interest on the Bonds; and (b) As collected, the proceeds from collection of the ad valorem tax levied pursuant to Section 6.02 hereof, less the costs of collection thereof. Not later than five (5) calendar days prior to any Maturity Date, Redemption Date and/or Interest Payment Date on the Bonds, the Board of Directors shall cause moneys to be deposited into the Page 93 of 337 7-2 Bond Fund Road Bond Account in an amount not less than that which is sufficient to pay the principal of the Bonds which matures and becomes payable on such date, the interest which accrues and becomes payable on such date, and the fees and expenses of the Paying Agent and the Registrar for handling and making such payments on the Bonds on such date, and not later than two (2) Business Days prior to such payment dates shall cause such amounts to be wire transferred to the Paying Agent. SECTION 7.05: ROAD CONSTRUCTION FUND ACCOUNT. The District shall deposit or cause to be deposited into the Road Construction Fund Account the Net Proceeds of the Bonds, less any portion of the Net Proceeds that has been utilized by the Paying Agent, pursuant to written instructions of the District, for expenses incident to the issuance of the Bonds. The Net Proceeds of the Bonds so deposited into the Road Construction Fund Account shall be used solely for the payment of the expenses incident to the issuance of the Bonds, including financial advisory, legal and engineering fees and expenses, and administration, organization and printing expenses of the District, and the costs of purchasing, constructing, acquiring, owning, operating, repairing, improving or extending the Road System. All moneys on deposit in the Road Construction Fund Account as of the date hereof, and all interest and investment earnings on such moneys, now or hereafter deposited into such fund, are to be maintained by the District in such fund to be used for the purposes for which any previously issued Road Bonds were sold as set forth in the applicable Prior Bond Orders authorizing issuance of same and/or for any other lawful purpose for which such Road Bonds were authorized, and, if required, with the consent of any regulatory authority having jurisdiction. SECTION 7.06: SURPLUS CONSTRUCTION FUNDS. After completion of the Road System for which the Bonds are issued and the payment of all lawful obligations associated therewith, at the option of the Board, and, if required, with the consent of any regulatory authority having jurisdiction, the Net Proceeds of the Bonds remaining in the Road Construction Fund Account, together with investment earnings thereon, may be used to pay the costs of constructing additional road facilities which will become part of the Road System and/or for any other lawful purpose for which the Bonds were authorized, if such use, in the opinion of Bond Counsel, does not adversely affect the status of the exclusion of interest on the Bonds from gross income for federal income tax purposes. Any moneys remaining in the Road Construction Fund Account after completion of the entire Road System shall be deposited into the Bond Fund Road Bond Account. SECTION 7.07: INVESTMENTS; EARNINGS. Moneys deposited into the Bond Fund, the Bond Fund Road Bond Account, the Construction Fund, the Road Construction Fund Account, and any other fund or funds which the District may lawfully create may be invested or reinvested from time to time, but only in Authorized Investments. Except to the extent otherwise required to maintain compliance with the covenants set forth in Section 8.01 hereof, all investments and any profits realized from or interest accruing on such investments shall belong to the fund from which the moneys for such investment were taken; provided, however that in the discretion of the Board of Directors, and, if required, with the consent of any regulatory authority having jurisdiction, the profits realized from and interest accruing on investments made from any fund may be transferred to the appropriate account within the Bond Fund. If any moneys are so invested, the District shall have the right to have sold in the open market a sufficient amount of such investments to meet its obligations in the event any fund does not have sufficient uninvested Page 94 of 337 7-3 moneys on hand to meet the obligations payable out of such fund. After such sale, the moneys resulting therefrom shall belong to the fund from which such investments were initially taken. The District shall not be responsible to the Holders for any loss arising out of the sale of any investments. (End of Article Seven) Page 95 of 337 8-1 ARTICLE EIGHT TAX EXEMPTION SECTION 8.01: TAX EXEMPTION. For purposes of this Section 8.01, the term "Net Proceeds" means the proceeds derived from the sale of the Bonds, plus interest earnings thereon, less any amounts deposited in a reasonably required reserve or replacement fund; the term "Person" includes any individual, corporation, partnership, unincorporated association or any other entity capable of carrying on a trade or business; and the term "trade or business" means, with respect to any natural person, any activity regularly carried on for profit and, with respect to Persons other than natural persons, means any activity other than an activity carried on by a governmental unit. The District covenants that it shall make such use of the Net Proceeds of the Bonds, regulate investments thereof and take such other and further actions as may be required by Sections 103 and 141-150 of the Internal Revenue Code of 1986 (the "Code"), and all applicable temporary, proposed and final regulations and procedures promulgated thereunder or promulgated under the Internal Revenue Code of 1954, to the extent applicable to the Code (the "Regulations"), necessary to assure that interest on the Bonds is excludable from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the District hereby covenants as follows: (a) The District has not permitted and will not permit more than ten percent (10%) of the Net Proceeds of the Bonds to be used in the trade or business of any Person (other than use as a member of the general public) other than a governmental unit ("private-use proceeds"). (b) The District has not permitted and will not permit more than five percent (5%) of the Net Proceeds of the Bonds to be used in the trade or business of any Person, other than a governmental unit, if such use is unrelated to the governmental purpose of the Bonds; and further, the amount of private-use proceeds of the Bonds in excess of five percent (5%) of the Net Proceeds of the Bonds ("excess private-use proceeds") will not exceed the proceeds of the Bonds expended for the governmental purpose of the Bonds to which such excess private-use proceeds relate. (c) The principal of and interest on the Bonds will be paid from ad valorem tax collections, together with investment profits and interest earnings thereon. (d) The District has not permitted and will not permit an amount exceeding the lesser of (i) $5,000,000 or (ii) five percent (5%) of the Net Proceeds of the Bonds to be used directly or indirectly to finance loans to Persons other than governmental units. (e) The District will not use the proceeds of the Bonds in a manner that would cause the Bonds or any portion thereof to be an "arbitrage bond" within the meaning of Page 96 of 337 8-2 Section 148 of the Code or otherwise in any manner which would cause the Bonds to violate the provisions of Section 149(d) of the Code. The District will monitor the yield on the investment of the proceeds of the Bonds and moneys pledged to the payment of the Bonds, other than amounts not subject to yield restriction because of their deposit in a reasonably required reserve or replacement fund or a bona fide debt service fund, and will restrict the yield on such investments to the extent required by the Code or the Regulations. Without limiting the generality of the foregoing, the District will take appropriate steps to restrict the yield on (i) all Net Proceeds of the Bonds on hand on a date that is three (3) years from the date of delivery of the Bonds and on all amounts within the Bond Fund not disbursed within thirteen (13) months of the date of deposit therein (using a last-in, first out accounting conversion) and (ii) all investment earnings on hand on a date that is three (3) years from the date of delivery of the Bonds or one (1) year from the date such investment proceeds are received, whichever is later, to a yield which is not materially higher than the yield on the Bonds (in both cases calculated in accordance with the Code and the Regulations). (f) The District will not cause the Bonds to be treated as "federally guaranteed" obligations within the meaning of Section 149(b) of the Code (as same may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149(b) of the Code). (g) To the extent, if applicable, required by the Code or Regulations, the District will take all necessary steps to comply with the requirement that "excess arbitrage profits" earned on the investment of the gross proceeds of the Bonds, if any, be rebated to the United States of America, and specifically, the District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate such "excess arbitrage profits" separately from records of amounts on deposit in the funds and accounts of the District which are allocable to other bond issues of the District or moneys which do not represent gross proceeds of any bonds of the District, (ii) calculate, not less often than required by applicable federal law and the Regulations, the amount of "excess arbitrage profits", if any, earned from the investment of the gross proceeds of the Bonds and (iii) pay, not less often than required by applicable federal law and the Regulations, all amounts required to be rebated to the United States of America; and the District will not indirectly pay any amount otherwise payable to the United States of America pursuant to the foregoing requirements to any Person other than the United States of America by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. (h) The District will timely file a statement with the United States of America setting forth the information required pursuant to Section 149(e) of the Code. Page 97 of 337 8-3 (i) This Order is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. For purposes of the foregoing (a), (b) and (e), the District understands that the term "Net Proceeds" includes "disposition proceeds" as defined in the Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the District that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the District will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the District agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. In furtherance of such intention, the District hereby authorizes and directs the President or Vice President of the Board to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the District, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. Furthermore, all officers, employees and agents of the District are authorized and directed to provide certifications of facts, estimates and circumstances which are material to the reasonable expectations of the District as of the date the Initial Bonds are delivered and paid for, and any such certifications may be relied upon by Bond Counsel, by the Holders of the Bonds, and by any Person interested in the exclusion of interest on the Bonds from gross income for federal income tax purposes. Moreover, the District covenants that it shall make such use of the proceeds of the Bonds, regulate investments of proceeds thereof, and take such other and further actions as may be required to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes. SECTION 8.02: BONDS QUALIFIED TAX-EXEMPT OBLIGATIONS. The District hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code and covenants that it shall take all actions necessary with respect to the Bonds to satisfy the requirements of Section 265(b)(3) of the Code. In particular, the District represents that: (a) the aggregate amount of tax-exempt obligations issued by the District during calendar year 2024, including the Bonds, which have been designated as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code, does not exceed $10,000,000; and (b) the reasonably anticipated amount of tax-exempt obligations which will be issued by the District during the calendar year 2024, including the Bonds, will not exceed $10,000,000. Page 98 of 337 8-4 For purposes of this Section 8.02, the term "tax-exempt obligation" does not include "specified private activity bonds" within the meaning of Section 141 of the Code, other than "qualified 501(c)(3) bonds" within the meaning of Section 145 of the Code. In addition, for purposes of this Section 8.02, the District includes all governmental units of which the District is a "subordinate entity" and governmental units which are "subordinate entities" of the District, within the meaning of Section 265(b)(3)(E) of the Code. SECTION 8.03: ALLOCATION OF, AND LIMITATION ON, EXPENDITURES. The District covenants to account for the expenditure of the proceeds of the sale of the Bonds and investment earnings to be used for the purposes for which the Bonds are issued on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the facilities to be constructed and/or purchased with the proceeds of the Bonds are completed. The foregoing notwithstanding, the District shall make such allocation in any event by the date 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. For purposes of determining compliance with this covenant the District and its officers, agents and representatives may rely upon an opinion of nationally recognized bond counsel or tax counsel to the effect that the proposed actions or omissions of the District will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. SECTION 8.04: DISPOSITION OF FACILITIES. The District covenants that the property constituting the facilities to be constructed and/or purchased with the proceeds of the Bonds will not be sold or otherwise disposed of, except to the City of College Station, Texas, in a transaction resulting in the receipt by the District of cash or other compensation unless the District obtains an opinion of nationally recognized bond counsel or tax counsel to the effect that the proposed actions of the District will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. For purposes of the foregoing, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. (End of Article Eight) Page 99 of 337 9-1 ARTICLE NINE ADDITIONAL BONDS AND REFUNDING BONDS SECTION 9.01: ADDITIONAL BONDS. The District expressly reserves the right to issue, in one or more installments, any Additional Bonds for authorized purposes, including, without limitation: (a) the remaining unissued bonds which were authorized at the election described in Section 1.05 (b) and (c) of this Order; and (b) such other bonds as the District may hereafter be authorized to issue from time to time. SECTION 9.02: REFUNDING BONDS. The District further reserves the right to issue refunding bonds including, without limitation, the refunding bonds which were authorized at the election described in Section 1.05 (d) of this Order, in any manner permitted by law to refund the Bonds, the Outstanding Bonds and any Additional Bonds, at or prior to their respective Maturity Dates or on any Redemption Dates. (End of Article Nine) Page 100 of 337 10-1 ARTICLE TEN DEFAULT PROVISIONS SECTION 10.01: REMEDIES IN EVENT OF DEFAULT. In addition to any other rights and remedies provided by the laws of the State of Texas, the District covenants and agrees that in the event of default in the payment of the principal of or interest on any of the Bonds when due, or, in the event the District fails to make the payments required to be made into the Bond Fund Road Bond Account, or defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Order, the Holders shall be entitled to seek a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and the officials thereof to observe and perform the covenants, obligations or conditions prescribed in this Order. Any delay or omission in the exercise of any right or power accruing upon any default shall not impair any such right or power or be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. SECTION 10.02: ORDER IS CONTRACT. In consideration of the purchase and acceptance of the Bonds by the Holders, the provisions of this Order shall be deemed to be and shall constitute a contract between the District and such Holders, and the covenants and agreements herein set forth to be performed on behalf of the District shall be for the equal benefit, protection and security of each of such Holders. Each of the Bonds, regardless of the time or times of their issue, authentication, registration, delivery or maturity, shall be of equal rank, without preference, priority or distinction of any Bond over any other, except as expressly provided herein. (End of Article Ten) Page 101 of 337 11-1 ARTICLE ELEVEN CONTINUING DISCLOSURE SECTION 11.01: DEFINITIONS. As used in this Article, the following terms have the meanings ascribed to them below: The term "MSRB" means the Municipal Securities Rulemaking Board. The term "obligated person" has the meaning assigned to such term in the Rule. The term "Offering" has the meaning assigned to such term in the Rule. The term "Rule" means SEC Rule 15c2-12 and any regulations promulgated thereunder, all as amended from time to time. The term "SEC" means the United States Securities and Exchange Commission. SECTION 11.02: ANNUAL REPORTS. The offering of the Bonds qualifies for the Rule 15c2-12(d)(2) exemption from Rule 15c2-12(b)(5) regarding the District's continuing disclosure obligations because the District does not have more than $10,000,000 in aggregate amount of outstanding bonds, including the Bonds, and no Person is committed by contract or other arrangement with respect to payment of all, or part of, the Bonds. As required by the exemption, the District shall provide within six (6) months after the end of each Fiscal Year, to the MSRB, in an electronic format as prescribed by the MSRB, financial information and operating data which is customarily prepared by the District and is publicly available (being the information and data described in Exhibit "C" attached hereto). If the District changes its Fiscal Year, the District will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the District otherwise would be required to provide financial information and operating data pursuant to this Section 11.02. The District shall notify the MSRB, in a timely manner, of any failure of the District to provide financial information or operating data in accordance with this Section 11.02 by the time required herein. All documents provided to the MSRB pursuant to this Section 11.02 shall be accompanied by identifying information as prescribed by the MSRB. SECTION 11.03: EVENT NOTICES. The District shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, of any of the following events with respect to the Bonds: (a) Principal and interest payment delinquencies; (b) Non-payment related defaults, if material within the meaning of the federal securities laws; Page 102 of 337 11-2 (c) Unscheduled draws on debt service reserves reflecting financial difficulties; (d) Unscheduled draws on credit enhancements reflecting financial difficulties; (e) Substitution of credit or liquidity providers, or their failure to perform; (f) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other material events affecting the tax-exempt status of the Bonds; (g) Modifications to the rights of the Holders of the Bonds, if material within the meaning of the federal securities laws; (h) Calls for redemption of the Bonds, if material within the meaning of the federal securities laws, and tender offers; (i) Defeasances of the Bonds; (j) Release, substitution or sale of property securing repayment of the Bonds, if material within the meaning of the federal securities laws; (k) Rating changes; (l) Bankruptcy, insolvency, receivership or similar event of the District; (m) The consummation of a merger, consolidation, or acquisition involving the District or the sale of all or substantially all of the assets of the District, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; (n) Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws; (o) Incurrence of a Financial Obligation of the District, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the District, any of which affect security holders, if material; and (p) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the District, any of which reflect financial difficulties. Page 103 of 337 11-3 As used in clauses (o) and (p) above, the term "Financial Obligation" means: (i) a debt obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii) however, the term Financial Obligation shall not include Municipal Securities as to which a final official statement has been provided to the MSRB consistent with the Rule; the term "Municipal Securities" means securities which are direct obligations of, or obligations guaranteed as to principal or interest by, a state or any political subdivision thereof, or any agency or instrumentality of a state or any political subdivision thereof, or any municipal corporate instrumentality of one or more states and any other Municipal Securities described by Section 3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time to time. The Board of Directors intends the words used in clauses (o) and (p) above and in the definition of Financial Obligation to have the meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018. SECTION 11.04: LIMITATIONS, DISCLAIMERS AND AMENDMENTS. (a) The District shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the District remains an "obligated person" with respect to the Bonds, within the meaning of the Rule, except that the District in any event will give notice of any call for redemption of the Bonds or defeasance of the Bonds, in whole or in substantial part, made in accordance with this Order or applicable law that causes such Bonds to no longer be outstanding. (b) The provisions of this Article are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing herein, expressed or implied, shall be deemed to confer any benefit or any legal or equitable right, remedy or claim hereunder upon any other Person. The District undertakes to provide only the financial information, operating data financial statements and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the District's financial results, conditions or prospects of the District, nor does the District undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The District does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or to sell Bonds at any future date. (c) UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO THE HOLDER OR BENEFICIAL OWNERS OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR IN TORT, FOR DAMAGES RESULTING, IN WHOLE OR IN PART, FROM ANY BREACH BY THE DISTRICT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY, IN CONTRACT OR IN TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH, SHALL BE LIMITED TO AN ACTION BY THE HOLDER FOR MANDAMUS OR SPECIFIC PERFORMANCE. (d) No default by the District in observing or performing its obligations under this Article shall constitute a breach of or default under this Order for purposes of any other provision of this Order. Page 104 of 337 11-4 (e) Nothing in this Article is intended or shall act to disclaim, waive or otherwise limit the duties of the District under applicable federal and state securities laws. (f) Should the Rule be amended to obligate the District to make filings with or provide notices to entities other than the MSRB, the District hereby agrees to undertake such obligations with respect to the Bonds in accordance with the Rule as amended. (g) Except as provided hereinafter, the provisions of this Article may be amended by the District from time to time, in its discretion, to adapt to changed circumstances that arise from a change in law, the identity, nature, status or type of operations of the District, or other circumstances, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell the Bonds in a primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Order that authorizes such an amendment) of the outstanding Bonds consent to such amendment, or (B) a Person that is unaffiliated with the District (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. If this Article is so amended, the District shall include with any amended financial information or operating data next provided in accordance with this Article an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. Notwithstanding the foregoing, the District may also repeal or amend the provisions of this Article if the SEC amends or repeals the applicable provisions of the Rule or if any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but, in either case, only if and to the extent that any such amendment or repeal by the District would not prevent an underwriter from lawfully purchasing or selling the Bonds in the primary offering of the Bonds. (End of Article Eleven) Page 105 of 337 12-1 ARTICLE TWELVE MISCELLANEOUS PROVISIONS SECTION 12.01: PAYMENT OF BONDS AND PERFORMANCE OF OBLIGATIONS. The District covenants to pay promptly the principal of and the interest on the Bonds as the same become due and payable, whether at maturity or by prior redemption, in accordance with the terms of the Bonds and this Order, and to keep and perform faithfully all of its covenants, undertakings and agreements contained in this Order, the Initial Bonds or in any Bond executed, authenticated, registered and delivered hereunder. SECTION l2.02: DISTRICT'S SUCCESSORS AND ASSIGNS. Whenever in this Order the District is named and referred to, such naming or reference shall be deemed to include the District's successors and assigns, and all covenants and agreements in this Order by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of the District's successors and assigns, whether or not so expressed. SECTION l2.03: NO RECOURSE AGAINST DISTRICT OFFICERS. No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Order against any officer of the District or any Person executing the Bonds. SECTION l2.04: PAYING AGENT MAY OWN BONDS. The Paying Agent, in its individual or any other capacity, may become the owner or pledgee of the Bonds with the same rights it would have if it were not Paying Agent. SECTION 12.05: REGISTRAR. The initial Registrar in respect of the Bonds shall be The Bank of New York Mellon Trust Company, N.A. with its principal corporate trust office and its principal payment office in Dallas, Texas. The District will maintain at least one Registrar in the State of Texas, where the Bonds may be surrendered for registration of transfer and/or for exchange or replacement for other Bonds, and for the purpose of maintaining the Register on behalf of the District. The Registrar shall at all times be a duly qualified and competent trust or banking corporation or association organized and doing business under the laws of the United States of America, or of any State thereof, with a combined capital and surplus of at least $25,000,000, which is subject to supervision of or examination by federal or State banking authorities, and which is a transfer agent duly registered with the United States Securities and Exchange Commission. The District, by order, resolution or other appropriate action, reserves the right and authority to change any Registrar or to appoint additional Registrars, and upon any such change or appointment, the District covenants and agrees to promptly cause written notice thereof, specifying the name and address of such changed or additional Registrar, to be sent to each Holder of the Bonds by United States mail, first class, postage prepaid. SECTION 12.06: PAYING AGENT. The initial Paying Agent in respect of the Bonds shall be The Bank of New York Mellon Trust Company, N.A. with its principal corporate trust office and its principal payment office in Dallas, Texas. To the extent practicable, the District will maintain in the State of Texas, at least one (1) duly qualified and competent trust or banking Page 106 of 337 12-2 corporation or association organized and doing business under the laws of the United States of America, or of any State thereof, where the Bonds may be presented or surrendered for payment of principal. The District, by order, resolution or other appropriate action, reserves the right and authority to change any Paying Agent or to appoint additional Paying Agents, and upon any such change or appointment, the District covenants and agrees to promptly cause written notice thereof, specifying the name and address of such changed or additional Paying Agent, to be sent to each Holder of the Bonds by United States mail, first class, postage prepaid. SECTION 12.07: DISCHARGE BY DEPOSIT. The District may discharge its obligation to the Holders to pay the principal of and the interest on the Bonds and may defease the Bonds in accordance with the provisions of then applicable law, including, without limitation, V.T.C.A. Government Code §1207.001 et seq., as amended. SECTION 12.08: LEGAL HOLIDAYS. In any case when any Interest Payment Date, Maturity Date or Redemption Date for any Bond is not a Business Day, then payment by the Paying Agent of such principal, interest or redemption price need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date, Maturity Date or Redemption Date, and no further interest shall accrue beyond such scheduled date. SECTION 12.09: ESCHEAT LAWS. Notwithstanding any part or provision of the Bonds or this Order to the contrary, the powers, rights, duties, functions and responsibilities of the District, the Paying Agent, the Registrar, the Initial Purchaser, and the Holders shall at all times conform and be subject to the requirements, limitations, procedures and provisions of Title 6, Texas Property Code, as now and hereafter amended, and in case of any conflict or inconsistency therewith now existing or hereafter created, the provisions of such laws shall prevail and control, and the provisions of this Order and the Bonds shall be deemed to be supplemented or amended to conform thereto. SECTION 12.10: BENEFITS OF ORDER. Nothing in this Order or in the Bonds, expressed or implied, shall give or be construed to give any Person, other than the District; the Paying Agent; the Registrar; if applicable, the municipal bond insurance company; and the Holders, any legal or equitable right or claim under or in respect of this Order, or under any covenant, condition or provision herein contained, and all the covenants, conditions and provisions contained in this Order or in the Bonds shall be for the sole benefit of the District, the Paying Agent; the Registrar; if applicable, the municipal bond insurance company; and the Holders. SECTION 12.11: SEVERABILITY CLAUSE. If any word, phrase, clause, sentence, paragraph, section or other part of this Order, or the application thereof to any Person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Order and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Order to any other Persons or circumstances shall not be affected thereby. SECTION 12.12: ACCOUNTING. The District will keep proper records and accounts regarding the levy and collection of taxes, which records and accounts will be made Page 107 of 337 12-3 available to any Holder on reasonable request. Each year while any of the Bonds are outstanding, the District shall have an audit of its books and accounts performed by a certified public accountant or firm of certified public accountants, based on its Fiscal Year, and copies of such audits will be made available to any Holder upon request and upon payment by such Holder of the reasonable costs to the District of providing same. SECTION 12.13: NOTICE. Except as otherwise expressly provided herein, any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when deposited in the United States mail, first class postage prepaid, and addressed to the Person to be notified and, with respect to notice to any Holder shall be addressed to the latest address shown on the Register. SECTION 12.14: FURTHER PROCEEDINGS. The President, Vice President, Secretary and any Assistant Secretary of the Board of Directors and other appropriate officials of the District are hereby authorized and directed to do any and all things necessary and/or convenient to carry out the terms of this Order, including, without limitation, the execution of this Order and other documentation required in connection herewith and with the issuance of the Bonds. Further, the District's Bond Counsel and financial advisor shall be authorized to prepare written instructions to the Paying Agent, on behalf of the District, for the disbursement and/or deposit of Net Proceeds to pay expenses incident to the issuance of the Bonds. SECTION 12.15: AMENDMENT OF ORDER. The District may, without the consent of or notice to any Holder of the Bonds, amend, change or modify this Order as may be required (a) by the provisions hereof (including, without limitation, Article Eleven hereof); (b) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein; or (c) in connection with any other change which is not to the prejudice of the Holders of the Bonds. Except for such amendments, changes or modifications, the District shall not amend, change or modify this Order in any manner without the consent of the Holders of all the Bonds then outstanding in any manner, which would (a) extend the time or times of payment of the principal of and interest on the Bonds, or reduce the principal amount thereof or the rate or interest thereon or in any way modify the terms or sources of payment of the principal of or interest on the Bonds; (b) create any lien ranking prior to the lien of the Bonds; (c) give preference of any Bond over any other Bonds; or (d) extend any waiver of default to subsequent defaults. SECTION 12.16: ISSUANCE OF BONDS UNDER CERTAIN TERMS AND CONDITIONS. The Bonds shall be issued upon and subject to the further terms and conditions contained in the Prior Bond Orders, which shall apply with equal force to the Bonds as if set forth fully herein; provided, however, that where the provisions of the Prior Bond Orders are inconsistent or in conflict with the terms and provisions of this Order, the terms and provisions of this Order shall govern. (End of Article Twelve) Page 108 of 337 13-1 ARTICLE THIRTEEN SALE OF BONDS SECTION 13.01: SALE OF BONDS. Sale of the Bonds is hereby awarded to ____________________ (the "Initial Purchaser"), for the sum of $_________________, subject to the issuance of an approving opinion as to legality of the Initial Bonds of the Attorney General of Texas and of Bond Counsel for the District. It is hereby found and declared that the bid of the Initial Purchaser produces the lowest net effective interest rate to the District and is the best obtained for the Bonds pursuant to and after taking sealed, competitive public bids therefor, as required by law, and that the net effective interest rate resulting from said bid is _______% which is less than the maximum of ____% permitted by the District's Official Notice of Sale. It is hereby further found and declared that the terms of the sale of the Bonds are in the District's best interests. SECTION 13.02: NOTICE OF SALE. It is hereby affirmatively found and declared that notice of the time and place of this sale and the details concerning the sale of the Bonds was given by publishing an appropriate notice of sale: (a) at least one (1) time not less than ten (10) days before the date of sale in a newspaper of general circulation in the county in which the District is located; and (b) at least one (1) time in a recognized financial publication of general circulation in the State of Texas, as approved by the Attorney General of Texas. (End of Article Thirteen) Page 109 of 337 14-1 ARTICLE FOURTEEN OPEN MEETING AND EFFECTIVE DATE SECTION 14.01: OPEN MEETING. The Board of Directors officially finds, determines and declares that this Order was reviewed, considered and adopted at a meeting of the Board of Directors beginning at 2:00 p.m., College Station, Texas time on April 11, 2024, and that a sufficient written notice of the date, hour, place and subject of this meeting was posted at the District's administrative office and at a place readily accessible and convenient to the public within the District and was timely furnished to the County Clerk of Brazos County, Texas, for posting on a bulletin board located at a place convenient to the public in the Brazos County Courthouse and on said clerk's or said county's Internet website, for the time prescribed by law preceding this meeting, as required by Chapter 551, Texas Government Code, as amended, and Section 49.063 of the Texas Water Code, as amended, and that this meeting has been open to the public, as required by law, at all times during which this Order and the subject matter hereof has been discussed, considered and acted upon. The Board of Directors further ratifies, approves and confirms such written notice and the contents and posting thereof. SECTION 14.02: EFFECTIVE DATE OF ORDER. This Order shall take effect and be in full force and effect upon and after its passage. PASSED AND ADOPTED the 11th day of April, 2024. ____________________________________ President, Board of Directors Rock Prairie Management District No. 2 ATTEST: ____________________________________ Secretary, Board of Directors Rock Prairie Management District No. 2 (SEAL) (End of Article Fourteen) 706745 Page 110 of 337 A-1 EXHIBIT "A" (FORM OF INITIAL BOND) REGISTERED NUMBER REGISTERED AMOUNT IR- UNITED STATES OF AMERICA $________ STATE OF TEXAS COUNTY OF BRAZOS ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 UNLIMITED TAX ROAD BOND SERIES 2024 Interest Rate: Maturity Date: Initial Date: Delivery Date: CUSIP NO.: ______% September 1, ___ May 1, 2024 ___________, 2024 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, a conservation and reclamation district, a body politic and corporate and a governmental agency and political subdivision created under the Constitution and laws of the State of Texas, situated in Brazos County, Texas (the "District"), FOR VALUE RECEIVED hereby acknowledges itself indebted to and PROMISES TO PAY TO CEDE & CO. or registered assigns, on the due date specified above, the principal sum of _________ DOLLARS (or so much thereof as shall not have been paid or deemed to have been paid upon prior redemption), and to pay interest thereon from the later of the Delivery Date specified above or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months. Interest hereon is payable semiannually on March 1 and September 1 (individually, an "Interest Payment Date") of each year, commencing on March 1, 2025, until the maturity or redemption date of this Bond, as provided in the order of the Board of Directors of the District duly adopted on April 11, 2024 (the "Bond Order"), authorizing the issuance of this Bond, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding such Interest Payment Date (the "Record Date"). Principal of this Bond due at maturity or upon prior Page 111 of 337 A-2 redemption is payable in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon presentation and surrender of this Bond at the designated office of the agency selected by the District for such purpose (the "Paying Agent"). Except at maturity, interest on, or mandatory redemption payments, if any, in respect of, this Bond are payable by mailing of a check of the Paying Agent for such interest payable to, or upon written order of, the registered owner hereof at the address shown on the registry books maintained on behalf of the District by a trust or banking corporation or association selected by the District for such purpose (the "Registrar"), or by such other customary banking arrangements as may be acceptable to the Paying Agent and the registered owner hereof, at the risk and expense of the registered owner hereof. The initial Registrar and Paying Agent shall be The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas. THIS BOND IS ONE OF AN AUTHORIZED ISSUE OF BONDS, aggregating One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) (the "Bonds"), issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, by authority of an election held within and for the District on November 3, 2015, and pursuant to the Bond Order and under and in strict conformity with the Constitution and laws of the State of Texas. THE TRANSFER OF THIS BOND may be accomplished by due execution of the provisions for assignment hereon and is registerable at the designated office of the Registrar by the registered owner hereof, or by his or her duly authorized representative, but only in the manner and subject to the limitations provided in the Bond Order, and only upon surrender of this Bond. Upon any such registration of transfer, one or more exchange Bonds, in authorized denominations, for a like interest rate and aggregate principal amount, shall be authenticated by the Registrar and registered and delivered or sent by United States mail, first class, postage prepaid, to the transferee in exchange therefor. This Bond, with or without others of like form and series, may in like manner be exchanged for one or more registered bonds of other authorized denominations at the same interest rate and in the same aggregate principal amount. No service charge shall be made for any such transfer or exchange, but the District and/or the Registrar may impose a charge sufficient to defray any tax or governmental charge in connection therewith. THE BONDS ISSUED AS TERM BONDS and scheduled to mature on September 1, ____, ____ and ____, are subject to mandatory redemption, prior to said scheduled Maturity Dates, and shall be redeemed, by lot or by other customary method, on September 1 in each of the years and in the principal amounts set forth in the following table (subject to reductions of such principal amounts attributable to prior optional redemptions of such Term Bonds by the District, as provided in the Bond Order), plus accrued interest on said principal amounts: Page 112 of 337 A-3 Year of Redemption Principal Amount ____ $ ______ ____ (Maturity) $ ______ ____ $ ______ ____ (Maturity) $ ______ ____ $ ______ ____ $ ______ ____ $ ______ ____ (Maturity) $ ______ THE DISTRICT RESERVES THE RIGHT, AT ITS OPTION, TO REDEEM the Bonds of this issue maturing on or after September 1, 2031, in whole or, from time to time, in part, prior to their scheduled maturities, on September 1, 2030, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed, plus accrued interest on said principal amount to be redeemed to the date fixed for redemption. In the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000, or an integral multiple thereof, and only upon the delivery of one or more exchange Serial Bonds of the same interest rate and in aggregate principal amount equal to the unredeemed portion of the Serial Bond so redeemed in part. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District may determine and notify the Paying Agent of the reduction in the remaining mandatory redemption amount(s) of such Term Bond as result from such optional redemption. NOTICE OF REDEMPTION will be given by mailing same to the registered owners of the Bonds to be redeemed, in whole or in part, at least thirty (30) days prior to the date fixed for redemption. By the date fixed for redemption, due provision will have been made with the Paying Agent for payment of the principal amount of the Bonds so called for redemption, plus accrued interest thereon to the date fixed for redemption. When Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same, such Bonds, or the portions thereof so called for redemption, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the rights of the owners to collect interest which would otherwise accrue after the redemption date on the principal of the Bonds, or the portions thereof so called for redemption, will be terminated. NEITHER THE DISTRICT NOR THE REGISTRAR SHALL BE REQUIRED to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of, the mailing of any notice of redemption prior to maturity; nor shall the District or the Registrar be required to transfer or exchange any Bond so selected for redemption, in whole or in part, when such redemption is scheduled to occur within thirty (30) calendar days thereafter. Page 113 of 337 A-4 PRIOR TO DUE PRESENTATION OF THIS BOND FOR REGISTRATION OF TRANSFER, the District, the Paying Agent and the Registrar may deem and treat the registered owner hereof as the absolute owner of this Bond (whether or not this Bond shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment hereof, or on account hereof, and interest due hereon, and for all other purposes, and neither the District, the Paying Agent nor the Registrar shall be bound or affected by any notice to the contrary. THE DISTRICT HAS DESIGNATED THE BONDS AS "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b) of the Internal Revenue Code of 1986 in effect on the date of the issuance of the Bonds. THIS BOND, AND THE OTHER BONDS OF THE SERIES OF WHICH IT IS A PART, are payable from the proceeds of an ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Bond Order for a complete description of: the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the registered owners of the Bonds and of the District, the Paying Agent and the Registrar; the terms upon which the Bonds are, and are to be, registered and delivered; and any capitalized terms not otherwise defined herein. By acceptance of this Bond, the owner hereof expressly assents to all of the provisions of the Bond Order. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond, and the series of Bonds of which it is a part, is duly authorized by law; that all acts, conditions, and things required to exist and to be done precedent to and in the issuance of this Bond and said series of Bonds to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that due provision has been made for the payment of the interest on and the principal of this Bond and the series of Bonds of which it is a part by the levy of a direct, annual ad valorem tax upon all taxable property within the District sufficient for said purposes; and that the issuance of this Bond and said series of Bonds does not exceed any constitutional or statutory limitation. UNLESS AND UNTIL A CERTIFICATE OF REGISTRATION of the Comptroller of Public Accounts of the State of Texas has been manually executed hereon by such Comptroller (or a duly authorized deputy), as provided in the Bond Order, this Bond shall not be entitled to the benefit and security of the Bond Order nor be valid or obligatory for any purpose. IN WITNESS WHEREOF, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 has caused this Bond to be executed by the manual or facsimile signatures of the President and Secretary of its Board of Directors and its official seal to be impressed or placed in facsimile hereon. Page 114 of 337 A-5 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: ________________________________ President, Board of Directors ATTEST: By: ________________________________ Secretary, Board of Directors (SEAL) Page 115 of 337 A-6 STATEMENT OF INSURANCE [Copy to come] Page 116 of 337 A-7 OFFICE OF THE COMPTROLLER REGISTER NO. _________________ THE STATE OF TEXAS I HEREBY CERTIFY that there is on file and of record in my office an opinion of the Attorney General of the State of Texas to the effect that this Bond has been examined by said Attorney General as required by law, that said Attorney General finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and it is a valid and binding obligation of Rock Prairie Management District No. 2 and said Bond has this day been registered by me. WITNESS MY HAND AND SEAL OF OFFICE at Austin, Texas, ________________________________. ____________________________________ Comptroller of Public Accounts of the State of Texas Page 117 of 337 A-8 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee): ______________________________________________________________________________ ______________________________________________________________________________ (Social Security or other identifying number): ________________________________________ the within Bond and does hereby irrevocably constitute and appoint ___________________________________ as attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: _________________________ ___________________________________ Registered Owner The signature of the Registered Owner appearing on this Assignment is hereby verified as true and genuine and is guaranteed by: _____________________________________ (Bank, Trust Company, or Brokerage Firm) By:__________________________________ (Authorized Representative) NOTICE: The signature on this Assignment must correspond in every particular with the name of the Registered Owner as it appears on the face of the within Bond. Page 118 of 337 B-1 EXHIBIT "B" (FORM OF EXCHANGE BOND) REGISTERED NUMBER REGISTERED AMOUNT R- UNITED STATES OF AMERICA $________ STATE OF TEXAS COUNTY OF BRAZOS ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 UNLIMITED TAX ROAD BOND SERIES 2024 Interest Rate: Maturity Date: Initial Date: Delivery Date: CUSIP NO.: ______% September 1, ___ May 1, 2024 ___________, 2024 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, a conservation and reclamation district, a body politic and corporate and a governmental agency and political subdivision created under the Constitution and laws of the State of Texas, situated in Brazos County, Texas (the "District"), FOR VALUE RECEIVED hereby acknowledges itself indebted to and PROMISES TO PAY TO _______________________________________ or registered assigns, on the due date specified above, the principal sum of _________ DOLLARS (or so much thereof as shall not have been paid or deemed to have been paid upon prior redemption), and to pay interest thereon from the later of the Delivery Date specified above or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months. Interest hereon is payable semiannually on March 1 and September 1 (individually, an "Interest Payment Date") of each year, commencing on March 1, 2025, until the maturity or redemption date of this Bond, as provided in the order of the Board of Directors of the District duly adopted on April 11, 2024 (the "Bond Order"), authorizing the issuance of this Bond, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding such Interest Payment Date (the "Record Date"). Principal of this Bond due at maturity or upon prior Page 119 of 337 B-2 redemption is payable in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon presentation and surrender of this Bond at the designated office of the agency selected by the District for such purpose (the "Paying Agent"). Except at maturity, interest on, or mandatory redemption payments, if any, in respect of, this Bond are payable by mailing of a check of the Paying Agent for such interest payable to, or upon written order of, the registered owner hereof at the address shown on the registry books maintained on behalf of the District by a trust or banking corporation or association selected by the District for such purpose (the "Registrar"), or by such other customary banking arrangements as may be acceptable to the Paying Agent and the registered owner hereof, at the risk and expense of the registered owner hereof. The initial Registrar and Paying Agent shall be The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas. THIS BOND IS ONE OF AN AUTHORIZED ISSUE OF BONDS, aggregating One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) (the "Bonds"), issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, by authority of an election held within and for the District on November 3, 2015, and pursuant to the Bond Order and under and in strict conformity with the Constitution and laws of the State of Texas. THE TRANSFER OF THIS BOND may be accomplished by due execution of the provisions for assignment hereon and is registerable at the designated office of the Registrar by the registered owner hereof, or by his or her duly authorized representative, but only in the manner and subject to the limitations provided in the Bond Order, and only upon surrender of this Bond. Upon any such registration of transfer, one or more exchange Bonds, in authorized denominations, for a like interest rate and aggregate principal amount, shall be authenticated by the Registrar and registered and delivered or sent by United States mail, first class, postage prepaid, to the transferee in exchange therefor. This Bond, with or without others of like form and series, may in like manner be exchanged for one or more registered bonds of other authorized denominations at the same interest rate and in the same aggregate principal amount. No service charge shall be made for any such transfer or exchange, but the District and/or the Registrar may impose a charge sufficient to defray any tax or governmental charge in connection therewith. THE BONDS ISSUED AS TERM BONDS and scheduled to mature on September 1, ____, ____ and ____, are subject to mandatory redemption, prior to said scheduled Maturity Dates, and shall be redeemed, by lot or by other customary method, on September 1 in each of the years and in the principal amounts set forth in the following table (subject to reductions of such principal amounts attributable to prior optional redemptions of such Term Bonds by the District, as provided in the Bond Order), plus accrued interest on said principal amounts: Page 120 of 337 B-3 Year of Redemption Principal Amount ____ $ ______ ____ (Maturity) $ ______ ____ $ ______ ____ (Maturity) $ ______ ____ $ ______ ____ $ ______ ____ $ ______ ____ (Maturity) $ ______ THE DISTRICT RESERVES THE RIGHT, AT ITS OPTION, TO REDEEM the Bonds of this issue maturing on or after September 1, 2031, in whole or, from time to time, in part, prior to their scheduled maturities, on September 1, 2030, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed, plus accrued interest on said principal amount to be redeemed to the date fixed for redemption. In the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000, or an integral multiple thereof, and only upon the delivery of one or more exchange Serial Bonds of the same interest rate and in aggregate principal amount equal to the unredeemed portion of the Serial Bond so redeemed in part. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District may determine and notify the Paying Agent of the reduction in the remaining mandatory redemption amount(s) of such Term Bond as result from such optional redemption. NOTICE OF REDEMPTION will be given by mailing same to the registered owners of the Bonds to be redeemed, in whole or in part, at least thirty (30) days prior to the date fixed for redemption. By the date fixed for redemption, due provision will have been made with the Paying Agent for payment of the principal amount of the Bonds so called for redemption, plus accrued interest thereon to the date fixed for redemption. When Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same, such Bonds, or the portions thereof so called for redemption, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the rights of the owners to collect interest which would otherwise accrue after the redemption date on the principal of the Bonds, or the portions thereof so called for redemption, will be terminated. NEITHER THE DISTRICT NOR THE REGISTRAR SHALL BE REQUIRED to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of, the mailing of any notice of redemption prior to maturity; nor shall the District or the Registrar be required to transfer or exchange any Bond so selected for redemption, in whole or in part, when such redemption is scheduled to occur within thirty (30) calendar days thereafter. Page 121 of 337 B-4 PRIOR TO DUE PRESENTATION OF THIS BOND FOR REGISTRATION OF TRANSFER, the District, the Paying Agent and the Registrar may deem and treat the registered owner hereof as the absolute owner of this Bond (whether or not this Bond shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment hereof, or on account hereof, and interest due hereon, and for all other purposes, and neither the District, the Paying Agent nor the Registrar shall be bound or affected by any notice to the contrary. THE DISTRICT HAS DESIGNATED THE BONDS AS "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b) of the Internal Revenue Code of 1986 in effect on the date of the issuance of the Bonds. THIS BOND, AND THE OTHER BONDS OF THE SERIES OF WHICH IT IS A PART, are payable from the proceeds of an ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Bond Order for a complete description of: the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the registered owners of the Bonds and of the District, the Paying Agent and the Registrar; the terms upon which the Bonds are, and are to be, registered and delivered; and any capitalized terms not otherwise defined herein. By acceptance of this Bond, the owner hereof expressly assents to all of the provisions of the Bond Order. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond, and the series of Bonds of which it is a part, is duly authorized by law; that all acts, conditions, and things required to exist and to be done precedent to and in the issuance of this Bond and said series of Bonds to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that due provision has been made for the payment of the interest on and the principal of this Bond and the series of Bonds of which it is a part by the levy of a direct, annual ad valorem tax upon all taxable property within the District sufficient for said purposes; and that the issuance of this Bond and said series of Bonds does not exceed any constitutional or statutory limitation. UNLESS AND UNTIL A CERTIFICATE OF REGISTRATION of the Registrar has been manually executed by an authorized representative of the Registrar, as provided in the Bond Order, this Bond shall not be entitled to the benefit and security of the Bond Order nor be valid or obligatory for any purpose. IN WITNESS WHEREOF, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 has caused this Bond to be executed by the manual or facsimile signatures of the President and Secretary of its Board of Directors and its official seal to be impressed or placed in facsimile hereon. Page 122 of 337 B-5 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: ________________________________ President, Board of Directors ATTEST: By: ________________________________ Secretary, Board of Directors (SEAL) Page 123 of 337 B-6 STATEMENT OF INSURANCE [Copy to come] Page 124 of 337 B-7 CERTIFICATE OF REGISTRAR This is to certify that this Bond is one of the Bonds issued under the provisions of the within-mentioned Bond Order, and it is hereby further certified that this Bond has been authorized and delivered in conversion and exchange for, or in replacement of, a Bond, Bonds or portions thereof (or one or more prior conversion, exchange or replacement Bonds) originally issued by Rock Prairie Management District No. 2, approved by the Attorney General of Texas, and initially registered by the Comptroller of Public Accounts of the State of Texas. ______________________________ ___________________, Registrar Dated:____________________ By: ________________________________ Authorized Signatory Page 125 of 337 B-8 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee): ______________________________________________________________________________ ______________________________________________________________________________ (Social Security or other identifying number): ______________ the within Bond and does hereby irrevocably constitute and appoint ____________________________________ as attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: _________________________ ___________________________________ Registered Owner The signature of the Registered Owner appearing on this Assignment is hereby verified as true and genuine and is guaranteed by: _____________________________________ (Bank, Trust Company, or Brokerage Firm) By:__________________________________ (Authorized Representative) NOTICE: The signature on this Assignment must correspond in every particular with the name of the Registered Owner as it appears on the face of the within Bond. [The legal opinion of Bond Counsel shall also be attached to the Exchange Bonds.] Page 126 of 337 EXHIBIT "C" CONTINUING DISCLOSURE The information to be updated includes all quantitative financial information and operating data with respect to the District of the general type included in the Official Statement under "APPENDIX A". Any financial statements of the District will be prepared in accordance with generally accepted accounting principles for local government units as prescribed by the Governmental Accounting Standards Board or such other accounting principles as the District may be required to employ from time to time pursuant to State law or regulation. Page 127 of 337 Proj% of NextProjected Debt Beginning Tax Interest Total Outstanding Total Ending Year'sTax Assessed Tax Cldr Fund Collections Capitalized Income Funds Debt Debt Fund DebtYear Valuation Rate Year Balance 97.0% Interest2.5%Available Service Principal Interest Total Service Balance Service(a) (b) (c)2023 129,122,850 0.320 2024 250,669 400,797 80,000 6,267 737,733 404,506 - 404,506 333,227 61.99%2024 165,642,780 0.320 2025 333,227 514,155 8,331 855,712 430,913 - 106,667 106,667 537,579 318,133 58.66%2025 165,642,780 0.320 2026 318,133 514,155 832,289 422,333 40,000 80,000 120,000 542,333 289,956 53.04%2026 165,642,780 0.320 2027 289,956 514,155 804,111 423,688 45,000 78,000 123,000 546,688 257,424 47.63%2027 165,642,780 0.320 2028 257,424 514,155 771,579 419,738 45,000 75,750 120,750 540,488 231,091 43.29%2028 165,642,780 0.320 2029 231,091 514,155 745,247 415,368 45,000 73,500 118,500 533,868 211,379 39.24%2029 165,642,780 0.320 2030 211,379 514,155 725,534 417,453 50,000 71,250 121,250 538,703 186,832 35.07%2030 165,642,780 0.320 2031 186,832 514,155 700,987 413,943 50,000 68,750 118,750 532,693 168,294 31.97%2031 165,642,780 0.320 2032 168,294 514,155 682,450 410,138 50,000 66,250 116,250 526,388 156,062 29.39%2032 165,642,780 0.320 2033 156,062 514,155 670,217 412,238 55,000 63,750 118,750 530,988 139,230 26.77%2033 165,642,780 0.320 2034 139,230 514,155 653,385 404,013 55,000 61,000 116,000 520,013 133,373 25.70%2034 165,642,780 0.320 2035 133,373 514,155 647,528 405,688 55,000 58,250 113,250 518,938 128,590 25.09%2035 165,642,780 0.320 2036 128,590 514,155 642,745 397,100 60,000 55,500 115,500 512,600 130,145 25.73%2036 165,642,780 0.320 2037 130,145 514,155 644,301 393,256 60,000 52,500 112,500 505,756 138,544 28.06%2037 165,642,780 0.320 2038 138,544 514,155 652,700 384,281 60,000 49,500 109,500 493,781 158,918 31.99%2038 165,642,780 0.320 2039 158,918 514,155 673,073 385,306 65,000 46,500 111,500 496,806 176,267 36.03%2039 165,642,780 0.320 2040 176,267 514,155 690,422 381,000 65,000 43,250 108,250 489,250 201,172 40.93%2040 165,642,780 0.320 2041 201,172 514,155 715,328 381,563 70,000 40,000 110,000 491,563 223,765 46.33%2041 165,642,780 0.320 2042 223,765 514,155 737,920 376,494 70,000 36,500 106,500 482,994 254,927 53.19%2042 165,642,780 0.320 2043 254,927 514,155 769,082 371,288 75,000 33,000 108,000 479,288 289,794 60.35%2043 165,642,780 0.320 2044 289,794 514,155 803,949 375,944 75,000 29,250 104,250 480,194 323,756 68.10%2044 165,642,780 0.320 2045 323,756 514,155 837,911 369,944 80,000 25,500 105,500 475,444 362,467 75.47%2045 165,642,780 0.320 2046 362,467 514,155 876,622 378,806 80,000 21,500 101,500 480,306 396,316 83.59%2046 165,642,780 0.320 2047 396,316 514,155 910,471 371,600 85,000 17,500 102,500 474,100 436,371 93.36%2047 165,642,780 0.320 2048 436,371 514,155 950,526 369,138 85,000 13,250 98,250 467,388 483,139 104.96%2048 165,642,780 0.320 2049 483,139 514,155 997,294 361,313 90,000 9,000 99,000 460,313 536,982 118.58%2049 165,642,780 0.320 2050 536,982 514,155 1,051,137 358,338 90,000 4,500 94,500 452,838 598,299 Total80,000 14,597 10,635,383 1,600,000 1,280,417 2,880,417 13,515,799 (a) Debt service fund balance as of 9/14/23(b) Represents one year of capitalized interest on the Bonds(c) Assumes an interest rate on the Bonds of 5.00%(d) 2023 certified value; 12/15/23 estimate of valueThe BondsNO GROWTH CASH FLOW ANALYSISRock Prairie Management District No. 2Bond Issue No. 4 (Roads)Prepared on 2/22/2024 11:29 AM awmPage 128 of 337 This OFFICIAL NOTICE OF SALE does not alone constitute an invitation for bids on the Bonds but is merely notice of sale of the Bonds described herein. The invitation for bids is being made by means of this OFFICIAL NOTICE OF SALE, the PRELIMINARY OFFICIAL STATEMENT and the OFFICIAL BID FORM attached hereto. Information contained in this OFFICIAL NOTICE OF SALE is qualified in its entirety by the detailed information contained in the PRELIMINARY OFFICIAL STATEMENT. OFFICIAL NOTICE OF SALE $1,600,000 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, (A political subdivision of the State of Texas located within Brazos County) UNLIMITED TAX ROAD BONDS SERIES 2024 Bids Due: Thursday, April 11, 2024, at 9:45 A.M., Houston Time in Houston, Texas Bid Award: Thursday, April 11, 2024, at 2:00 P.M., Houston Time, in College Station, Texas BOOK-ENTRY-ONLY THE SALE Bonds Offered for Sale by Competitive Bidding: The Board of Directors (the “Board”) of Rock Prairie Management District No. 2 (the “District”) is inviting competitive bids for the purchase of its $1,600,000 Unlimited Tax Road Bonds, Series 2024 (the “Bonds”). Bidders may submit bids for the Bonds by any of the following methods: (1) Deliver bids directly to the District as described below in “Sealed Bids Delivered to the District;” (2) Submit bids electronically as described below in “Electronic Bidding Procedures;” or (3) Submit bids by telephone as described below in “Bids by Telephone.” Place and Time of Bid Opening: Masterson Advisors LLC, on behalf of the District will open and publicly read bids for the purchase of the Bonds at Masterson Advisors LLC, 3 Greenway Plaza, Suite 1100, Houston, Texas 77046, at 9:45 A.M., Houston Time, Thursday, April 11, 2024. Any bid received after the scheduled time for bid opening will not be accepted by the Board and will be returned unopened. Sealed Bids Delivered to the District: Sealed bids, plainly marked “Bid for Bonds” should be addressed to “President and Board of Directors, Rock Prairie Management District No. 2, of Brazos County, Texas,” ℅ Masterson Advisors LLC, 3 Greenway Plaza, Suite 1100, Houston, Texas 77046 and delivered prior to 9:45 A.M., Houston Time, Thursday, April 11, 2024. All bids must be submitted in duplicate on the OFFICIAL BID FORM, without alteration or interlineation. Electronic Bidding Procedures: Any prospective bidder that intends to submit an electronic bid must submit its electronic bid through the facilities of PARITY by 9:45 A.M., Houston Time, Thursday, April 11, 2024. Bidders must submit by e- mail (anthea.moran@mastersonadvisors.com / (713) 814-0552), prior to 9:00 A.M., Houston Time, Thursday, April 11, 2024, a signed OFFICIAL BID FORM to Ms. Anthea Moran, Masterson Advisors LLC, 3 Greenway Plaza, Suite 1100, Houston, Texas 77046. A signed OFFICIAL BID FORM received after 9:45 A.M., Houston Time will result in the electronic bid not being accepted by the Board. Subscription to i-Deal LLC’s BIDCOMP Competitive Bidding System is required in order to submit an electronic bid. The District will neither confirm any subscription nor be responsible for the failure of any prospective bidder to subscribe. An electronic bid made through the facilities of PARITY shall be deemed an irrevocable offer to purchase the Bonds on the terms provided in this OFFICIAL NOTICE OF SALE and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the District. The District shall not be responsible for any malfunction or mistake made by, or as a result of the use of the facilities of, PARITY, the use of such facilities being the sole risk of the prospective bidder. If any provision of this OFFICIAL NOTICE OF SALE shall conflict with information provided by PARITY as the approved provider of electronic bidding services, this OFFICIAL NOTICE OF SALE shall control. Further information about PARITY, including any fee charged, may be obtained from PARITY Customer Support, 40 West 23rd Street, 5th Floor, New York, New York 10010, telephone: 212-404-8102. For purposes of both the written sealed bid process and the electronic bidding process, the time as maintained by PARITY shall constitute the official time. For information purposes only, bidders are requested to state in their electronic bids the net interest cost to the District, as described under “CONDITIONS OF THE SALE—Basis of Award” below. All electronic bids shall be deemed to incorporate the provisions of this OFFICIAL NOTICE OF SALE and the OFFICIAL BID FORM. Bids by Telephone: Bidders must submit by e-mail or facsimile (anthea.moran@mastersonadvisors.com / (713) 814-0552) a signed original OFFICIAL BID FORM to Ms. Anthea Moran, Masterson Advisors LLC, 3 Greenway Plaza, Suite 1100, Houston, Texas 77046, prior to 9:00 A.M., Houston Time, Thursday, April 11, 2024. Bidders that have provided a signed bid form will be contacted by a representative of Masterson Advisors LLC between 9:10 A.M. and 9:40 A.M., Houston Time, on the date of the sale. Questions about this procedure should be addressed to Ms. Moran at (713) 814-0552. Page 129 of 337 ii Masterson Advisors LLC will not be responsible for the submission of any bids tendered by telephone before the deadline for filing but received by the Board after the filing deadline nor does Masterson Advisors LLC assume any responsibility or liability with respect to any irregularities or errors associated with the submission of bids if the above-described telephone options are exercised. The District will not accept bids submitted by facsimile. Award of the Bonds: The District will take action to award the Bonds or reject all bids at a meeting scheduled to convene at 2:00 P.M., Houston time, on the date of the bid opening at 4121 State Highway 6 South, College Station, Texas 77845. Upon awarding the Bonds to the winning bidder (the “Underwriter”), the Board will adopt an order authorizing the issuance of the Bonds (the “Bond Order”). Sale of the Bonds will be made subject to the terms, conditions and provisions of the Bond Order, to which Bond Order reference is hereby made for all purposes and subject to compliance with Texas Government Code § 2252.908 as more fully described below. The District reserves the right to reject any and all bids and to waive any irregularities, except the time of filing. THE BONDS Description of the Bonds: Principal of the Bonds is payable at maturity or earlier redemption. Interest on the Bonds will accrue from the Date of Delivery (as defined herein) and will be payable on each September 1 and March 1, commencing March 1, 2025, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Bonds will be initially registered in the name of and delivered only to Cede & Co., the nominee of The Depository Trust Company (“DTC”), pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the Beneficial Owners of the Bonds. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Co., N.A., in Dallas, Texas. See the PRELIMINARY OFFICIAL STATEMENT for a more complete description of the Bonds. The Bonds will mature serially on September 1 in the years and amounts as follows: Book-Entry-Only: The Bonds will be registered and delivered only in the name of Cede & Co., as nominee for the Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Beneficial Owners of the Bonds will not receive physical certificates representing the Bonds but will receive a credit balance on the books of the nominees of such Beneficial Owners. So long as Cede & Co. is the registered owner of the Bonds, the principal of and interest on the Bonds will be paid by the paying agent/registrar, initially The Bank of New York Mellon Trust Company, N.A. in Dallas, Texas (the “Paying Agent/Registrar”), directly to DTC, which will, in turn, remit such principal and interest to its participants for subsequent disbursement to the Beneficial Owners of the Bonds as described in the PRELIMINARY OFFICIAL STATEMENT. See “BOOK-ENTRY-ONLY SYSTEM” in the PRELIMINARY OFFICIAL STATEMENT. Redemption Provisions: The Bonds maturing on or after September 1, 2031, are subject to redemption prior to maturity, at the option of the District, as a whole or, from time to time, in part, on September 1, 2030, or on any date thereafter, at a price of par plus unpaid accrued interest from the most recent interest payment date to the date fixed for redemption. If fewer than all of the Bonds are redeemed, the particular maturity or maturities and amounts to be redeemed shall be determined by the District. If fewer than all of the Bonds of the same maturity are to be redeemed, the particular Bonds within each such maturity to be redeemed shall be selected by DTC in accordance with its procedures. Mandatory Sinking Fund Redemption: If the successful bidder designates principal amounts to be combined into one or more term bonds, each such term bond shall be subject to mandatory sinking fund redemption commencing on September 1 of the first year which has been combined to form such term bond and continuing on September 1 in each year thereafter until the stated maturity date of that term bond. The amount redeemed in any year shall be equal to the principal amount for such year set forth on the cover page of the PRELIMINARY OFFICIAL STATEMENT under the captioned “Maturity Schedule.” Term bonds to be redeemed in any year by mandatory sinking fund redemption shall be redeemed at a price of par plus unpaid accrued interest from the most recent interest payment date to the date of redemption. The term bonds to be redeemed shall be selected by DTC in accordance with its procedures. The principal amount of term bonds to be mandatorily redeemed is subject to reduction by the amount of any prior optional redemption. YEAR PRINCIPA L YEAR PRINCIPA L YEAR PRINCIPA L DUE AMOUNT DUE AMOUNT DUE AMOUNT 2026 40,000$ 2035 55,000$ 2044 75,000$ 2027 45,000 2036 60,000 2045 80,000 2028 45,000 2037 60,000 2046 80,000 2029 45,000 2038 60,000 2047 85,000 2030 50,000 2039 65,000 2048 85,000 2031 50,000 2040 65,000 2049 90,000 2032 50,000 2041 70,000 2050 90,000 2033 55,000 2042 70,000 2034 55,000 2043 75,000 Page 130 of 337 iii Source of Payment: The Bonds will constitute valid and binding obligations of the District, payable as to principal and interest from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property located within the District, as further described in the PRELIMINARY OFFICIAL STATEMENT. The Bonds are obligations solely of the District and are not obligations of Brazos County, the City of College Station, the State of Texas, or any entity other than the District. CONDITIONS OF THE SALE Types of Bids and Interest Rates: The Bonds will be sold in one block, all or none, and no bid of less than 97% of the principal amount thereof will be considered. Bidders are to name the rate or rates of interest to be borne by the Bonds, provided that each interest rate bid must be in a multiple of 1/8 of 1% or 1/20 of 1%. No bid which results in a net effective interest rate as defined by Chapter 1204, Texas Government Code, as amended, in excess of % will be considered. Subject to the conditions below, no limitation will be imposed upon bidders as to the number of interest rates which may be used, but each rate of interest for the period 2033 (base year) through 2050, cannot be less than the rate of interest specified for any earlier maturity during the period 2033 through 2050 and the highest interest rate bid may not exceed the lowest interest rate bid by more than 2.5% in rate. No bid that generates a cash premium greater than $5,000 will be considered. All Bonds maturing within a single year must bear the same rate of interest, and no bids for the Bonds involving supplemental interest rates will be considered. Each bidder shall state in its bid the total and net interest cost in dollars and the net effective interest rate determined thereby, which shall be considered informative only and not as a part of the bid. Basis of Award: For the purpose of awarding the sale of the Bonds, the interest cost of each bid will be computed by determining, at the interest rate or rates specified therein, the total dollar value of all interest on the Bonds from the date thereof to their respective maturities and adding thereto the dollar amount of the discount bid, if any, or subtracting therefrom the dollar amount of the premium bid, if any. Subject to the District’s right to reject any or all bids, the Bonds will be awarded to the bidder whose bid, under the above computation, produces the lowest net interest cost to the District. Good Faith Deposit: Each bid must be accompanied by a bank cashier’s check payable to the order of “Rock Prairie Management District No. 2” in the amount of $32,000, which represents two percent (2%) of the principal amount of the Bonds. Only bank cashier checks will be accepted; no “Official Bank Checks” will be accepted. The check will be considered as a Good Faith Deposit, and the check of the Underwriter will be retained uncashed by the District until the Bonds are delivered. In the event the Underwriter should fail or refuse to accept delivery of and pay for the Bonds in accordance with its bid, or if it is determined that after the acceptance of its bid by the District that the Underwriter was found not to satisfy the requirements described below regarding the filing of a standing letter with the Office of the Attorney General of Texas, and as a result, the Attorney General of Texas will not deliver its approving opinion of the Bonds, then the Good Faith Deposit shall be cashed, and the proceeds accepted by the District as full and complete liquidated damages against the Underwriter. The Good Faith Deposit may accompany the OFFICIAL BID FORM, or it may be submitted separately. If submitted separately, it shall be made available to the District prior to the opening of the bids and shall be accompanied by instructions from the bank on which it is drawn to authorize its use as a Good Faith Deposit by the bidder, who shall be named in such instructions. Upon payment for and delivery of the Bonds, the Good Faith Deposit will be returned uncashed. No interest will be paid on the Good Faith Deposit. The checks accompanying bids other than the winning bid will be returned immediately after the bids are opened and an award of the Bonds has been made. Bidders are further advised that that the award of the Bonds is conditioned upon compliance by the bidder, each syndicate member listed on the Official Bid Form, and the provider of municipal bond insurance for the Bonds, if any and if required, with any rules and requirements of the Office of the Attorney General of Texas related to the filing of standing letters supporting the verifications and certifications herein, and that compliance with such rules and requirements has been confirmed by the District, either by its receipt of a copy of any required standing letters with the Official Bid Form prior to the time prescribed for award of the Bonds or such other means as is reasonably determined by the District. A form of standing letter may be obtained through the website of the Office of the Attorney General of Texas at https://www.texasattorneygeneral.gov/sites/default/files/files/divisions/public- finance/ABC%20Letter%20September%2022%202021%20-%20Standing%20Letter%20Requirement.pdf. In submitting a bid, bidder represents to the District that it and each syndicate member listed on the Official Bid Form, if any, (i) has filed a standing letter with the Attorney General of Texas and the Municipal Advisory Council of Texas that conforms to the requirements of the Office of the Attorney General of Texas, (ii) has no reason to believe that the District may not be entitled to rely on such standing letters, and (iii) neither bidder, any syndicate member listed on the Official Bid Form, nor any parent company, subsidiaries, or affiliates of the same, have received a letter from the Texas Comptroller of Public Accounts related to its inclusion on any list of financial companies boycotting energy companies. Bidder agrees that it will not rescind its standing letter at any time before the delivery of the Bonds unless same is immediately replaced with a standing letter that meets the requirements of the Office of the Attorney General. The District reserves the right, in its sole discretion, to reject any bid from a bidder that does not have such standing letter on file as of the deadline for bids for the Bonds. By submitting a bid, each bidder agrees, should it be the winning bidder, to cooperate with the District and take any action necessary to further verify and confirm compliance with state law by the bidder and each syndicate member listed on the Official Bid Form. Page 131 of 337 iv Provision of Texas Ethics Commission Form 1295 (“TEC Form 1295”) by Bidders: Pursuant to Texas Government Code § 2252.908 (the “Interested Party Disclosure Act” or the “Act”), the District may not award the Bonds to a bidder that is a privately held entity unless the bidder, and each privately held syndicate member listed on the Official Bid Form, have provided to the District (c/o Masterson Advisors LLC, 3 Greenway Plaza, Suite 1100, Houston, Texas 77046; Attn: Anthea Moran, anthea.moran@mastersonadvisors.com) a completed and signed TEC Form 1295 which has been assigned a certificate number by the Texas Ethics Commission (the “TEC”). Pursuant to the rules prescribed by the TEC, the TEC Form 1295 must be completed online through the TEC's website, assigned a certificate number, printed, signed, and provided to the District. The TEC Form 1295 may accompany the Official Bid Form or may be submitted separately but must be provided to the District prior to the time prescribed for the award of the Bonds. The TEC Form 1295 may be provided to the District via facsimile or electronically, however, the original signed TEC Form 1295 complete with certificate number must be physically delivered to the District (c/o Schwartz, Page & Harding, L.L.P., 1300 Post Oak Boulevard, Suite 2400, Houston, Texas, 77056) within two business days of the award. Following the award of the Bonds, the District will notify the TEC of the receipt of each completed TEC Form 1295. The District reserves the right to reject any bid that does not comply with the requirements prescribed herein or to waive any such requirements. For purposes of completing the TEC Form 1295, the entity's name is Rock Prairie Management District No. 2, and the contract ID number is RPMD2-S2024-B. Neither the District nor its consultants have the ability to verify the information included in a TEC Form 1295, and neither have an obligation nor undertake responsibility for advising any bidder with respect to the proper completion of the TEC Form 1295. Consequently, an entity intending to bid on the Bonds should consult its own advisors to the extent it deems necessary and be prepared to submit the completed form promptly upon notification from the District that its bid is the apparent winning bid. Compliance with Laws Prohibiting Contracts with Certain Parties: The District will not award the Bonds to a bidder unless the bidder verifies on behalf of itself and each syndicate member listed on the Official Bid Form that, at the time of execution and delivery of the bid and through the term of the contract, being through the end of the underwriting period as defined by United States Securities and Exchange Commission Rule 15c2-12: (1) neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, boycotts or will boycott Israel, (2) neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, boycotts or will boycott energy companies, and (3) neither the bidder nor a syndicate member listed on the Official Bid Form, including any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, (a) has or will have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, or (b) will discriminate against a firearm entity or firearm trade association. Additionally, the District will not award the Bonds to a bidder unless the bidder certifies that, at the time of execution and delivery of this bid, neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. Bidder is advised that the foregoing representations, verifications, and certifications shall be made such that liability for breach of such representations, verifications, and certifications during the term of the bid form shall survive termination of the bid form until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of the bid form, notwithstanding anything therein to the contrary. The terms (1) “boycotts Israel” and “boycott Israel” as used herein have the meanings assigned to the term “boycott Israel” in Section 808.001 of the Texas Government Code, as amended, (2) “boycotts energy companies” and “boycott energy companies” as used herein have the meanings assigned to the term “boycott energy company” in Sections 809.001 and 2276.001 of the Texas Government Code, each as amended, and (3) “discriminates against a firearm entity or firearm trade association” as used herein has the meaning assigned to the term “discriminate against a firearm entity or firearm trade association” in Section 2274.001(3) of the Texas Government Code, as amended. As used herein, the term “affiliate” shall mean an entity that controls, is controlled by, or is under common control with the bidder or each syndicate member listed on the Official Bid Form, as applicable, within the meaning of SEC Rules 405, 17 C.F.R. § 230.405, and exists to make a profit. Compliance with the Texas Public Information Act: The District will not award the Bonds to a bidder unless the bidder agrees to maintain all records in accordance with the requirements of the Texas Public Information Act, including Subchapter J thereof relating to contracting information as defined therein, and the District's rules, regulations, policies, and retention schedules adopted thereunder with respect to any records to which said Act applies. Page 132 of 337 v DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS Delivery: The Bonds will initially be delivered as one Bond for each maturity. Delivery will be at the corporate trust office of the Paying Agent/Registrar in Dallas, Texas. Payment for the Bonds must be made in immediately available funds for unconditional credit to the District, or as otherwise directed by the District. The Underwriter will be given at least three (3) business days’ notice of the time fixed for delivery of the Bonds. It is anticipated that initial delivery can be made on or about May 16, 2024 (the “Date of Delivery”), and it is understood and agreed that the Underwriter will accept delivery of and make payment for the Bonds by 10:00 A.M., Houston Time on the Date of Delivery, or thereafter on the date the Bonds are tendered for delivery, up to and including June 13, 2024. If for any reason the District is unable to make delivery on or before June 13, 2024, then the District shall immediately contact the Underwriter and offer to allow the Underwriter to extend its offer for an additional thirty (30) days. If the Underwriter does not elect to extend its offer within three (3) business days thereafter, then its Good Faith Deposit will be returned, and both the District and the Underwriter shall be relieved of any further obligation. DTC Definitive Bonds: After delivery, the Bonds will be issued in book-entry-only form. Cede & Co. is the nominee for DTC. All references herein to the Registered Owners of the Bonds shall mean Cede & Co. and not the Beneficial Owners of the Bonds. Purchase of beneficial interests in the Bonds will be made in book-entry-only form (without registered Bonds) in the denomination of $5,000 principal amount or any integral multiple thereof. Under certain limited circumstances described herein, the District may determine to forego immobilization of the Bonds at DTC, or another securities depository, in which case, such beneficial interests would become exchangeable for one or more fully registered Bonds of like principal amount for the Bonds. See “BOOK-ENTRY-ONLY SYSTEM” in the PRELIMINARY OFFICIAL STATEMENT. CUSIP Numbers: It is anticipated that CUSIP identification numbers will be printed on the initial Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this OFFICIAL NOTICE OF SALE. CUSIP identification numbers will be made available to the Underwriter at the time the Bonds are awarded or as soon thereafter as practicable. The CUSIP Service Bureau charge for the assignment of the numbers shall be the responsibility of and shall be paid by the Underwriter. Conditions to Delivery: The obligation to take up and pay for the Bonds is subject to the following conditions: the issuance of the approving opinion of the Attorney General of Texas, the Underwriter’s receipt of the Initial Bonds, the Underwriter’s receipt of the legal opinion of Bond Counsel and the no-litigation certificate, all as described below, and no material adverse change in the condition of the District. Legal Opinions: The District will furnish to the Underwriter a transcript of certain certified proceedings incident to the issuance and authorization of the Bonds, including a certified copy of the approving legal opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect that the Attorney General has examined a transcript of proceedings authorizing the issuance of the Bonds, and that based upon such examination, the Bonds are valid and binding obligations of the District payable from the proceeds of an annual ad valorem tax, levied without legal limitation as to rate or amount upon all taxable property in the District. The District will also furnish the approving legal opinion of Schwartz, Page & Harding, L.L.P., Bond Counsel, Houston, Texas, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding obligations of the District under the Constitution and laws of the State of Texas, except to the extent that enforcement of the rights and remedies of the Registered Owners of the Bonds may be limited by laws relating to bankruptcy, reorganization, or other similar laws of general application affecting the rights of creditors of political subdivisions such as the District. The legal opinion of Bond Counsel will further state that the Bonds are payable, both as to principal and interest, from the levy of ad valorem taxes without legal limitation as to rate or amount, upon all taxable property within the District, and that the interest on the Bonds is excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date of such opinion assuming compliance by the District with certain covenants relating to the use and investment of the proceeds of the Bonds. See “LEGAL MATTERS” in the PRELIMINARY OFFICIAL STATEMENT. Such opinions express no opinion with respect to the sufficiency of the security for or marketability of the Bonds. Qualified Tax-Exempt Obligations: Section 265 of the Internal Revenue Code of 1986, as amended (the “Code”) provides, in general, that interest expense incurred to acquire or carry tax-exempt obligations is not deductible from the gross income of the owner of the Bonds. For certain owners that are “financial institutions” within the meaning of such section, complete disallowance of such expense would apply to taxable years beginning after December 31, 1986, with respect to tax-exempt obligations acquired after August 7, 1986. Section 265(b) of the Code provides an exception to this rule for interest expense incurred by financial institutions to carry tax-exempt obligations (other than specified private activity bonds) which are designated by an issuer as “qualified tax-exempt obligations.” An issuer may only designate an issue as an issue of “qualified tax-exempt obligations” where less than $10 million of tax-exempt obligations are issued by the issuer during the calendar year in which the issue so designated is issued. The District has designated the Bonds as “qualified tax-exempt obligations.” Furthermore, the District has represented that it has or will take such action as is necessary for the Bonds to constitute “qualified tax-exempt obligations.” Notwithstanding the designation of the Bonds as “qualified tax-exempt obligations,” financial institutions acquiring the Bonds will be subject to a 20% disallowance of interest expense allocable to the Bonds. Page 133 of 337 vi Establishing the Issue Price of the Bonds: In order to provide the District with information that enables it to comply with certain conditions of the Code, relating to the exclusion of interest on the Bonds from the gross income of their owners, the winning bidder will be required to complete, execute, and deliver to the District or to the District's municipal advisor, Masterson Advisors LLC (the “Financial Advisor”), at least five (5) business days prior to the Date of Delivery of the Bonds, a certification as to the “issue price” of the Bonds (the “Issue Price Certificate”), substantially in the form attached hereto or accompanying this Notice of Sale. In the event the winning bidder will not reoffer any maturity of the Bonds for sale to the Public (as defined herein) by the Date of Delivery of the Bonds, the Issue Price Certificate may be modified in a manner approved by the District and Bond Counsel. Each bidder, by submitting its bid, agrees to complete, execute, and timely deliver the Issue Price Certificate, if its bid is accepted by the District. It will be the responsibility of the winning bidder to institute such syndicate reporting requirements, to make such investigation, or otherwise to ascertain such facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such certification should be directed to Bond Counsel. For purposes of this section of this Notice of Sale: (i) “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party; (ii) “Underwriter” means (A) any person that agrees pursuant to a written contract with the District (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public); (iii) “Related Party” means any two or more persons (including an individual, trust, estate, partnership, association, company, or corporation) that are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) “Sale Date” means the date that the Bonds are awarded by the District to the winning bidder. All actions to be taken by the District under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the District by the Financial Advisor, and any notice or report to be provided to the District may be provided to the Financial Advisor. The District will consider any bid submitted pursuant to this Notice of Sale to be a firm offer for the purchase of the Bonds, as specified in the bid and, if so stated, in the Official Bid Form. The District intends to rely on Treasury Regulation section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of municipal bonds), which require, among other things, that the District receives bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds (the “Competitive Sale Requirement”). In the event that the Competitive Sale Requirement is satisfied, the sale of the Bonds will be awarded to the bidder making a bid that conforms to the specifications herein. In the event that the Competitive Sale Requirement is not satisfied, bids will not be subject to cancellation and the winning bidder will be required to hold the initial offering price to the Public of each maturity of the Bonds, other than a maturity 10% of which has been sold to the Public on the Sale Date (“Hold-the- Price Bonds”), as described in the next paragraph. By submitting a bid, the winning bidder agrees, on behalf of each Underwriter participating in the purchase of the Bonds, that each Underwriter will neither offer nor sell any maturity of the Hold-the-Price Bonds to any person at a price that is higher than the initial offering price to the Public during the period starting on the Sale Date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the Sale Date; or (ii) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the Public at a price that is no higher than the initial offering price to the Public. The winning bidder shall promptly advise the District when the Underwriters have sold 10% of a maturity of the Hold-the- Price Bonds to the Public at a price that is no higher than the initial offering price to the Public, if that occurs prior to the close of the fifth (5th) business day after the Sale Date. Page 134 of 337 vii No Material Adverse Change: The obligation of the Underwriter to take up and pay for the Initial Bonds, and of the District to deliver the Initial Bonds, is subject to the condition that, up to the time of delivery of and receipt of payment for the Initial Bonds, there shall have been no material adverse change in the affairs of the District subsequent to the date of sale from that set forth in the PRELIMINARY OFFICIAL STATEMENT, as it may have been finalized, supplemented or amended through the Date of Delivery. No-Litigation Certificate: On the Date of Delivery of the Bonds to the Underwriter, the District will execute and deliver to the Underwriter, a certificate to the effect that no litigation of any nature has been filed or is pending, as of that date, of which the District has notice, to restrain or enjoin the issuance or delivery of the Bonds, or which would affect the provisions made for their payment or security, or in any manner questioning the validity of the Bonds. Rule G-32 Requirements: It is the responsibility of the Underwriter to comply with the Municipal Securities Rule Making Board’s Rule G-32 within the required time frame. The Underwriter must send two copies of the OFFICIAL STATEMENT along with two complete Form G-32’s to the appropriate address. OFFICIAL STATEMENT To assist the Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission (“SEC”), the District and the Underwriter agree, by the submission and acceptance of the winning bid, as follows. Final Official Statement: The District has approved and authorized distribution of the accompanying PRELIMINARY OFFICIAL STATEMENT for dissemination to potential purchasers of the Bonds but does not intend to prepare any other document or version thereof for such purpose, except as described below. Accordingly, the District intends the PRELIMINARY OFFICIAL STATEMENT to be final as of its date, within the meaning of SEC Rule 15c2-12(b)(1), except for information relating to the offering prices, interest rates, final debt service schedule, selling compensation, identity of the Underwriter and other similar information, terms and provisions to be specified in the competitive bidding process. The Underwriter shall be responsible for promptly informing the District of the initial reoffering yields of the Bonds. Thereafter, the District will complete and authorize distribution of the OFFICIAL STATEMENT identifying the Underwriter and containing such omitted information. The District does not intend to amend or supplement the OFFICIAL STATEMENT otherwise, except to take into account certain subsequent events, if any, as described below. By delivering the final OFFICIAL STATEMENT or any amendment or supplement thereto in the requested quantity to the Underwriter on or after the sale date, the District intends the same to be final as of such date, within the meaning of SEC Rule 15c2-12(f)(3). Notwithstanding the foregoing, the only representations concerning the absence of material misstatements or omissions from the OFFICIAL STATEMENT which are being or which will be made by the District are those described and contained in the OFFICIAL STATEMENT under the caption “PREPARATION OF OFFICIAL STATEMENT—Certification of OFFICIAL STATEMENT.” Changes to Official Statement: If subsequent to the date of the OFFICIAL STATEMENT, the District learns, through the ordinary course of business and without undertaking any investigation or examination for such purposes, or is notified by the Underwriter, of any adverse event which causes the OFFICIAL STATEMENT to be materially misleading, and unless the Underwriter elects to terminate its obligation to purchase the Bonds, as described above under “DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS—Conditions to Delivery,” the District will promptly prepare and supply to the Underwriter an appropriate amendment or supplement to the OFFICIAL STATEMENT satisfactory to the Underwriter provided, however, that the obligation of the District to so amend or supplement the OFFICIAL STATEMENT will terminate when the District delivers the Bonds to the Underwriter, unless the Underwriter notifies the District on or before such date that less than all of the Bonds have been sold to ultimate customers in which case the District’s obligations hereunder will extend for an additional period of time (but not more than 90 days after the date the District delivers the Bonds) until all of the Bonds have been sold to ultimate customers. Delivery of Official Statements: The District shall furnish final OFFICIAL STATEMENTs to the Underwriter (and to each participating underwriter of the Bonds, within the meaning of SEC Rule 15c2-12(a), designated by the Underwriter) within seven (7) business days after the sale date. The District also shall furnish to the Underwriter a like number of any supplements or amendments approved and authorized for distribution by the District for dissemination to potential purchasers of the Bonds, as well as such additional copies of the OFFICIAL STATEMENT or any such supplements or amendments as the Underwriter may reasonably request prior to the 90th day after the end of the underwriting period described in SEC Rule 15c2-12(f)(2). The District shall pay the expense of preparing the number of copies of the OFFICIAL STATEMENT specified in the winning bid and an equal number of any supplements or amendments issued on or before the Date of Delivery, but the Underwriter shall pay for all other copies of the OFFICIAL STATEMENT or any supplement or amendment thereto. Continuing Disclosure of Information: The District will agree in the Bond Order to provide certain periodic information and notices of material events in accordance with Securities and Exchange Commission Rule 15c2-12, as described in the PRELIMINARY OFFICIAL STATEMENT under “CONTINUING DISCLOSURE OF INFORMATION.” The Underwriter’s obligation to accept and pay for the Bonds is conditioned upon delivery to the Underwriter or their agent of a certified copy of the Bond Order containing the agreement described under such heading. Page 135 of 337 viii Substantive Requirements for Official Statement: To the best knowledge and belief of the District, the PRELIMINARY OFFICIAL STATEMENT contains information, including financial information or operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds. GENERAL CONSIDERATIONS Risk Factors: The Bonds involve certain risk factors. Prospective bidders are urged to examine carefully the entire Preliminary Official Statement, with respect to the risk factors associated with the Bonds. Particular attention should be given to the information set forth therein under the caption “RISK FACTORS.” Municipal Bond Rating and Municipal Bond Insurance: The District has not applied for an underlying rating nor is it expected that the District would have received an investment grade rating had such application been made. Applications have been made to various municipal bond insurance companies for qualification of the Bonds for municipal bond insurance. If qualified, such insurance will be available at the option of the Underwriter at the Underwriter’s expense. See “DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS—Conditions of Delivery” herein. It should be noted that there are risk factors related to the purchase of municipal bond insurance. See “RISK FACTORS” in the Preliminary Official Statement. Reservation of Rights: The District reserves the right to reject any and all bids and to waive any and all irregularities, except time of filing. Not an Offer to Sell: This OFFICIAL NOTICE OF SALE does not alone constitute an offer to sell the Bonds but is merely notice of sale of the Bonds. The invitation for bids on the Bonds is being made by means of this OFFICIAL NOTICE OF SALE, the PRELIMINARY OFFICIAL STATEMENT and the OFFICIAL BID FORM. Registration and Qualification of Bonds for Sale: The offer and sale of the Bonds have not been registered or qualified under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder. The Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various exemptions contained therein, and the Bonds have not been registered or qualified under the securities acts of any other jurisdiction. The District assumes no responsibility for registration or qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for registration or qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration or qualification provisions. By submission of its bid, the Underwriter represents that the sale of the Bonds in states other than the State of Texas will be made pursuant to exemptions from registration or qualification, or where necessary, the Underwriter will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The District agrees to cooperate with the Underwriter, at the Underwriter’s written request and expense, in registering or qualifying the Bonds or obtaining an exemption from registration or qualification (other than filing a consent to service of process in such state), in any state where such action is necessary. Section 149(a) of the Code requires that all tax-exempt obligations (with certain exceptions that do not include the Bonds) be in registered form in order for the interest payable on such obligations to be excludable from a Beneficial Owners’ income for federal income tax purposes. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. pursuant to the Book-Entry-Only System described herein. One fully-registered bond will be issued for each maturity of the Bonds and will be deposited with DTC. See “BOOK-ENTRY-ONLY SYSTEM.” So long as any Bonds remain outstanding, the District will maintain at least one Paying Agent/Registrar in the State of Texas for the purpose of maintaining the Register on behalf of the District. Additional Copies of Documents: Additional copies of this OFFICIAL NOTICE OF SALE, the PRELIMINARY OFFICIAL STATEMENT and the OFFICIAL BID FORM may be obtained from the Financial Advisor, Masterson Advisors LLC, 3 Greenway Plaza, Suite 1100, Houston, Texas 77046. Mr. Uri Geva President, Board of Directors Rock Prairie Management District No. 2 Page 136 of 337 OFFICIAL BID FORM President and Board of Directors Rock Prairie Management District No. 2 c/o Masterson Advisors LLC 3 Greenway Plaza, Suite 1100 Houston, Texas 77046 Board Members: We have read in detail the OFFICIAL NOTICE OF SALE and PRELIMINARY OFFICIAL STATEMENT dated February 21, 2024, relating to the $1,600,000 Rock Prairie Management District No. 2 (the “District”) Unlimited Tax Road Bonds, Series 2024 (the “Bonds”). We realize that the Bonds involve certain investment considerations, and we have made inspections and investigations as we deem necessary relating to the District and to the investment quality of the Bonds. For your legally issued Bonds, as described in the “PRELIMINARY OFFICIAL STATEMENT,” and pursuant to the terms and condition of the sale of the Bonds described in the “OFFICIAL NOTICE OF SALE,” we will pay you a price of $___________________, representing ________% of the principal amount. Such Bonds mature September 1, in each of the years and in the amounts and interest rates shown below: __________ * Subject to optional redemption on or after September 1, 2030. Of the principal maturities set forth in the table above, we have created term bonds as indicated in the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into a term bond, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Our calculation (which is not a part of this bid) of the interest cost from the above is: Gross Interest Cost from May 16, 2024 (the “Date of Delivery) ........................... $_______________ Plus Dollar Amount of Discount (or Less: Dollar Amount of Premium) ............. $_______________ NET INTEREST COST ......................................................................................... $_______________ NET EFFECTIVE INTEREST RATE ................................................................... _______________% The initial Bonds shall be registered in the name of Cede & Co. as the nominee for The Depository Trust Company. By submitting this bid, we agree to provide copies of the final OFFICIAL STATEMENT, and any amendments and supplements thereto, in accordance with the terms of the OFFICIAL NOTICE OF SALE and as required by Rule 15c2-12 of the Securities and Exchange Commission and Rule G-32 of the Municipal Securities Rulemaking Board. Principal Interest Principal Interest Maturity Amount Rate Maturity Amount Rate 2026 40,000$ __________% 2039 65,000$ * __________% 2027 45,000 __________% 2040 65,000 * __________% 2028 45,000 __________% 2041 70,000 * __________% 2029 45,000 __________% 2042 70,000 * __________% 2030 50,000 __________% 2043 75,000 * __________% 2031 50,000 * __________% 2044 75,000 * __________% 2032 50,000 * __________% 2045 80,000 * __________% 2033 55,000 * __________% 2046 80,000 * __________% 2034 55,000 * __________% 2047 85,000 * __________% 2035 55,000 * __________% 2048 85,000 * __________% 2036 60,000 * __________% 2049 90,000 * __________% 2037 60,000 * __________% 2050 90,000 * __________% 2038 60,000 * __________% Year of Principal Term Bond First Mandatory Amount of Interest Maturity Date Redemption Term Bond Rate Page 137 of 337 A Bank Cashier’s Check payable to the order of the District in the amount of $32,000 has been made available to you prior to the opening of this bid, as a Good Faith Deposit, and is submitted in accordance with the OFFICIAL NOTICE OF SALE. The undersigned agrees to complete, execute, and deliver to the District by the Date of Delivery of the Bonds a certificate relating to the “issue price” of the Bonds in the form accompanying the OFFICIAL NOTICE OF SALE, with such changes thereto as may be acceptable to the District. We agree to accept delivery of and make payment for the Bonds in immediately available funds at the offices of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, not later than 10:00 A.M., Houston, Texas time, on the Date of Delivery or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the “Official Notice of Sale.” In addition, in the event less than all of the Bonds are sold to ultimate customers prior to the Date of Delivery of the Bonds, we will so notify the District on such date. The District may not accept this bid until it has received from the bidder, if that bidder is a privately held entity, a completed and signed TEC Form 1295 complete with a certificate number assigned by the Texas Ethics Commission (“TEC”), pursuant to Texas Government Code § 2252.908 and the rules promulgated thereunder by the TEC. The undersigned understands that failure to provide said form complete with a certificate number assigned by the TEC as provided for in the Official Notice of Sale will result in a non-conforming bid and will prohibit the District from considering this bid for acceptance. By executing this Bid Form, the bidder represents and verifies that, at the time of execution and delivery of this bid and through the term of this contract, being through the end of the underwriting period as defined by United States Securities and Exchange Commission Rule 15c2-12: (1) neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, boycotts or will boycott Israel, (2) neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, boycotts or will boycott energy companies, and (3) neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, (a) has or will have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, or (b) will discriminate against a firearm entity or firearm trade association. Additionally, by executing this Bid Form, the bidder also represents and certifies that, at the time of execution and delivery of this bid, neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority- owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. The terms (1) “boycotts Israel” and “boycott Israel” as used herein have the meanings assigned to the term “boycott Israel” in Section 808.001 of the Texas Government Code, as amended, (2) “boycotts energy companies” and “boycott energy companies” as used herein have the meanings assigned to the term “boycott energy company” in Sections 809.001 and 2276.001 of the Texas Government Code, each as amended, and (3) “discriminates against a firearm entity or firearm trade association” as used herein has the meaning assigned to the term “discriminate against a firearm entity or firearm trade association” in Section 2274.001(3) of the Texas Government Code, as amended. As used herein, the term “affiliate” shall mean an entity that controls, is controlled by, or is under common control with the bidder or each syndicate member listed on the Official Bid Form, as applicable, within the meaning of SEC Rules 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any of the foregoing representations, verifications, and certifications during the term of this bid form shall survive termination of this bid form until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision hereof, notwithstanding anything herein to the contrary. By executing this Bid Form, Bidder acknowledges the award of the Bonds is conditioned upon compliance by the Bidder, each syndicate member listed on the Official Bid Form, and the provider of municipal bond insurance for the Bonds, if any and if required, with any rules and requirements of the Office of the Attorney General of Texas related to the filing of standing letters supporting the verifications and certifications herein, and that compliance with such rules and requirements has been confirmed by the District, either by its receipt of a copy of any required standing letters with this Bid Form prior to the time prescribed for award of the Bonds or such other means as is reasonably determined by the District. By executing this Bid Form, bidder represents to the District that it and each syndicate member listed on the Official Bid Form, if any, (i) has filed a standing letter with the Attorney General of Texas and the Municipal Advisory Council of Texas that conforms to the requirements of the Office of the Attorney General of Texas, (ii) has no reason to believe that the District may not be entitled to rely on such standing letters, and (iii) neither bidder, any syndicate member listed in the Official Bid Form, nor any parent company, subsidiaries, or affiliates of the same, have received a letter from the Texas Comptroller of Public Accounts related to its inclusion on any list of financial companies boycotting energy companies. Bidder agrees that it will not rescind its standing letter at any time before the delivery of the Bonds unless same is immediately replaced with a standing letter that meets the requirements of the Office of the Attorney General. By executing this Bid Form, Bidder acknowledges that the District reserves the right, in its sole discretion, to reject any bid from a bidder that does not have such standing letter on file as of the deadline for bids for the Bonds. By submitting a bid, each bidder agrees, should it be the winning bidder, to cooperate with the District and take any action necessary to further verify and confirm compliance with state law by the bidder and each syndicate member listed in the Bid Form. Page 138 of 337 Further, by executing this Bid Form, the bidder also agrees that it will maintain all records in accordance with the requirements of the Texas Public Information Act, including Subchapter J thereof relating to contracting information as defined therein, and the District's rules, regulations, policies, and retention schedules adopted thereunder with respect to any records to which said Act applies. Respectfully submitted, _____________________________________ By:__________________________________ Telephone Number:_____________________ ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by Rock Prairie Management District No. 2, this 11th day of April, 2024. ATTEST: ________________________________________ _____________________________________ Secretary, Board of Directors President, Board of Directors BOND YEARS Due: September 1, Annually Dated: May 1, 2024 Cumulative Year Principal Bond Years Bond Years 2026 40,000$ 93.33 93.33 2027 45,000 150.00 243.33 2028 45,000 195.00 438.33 2029 45,000 240.00 678.33 2030 50,000 316.67 995.00 2031 50,000 366.67 1,361.67 2032 50,000 416.67 1,778.33 2033 55,000 513.33 2,291.67 2034 55,000 568.33 2,860.00 2035 55,000 623.33 3,483.33 2036 60,000 740.00 4,223.33 2037 60,000 800.00 5,023.33 2038 60,000 860.00 5,883.33 2039 65,000 996.67 6,880.00 2040 65,000 1,061.67 7,941.67 2041 70,000 1,213.33 9,155.00 2042 70,000 1,283.33 10,438.33 2043 75,000 1,450.00 11,888.33 2044 75,000 1,525.00 13,413.33 2045 80,000 1,706.67 15,120.00 2046 80,000 1,786.67 16,906.67 2047 85,000 1,983.33 18,890.00 2048 85,000 2,068.33 20,958.33 2049 90,000 2,280.00 23,238.33 2050 90,000 2,370.00 25,608.33 Total 1,600,000$ Average Maturity 16.005 Page 139 of 337 ISSUE PRICE CERTIFICATE The undersigned, being a duly authorized representative of the underwriter or the manager of the syndicate of underwriters (“Purchaser”) with respect to the purchase of $1,600,000 Unlimited Tax Road Bonds, Series 2024, by Rock Prairie Management District No. 2 (the “District”), hereby certifies and represents, based on its records and information, as follows: [If at least 3 qualified bids are received from underwriters] 1. On the first day on which there was a binding contract in writing for the purchase of the Bonds by the Purchaser, the Purchaser's reasonably expected initial offering prices of each maturity of the Bonds with the same credit and payment terms (the “Expected Offering Prices”) to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter are as set forth in the pricing wire or equivalent communication for the Bonds, as attached to this Issue Price Certificate as Schedule A. The Expected Offering Prices are the prices for the Bonds used by the Purchaser in formulating its bid to purchase the Bonds. 2. The Purchaser had an equal opportunity to bid to purchase the Bonds and it was not given the opportunity to review other bids that was not equally given to all other bidders (i.e., no last look). 3. The bid submitted by the Purchaser constituted a firm bid to purchase the Bonds. [If less than 3 qualified bids are received from underwriters] 1. [Other than the Bonds maturing in _____ (“Hold-the-Price Maturities”), the][The first price at which at least ten percent (“Substantial Amount”) of the principal amount of each maturity of the Bonds having the same credit and payment terms (“Maturity”) was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter (“Public”) are the initial offering prices (the “Initial Offering Prices”), as listed in the pricing wire or equivalent communication for the Bonds that is attached to this Issue Price Certificate as Schedule A.] [Include the following paragraphs 2 and 3 if there are Hold-the-Price Maturities] 2. On or before the first day on which there is a binding contract in writing for the sale of the Bonds (“Sale Date”), the Purchaser offered to the Public each [maturity of the Bonds having the same credit and payment terms (“Maturity”)][Maturity of the Hold-the-Price Maturities] at the [Initial Offering Prices for such Maturity][initial offering prices for such Maturity (“Initial Offering Prices”)], as set forth in Schedule A hereto. [A copy of the pricing wire or equivalent communication for the Bonds is attached to this Issue Price Certificate as Schedule A.] 3. As set forth in the Notice of Sale, the Purchaser agreed in writing to neither offer nor sell any of the Hold- the-Price Maturities to any person at any higher price than the Initial Offering Price for such Maturity until the earlier of the close of the fifth business day after the Sale Date or the date on which the Purchaser sells [at least ten percent (“Substantial Amount”)][a Substantial Amount] of a Maturity of the Bonds to the Public at no higher price than the Initial Offering Price for such Maturity.] [Include the remaining paragraphs regardless of number of bids; revise numbering of paragraphs as appropriate] 4. As used hereinabove, the term “Underwriter” means (i) (A) a person that agrees pursuant to a written contract with the District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i)(A) of this paragraph (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public) to participate in the initial sale of the Bonds to the Public, and (ii) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (i) of this paragraph. 5. Please choose the appropriate statement: ( ) Purchaser will not purchase bond insurance for the Bonds. ( ) Purchaser will purchase bond insurance from ___________________ (the “Insurer”) for a fee/premium of $_________ (the “Fee”). To the best of the undersigned's knowledge, information and belief, based upon the facts available at this time and current market conditions, the Fee is a reasonable amount payable solely for the transfer of credit risk for the payment of debt service on the Bonds and does not include any amount payable for a cost other than such guarantee, e.g., a credit rating or legal fees. [Purchaser represents that the present value of the Fee for each obligation constituting the Bonds to which such Fee is properly allocated and which are insured thereby is less than the present value of the interest reasonably expected to be saved as a result of the insurance on each obligation constituting the Bonds. In determining present value for this purpose, the yield of the Bonds (determined with regard to the payment of the guarantee fee) has been used as the discount rate.] The Fee has been paid to a person who is not exempt from federal income taxation and who is not a user or related to the user of any proceeds of the Bonds. No portion of the Fee is refundable upon redemption of any of the Bonds in an amount which would exceed the portion of such Fee that has not been earned. Page 140 of 337 6. The undersigned has calculated the total underwriting spread on the Bonds to be $ ________________. As used herein, the term “total underwriting spread” means the cost for marketing and selling the Bonds, and includes (a) a total takedown of $ ________________, (b) a total management fee of $ ________________, (c) fees and expenses of underwriter's counsel in the estimated total amount of $ ________________, and (d) other expenses in the total estimated amount of $ ________________. The undersigned understands that the foregoing information will be relied upon by District with respect to certain of the representations set forth in the Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Schwartz, Page & Harding, L.L.P. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the District from time to time relating to the Bonds. The undersigned understands that the foregoing information will also be relied upon by the District and by Schwartz, Page & Harding, L.L.P. with respect to compliance with the requirements of Section 1202.008 of Chapter 1202, Texas Government Code, as amended. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of the factual matters set forth herein. EXECUTED and DELIVERED this _____ day of _________________, 2024. _____________________________________________ Name of Underwriter By: Title: Page 141 of 337 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED FEBURARY 8, 2024 This Preliminary Official Statement is subject to completion and amendment and is intended solely for the solicitation of initial bids to purchase the Bonds. Upon sale of the Bonds, the Official Statement will be completed and delivered to the Underwriter. IN THE OPINION OF BOND COUNSEL, THE BONDS ARE VALID OBLIGATIONS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, AND INTEREST ON THE BONDS IS EXCLUDABLE FROM GROSS INCOME FOR PURPOSES OF FEDERAL INCOME TAXATION UNDER STATUTES, REGULATIONS, PUBLISHED RULINGS AND COURT DECISIONS EXISTING ON THE DATE OF SUCH OPINION SUBJECT TO THE MATTERS DESCRIBED UNDER “LEGAL MATTERS” HEREIN, INCLUDING THE ALTERNATIVE MINIMUM TAX ON CERTAIN CORPORATIONS. SEE “LEGAL MATTERS” HEREIN FOR A DISCUSSION OF THE OPINION OF BOND COUNSEL. THE BONDS HAVE BEEN DESIGNATED “QUALIFIED TAX-EXEMPT OBLIGATIONS” FOR FINANCIAL INSTITUTIONS. SEE “LEGAL MATTERS—Qualified Tax-Exempt Obligations.” BOOK-ENTRY-ONLY $1,600,000 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (A political subdivision of the State of Texas located within Brazos County) UNLIMITED TAX ROAD BONDS SERIES 2024 Dated: May 1, 2024 Due: September 1, as shown below Interest Accrual Date: Date of Delivery Principal of the bonds described above (the “Bonds”) will be payable at maturity or earlier redemption at the principal payment office of the Paying Agent/Registrar, initially The Bank of New York Mellon Trust Co., N.A., Dallas, Texas (the “Paying Agent/Registrar”). Interest on the Bonds will accrue from the initial date of delivery (expected to be on or about May 16, 2024) (the “Delivery Date”) and will be payable on March 1 and September 1 of each year commencing March 1, 2025 until maturity or prior redemption and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Bonds will be issued in fully registered form only in denominations of $5,000 each or integral multiples thereof. The Bonds will be subject to redemption prior to their maturity, as shown below. The Bonds will be registered and delivered only in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Beneficial Owners (as defined herein under “BOOK-ENTRY-ONLY SYSTEM”) of the Bonds will not receive physical certificates representing the Bonds but will receive a credit balance on the books of the DTC participants. So long as Cede & Co. is the registered owner of the Bonds, the principal of and interest on the Bonds will be paid by the Paying Agent/Registrar, as herein defined, directly to DTC, which will, in turn, remit such principal and interest to its participants for subsequent disbursement to the Beneficial Owners. See “BOOK-ENTRY-ONLY SYSTEM.” MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND INITIAL REOFFERING YIELDS (a) The Underwriter (as herein defined) may designate one or more maturities as term bonds. See accompanying “OFFICIAL NOTICE OF SALE” and “OFFICIAL BID FORM.” (b) Initial reoffering yield represents the initial offering yield to the public, which has been established by the Underwriter for offers to the public and which may be subsequently changed by the Underwriter and is the sole responsibility of the Underwriter. The initial reoffering yields indicated above represent the lower of the yields resulting when priced to maturity or to the first call date. (c) The Bonds maturing on or after September 1, 2031 are subject to redemption prior to maturity at the option of the District, in whole or, from time to time in part, on September 1, 2030, or on any date thereafter, at a price equal to the principal amount thereof plus accrued interest thereon to the date fixed for redemption. See “THE BONDS—Redemption Provisions.” (d) CUSIP Numbers have been assigned to the Bonds by CUSIP Global Services and are included solely for the convenience of the purchasers of the Bonds. Neither the District nor the Underwriter shall be responsible for the selection or correctness of the CUSIP Numbers set forth herein. The Bonds, when issued, will constitute valid and legally binding obligations of Rock Prairie Management District No. 2 (the “District”) and will be payable from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property within the District, as further described herein. The Bonds are obligations solely of the District and are not obligations of the State of Texas, Brazos County, the City of College Station or any entity other than the District. Investment in the Bonds is subject to special investment considerations described herein. See “RISK FACTORS.” The Bonds are offered when, as and if issued by the District, subject, among other things, to the approval of the Bonds by the Attorney General of Texas and the approval of certain legal matters by Schwartz, Page & Harding, L.L.P., Houston, Texas, Bond Counsel. Delivery of the Bonds in book-entry form through DTC is expected on or about May 16, 2024. BIDS DUE: THURSDAY, APRIL 11, 2024 AT 9:45 A.M., HOUSTON TIME, HOUSTON, TEXAS BID AWARD: THURSDAY, APRIL 11, 2024 AT 2:00 P.M., HOUSTON TIME, COLLEGE STATION, TEXAS Initial Initial Due Principal Interest Reoffering CUSIP Due Principal Interest Reoffering CUSIP (Sept 1)Amount (a)Rate Yield (b)Number (d)(Sept 1)Amount (a)Rate Yield (b)Number (d) 2026 40,000$ 2039 65,000$ (c) 2027 45,000 2040 65,000 (c) 2028 45,000 2041 70,000 (c) 2029 45,000 2042 70,000 (c) 2030 50,000 2043 75,000 (c) 2031 50,000 (c) 2044 75,000 (c) 2032 50,000 (c) 2045 80,000 (c) 2033 55,000 (c) 2046 80,000 (c) 2034 55,000 (c) 2047 85,000 (c) 2035 55,000 (c) 2048 85,000 (c) 2036 60,000 (c) 2049 90,000 (c) 2037 60,000 (c) 2050 90,000 (c) 2038 60,000 (c) Page 142 of 337 2 TABLE OF CONTENTS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND INITIAL REOFFERING YIELDS .............................................. 1 OFFICIAL STATEMENT SUMMARY ..................................................................................................................................................... 3 FINANCIAL INFORMATION (UNAUDITED) ........................................................................................................................................ 6 THE BONDS ............................................................................................................................................................................................... 7 BOOK-ENTRY-ONLY SYSTEM ............................................................................................................................................................. 11 THE DISTRICT ......................................................................................................................................................................................... 12 UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION ................................................... 14 MANAGEMENT OF THE DISTRICT ..................................................................................................................................................... 15 THE DEVELOPERS ................................................................................................................................................................................. 16 THE ROADS ............................................................................................................................................................................................. 16 USE AND DISTRIBUTION OF BOND PROCEEDS .............................................................................................................................. 17 UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED .............................................................................................................. 17 FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED) ................................................................................ 18 ESTIMATED OVERLAPPING DEBT STATEMENT ............................................................................................................................ 19 TAX DATA ............................................................................................................................................................................................... 20 TAXING PROCEDURES ......................................................................................................................................................................... 22 GENERAL FUND ..................................................................................................................................................................................... 27 DEBT SERVICE REQUIREMENTS ........................................................................................................................................................ 28 RISK FACTORS ....................................................................................................................................................................................... 29 LEGAL MATTERS ................................................................................................................................................................................... 34 REGISTRATION AND QUALIFICATION UNDER SECURITIES LAWS ........................................................................................... 37 NO MATERIAL ADVERSE CHANGE ................................................................................................................................................... 37 NO LITIGATION CERTIFICATE ............................................................................................................................................................ 37 MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE ............................................................................................. 38 SALE AND DISTRIBUTION OF THE BONDS ...................................................................................................................................... 38 PREPARATION OF OFFICIAL STATEMENT ....................................................................................................................................... 38 UPDATING OF OFFICIAL STATEMENT .............................................................................................................................................. 39 CERTIFICATION OF OFFICIAL STATEMENT .................................................................................................................................... 39 CONTINUING DISCLOSURE OF INFORMATION .............................................................................................................................. 39 MISCELLANEOUS .................................................................................................................................................................................. 41 AERIAL PHOTO ....................................................................................................................................................................................... 42 PHOTOGRAPHS....................................................................................................................................................................................... 43 APPENDIX A ............................................................................................................................................................................................ 44 INDEPENDENT AUDITOR’S REPORT AND FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED MAY 31, 2023 .................................................................................................................................................... APPENDIX A USE OF INFORMATION IN OFFICIAL STATEMENT For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, as amended and in effect on the date hereof, this document constitutes an Official Statement with respect to the Bonds that has been “deemed final” by the District as of its date except for the omission of no more than the information permitted by Rule 15c2-12. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by the District. This Official Statement is not to be used in an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. All of the summaries of the statutes, orders, contracts, audited financial statements, engineering and other related reports set forth in this Official Statement are made subject to all of the provisions of such documents. These summaries do not purport to be complete statements of such provisions, and reference is made to such documents, copies of which are available from Schwartz, Page & Harding, L.L.P., 1300 Post Oak Boulevard, Suite 2400, Houston, Texas, 77056 upon payment of the costs of duplication. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, SEC Rule 15c2-12, as amended. This Official Statement contains, in part, estimates, assumptions and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates, assumptions or matters of opinion, or as to the likelihood that they will be realized. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or other matters described herein since the date hereof. However, the District has agreed to keep this Official Statement current by amendment or sticker to reflect material changes in the affairs of the District and, to the extent that relevant information actually comes to its attention, the other matters described in this Official Statement until delivery of the Bonds to the Underwriter, and thereafter only as specified in “UPDATING OF OFFICIAL STATEMENT.” Page 143 of 337 3 OFFICIAL STATEMENT SUMMARY The following information is qualified in its entirety by the detailed information and financial statements appearing elsewhere in this Official Statement. The summary should not be detached and should be used in conjunction with more complete information contained herein. A full review should be made of the entire OFFICIAL STATEMENT and of the documents summarized or described therein. THE DISTRICT Description and Location ................................. The District was created in 2013 by a special act of the 83rd Texas Legislature, House Bill 3874, Regular Session, codified as Chapter 3909, Texas Special District Local Laws Code (the “Act”) pursuant to Sections 52 and 52-a, Article III, and Section 59, Article XVI, of the Texas Constitution. The District contains approximately 300 acres of land and is located on the east side of Texas State Highway 6 (“SH 6”) between Rock Prairie Road and William D. Fitch Parkway, which is approximately 5 miles south of the central business district of the City of College Station. The district lies entirely within the corporate limits of the City of College Station (the “City”) and within the boundaries of the College Station Independent School District. See “THE DISTRICT” and “AERIAL PHOTOGRAPH.” The Developers ........................... Approximately 120 acres of land within the District are currently being developed as Midtown City Center by College Station Town Center, Inc. (“CSTC”), a Texas corporation, which was created to own and develop property within the District. Currently, CSTC owns approximately 78 acres of land within the District, all of which is served with trunk utilities and has no vertical improvements. Approximately 142 acres of land within the District are currently being developed as Midtown Reserve Subdivision by College Station Downtown Residential, LLC (“CSDR”), a Texas limited liability company, which was created to own and develop property within the District. Currently, CSDR owns approximately 95 acres within the District, all of which is served with trunk utilities and has no vertical improvements. CSTC and CSDR are collectively referred to herein as the “Developers.” Neither the Developers nor any of their affiliates are obligated to pay any principal or interest on the Bonds. See “THE DEVELOPERS.” The Developers have each entered into various Utility Development Agreements with the District to provide for the financing and construction of water, sewer, drainage and road facilities for the District. See “THE DEVELOPERS” and “TAX DATA—Principal Taxpayers.” The remaining developable land in the District is owned by several property owners. Status of Development ................ Water, sewer and drainage facilities, as well as roads, are complete to serve Midtown Reserve Subdivision (approximately 89 acres developed into 454 single family residential lots). Home construction began in 2019 and, as of January 19, 2024, the District consisted of 332 completed and occupied homes, 22 completed and unoccupied homes, 24 homes under construction, 1 model home, 75 vacant developed lots. Additionally, there are 99 lots under construction on approximately 15 acres with expected completion in the Summer of 2024. Homebuilding in the District is currently being conducted by DR Horton. New homes in the District range in price from $278,000 to $399,900. Utility trunk facilities and roads have also been constructed to serve 95 acres of commercial and multi-family development within the District. Commercial development to date includes an office park located on approximately 11 acres, Accel at College Station, a 116-bed transitional care and rehabilitation facility located on approximately 8 acres, and Nine 50 Town Lake at Midtown, a 264-unit apartment complex located on approximately 14 acres which opened in February 2023. See “TAX DATA—Principal Taxpayers.” The remaining 62 acres of commercial and multi- family reserves do not have vertical construction. The balance of the District consists of approximately 20 undeveloped but developable acres and approximately 81 undevelopable acres of easements, parks and rights-of-way. See “THE DISTRICT-Status of Development.” Water and Wastewater ............... Retail water and wastewater service for development within the District is provided by College Station Utilities (“CSU”). CSU holds the requisite certificates of convenience and necessity over the land within the District. See “UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION.” Page 144 of 337 4 THE FINANCING The Issue .................................... $1,600,000 Rock Prairie Management District No. 2 Unlimited Tax Road Bonds, Series 2024, dated May 1, 2024. The Bonds mature serially on September 1 in each of the years from 2026 through 2050, both inclusive, in the respective amounts and bearing interest at the rates for each maturity shown on the cover page hereof. Interest on the Bonds will accrue from the Delivery Date (expected to be May 16, 2024) and will be payable March 1 and September 1 of each year commencing March 1, 2025 until maturity or prior redemption and will be calculated on the basis of 360-day year consisting of twelve 30-day months. The Bonds maturing on or after September 1, 2031 are subject to optional redemption, in whole or, from time to time, in part, on September 1, 2030, or on any date thereafter, at a price equal to the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption. If less than all the Bonds are redeemed, the particular maturity or maturities and the amounts thereof to be redeemed shall be selected by the District in integral multiples of $5,000 in any one maturity. If less than all the Bonds within a maturity are redeemed, the Bonds to be redeemed shall be selected by DTC in accordance with its procedures. See “BOOK-ENTRY-ONLY SYSTEM” and “THE BONDS— Redemption Provisions.” The Bonds will be issued in fully registered form only, in denominations of $5,000 or any integral multiple thereof. See “THE BONDS.” Book-Entry-Only ........................ The Bonds will be registered in the name of, and delivered only to, Cede & Co., the nominee of DTC, pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the Beneficial Owners. Principal of and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC, which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the Beneficial Owners of the Bonds. See “BOOK-ENTRY- ONLY SYSTEM.” Authority for Issuance ............... The Bonds are the fourth series of bonds issued out of an aggregate of $106,600,000 principal amount of unlimited tax bonds authorized by the District’s voters for the purpose of acquiring or constructing road facilities. The Bonds are issued pursuant to the Bond Order (as defined herein); an election held within the District on November 3, 2015; Article III, Section 52 of the Texas Constitution; the general laws of the State of Texas; Chapter 3909, Texas Special District Local Laws Code; Chapter 49 of the Texas Water Code, as amended; Chapter 375 of the Texas Local Government Code, as amended; and the consent of the City. See “THE BONDS—Authority for Issuance.” Source of Payment ..................... The Bonds are payable from a continuing direct annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property within the District. The Bonds are obligations solely of the District and are not obligations of the State of Texas, Brazos County, the City of College Station or any entity other than the District. See “THE BONDS—Source and Security for Payment.” Use of Proceeds ......................... Proceeds of the Bonds will be used to finance items described herein under “USE AND DISTRIBUTION OF BOND PROCEEDS.” In addition, Bond proceeds will be used to capitalize twelve (12) months of interest on the Bonds; to pay interest on funds advanced by the Developers on behalf of the District; and to pay engineering fees and administrative costs and certain other costs related to the issuance of the Bonds. See “USE AND DISTRIBUTION OF BOND PROCEEDS.” Payment Record ......................... The District has previously issued $6,750,000 principal amount of unlimited tax road bonds in three series (the “Previously Issued Bonds”). The District has a total of $6,620,000 principal amount of bonds outstanding as of February 1, 2024 (the “Outstanding Bonds”). The District has never defaulted on the debt service payments on the Previously Issued Bonds. Municipal Bond Rating and Municipal Bond Insurance .... The District has not applied for an underlying rating nor is it expected that the District would have received an investment grade rating had such application been made. Applications have been made to various municipal bond insurance companies for qualification of the Bonds for municipal bond insurance. If qualified, such insurance will be available at the option of the Underwriter at the Underwriter’s expense. See “RISK FACTORS—Risk Factors Related to the Purchase of Municipal Bond Insurance” and “MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE.” Page 145 of 337 5 Qualified Tax-Exempt Obligations ............................ The District has designated the Bonds as “qualified tax-exempt obligations” pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended. See “LEGAL MATTERS—Qualified Tax-Exempt Obligations.” Bond Counsel ............................ Schwartz, Page & Harding, L.L.P., Houston, Texas. Engineer ................................... EHRA Engineering, Houston, Texas and Schultz Engineering, LLC, College Station, Texas. Disclosure Counsel .................... McCall, Parkhurst & Horton L.L.P, Houston, Texas. Financial Advisor ...................... Masterson Advisors LLC, Houston, Texas. Paying Agent/Registrar ............. The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. RISK FACTORS The purchase and ownership of the Bonds are subject to special investment considerations, and all prospective purchasers are urged to examine carefully the entire Official Statement with respect to the investment security of the Bonds, including particularly the section captioned “RISK FACTORS.” Page 146 of 337 6 FINANCIAL INFORMATION (UNAUDITED) 2023 Certified Taxable Assessed Valuation ......................................................................................................... $129,122,850 (a) Estimate of Taxable Assessed Valuation as of December 15, 2023 ..................................................................... $165,642,780 (b) Gross Direct Debt Outstanding ................................................................................................................................. $8,220,000 (c) Estimated Overlapping Debt .................................................................................................................................. 7,406,401 Total Gross Direct Debt and Estimated Overlapping Debt ............................................................................... $15,626,401 Ratios of Gross Direct Debt to: 2023 Certified Taxable Assessed Valuation ................................................................................................................ 6.37% Estimate of Taxable Assessed Valuation as of December 15, 2023............................................................................. 4.96% Ratios of Gross Direct and Estimated Overlapping Debt to: 2023 Certified Taxable Assessed Valuation ............................................................................................................... 12.10% Estimate of Taxable Assessed Valuation as of December 15, 2023............................................................................. 9.43% 2023 Debt Service Tax Rate .............................................................................................................................................. $0.32 2023 Maintenance Tax Rate .............................................................................................................................................. 0.18 Total ..................................................................................................................................................................... $0.50 Average Annual Debt Service Requirement (2025-2050) ............................................................................................. $504,280 (d) Maximum Annual Debt Service Requirement (2027) ................................................................................................... $546,688 (d) Tax Rate Required to Pay Average Annual Debt Service (2025-2050) at a 95% Collection Rate Based upon 2023 Certified Taxable Assessed Valuation ................................................................................................ $0.42 Based upon Estimate of Taxable Assessed Valuation as of December 15, 2023 ............................................................ $0.33 Tax Rate Required to Pay Maximum Annual Debt Service (2027) at a 95% Collection Rate Based upon 2023 Certified Taxable Assessed Valuation ................................................................................................ $0.45 Based upon Estimate of Taxable Assessed Valuation as of December 15, 2023 ............................................................ $0.35 Status of Residential Development as of January 19, 2024 (e): Total Homes Completed (including 332 occupied) ...................................................................... 354 Homes Under Construction .......................................................................................................... 24 Model Homes ............................................................................................................................... 1 Vacant Developed Lots ................................................................................................................ 75 Lots Under Construction .............................................................................................................. 99 Multi-Family (264 units) Estimated 2024 Population .............................................................................................. 1,690(f) (a) As certified by the Brazos Central Appraisal District (the “Appraisal District”). See “TAXING PROCEDURES.” (b) Provided by the Appraisal District for informational purposes only. Such amounts reflect an estimate of the taxable appraised value within the District on December 15, 2023. No tax will be levied on such amount. Taxes are levied on taxable value certified by the Appraisal District as of January 1 of each year. See “TAXING PROCEDURES.” (c) After giving effect to issuance of the Bonds. See “FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED)— Outstanding Bonds.” (d) See “FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED)—Debt Service Requirements.” (e) See “THE DISTRICT—Land Use” and “Status of Development.” (f) Based upon 3.5 persons per occupied single-family residence and 2 persons per occupied multi-family residence. Page 147 of 337 7 PRELIMINARY OFFICIAL STATEMENT $1,600,000 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (A political subdivision of the State of Texas located within Brazos County) UNLIMITED TAX ROAD BONDS SERIES 2024 This Official Statement provides certain information in connection with the issuance by Rock Prairie Management District No. 2 (the “District”) of its $1,600,000 Unlimited Tax Road Bonds, Series 2024 (the “Bonds”). The Bonds are issued pursuant to a Bond Order authorizing the issuance of the Bonds (the “Bond Order”) adopted by the Board of Directors of the District (the “Board”); an election held within the District on November 3, 2015; Article III, Section 52 of the Texas Constitution; Chapter 3909 of the Texas Local Government Code, as amended; the general laws of the State of Texas relating to the issuance of bonds by political subdivisions, including Chapter 49 of the Texas Water Code, as amended, and Chapter 375, Texas Local Government Code, as amended; and the consent of the City of College Station (the “City” or “College Station”). This Official Statement includes descriptions, among others, of the Bonds and the Bond Order, and certain other information about the District and College Station Town Center, Inc. and College Station Downtown Residential, LLC (collectively, the “Developers”), the developers of land within the District. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each document. Copies of documents may be obtained from the District upon payment of the costs of duplication therefor. THE BONDS General The following is a description of some of the terms and conditions of the Bonds, which description is qualified in its entirety by reference to the Bond Order. The Bond Order authorizes the issuance and sale of the Bonds and prescribes the terms, conditions and provisions for the payment of the principal of and interest on the Bonds by the District. Description The Bonds will be dated May 1, 2024, with interest payable on March 1, 2025, and on each September 1 and March 1 thereafter (each an “Interest Payment Date”) until the earlier of maturity or redemption. Interest on the Bonds initially accrues from the Delivery Date (expected to be May 16, 2024) of the Bonds to the Underwriter thereof, and thereafter, from the most recent Interest Payment Date. The Bonds mature on September 1 in each of the years and in the amounts shown under “MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND INITIAL REOFFERING YIELDS” on the cover page hereof. The Bonds are issued in fully registered form only in denominations of $5,000 or any integral multiple of $5,000 for any one maturity. The Bonds will be registered and delivered only to The Depository Trust Company, New York, New York (“DTC”), in its nominee name of Cede & Co., pursuant to the book-entry system described herein (“Registered Owners”). No physical delivery of the Bonds will be made to the purchasers thereof. See “BOOK-ENTRY-ONLY SYSTEM.” Interest calculations are based upon a three hundred sixty (360) day year comprised of twelve (12) thirty (30) day months. Authority for Issuance At an election held within the District on November 3, 2015, voters of the District authorized a total of $106,600,000 in unlimited tax bonds for the purpose of acquiring or constructing road facilities. The Bonds constitute the fourth issuance of bonds from such authorization. After the issuance of the Bonds, a total of $98,250,000 in principal amount of unlimited tax bonds for road facilities will remain authorized but unissued. The Bonds are issued by the District pursuant to the terms and provisions of the Bond Order; Article III, Section 52 of the Texas Constitution; Chapter 3909, Texas Special District Local Laws Code, as amended; the general laws of the State of Texas, including without limitation Chapter 49 of the Texas Water Code, as amended, and Chapter 375, Texas Local Government Code, as amended; the consent of the City; and an election held within the District as described above. At the above-described election, voters in the District also authorized a total of $71,400,000 in unlimited tax bonds for the purpose of acquiring or constructing water, sanitary sewer, and drainage facilities. The District has not issued any bonds from such authorization. See “Issuance of Additional Debt” below. Page 148 of 337 8 Source and Security for Payment The Bonds, together with the Outstanding Bonds and any additional bonds payable from ad valorem taxes, are secured by and payable from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property located within the District. See “TAXING PROCEDURES.” Investment in the Bonds involves certain elements of risk, and all prospective purchasers are urged to examine carefully this Official Statement with respect to the investment security of the Bonds. See “RISK FACTORS.” The Bonds are obligations solely of the District and are not obligations of the City of College Station, Brazos County, the State of Texas, or any political subdivision or entity other than the District. Funds The Bond Order confirms the prior creation of the District's Debt Service Fund, including the sub-accounts which are used to separate funds received to pay debt service on bonds issued to finance water, wastewater and storm drainage facilities (“WSD Bonds”) from funds received to pay debt service on bonds issued to finance road facilities (“Road Bonds”). The Bond Order also confirms the District's Construction Fund, including the sub-accounts which are used to separate proceeds from WSD Bonds and Road Bonds. An amount equal to twelve months of interest on the Bonds will be deposited from the proceeds from sale of the Bonds into the sub-account of the Debt Service Fund created in respect of Road Bonds. All remaining proceeds of the Bonds will be deposited in the sub-account of the Construction Fund created in respect of Road Bonds. The proceeds from all taxes levied, appraised and collected for and on account of the Bonds authorized by the Bond Order shall be deposited, as collected, into the sub-account of the Debt Service Fund created in respect of Road Bonds. The Debt Service Fund, which constitutes a trust fund for the benefit of the owners of the Outstanding Bonds, the Bonds and any additional tax bonds issued by the District, is to be kept separate from all other funds of the District, and funds in the sub-accounts created in respect of Road Bonds are to be used for payment of debt service on the Bonds and any of the District's duly authorized Road Bonds, whether heretofore, hereunder, or hereafter issued, payable in whole or part from taxes. Amounts on deposit in the sub-accounts of the Debt Service Fund created in respect of Road Bonds may also be used to pay the fees and expenses of the Paying Agent/Registrar, to defray the expenses of assessing and collecting taxes levied for payment of interest on and principal of the Bonds, the Outstanding Bonds and any of the Districts duly authorized additional bonds, whether heretofore, hereunder, or hereafter issued, payable in whole or in part from taxes, and to pay any tax anticipation notes issued in respect of debt service due to or become due on Road Bonds, together with interest thereon, as such tax anticipation notes become due. Funds otherwise on deposit in the Debt Service Fund, including funds in a sub-account created in respect of WSD Bonds, will not be allocated to the payment of the Bonds. Record Date The record date for payment of the interest on any regularly scheduled interest payment date is defined as the 15th day of the month (whether or not a business day) preceding such interest payment date. Redemption Provisions The District reserves the right, at its option, to redeem the Bonds maturing on and after September 1, 2031, prior to their scheduled maturities, in whole or from time to time in part, in integral multiples of $5,000, on September 1, 2030, or any date thereafter, at a price equal to the principal amount thereof plus accrued interest thereon to the date fixed for redemption. If fewer than all of the Bonds are to be redeemed, the particular maturity or maturities and the amounts thereof to be redeemed shall be determined by the District. If fewer than all of the Bonds of the same maturity are to be redeemed, the particular Bonds shall be selected by DTC in accordance with its procedures. See “BOOK-ENTRY-ONLY SYSTEM.” Notice of each exercise of the reserved right of optional redemption shall be given by the Paying Agent/Registrar at least thirty (30) calendar days prior to the redemption date, in the manner specified in the Bond Order. By the redemption date, due provision shall be made with the Paying Agent/Registrar for payment of the principal of the Bonds or portions thereof to be redeemed, plus accrued interest to the redemption date. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem the same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Registered Owners to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. Method of Payment of Principal and Interest The Board has appointed The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas, as the initial Paying Agent/Registrar for the Bonds. The principal of and interest on the Bonds shall be paid to DTC, which will make distribution of the amounts so paid. See “BOOK-ENTRY-ONLY SYSTEM.” Page 149 of 337 9 Registration Section 149(a) of the Internal Revenue Code of 1986, as amended, requires that all tax-exempt obligations (with certain exceptions that do not include the Bonds) be in registered form in order for the interest payable on such obligations to be excludable from a Beneficial Owner's income for federal income tax purposes. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. pursuant to the Book-Entry-Only System described herein. One fully-registered Bond will be issued for each maturity of the Bonds and will be deposited with DTC. See “BOOK- ENTRY-ONLY SYSTEM.” So long as any Bonds remain outstanding, the District will maintain at least one paying agent/registrar in the State of Texas for the purpose of maintaining the Register on behalf of the District. Replacement of Paying Agent/Registrar Provision is made in the Bond Order for replacement of the Paying Agent/Registrar. If the Paying Agent/Registrar is replaced by the District, the new paying agent/registrar shall be required to accept the previous Paying Agent/Registrar's records and act in the same capacity as the previous Paying Agent/Registrar. Any paying agent/registrar selected by the District shall be a duly qualified and competent trust or banking corporation or organization organized and doing business under the laws of the United States of America or of any State thereof, with a combined capital and surplus of at least $25,000,000, which is subject to supervision of or examination by federal or state banking authorities, and which is a transfer agent duly registered with the United States Securities and Exchange Commission. Legal Investment and Eligibility to Secure Public Funds in Texas The following is quoted from Section 49.186 of the Texas Water Code, and is applicable to the District: “(a) All bonds, notes, and other obligations issued by a district shall be legal and authorized investments for all banks, trust companies, building and loan associations, savings and loan associations, insurance companies of all kinds and types, fiduciaries, and trustees, and for all interest and sinking funds and other public funds of the state, and all agencies, subdivisions, and instrumentalities of the state, including all counties, cities, towns, villages, school districts, and all other kinds and types of districts, public agencies, and bodies politic. (b) A district's bonds, notes, and other obligations are eligible and lawful security for all deposits of public funds of the state, and all agencies, subdivisions, and instrumentalities of the state, including all counties, cities, towns, villages, school districts, and all other kinds and types of districts, public agencies, and bodies politic, to the extent of the market value of the bonds, notes, and other obligations when accompanied by any unmatured interest coupons attached to them.” The Public Funds Collateral Act (Chapter 2257, Texas Government Code) also provides that bonds of the District (including the Bonds) are eligible as collateral for public funds. No representation is made that the Bonds will be suitable for or acceptable to financial or public entities for investment or collateral purposes. No representation is made concerning other laws, rules, regulations or investment criteria which apply to or which might be utilized by any of such persons or entities to limit the acceptability or suitability of the Bonds for any of the foregoing purposes. Prospective purchasers are urged to carefully evaluate the investment quality of the Bonds as to the suitability or acceptability of the Bonds for investment or collateral purposes. Issuance of Additional Debt The District's voters have authorized the issuance of a total of $106,600,000 unlimited tax bonds for the purpose of acquiring or constructing road facilities and could authorize additional amounts. Following the issuance of the Bonds, the District will have $98,250,000 of unlimited tax bonds authorized but unissued for said improvements and facilities. The District's voters have also authorized the issuance of a total of $71,400,000 unlimited tax bonds for the purpose of acquiring or constructing water, sanitary sewer, and drainage facilities, and could authorize additional amounts. The District voters have authorized a total of $178,000,000 unlimited tax refunding bonds for the purpose of refunding outstanding bonds of the District and could authorize additional amounts. No bonds have been issued from said unlimited tax water, sanitary sewer, and drainage facilities authorization and unlimited tax refunding authorizations. The Bond Order imposes no limitation on the amount of additional parity bonds which may be authorized for issuance by the District's voters or the amount ultimately issued by the District. Page 150 of 337 10 Financing Road Facilities Pursuant to provisions of the Texas Constitution and the Act, as defined herein, the District is authorized to develop and finance with property taxes certain road facilities following a successful District election to approve the issuance of road bonds payable from taxes. At an election held within the District on November 3, 2015, voters of the District authorized a total of $106,600,000 in principal amount of unlimited tax bonds for acquiring and constructing road facilities. The Bonds are the fourth series of bonds issued from said authorization. After issuance of the Bonds, the District will have $98,250,000 principal amount of unlimited tax bonds for acquiring or constructing road facilities authorized but unissued for said improvements and facilities. See “—Issuance of Additional Debt” herein and “RISK FACTORS – Future Debt.” Issuance of additional bonds for road facilities may dilute the security for the Bonds. Financing Recreational Facilities The District is authorized to finance, operate, maintain and construct certain recreational facilities; provided, however, the District may not issue bonds payable from ad valorem taxes for said recreational facilities. Abolishment Under Texas law, the District may be abolished and dissolved by the City without the District's consent; provided, however, the City’s right to dissolve the District is limited by the terms set forth in the Utility Agreement. See “UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CTIY OF COLLEGE STATION.” If the District is abolished, the City will assume the District's assets and obligations (including the Bonds) and abolish the District within ninety (90) days thereafter. Prior to abolishment and dissolution by the City, the District shall have the opportunity to discharge any obligations of the District by selling its bonds or by causing the City to sell bonds of the City in an amount necessary to discharge such obligations. Abolishment of the District by the City is a policymaking matter within the discretion of the Mayor and the City Council of the City, and, therefore, the District makes no representation that abolishment will or will not occur. Moreover, no representation is made concerning the ability of the City of College Station to make debt service payments should abolishment occur. Remedies in Event of Default If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Bond Order, or defaults in the observance or performance of any other covenants, conditions, or obligations set forth in the Bond Order, the Registered Owners have the right to seek a writ of mandamus issued by a court of competent jurisdiction requiring the District and its officials to observe and perform the covenants, obligations, or conditions prescribed in the Bond Order. Except for mandamus, the Bond Order does not specifically provide for remedies to protect and enforce the interests of the Registered Owners. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. Further, there is no trust indenture or trustee, and all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. Certain traditional legal remedies may also not be available. See “RISK FACTORS—Registered Owners' Remedies.” Defeasance The Bond Order provides that the District may discharge its obligations to the Registered Owners of any or all of the Bonds to pay principal, interest and redemption price thereon in any manner permitted by law. Under current Texas law, such discharge may be accomplished either (i) by depositing with the Comptroller of Public Accounts of the State of Texas a sum of money equal to the principal of, premium, if any, and all interest to accrue on the Bonds to maturity or redemption or (ii) by depositing with any place of payment (paying agent) for obligations of the District payable from revenues or from ad valorem taxes or both, or a commercial bank or trust company designated in the proceedings authorizing such discharge amounts sufficient to provide for the payment and/or redemption of the Bonds; provided that such deposits may be invested and reinvested only in (a) direct noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the District adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the District adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. The foregoing obligations may be in book entry form and shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment and/or redemption of the Bonds. If any of such Bonds are to be redeemed prior to their respective dates of maturity, provision must have been made for giving notice of redemption as provided in the Bond Order. Page 151 of 337 11 Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding or unpaid. After firm banking and financial arrangements for the discharge and final payment or redemption of the Bonds have been made as described above, all rights of the District to initiate proceedings to call the Bonds for redemption or take any other action amending the terms of the Bonds are extinguished; provided, however, that the right to call the Bonds for redemption is not extinguished if the District: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements; and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Bonds. Because the Bond Order does not contractually limit such investments, Registered Owners may be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under Texas law. BOOK-ENTRY-ONLY SYSTEM This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and credited by The Depository Trust Company, New York, New York, (“DTC”) while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book- Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The District and the Financial Advisor believe the source of such information to be reliable, but neither of the District or the Financial Advisor take any responsibility for the accuracy or completeness thereof. The District cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered Bonds registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a rating of “AA+” from S&P Global Ratings. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. Page 152 of 337 12 To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). All payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the District or the Paying Agent/Registrar, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Bonds held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Paying Agent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the District or the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the District believes to be reliable, but neither the District nor the Underwriters take any responsibility for the accuracy thereof. THE DISTRICT General The District is a municipal management district created in 2013 by a special act of the 83rd Texas Legislature, House Bill 3874, Regular Session, codified as Chapter 3909, Texas Special District Local Laws Code (the “Act”) pursuant to Sections 52 and 52-a, Article III, and Section 59, Article XVI, of the Texas Constitution, and operates under the provisions of the Act, Chapter 49, Texas Water Code, as amended, Chapter 375, Texas Local Government Code, as amended, and other general statutes of Texas applicable to municipal management districts. The District contains approximately 300 acres of land and is located on the east side of Texas State Highway 6 (the “SH 6”) between Rock Prairie Road and William D. Fitch Parkway, which is approximately 5 miles south of the central business district of the City. The District lies entirely within the corporate limits of the City and within the boundaries of the College Station Independent School District. See “AERIAL PHOTOGRAPH.” The District is subject to the continuing supervisory jurisdiction of the Texas Commission on Environmental Quality (“TCEQ”). The District is empowered, among other things, to finance, purchase, construct, operate and maintain all works, improvements, facilities and plants necessary for the supply and distribution of water; the collection, transportation, and treatment of wastewater; and the control and diversion of storm water. The District is also empowered to construct and finance certain road facilities. The District may issue bonds and other forms of indebtedness to purchase or construct all of such facilities. The District may also provide solid waste disposal and collection services. Additionally, the District is empowered to finance operate, maintain and construct recreational facilities, but may not issue bonds payable from ad valorem taxes therefor. See “THE BONDS-Issuance of Additional Debt” and “-Financing Road Facilities.” Page 153 of 337 13 The TCEQ exercises continuing supervisory jurisdiction over the District with respect to water, wastewater and drainage projects. The District is required to observe certain requirements of the City which, along with Texas law, limit the purposes for which the District may sell bonds for the acquisition, construction, and improvement of facilities and the refunding of outstanding debt obligations; limit the net effective interest rate on such bonds and other terms of such bonds; and require certain public facilities to be designed in accordance with applicable City standards. Construction and operation of the District's facilities are subject to the regulatory jurisdiction of additional government agencies. See “UTLILTY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION.” Land Use ______________ (a) Lots currently under construction with expected completion in the summer of 2024 (b) A 264-unit apartment complex completed construction and opened in February 2023. Status of Development Water, sewer and drainage facilities, as well as roads, are complete to serve Midtown Reserve Subdivision (approximately 89 acres developed into 454 single family residential lots). Home construction began in 2019 and, as of January 19, 2024, the District consisted of 332 completed and occupied homes, 22 completed and unoccupied homes, 24 homes under construction, 1 model home, 75 vacant developed lots. Additionally, there are 99 lots currently under construction on approximately 15 acres with expected completion in the Summer of 2024. Homebuilding in the District is currently being conducted by DR Horton. New homes in the District range in price from $278,000 to $399,900. Utility trunk facilities and roads have also been constructed to serve 95 acres of commercial and multi-family development within the District. Commercial development to date includes an office park located on approximately 11 acres, Accel at College Station, a 116-bed transitional care and rehabilitation facility located on approximately 8 acres, and Nine 50 Town Lake at Midtown, a 264- unit apartment complex located on approximately 14 acres which opened in February 2023. See “TAX DATA—Principal Taxpayers.” The remaining 62 acres of commercial and multi-family reserves do not have vertical construction. The balance of the District consists of approximately 20 undeveloped but developable acres and approximately 81 undevelopable acres of easements, parks and rights-of-way. Future Development Approximately 20 developable acres of land in the District are not yet fully served with the water, sanitary sewer, drainage, storm sewer or road facilities necessary for the construction of taxable improvements. While the Developers anticipate future development of this acreage as business conditions warrant, there can be no assurances if and when any of such undeveloped land will ultimately be developed. The District anticipates issuing additional bonds to accomplish full development of the District. See "RISK FACTORS—Possible Impact on District Tax Rates." The Engineer has stated that under current development plans, the remaining authorized but unissued bonds ($98,250,000 principal amount for road facilities and $71,400,000 principal amount for water, sanitary sewer, drainage facilities) should be sufficient to finance the construction of water, sanitary sewer, drainage and road facilities required for full development of the District. Single-Family Residential Lots Midtown Reserve Subdivision: Phase 100…………………………………………………..……………… 526 Phase 102…………………………………………………..……………… 962 Phase 104…………………………………………………..……………… 536 Phase 105…………………………………………………..……………… 10 69 Phase 106…………………………………………………..……………… 750 Phase 107…………………………………………………..……………… 848 Phase 200…………………………………………………..……………… 949 Phase 201…………………………………………………..……………… 755 Phase 601…………………………………………………..……………… 714 Phase 404A …………………………………………………..…………… 21 Phase 109 &112…………………………………………………………… 20 44 Phase 110 (a)……………………………………………………………… 12 78 Phase 111 (a)……………………………………………………………… 321 Subtotal…………………………...………………………………… 104 553 Developed Commercial (Office Park and Rehab Center)……………… 19 --- Commercial Reserves served with Trunk Utilites (no vertical) 62 --- Multi-family Reserves (b)…………………………………………………… 14 --- Remaining Developable Acreage …………………………………………… 20 --- Non-Developable (Easements, Parks and Rights-of-way)……………… 81 --- Total 300 553 Approximate Acres Page 154 of 337 14 UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION The District operates pursuant to a Utility and Road Agreement between the City and the District, dated as of February 17, 2015 (the “Utility Agreement”). Pursuant to the Utility Agreement, the District assumed responsibility for acquiring and constructing for the benefit of the City, the water distribution, wastewater collection, storm water, and road facilities, to serve development occurring within the boundaries of the District (the “Facilities”). The District has agreed to convey, and the City has agreed to accept, the Facilities, except for stormwater detention facilities and recreational facilities, for operation and maintenance at the sole cost of the City in consideration for the District’s financing, acquisition and construction of the Facilities. It is the City’s obligation to set rates and charges for the use of the Facilities and to bill and collect such rates and charges from customers of the Facilities. The City agrees to charge residents of the District equal and uniform water and wastewater rates as those users of similar classifications in non-municipal utility district areas of the City. All revenues from the Facilities belong exclusively to the City. The Utility Agreement provides that the Facilities shall be designed and constructed in accordance with the City’s requirements and criteria. The City agrees to provide the District with its ultimate requirements for water supply capacity and wastewater treatment capacity without capital charges of any kind. The City has covenanted to maintain the Facilities, or cause the Facilities to be maintained, in good condition and working order and to operate the same, or cause the same, to be operated in an efficient and economical manner at a reasonable cost and in accordance with sound business principles. The City has also covenanted to comply with all contractual provisions and agreements entered into by it and with all valid rules, regulations, directions or orders by any governmental or judicial body promulgating the same. Under the Utility Agreement, the District is authorized to issue bonds to finance the construction and acquisition of the Facilities. The Bonds must be approved by the City to the extent that such issuance complies with the City’s policy related to municipal management districts. The District is authorized by the Act to construct, maintain and finance recreational facilities with the use of any available funds, and the City has consented to the use of any available funds for such purposes in Resolution No. 07-09-15-02 dated July 9, 2015 as amended by Resolution No. 03-11-21-3.8 dated March 11, 2021. Pursuant to an Interlocal Agreement between the District and the City dated March 11, 2021, the neighborhood park(s) and/or community park(s) within the District will be dedicated to the City per the City’s Unified Development Ordinance, but operated and maintained by the District. Pursuant to the Utility Agreement, said recreational facilities will not be conveyed to the City. The City’s right to dissolve the District is restricted under the Utility Agreement. Under the terms of the Utility Agreement, the City agrees that it will not dissolve the District until the Infrastructure and Economic Development Agreement between the City and CSTC, and as partially assigned to the District and CSDR, has expired or has been terminated. The City has also agreed to afford the District the opportunity to discharge any remaining District obligations under any existing Utility Development Agreement with a developer in the District by authorizing the sale of bonds during a dissolution transition period or selling bonds of the City in an amount adequate to discharge the District’s obligations. Page 155 of 337 15 MANAGEMENT OF THE DISTRICT Board of Directors The District is governed by the Board of Directors, consisting of five directors, which has control over and management supervision of all affairs of the District. Directors serve staggered four-year terms and are appointed by the City based on nominations from the Board. All of the directors are qualified to serve the District. The Directors of the District are listed below: The District has no full-time employees but instead contracts with the entities described below for professional services: Tax Assessor/Collector Land and improvements in the District are being appraised for taxation by the Brazos Central Appraisal District. The District contracts with B&A Municipal Tax Service, LLC to act as Tax Assessor/Collector for the District. Bookkeeper The District contracts with Municipal Accounts & Consulting, L.P. (the “Bookkeeper”) for bookkeeping services for the District. Engineer The consulting engineers for the District in connection with the design and construction of the District’s facilities are EHRA Engineering and Schultz Engineering, LLC (collectively, the “Engineer”). Auditor The District retains an independent auditor to audit the District’s financial statements annually, which if required by the Texas Water Code, are filed with the Commission. The financial statements of the District, as of May 31, 2023, and for the fiscal year then ended, included in this official statement, have been audited by FORVIS, LLP, independent auditors, as stated in their report appearing herein. See “APPENDIX A” for a copy of the District’s May 31, 2023 audited financial statements. Bond Counsel and General Counsel Schwartz, Page & Harding, L.L.P. (“Bond Counsel”) serves as bond counsel to the District. The fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds is contingent upon the sale and delivery of the Bonds. In addition, Schwartz, Page & Harding, L.L.P. serves as general counsel to the District on matters other than the issuance of bonds. Disclosure Counsel The District has engaged McCall, Parkhurst & Horton L.L.P. as disclosure counsel (“Disclosure Counsel”). The fees paid to Disclosure Counsel in connection with the issuance of the Bonds are contingent upon the sale and delivery of the Bonds. Financial Advisor Masterson Advisors LLC (the “Financial Advisor”) serves as financial advisor to the District. The fee to be paid the Financial Advisor is contingent upon the sale and delivery of the Bonds. Name Title Term Expires Uri Geva President June 2027 Hays Glover Vice President June 2027 Mark Lindemulder Secretary June 2027 Logan Lee Assistant Vice President June 2025 Samuel Kerbel Assistant Secretary June 2025 Page 156 of 337 16 THE DEVELOPERS Role of a Developer In general, the activities of a landowner or developer in a district such as the District include designing the project, defining a marketing program and setting building schedules; securing necessary governmental approvals and permits for development; arranging for the construction of roads and the installation of utilities; and selling or leasing improved tracts or commercial reserves to other developer or third parties. A developer is under no obligation to a district to undertake development activities according to any particular plan or schedule. Furthermore, there is no restriction on a developer’s right to sell any or all of the land which the developer owns within a district. In addition, the developer is ordinarily the major taxpayer within the district during the early stages of development. The relative success or failure of a developer to perform in the above-described capacities may affect the ability of a district to collect sufficient taxes to pay debt service and retire bonds. Prospective purchasers of the Bonds should note that the prior real estate experience of the Developers should not be construed as an indication that further development within the District will occur, or that construction of taxable improvements upon property within the District will occur, or that marketing or leasing of taxable improvements constructed upon property within the District will be successful. Circumstances surrounding development within the District may differ from circumstances surrounding development of other land in several respects, including the existence of different economic conditions, financial arrangements, homebuilders, geographic location, market conditions, and regulatory climate. No representation is made as to the relative success of any of the projects mentioned above, and no assurance as to the future performance of the Developer should be inferred. Prospective purchasers are urged to inspect the District in order to acquaint themselves with the nature of the Developer’s business activities. See “RISK FACTORS – Dependence on Principal Taxpayers.” The Developers Approximately 120 acres within the District is being developed as Midtown City Center by College Station Town Center, Inc., a Texas corporation (“CSTC”), which was formed for the sole purpose of developing its land in the District. Its only substantial asset consists of land in the District. James Murr is the President of CSTC and an owner of a portion of CSTC. Currently, CSTC owns approximately 78 acres of land within the District, all of which is served with trunk utilities and has no vertical improvements. Approximately 142 acres of land within the District is being developed as Midtown Reserve for single family purposes by College Station Downtown Residential LLC (“CSDR”), a Texas limited liability company, which was formed for the sole purpose of developing its land in the District. Its only substantial asset consists of land in the District. James Murr is a director of DM-CSDR Inc., which is a member of CSDR. Currently, CSDR owns approximately 95 acres within the District, all of which is served with trunk utilities and has no vertical improvements. Acquisition and Development Financing To obtain land acquisition and development financing for the land it owns within the District, CSTC entered into a loan agreement with Crockett National Bank, which has been refinanced with a Loan from VeraBank, N.A.. Pursuant to such loan agreement with VeraBank, N.A., CSTC may obtain advances for the installation of roads and utilities within the District in an amount not to exceed $10,200,000 in the aggregate. Advances under such loan agreement are subject to a deed of trust on CSTC’s land within the District and are guaranteed by its principals. Pursuant to such loan agreement, the note payable to VeraBank, N.A. has a maturity date of September 9, 2024. As of January 1, 2024, the outstanding balance on the note was $8,178,981. The owners of CSTC have also financed a portion of the acquisition and development cost. To obtain land acquisition and development financing for the single-family residential land, CSDR entered into a loan agreement with The Bank and Trust. The loan with The Bank and Trust has been paid off and no other debt is in place at this time. THE ROADS Bond proceeds will be used to finance a portion of the construction and paving of streets for Midtown Reserve Phase 201 and Midtown Reserve Phase 105 and other road facilities to serve Midtown Reserve within the District. All roadways are designed and constructed in accordance with the City and County standards, rules, and regulations. Upon completion of construction, the District will convey the road facilities to the City for operation and maintenance, as described in the Utility Agreement. The roads within the District lie within the public right-of-way. In addition to the roadway, public utilities such as underground water, sewer and drainage facilities are located within the right-of-way. The right-of-way is also shared by streetlights, sidewalks, and franchise utilities (including power, gas, telephone, fiber, and cable). Page 157 of 337 17 USE AND DISTRIBUTION OF BOND PROCEEDS The estimated use and distribution of Bond proceeds is shown below. Of proceeds to be received from sale of the Bonds, $1,127,483 is estimated for construction costs, $338,577 is estimated for non-construction costs, and $133,940 is estimated for issuance costs and fees. The actual amounts to be reimbursed by the District and the non-construction costs will be finalized after the sale of the Bonds and completion of agreed-upon procedures by the District’s auditor. The surplus funds, if any, may be expended for any lawful purpose for which surplus construction funds may be used, limited, however, to the purposes for which the Bonds were issued. In the instance that estimated amounts exceed actual costs, the difference comprises a surplus which may be expended for authorized purposes. Future Debt The Developers have financed the cost of creation of the District and the land, engineering and construction costs of underground utilities and roads to serve the District, as well as certain other District improvements. After reimbursement from proceeds of the sale of the Bonds, the Developers will have expended approximately $15,361,000 (as of January 1, 2024) for design, construction and acquisition of water, sanitary sewer, and drainage facilities and roadways not yet reimbursed. It is anticipated that proceeds from future issues of District bonds will be used, in part, to reimburse the Developers for these costs to the extent allowed by the TCEQ, including payments to the City for the right to use additional capacity in the City’s water supply and wastewater treatment facilities, if applicable. The District contains approximately 20 acres of developable land not presently served with water distribution, wastewater collection and storm drainage facilities or roads. It is anticipated that additional bonds will be issued to finance the construction of these facilities to serve this undeveloped acreage. The District can make no representation that any additional development will occur within the District. The Engineer has stated that the District’s authorized but unissued bonds will be adequate, under present land use projections, to finance such improvements. UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED ______________ (a) Includes the Bonds. CONSTRUCTION RELATED COSTS Road Construction Costs……………………………………………………………0 1,127,483$ * Total Construction Related Costs………………………………………………….…*1,127,483$ * NON-CONSTRUCTION COSTS Underwriter's Discount (estimated at 3%) ………………………………………… 48,000$ Capitalized Interest (estimated 12 months at 5.00%) …………………………… 80,000 Developer Interest……………………………………………………………….…… 210,577 Total Non-Construction Related Costs……………………………………………… 338,577$ ISSUANCE COSTS AND FEES Issuance Costs and Professional Fees…………………………………………… 132,340$ State Regulatory Fees……………………………………………………….……… 1,600 Total Issuance Costs and Fees……………………………………………………… 133,940$ TOTAL BOND ISSUE 1,600,000$ Date of Amount Issued Amount Authorization Purpose Authorized to Date Unissued 11/3/2015 Roads 106,600,000$ 8,350,000$ (a) 98,250,000$ 11/3/2015 Roads Refunding 106,600,000$ -$ 106,600,000$ 11/3/2015 Water, Sanitary Sewer, 71,400,000$ -$ 71,400,000$ and Drainage Facilities 11/3/2015 Water, Sanitary Sewer, 71,400,000$ -$ 71,400,000$ and Drainage Facilities Refunding Page 158 of 337 18 FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED) 2023 Certified Taxable Assessed Valuation .................................................................................................... $129,122,850 (a) Estimated Taxable Assessed Valuation as of December 15, 2023 .................................................................... $165,642,780 (b) Gross Direct Debt Outstanding (the Bonds and the Outstanding Bonds) ........................................................... $8,220,000 Ratios of Gross Direct Debt to: 2023 Certified Taxable Assessed Valuation .........................................................................................................6.37% Estimated Taxable Assessed Valuation as of December 15, 2023 .........................................................................4.96% Area of District: Approximately 300 acres Estimated 2024 Population: 1,690(c) ______________ (a) As certified by the Brazos Central Appraisal District (the “Appraisal District”). See “TAXING PROCEDURES.” (b) Provided by the Appraisal District for informational purposes only. Such amounts reflect an estimate of the taxable appraised value within the District on December 15, 2023. No tax will be levied on such amount. Taxes are levied on taxable value certified by the Appraisal District as of January 1 of each year. See “TAXING PROCEDURES.” (c) Based on 3.5 persons per occupied single-family residence and 2 persons per occupied multi-family residence. Cash and Investment Balances (unaudited as of February 8, 2024) Operating Fund Cash and Temporary Investments $ 0 (a) Road Debt Service Fund Cash and Temporary Investments $255,695 (b) Road Capital Projects Fund Cash and Temporary Investments $0 __________________ (a) See “RISK FACTORS—Operating Funds.” (b) The District will capitalize twelve (12) months of interest on the Bonds, which will be deposited to the Road Bond Sub-Account within the District’s Debt Service Fund. Neither Texas law nor the Bond Order requires the District to maintain any minimum balance in the Debt Service Funds. See “USE AND DISTRIBUTION OF BOND PROCEEDS.” Investments of the District The District has adopted an Investment Policy as required by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended. The District's goal is to preserve principal and maintain liquidity while securing a competitive yield on its portfolio. Funds of the District will be invested in short term U.S. Treasuries, certificates of deposit insured by the Federal Deposit Insurance Corporation (“FDIC”) or secured by collateral evidenced by perfected safekeeping receipts held by a third-party bank, and public funds investment pools rated in the highest rating category by a nationally recognized rating service. The District does not currently own, nor does it anticipate owning, long term securities or derivative products in the District’s investment portfolio. Outstanding Bonds (as of February 1, 2024) __________________ (a) Unlimited tax road bonds. Original Outstanding Principal Bonds Series Amount 2/1/2024 2021 (a) 2,500,000$ 2,370,000$ 2022 (a) 2,500,000 2,500,000 2023 (a) 1,750,000 1,750,000 Total 6,750,000$ 6,620,000$ Page 159 of 337 19 ESTIMATED OVERLAPPING DEBT STATEMENT Estimated Overlapping Debt Other governmental entities whose boundaries overlap the District have outstanding bonds payable from ad valorem taxes. The following statement of direct and estimated overlapping ad valorem tax debt was developed from information contained in “Texas Municipal Reports” published by the Municipal Advisory Council of Texas or other publicly available information. Except for the amount relating to the District, the District has not independently verified the accuracy or completeness of such information, and no person is entitled to rely upon such information as being accurate or complete. Political subdivisions overlapping the District are authorized by Texas law to levy and collect ad valorem taxes for operation, maintenance, and/or general revenue purposes in addition to taxes for payment of their debt, and some are presently levying and collecting such taxes. ______________ (a) Includes the Bonds and the Outstanding Bonds. Overlapping Taxes for 2023 Property within the District is subject to taxation by several taxing authorities in addition to the District. On January 1 of each year a tax lien attaches to property to secure the payment of all taxes, penalties and interest imposed on such property. The lien exists in favor of each taxing unit, including the District, having the power to tax the property. The District's tax lien is on a parity with tax liens of taxing authorities shown below. In addition to ad valorem taxes required to pay debt service on bonded debt of the District and other taxing authorities, certain taxing jurisdictions, including the District, are also authorized by Texas law to assess, levy and collect ad valorem taxes for operation, maintenance, administrative and/or general revenue purposes. Set forth below are all of the taxes levied for the 2023 tax year by all taxing jurisdictions overlapping the District and the 2023 tax rate of the District. No recognition is given to local assessments for civic association dues, fire department contributions, solid waste disposal charges or any other levy of entities other than political subdivisions. Outstanding Taxing Jurisdiction Bonds As of Percent Amount Brazos County……………………………………………… 97,045,000$ 12/31/2023 0.43% 417,294$ College Station ISD……………………………………… 324,710,000 12/31/2023 0.94% 3,036,039 City of College Station…………………………………… 435,360,000 12/31/2023 0.91% 3,953,069 Total Estimated Overlapping Debt…………………….. 7,406,401$ The District……………………………………………. 8,220,000 (a) Current 100.00% 8,220,000 Total Direct and Estimated Overlapping Debt………. 15,626,401$ Ratio of Estimated Direct and Overlapping Debt to 2023 Certified Taxable Assessed Valuation …………………………12.10% Ratio of Estimated Direct and Overlapping Debt to Estimated Taxable Assessed Valuation as of December 15, 2023…9.43% Overlapping 2023 Tax Rate per $100 of Taxable Assessed Valuation Brazos County……………………………………...…………… 0.409700$ College Station ISD…………………………………………… 0.962200 City of College Station………………………………………… 0.513086 Total Overlapping Tax Rate…………………………………… 1.884986$ The District……………………………………………………… 0.500000 Total Tax Rate…………………………………………………… 2.384986$ Page 160 of 337 20 TAX DATA Debt Service Tax The Board covenants in the Bond Order to levy and assess, for each year that all or any part of the Bonds remain outstanding and unpaid, a tax adequate to provide funds to pay the principal of and interest on the Bonds and the Outstanding Bonds. For tax year 2023, the District has levied a tax rate of $0.32 for debt service. See “Tax Rate Distribution” and “Tax Roll Information” below, and “TAXING PROCEDURES” and “RISK FACTORS—Factors Affecting Taxable Values and Tax Payment.” Maintenance and Operations Tax The Board has the statutory authority to levy and collect an annual ad valorem tax for the operation and maintenance of the District, if such a maintenance tax is authorized by the District’s voters. A maintenance tax election was held on November 3, 2015, and voters of the District authorized, among other things, the Board to levy a maintenance tax at a rate not to exceed $1.00 per $100 assessed valuation for general operations and maintenance costs. The District levied a $0.18 maintenance and operations tax rate for 2023. A maintenance tax is in addition to taxes which the District is authorized to levy for paying principal of and interest on the Bonds. See “Debt Service Tax” above. Tax Rate Distribution Historical Tax Collections The following statement of tax collections sets forth in condensed form the historical tax collection experience of the District. This summary has been prepared for inclusion herein, based upon information from District records. Reference is made to such records for further and more complete information. ______________ (a) In process of collections. Taxes for 2023 are due by January 31, 2024. Taxes are due upon receipt of bill therefor and become delinquent after January 31 of the following year or 30 days after the date billed, whichever is later, or, if billed after January 10, they are delinquent on the first day of the month next following the 21st day after such taxes are billed. No split payments are allowed, and no discounts are allowed. 2023 2022 2021 2020 2019 Debt Service 0.320$ 0.380$ 0.330$ -$ -$ Maintenance and Operations 0.180 0.120 0.170 0.500 0.500 Total 0.500$ 0.500$ 0.500$ 0.500$ 0.500$ Certified Tax Taxable Assessed Tax Total Year Valuation Rate Tax Levy Amount Percent 2018 9,892,250$ 0.500$ 49,461$ 49,461$ 100.00% 2019 14,659,986 0.500 73,300 73,300 100.00% 2020 23,533,362 0.500 117,667 117,667 100.00% 2021 43,391,211 0.500 216,956 216,956 100.00% 2022 72,781,528 0.500 363,908 361,828 99.43% 2023 129,122,850 0.500 645,614 587,064 90.93% Total Collections as of January 31, 2024 Page 161 of 337 21 Principal Taxpayers The following table represents the principal taxpayers, the type of property, the certified taxable assessed value of such property and such property's certified assessed value as a percentage of the 2023 Certified Taxable Assessed Valuation of $129,122,850, which represents ownership as of January 1, 2023. A principal taxpayer list related to the Estimated Taxable Assessed Valuation as of December 15, 2023 of $165,642,780 is not available. _______________ (a) Nine 50 Town Lake at Midtown apartment complex. (b) Accel at College Station Transitional Care and Rehabilitation Center. (c) See “THE DEVELOPERS.” (d) d/b/a DR Horton. Tax Roll Information The District's assessed value as of January 1 of each year is used by the District in establishing its tax rate. See “TAXING PROCEDURES—Valuation of Property for Taxation”. The following represents the composition of certified property comprising the 2021 through 2023 Certified Taxable Assessed Valuations. Differences in value from other information herein are due to differences in dates of information provided. A breakdown of the Estimated Taxable Assessed Valuation as of December 15, 2023 is not available. % of 2023 Certified 2023 Certified Taxable Assessed Taxable Assessed Taxpayer Type of Property Valuation Valuation CS Midtown Holdings LP (a) Land & Improvements 19,607,091$ 15.18% LOA Brazos NH LLC (b) Land & Improvements 8,101,462 6.27% College Station Town Center Inc. (c) Land & Improvements 4,426,640 3.43% College Station Downtown Residential LLC (c) Land 3,985,003 3.09% Continental Homes of Texas LP (d) Land & Improvements 2,619,537 2.03% Midtown Adventures LLC Land & Improvements 2,299,908 1.78% Alamo College Station Residences LLC Land & Improvements 2,013,304 1.56% Individual Land & Improvements 1,807,014 1.40% 4121 Midtown Office Park LLC Land 1,607,115 1.24% SEC Brazos Investments LLC Land & Improvements 1,149,946 0.89% Total 47,617,020$ 36.88% 2023 2022 2021 Certified Taxable Certified Taxable Certified Taxable Valuation Valuation Valuation Land 41,264,867$ 28,351,427$ 25,709,367$ Improvements 90,792,084 45,885,345 17,711,363 Personal Property 140,373 120,621 608,274 Exemptions (3,074,474) (1,575,865) (637,793) Total Certified 129,122,850$ 72,781,528$ 43,391,211$ Uncertified Value - - - Total 129,122,850$ 72,781,528$ 43,391,211$ Page 162 of 337 22 Tax Adequacy for Debt Service The tax rate calculations set forth below are presented to indicate the tax rates per $100 of taxable assessed valuation which would be required to meet average annual and maximum debt service requirements if no growth in the District's tax base occurred beyond the 2023 Certified Taxable Assessed Valuation of $129,122,850 and the Estimated Taxable Assessed Valuation as of December 15, 2023 of $165,642,780. The calculations contained in the following table merely represent the tax rates required to pay principal and interest on the Bonds and the Outstanding Bonds when due, assuming no further increase or any decrease in taxable assessed values in the District, collection of ninety-five percent (95%) of taxes levied, the sale of no additional bonds, and no other funds available for the payment of debt service. See “RISK FACTORS—Factors Affecting Taxable Values and Tax Payments.” Average Annual Debt Service Requirement (2025-2050) .................................................................................... $504,280 $0.42 Tax Rate on 2023 Certified Taxable Assessed Valuation at 95% collections ........................................ $515,200 $0.33 Tax Rate on Estimated Taxable Assessed Valuation as of December 15, 2023 at 95% collections ...... $519,290 Maximum Annual Debt Service Requirement (2027) .......................................................................................... $546,688 $0.45 Tax Rate on 2023 Certified Taxable Assessed Valuation at 95% collections ........................................ $552,000 $0.35 Tax Rate on Estimated Taxable Assessed Valuation as of December 15, 2023 at 95% collections ...... $550,762 No representations or suggestions are made that the estimated values of land and improvements provided by the Appraisal District as of December 15, 2023, for the District will be certified as taxable value by the Appraisal District, and no person should rely upon such amounts or their inclusion herein as assurance of their attainment. See “TAXING PROCEDURES.” TAXING PROCEDURES Property Tax Code and County-Wide Appraisal District The Texas Tax Code (the “Property Tax Code”) requires, among other matters, county-wide appraisal and equalization of taxable property values and establishes in each county of the State of Texas a single appraisal district with the responsibility for recording and appraising property for all taxing units within a county and a single appraisal review board with the responsibility for reviewing and equalizing the values established by the appraisal district. The Brazos Central Appraisal District (the “Appraisal District”) has the responsibility for appraising property for all taxing units wholly within Brazos County, including the District. Such appraisal values are subject to review and change by the Brazos County Appraisal Review Board (the “Appraisal Review Board”). Under certain circumstances, taxpayers and taxing units (such as the District) may appeal the orders of the Appraisal Review Board by filing a petition for review in State district court. In such event, the value of the property in question will be determined by the court or by a jury if requested by any party. Absent any such appeal, the appraisal roll, as prepared by the Appraisal District and approved by the Appraisal Review Board, must be used by each taxing jurisdiction in establishing its tax roll and tax rate. The District is eligible, along with all other conservation and reclamation districts within Brazos County, to participate in the nomination of and vote for a member of the Board of Directors of the Appraisal District. Property Subject to Taxation by the District Except for certain exemptions provided by Texas law, all real property and tangible personal property in the District is subject to taxation by the District; however, it is expected that no effort will be made by the District to collect taxes on personal property other than on personal property rendered for taxation, business inventories and the property of privately owned utilities. Principal categories of exempt property include: property owned by the State of Texas or its political subdivisions if the property is used for public purposes; property exempt from ad valorem taxation by federal law; certain household goods, family supplies, and personal effects; farm products owned by the producer; all oil, gas and mineral interests owned by an institution of higher education; certain property owned by exclusively charitable organizations, youth development associations, religious organizations, and qualified schools; designated historical sites; solar and wind-powered energy devices; and most individually owned automobiles. In addition, the District may by its own action exempt residential homesteads of persons sixty-five (65) years or older or under a disability for purposes of payment of disability insurance benefits under the Federal Old-Age Survivors and Disability Insurance Act to the extent deemed advisable by the Board. The District would be required to call an election on such residential homestead exemption upon petition by at least twenty percent (20%) of the number of qualified voters who voted in the District's preceding election and would be required to offer such an exemption if a majority of voters approve it at such election. For the 2024 tax year, the District has not granted any such exemptions. The District must grant exemptions to disabled veterans or certain surviving dependents of disabled veterans, if requested, of between $5,000 and $12,000 of assessed valuation depending upon the disability rating of the veteran, if such rating is less than 100%. A veteran who receives a disability rating of 100% is entitled to an exemption for the full value of the veteran's residence homestead. Additionally, subject to certain conditions, the surviving spouse of a disabled veteran who is entitled to an exemption for the full value of the veteran's residence homestead is also entitled to an exemption from taxation of the total appraised value of the same property to which the disabled veteran's exemption applied. A partially disabled veteran or certain surviving spouses of partially disabled veterans are entitled to an exemption from taxation of a percentage of the appraised value of their residence homestead in an amount equal to the partially disabled veteran's disability rating if (i) the residence homestead was donated by a charitable organization at no cost to the disabled veteran or, (ii) the residence Page 163 of 337 23 was donated by a charitable organization at some cost to the disabled veteran if such cost is less than or equal to fifty percent (50%) of the total good faith estimate of the market value of the residence as of the date the donation is made. Also, the surviving spouse of a member of the armed forces or a first responder (as defined under Texas law), who was (i) killed in action, or (ii) fatally injured in the line of duty, is, subject to certain conditions, entitled to an exemption of the total appraised value of the surviving spouse's residence homestead, and subject to certain conditions, an exemption up to the same amount may be transferred to a subsequent residence homestead of the surviving spouse. A “Freeport Exemption” applies to goods, wares, merchandise, other tangible personal property and ores, other than oil, natural gas, and petroleum products (defined as liquid and gaseous materials immediately derived from refining oil or natural gas), and to aircraft or repair parts used by a certified air carrier acquired in or imported into Texas which are destined to be forwarded outside of Texas and which are detained in Texas for assembling, storing, manufacturing, processing or fabricating for less than 175 days. Although certain taxing units may take official action to tax such property in transit and negate such exemption, the District does not have such an option. A “Goods-in-Transit” Exemption is applicable to certain tangible personal property, as defined by the Property Tax Code, acquired in or imported into Texas for storage purposes and which is stored under a contract of bailment by a public warehouse operator at one or more public warehouse facilities in Texas that are not in any way owned or controlled by the owner of such property for the account of the person who acquired or imported such property. The exemption excludes oil, natural gas, petroleum products, aircraft and certain special inventory including dealer's motor vehicles, dealer's vessel and outboard motor vehicle, dealer's heavy equipment and retail manufactured housing inventory. The exemption applies to covered property if it is acquired in or imported into Texas for assembling, storing, manufacturing, processing, or fabricating purposes and is subsequently forwarded to another location inside or outside of Texas not later than 175 days after acquisition or importation. A property owner who receives the Goods-in-Transit Exemption is not eligible to receive the Freeport Exemption for the same property. Local taxing units such as the District may, by official action and after public hearing, tax goods-in-transit personal property. A taxing unit must exercise its option to tax goods-in-transit property before January 1 of the first tax year in which it proposes to tax the property at the time and in the manner prescribed by applicable law. However, taxing units who took official action as allowed by prior law before October 1, 2011, to tax goods-in-transit property, and who pledged such taxes for the payment of debt, may continue to impose taxes against the goods-in-transit property until the debt is discharged without further action, if cessation of the imposition would impair the obligations of the contract by which the debt was created. The District has not exercised its option to tax goods-in-transit personal property but may choose to do so in the future. General Residential Homestead Exemption Texas law authorizes the governing body of each political subdivision in the State of Texas to exempt up to twenty percent (20%) of the appraised value of residential homesteads, but not less than $5,000 if any exemption is granted, from ad valorem taxation. The law provides, however, that where ad valorem taxes have previously been pledged for the payment of debt, the governing body of a political subdivision may continue to levy and collect taxes against the exempt value of the homesteads until the debt is discharged, if the cessation of the levy would impair the obligations of the contract by which the debt was created. For the 2024 tax year, the District has not granted a general residential homestead exemption. Valuation of Property for Taxation Generally, property in the District must be appraised by the Appraisal District at market value as of January 1 of each year. Assessments under the Property Tax Code are to be based upon one hundred percent (100%) of market value. The appraised value of residential homestead property may be limited to the lesser of the market value of the property, or the sum of the appraised value of the property for the last year in which it was appraised, plus ten percent (10%) of such appraised value multiplied by the number of years since the last appraisal, plus the market value of all new improvements to the property. Once an appraisal roll is prepared and approved by the Appraisal Review Board, it is used by the District in establishing its tax rate. The Property Tax Code requires the Appraisal District to implement a plan for periodic reappraisal of property to update appraised values. The plan must provide for appraisal of all real property by the Appraisal District at least once every three (3) years. It is not known what frequency of reappraisal will be utilized by the Appraisal District or whether reappraisals will be conducted on a zone or county- wide basis. The Property Tax Code provides for a temporary exemption from ad valorem taxation of a portion of the appraised value of certain property that is at least 15% damaged by a disaster and located within an area declared to be a disaster area by the governor of the State of Texas. This temporary exemption is automatic if the disaster is declared prior to a taxing unit, such as the District, adopting its tax rate for the tax year. A taxing unit, such as the District, may authorize the exemption at its discretion if the disaster is declared after the taxing unit has adopted its tax rate for the tax year. The amount of the exemption is based on the percentage of damage and is prorated based on the date of the disaster. Upon receipt of an application submitted within the eligible timeframe by a person who qualifies for a temporary exemption under the Property Tax Code, the Appraisal District is required to complete a damage assessment and assign a damage assessment rating to determine the amount of the exemption. The temporary exemption amounts established in the Property Tax Code range from 15% for property less than 30% damaged to 100% for property that is a total loss. Any such temporary exemption granted for disaster-damaged property expires on January 1 of the first year in which the property is reappraised. Page 164 of 337 24 District and Taxpayer Remedies Under certain circumstances, taxpayers and taxing units, including the District, may appeal orders of the Appraisal Review Board by filing a petition for review in district court within forty-five (45) days after notice is received that a final order has been entered. In such event, the property value in question may be determined by the court, or by a jury, if requested by any party. Additionally, taxing units may bring suit against the Appraisal District to comply with the Property Tax Code. The District may challenge the exclusion of property from the appraisal rolls or the grant, in whole or in part, of an exemption. Texas law provides for notice and hearing procedures prior to the adoption of an ad valorem tax rate by the District. Additionally, under certain circumstances, an election would be required to determine whether to approve the adopted total tax rate. See “TAXING PROCEDURES—Rollback of Operations and Maintenance Tax Rate.” The Property Tax Code also establishes a procedure for notice to property owners of reappraisals reflecting increased property values, appraisals that are higher than renditions and appraisals of property not previously on an appraisal roll. Agricultural, Open Space, Timberland and Inventory Deferment The Property Tax Code permits land designated for agricultural use (including wildlife management), open space, or timberland to be appraised at its value based on the land's capacity to produce agriculture or timber products rather than at its fair market value. The Property Tax Code permits, under certain circumstances, that residential real property inventory held by a person in the trade or business be valued at the price all such property would bring if sold as a unit to a purchaser who would continue the business. Landowners wishing to avail themselves of any of such designations must apply for the designation, and the Appraisal District is required by the Property Tax Code to act on each claimant's right to the designation individually. A claimant may waive the special valuation as to taxation by some political subdivisions and not as to others. If a claimant receives the designation and later loses it by changing the use of the property or selling it to an unqualified owner, the District can collect taxes based on the new use for the three (3) years prior to the loss of the designation for agricultural, timberland or open space land. According to the District's Tax Assessor/Collector, as of January 1, 2023, approximately 58 acres of land within the District was designated for agricultural use, open space, inventory deferment, or timberland. Tax Abatement The City and Brazos County may designate all or part of the District as a reinvestment zone, and the District, Brazos County, and the City may thereafter enter into tax abatement agreements with the owners of property within the zone. The tax abatement agreements may exempt from ad valorem tax, by the applicable taxing jurisdictions, and by the District, for a period of up to ten (10) years, all or any part of any increase in the assessed valuation of property covered by the agreement over its assessed valuation in the year in which the agreement is executed, on the condition that the property owner make specified improvements or repairs to the property in conformity with a comprehensive plan. According to the District's Tax Assessor/Collector, to date, none of the area within the District has been designated as a reinvestment zone. Levy and Collection of Taxes The District is responsible for the collection of its taxes, unless it elects to transfer such functions to another governmental entity. The District adopts its tax rate each year after it receives a tax roll certified by the Appraisal District. Taxes are due upon receipt of a bill therefor and become delinquent after January 31 of the following year or 30 days after the date billed, whichever is later, or, if billed after January 10, they are delinquent on the first day of the month next following the 21st day after such taxes are billed. A delinquent tax accrues interest at a rate of one percent (1%) for each month or portion of a month the tax remains unpaid beginning the first calendar month it is delinquent. A delinquent tax also incurs a penalty of six percent (6%) of the amount of the tax for the first calendar month it is delinquent plus a one percent (1%) penalty for each additional month or portion of a month the tax remains unpaid prior to July 1 of the year in which it becomes delinquent. However, a tax delinquent on July 1 incurs a total penalty of twelve percent (12%) of the amount of the delinquent tax without regard to the number of months the tax has been delinquent, which penalty remains at such rate without further increase. If the tax is not paid by July 1, an additional penalty of up to the amount of the compensation specified in the District's contract with its delinquent tax collection attorney, but not to exceed twenty percent (20%) of the total tax, penalty and interest, may, under certain circumstances, be imposed by the District. With respect to personal property taxes that become delinquent on or after February 1 of a year and that remain delinquent sixty (60) days after the date on which they become delinquent, as an alternative to the penalty described in the foregoing sentence, an additional penalty on personal property of up to the amount specified in the District's contract with its delinquent tax attorney, but not to exceed twenty percent (20%) of the total tax, penalty and interest, may, under certain circumstances, be imposed by the District prior to July 1. The District's contract with its delinquent tax collection attorney currently specifies a twenty percent (20%) additional penalty. The District may waive penalties and interest on delinquent taxes only for the items specified in the Texas Property Tax Code. The Property Tax Code also makes provision for the split payment of taxes, discounts for early payment and the postponement of the delinquency of taxes under certain circumstances. The owner of a residential homestead property who is (i) a person sixty-five (65) years of age or older, (ii) under a disability for purpose of payment of disability insurance benefits under the Federal Old Age Survivors and Disability Insurance Act, or (iii) qualifies as a disabled veteran under Texas law, is also entitled by law to pay current taxes on a residential homestead in installments or to defer the payment of taxes without penalty during the time of ownership. Additionally, a person who is delinquent on taxes for a residential homestead is entitled to an agreement with the District to pay such taxes in installments over a period of between 12 and 36 months (as determined by the District) when such person has not entered into another installment agreement with respect to delinquent taxes with the District in the preceding 24 months. Page 165 of 337 25 Rollback of Operation and Maintenance Tax Rate Chapter 49 of the Texas Water Code classifies certain special purpose districts, including the District, differently based on their current operation and maintenance tax rate or on the percentage of projected build-out that a district has completed. Districts that have adopted an operation and maintenance tax rate for the current year that is 2.5 cents or less per $100 of taxable value are classified herein as “Low Tax Rate Districts.” Districts that have financed, completed, and issued bonds to pay for all land, improvements and facilities necessary to serve at least 95% of the projected build-out of the district are classified as “Developed Districts.” Districts that do not meet either of the classifications previously discussed can be classified herein as “Developing Districts.” The impact each classification has on the ability of a district to increase its maintenance and operations tax rate is described for each classification below. Debt service and contract tax rates cannot be reduced by a rollback election held within any of the districts described below. See “SELECTED FINANCIAL INFORMATION” for a description of the District's current total tax rate. Low Tax Rate Districts Low Tax Rate Districts that adopt a total tax rate that would impose more than 1.08 times the amount of the total tax imposed by such district in the preceding tax year on a residence homestead appraised at the average appraised value of a residence homestead in the district, subject to certain homestead exemptions, are required to hold an election within the district to determine whether to approve the adopted total tax rate. If the adopted total tax rate is not approved at the election, the total tax rate for a Low Tax Rate District is the current year's debt service and contract tax rate plus the operation and maintenance tax rate that would impose 1.08 times the amount of operation and maintenance tax imposed by the district in the preceding year on a residence homestead appraised at the average appraised value of a residence homestead in the district in that year, subject to certain homestead exemptions. Developed Districts Developed Districts that adopt a total tax rate that would impose more than 1.035 times the amount of the total tax imposed by the district in the preceding tax year on a residence homestead appraised at the average appraised value of a residence homestead in the district, subject to certain homestead exemptions, plus any unused increment rates, as calculated and described in Section 26.013 of the Tax Code, are required to hold an election within the district to determine whether to approve the adopted total tax rate. If the adopted total tax rate is not approved at the election, the total tax rate for a Developed District is the current year's debt service and contract tax rate plus the operation and maintenance tax rate that would impose 1.035 times the amount of operation and maintenance tax imposed by the district in the preceding year on a residence homestead appraised at the average appraised value of a residence homestead in the district in that year, subject to certain homestead exemptions, plus any unused increment rates. In addition, if any part of a Developed District lies within an area declared for disaster by the Governor of Texas or President of the United States, alternative procedures and rate limitations may apply for a temporary period. If a district qualifies as both a Low Tax Rate District and a Developed District, the district will be subject to the operation and maintenance tax threshold applicable to Low Tax Rate Districts. Developing Districts Districts that do not meet the classification of a Low Tax Rate District or a Developed District can be classified as Developing Districts. The qualified voters of these districts, upon the Developing District's adoption of a total tax rate that would impose more than 1.08 times the amount of the total tax imposed by such district in the preceding tax year on a residence homestead appraised at the average appraised value of a residence homestead in the district, subject to certain homestead exemptions, are authorized to petition for an election to reduce the operation and maintenance tax rate. If an election is called and passes, the total tax rate for Developing Districts is the current year's debt service and contract tax rate plus the operation and maintenance tax rate that would impose 1.08 times the amount of operation and maintenance tax imposed by the district in the preceding year on a residence homestead appraised at the average appraised value of a residence homestead in the district in that year, subject to certain homestead exemptions. The District A determination as to a district’s status as a Low Tax Rate District, Developed District or Developing District will be made by the Board of Directors on an annual basis. The District cannot give any assurances as to what its classification will be at any point in time or whether the District's future tax rates will result in a total tax rate that will reclassify the District into a new classification and new election calculation. For 2024, the District was designated as a Developing District. District's Rights in the Event of Tax Delinquencies Taxes levied by the District are a personal obligation of the owner of the property against which the tax is levied. In addition, on January 1 of each year, a tax lien attaches to property to secure the payment of all taxes, penalties, and interest ultimately imposed for the year on the property. The lien exists in favor of each taxing unit, including the District, having power to tax the property. The District's tax lien is on a parity with tax liens of other such taxing units. See “ESTIMATED OVERLAPPING DEBT STATEMENT.” A tax lien on real property takes priority over the claim of most creditors and other holders of liens on the property encumbered by the tax lien, whether or not the debt or lien existed before the attachment of the tax lien. Further, personal property under certain circumstances is subject to seizure and sale for the payment of delinquent taxes, penalties, and interest. Page 166 of 337 26 Except with respect to (i) owners of residential homestead property who are sixty-five (65) years of age or older or under a disability as described above and who have filed an affidavit as required by law and (ii) owners of residential homesteads who have entered into an installment agreement with the District for payment of delinquent taxes as described above and who are not in default under said agreement, at any time after taxes on property become delinquent, the District may file suit to foreclose the lien securing payment of the tax, to enforce personal liability for the tax, or both. In filing a suit to foreclose a tax lien on real property, the District must join other taxing units that have claims for delinquent taxes against all or part of the same property. Collection of delinquent taxes may be adversely affected by the amount of taxes owed to other taxing units, by the effects of market conditions on the foreclosure sale price, or by taxpayer redemption rights (a taxpayer may redeem property that is a residence homestead or was designated for agricultural use within two (2) years after the deed issued at foreclosure is filed of record and may redeem all other property within six (6) months after the deed issued at foreclosure is filed of record) or by bankruptcy proceedings which restrict the collection of taxpayer debt. The District's ability to foreclose its tax lien or collect penalties and interest may be limited on property owned by a financial institution which is under receivership by the Federal Deposit Insurance Corporation pursuant to the Federal Deposit Insurance Act, 12 U.S.C. 1825, as amended. Generally, the District's tax lien and a federal tax lien are on par with the ultimate priority being determined by applicable federal law. See “RISK FACTORS—Tax Collection Limitations.” Tax Exemption Provided to Public Facility Corporations and Certain Lessees Chapter 303 of the Texas Local Government Code (the “PFC Act”) authorizes cities, counties, school districts, housing authorities and special districts (a “Sponsor”) to create a sponsored Public Facility Corporation (“PFC”) to acquire, construct, rehabilitate, renovate, repair, equip, furnish and place in service public facilities. These activities may be financed through certain obligations of either the Sponsor or the PFC. Under the PFC Act, a “public facility” includes any real, personal, or mixed property, or an interest in property devoted or to be devoted to public use, and authorized to be financed under the PFC Act. A public facility, including a leasehold estate in a public facility, that is owned by a PFC is exempt from taxation by the State or a municipality or other political subdivision of the State, including the District. This exemption applies to both ad valorem and sales taxes levied by such taxing authorities. Subject to certain restrictions, a leasehold or other possessory interest granted by the PFC to the user of a PFC-owned multifamily residential development entitles that user to this same exemption. The 88th Texas Legislature passed H.B. 2071, which became effective June 18, 2023, to amend the PFC Act. H.B. 2071 significantly revised the PFC Act’s requirements for the lessee of a multifamily residential development to qualify for this exemption and provides that the exemption for such projects does not apply to taxes imposed by a conservation and reclamation district providing water, sewer or drainage services to the development, unless an agreement is entered into with the district concerning payments in lieu of taxation. Projects for which PFC or Sponsor approval was received prior to the effective date of H. B. 2071 are governed by the prior law and are not subject to the same requirements. The District is not aware of any public facilities located within the boundaries of the District that are either owned or leased by a PFC. Page 167 of 337 27 GENERAL FUND The following statement sets forth in condensed form the historical results of operation of the District’s General Fund. The City operates the water and sewer system that serves the District, so the District collects no net revenues from operating the system. Such summary is based upon information obtained from the District’s audited financial statements for fiscal years May 31, 2020 through 2023 and an unaudited summary from the District’s bookkeeper for the eight month period ended January 31, 2024. Such figures are included for informational purposes only. Accounting principles customarily employed in the determination of net revenues have been observed and in all instances exclude depreciation. See “RISK FACTORS—Operating Funds.” Reference is made to “APPENDIX A” for further and complete information. (a) Unaudited. Provided by the District’s bookkeeper. (b) Initial audited financial statements. 6/1/2023 to 1/31/2024 (a) 2023 2022 2021 2020 (b) Revenues Property Taxes 85,613$ 73,108$ 116,829$ 73,312$ Penalty and Interest - - 1,738 3,092 Investment Income - - 66 54 Other Income - - - - 11,156 Total Revenues 85,613$ 73,108$ 118,633$ 87,614$ Expenditures Professional Fees 116,642$ 86,214$ 94,471$ 97,192$ Contracted Services 26,967 26,452 23,538 19,256 Repairs and Maintenance 87,212 8,084 - - Other Expenditures 14,332 11,489 13,843 9,001 Debt Issuance Costs 20,333 - - - Total Expenditures -$ 265,486$ 132,239$ 131,852$ 125,449$ Revenues Over (Under) Expenditures -$ (179,873)$ (59,131)$ (13,219)$ (37,835)$ Other Sources (Uses) Developer Advances 173,000$ -$ 50,033$ 67,490$ Interfund Transfer Out - - (27,952) - - Fund Balance (Beginning of Year)(23,316)$ (16,443)$ 70,640$ 33,826$ 4,171$ Fund Balance (End of Year)(23,316)$ (23,316)$ (16,443)$ 70,640$ 33,826$ Fiscal Year Ended May 31 Page 168 of 337 28 DEBT SERVICE REQUIREMENTS The following sets forth the debt service requirements for the Outstanding Bonds plus the estimated debt service requirements for the Bonds at an assumed interest rate of 5.00%. This schedule does not reflect the fact that an amount equal to twelve months of interest will be capitalized from Bond proceeds to pay debt service on the Bonds. Maximum Annual Debt Service Requirement (2027) .............................................................................................. $546,688 Average Annual Debt Service Requirements (2025-2050) ...................................................................................... $504,280 Outstanding Bonds Tota l Debt Service Debt Service Year Requirements Principal Interest Total Requirements 2024 404,506$ 404,506 2025 430,913 106,667$ 106,667$ 537,579 2026 422,333 40,000$ 80,000 120,000 542,333 2027 423,688 45,000 78,000 123,000 546,688 2028 419,738 45,000 75,750 120,750 540,488 2029 415,368 45,000 73,500 118,500 533,868 2030 417,453 50,000 71,250 121,250 538,703 2031 413,943 50,000 68,750 118,750 532,693 2032 410,138 50,000 66,250 116,250 526,388 2033 412,238 55,000 63,750 118,750 530,988 2034 404,013 55,000 61,000 116,000 520,013 2035 405,688 55,000 58,250 113,250 518,938 2036 397,100 60,000 55,500 115,500 512,600 2037 393,256 60,000 52,500 112,500 505,756 2038 384,281 60,000 49,500 109,500 493,781 2039 385,306 65,000 46,500 111,500 496,806 2040 381,000 65,000 43,250 108,250 489,250 2041 381,563 70,000 40,000 110,000 491,563 2042 376,494 70,000 36,500 106,500 482,994 2043 371,288 75,000 33,000 108,000 479,288 2044 375,944 75,000 29,250 104,250 480,194 2045 369,944 80,000 25,500 105,500 475,444 2046 378,806 80,000 21,500 101,500 480,306 2047 371,600 85,000 17,500 102,500 474,100 2048 369,138 85,000 13,250 98,250 467,388 2049 361,313 90,000 9,000 99,000 460,313 2050 358,338 90,000 4,500 94,500 452,838 Total 10,635,383$ 1,600,000$ 1,280,417$ 2,880,417$ 13,515,799$ Plus: Debt Service on the Bonds Page 169 of 337 29 RISK FACTORS General The Bonds are obligations solely of the District and are not obligations of the State of Texas, Brazos County, the City of College Station, or any entity other than the District. Payment of the principal of and interest on the Bonds depends upon the ability of the District to collect taxes levied on taxable property within the District in an amount sufficient to service the District’s bonded debt or, in the event of foreclosure, on the value of the taxable property in the District and the taxes levied by the District and other taxing authorities upon the property within the District. See “THE BONDS—Source and Security of Payment.” The collection by the District of delinquent taxes owed to it and the enforcement by Registered Owners (as hereinafter defined) of the District’s obligation to collect sufficient taxes may be a costly and lengthy process. Furthermore, the District cannot and does not make any representations that continued development of taxable property within the District will accumulate or maintain taxable values sufficient to justify continued payment of taxes by property owners or that there will be a market for the property or that owners of the property will have the ability to pay taxes. See “Registered Owners’ Remedies” below. Specific Flood Type Risks Riverine, or fluvial, flooding occurs when water levels rise over the top of river, bayou or channel banks due to excessive rain from tropical systems making landfall and/or persistent thunderstorms over the same area for extended periods of time. The damage from a riverine flood can be widespread. The overflow can affect smaller rivers and streams downstream or may sheet- flow over land. Flash flooding is a type of riverine flood that is characterized by an intense, high velocity torrent of water that occurs in an existing river channel with little to no notice. Flash flooding can also occur even if no rain has fallen, for instance, after a levee, dam or reservoir has failed or experienced an uncontrolled release, or after a sudden release of water by a debris or ice jam. In addition, planned or unplanned controlled releases from a dam, levee or reservoir also may result in flooding in areas adjacent to rivers, bayous or drainage systems downstream. Economic Factors and Interest Rates A substantial percentage of the taxable value of the District results from the current market value of single-family residences, undeveloped land and developed lots, along with some commercial and multi-family development. The market value of such properties is related to general economic conditions affecting the demand for residences. Demand for residential lots of this type and the construction of homes thereon and the demand for commercial tracts of land can be significantly affected by factors such as interest rates, credit availability, construction costs, energy availability and the prosperity and demographic characteristics of the urban center toward which the marketing of lots is directed. Decreased levels of construction activity would tend to restrict the growth of property values in the District or could adversely impact such values. See “Credit and Liquidity in the Financial Markets” below and “THE DISTRICT—Status of Development.” Credit Markets and Liquidity in the Financial Markets Interest rates and the availability of mortgage and development funding have a direct impact on construction activity, particularly short-term interest rates at which landowners are able to obtain financing for development costs. Interest rate levels may affect the ability of a landowner with undeveloped property to undertake and complete construction activities within the District. Because of the numerous and changing factors affecting the availability of funds, particularly liquidity in the national credit markets, the District is unable to assess the future availability of such funds for continued construction within the District. In addition, since the District is located approximately 5 miles south of the central business district of the City, the success of development within the District and growth of District taxable property values are, to a great extent, a function of the City and regional economies and national credit and financial markets. A downturn in the economic conditions in the College Station area, including Texas A&M University, or a decline in the nation’s real estate and financial markets could adversely affect development in the District and restrain the growth of or reduce the value of the District’s property tax base. Developers Obligation to the District There are no commitments from or obligations of the Developers or any other landowner to the District to proceed at any particular rate or according to any specified plan with the development of land or the construction of improvements in the District, and there is no restriction on any landowner’s right to sell its land. Failure to construct taxable improvements on developed tracts of land could restrict the rate of growth of taxable values in the District. The District cannot and does not make any representations that over the life of the Bonds the District will increase or maintain its taxable value. Competition The demand for and construction of single-family homes and commercial and multi-family improvements in the District could be affected by competition from other developments including other developments located in College Station. In addition to competition for new home sales from other developments, there are numerous previously-owned homes in the area of the District and in more established neighborhoods. Such homes could represent additional competition for new homes proposed to be sold within the District. Page 170 of 337 30 The competitive position of the Developers in the sale of developed lots and commercial tracts and of prospective builders in the construction of single-family residential houses within the District is affected by most of the factors discussed in this section. Such a competitive position directly affects the growth and maintenance of taxable values in the District. The District can give no assurance that building and marketing programs in the District by the Developers will be implemented or, if implemented, will be successful. Maximum Impact on District Tax Rates Assuming no further development, the value of the land and improvements currently within the District will be the major determinant of the ability or willingness of owners of property within the District to pay their taxes. The 2023 Certified Taxable Assessed Valuation is $129,122,850, and the Estimated Taxable Assessed Valuation as of December 15, 2023, is $165,642,780. After issuance of the Bonds, the maximum annual debt service requirement will be $546,688 (2027), and the average annual debt service requirement will be $504,280 (2025-2050, inclusive). Assuming no increase or decrease from the 2023 Certified Taxable Assessed Valuation and the Estimated Taxable Assessed Valuation as of December 15, 2023, the issuance of no additional debt, and no other funds available for the payment of debt service, tax rates of $0.45 and $0.42, respectively, based on the 2023 Certified Taxable Assessed Valuation and $0.35 and $0.33, respectively, based on the Estimated Taxable Assessed Valuation as of December 15, 2023, per $100 of taxable assessed valuation at a ninety-five percent (95%) collection rate would be necessary to pay both the maximum annual debt service requirement and the average annual debt service requirements. See “DEBT SERVICE REQUIREMENTS.” No representations or suggestions are made that the estimated values of land and improvements provided by the Appraisal District as of December 15, 2023 for the District will be certified as taxable value by the Appraisal District, and no person should rely upon such amounts or their inclusion herein as assurance of their attainment. See “TAXING PROCEDURES.” Undeveloped Acreage and Vacant Lots There are approximately 62 acres of commercial and multi-family reserves served with trunk utilities where vertical improvements have not been constructed and approximately 20 acres of undeveloped but developable land within the District as of January 19, 2024. There are currently 75 vacant developed lots available for home construction owned by CSDR. The District makes no representation as to when or if development of this acreage will occur or that the lot sales and building program will be successful. Failure of the Developers to develop the developable land or of builders to construct homes in the developed lots could restrict the rate of growth of taxable values in the District. See “THE DISTRICT—Land Use.” Operating Funds The District’s only significant sources of revenue to pay its operating expenses are advances from the Developers and maintenance tax proceeds. The District does not receive water and sewer revenues. The District levied a 2023 operation and maintenance tax rate of $0.18 per $100 of assessed valuation. The District’s unaudited Operating Fund balance at February 8, 2024 was $ . Attaining and maintaining a positive Operating Fund balance will depend upon (1) advances from the Developers and (2) continued development and increased amounts of maintenance tax revenue. In the event that funds are not made available by the Developers, the District will be required to levy a maintenance tax at a rate sufficient to fund its operating expenses. Such a tax, when added to the District’s debt service tax, may result in a total District tax in excess of similar developments and could adversely affect continued development of the District, as well as the willingness of taxpayers to pay taxes on their property. See “GENERAL FUND.” Dependence on Principal Taxpayers Based upon the certified 2023 tax rolls, the top ten taxpayers are responsible for approximately 36.88% of the District’s 2023 taxes (levied on $129,122,850 in taxable property value). The principal taxpayer in the District is CS Midtown Holdings LP, the owner of the Nine 50 Town Lake at Midtown apartment complex, who is responsible for approximately 15.18% of the District’s 2023 taxes. The second largest taxpayer is LOA Brazos NH LLC, the owner of Accel at College Station, a transitional care and rehabilitation center, who is responsible for approximately 6.27% of the District’s 2023 taxes. The third and fourth largest taxpayers in the District are the Developers, which are responsible for approximately 3.43% and 3.09%, respectively, of the District’s 2023 taxes. The fifth largest taxpayer is Continental Homes of Texas LP, (d/b/a DR Horton) which is responsible for approximately 2.03% of the District’s 2023 taxes. See “THE DISTRICT - Status of Development,” “THE DEVELOPERS,” and “TAX DATA - Principal Taxpayers.” The ability of any principal taxpayer to make full and timely payments of taxes levied against its property by the District will directly affect the District's ability to meet its debt service obligations. If, for any reason, any one or more principal taxpayers do not pay taxes due or do not pay in a timely manner, the District may need to levy additional taxes or use other funds available for debt service purposes. However, the District has not covenanted in the Bond Order, nor is it required by Texas law, to maintain any particular balance in its Debt Service Fund or any other funds to allow for any such delinquencies. Therefore, failure by one or more principal taxpayers to pay their taxes on a timely basis in amounts in excess of the District's available funds could have a material adverse effect upon the District's ability to pay debt service on the Bonds on a current basis. Page 171 of 337 31 Future Debt The District reserves in the Bond Order the right to issue the remaining $98,250,000 principal amount of authorized but unissued unlimited tax bonds for the purpose of acquiring or constructing road facilities and $106,600,000 principal amount of unlimited tax bonds for the purpose of refunding such bonds, $71,400,000 principal amount of unlimited tax bonds authorized but unissued for the purpose of acquiring or constructing water, sanitary sewer and drainage facilities and $71,400,000 principal amount of unlimited tax bonds for the purpose of refunding such bonds. The District may issue additional bonds which may be voted hereafter. After reimbursement from the proceeds of the sale of the Bonds, the Developers will have expended approximately $15,361,000 (as of January 1, 2024) for design, construction and acquisition of water, sanitary sewer, and drainage facilities and road facilities not yet reimbursed. See “THE BONDS-Issuance of Additional Debt.” The issuance of such obligations may adversely affect the investment security of the Bonds. The District does not employ any formula with regard to assessed valuations or tax collections or otherwise to limit the amount of bonds which may be issued. Any bonds issued by the District, however, must be approved by the Attorney General of Texas and the Board of the District and any bonds issued to acquire or construct water, sanitary sewer and drainage facilities must be approved by the Texas Commission on Environmental Quality (the “Commission”). Environmental and Air Quality Regulations Wastewater treatment, water supply, storm sewer facilities and construction activities within the District are subject to complex environmental laws and regulations at the federal, state and local levels that may require or prohibit certain activities that affect the environment, such as  Requiring permits for construction and operation of water wells, wastewater treatment and other facilities;  Restricting the manner in which wastes are treated and released into the air, water and soils;  Restricting or regulating the use of wetlands or other properties; or  Requiring remedial action to prevent or mitigate pollution. Sanctions against a municipal utility district or other type of special purpose district for failure to comply with environmental laws and regulations may include a variety of civil and criminal enforcement measures, including assessment of monetary penalties, imposition of remedial requirements and issuance of injunctions to ensure future compliance. Environmental laws and compliance with environmental laws and regulations can increase the cost of planning, designing, constructing and operating water production and wastewater treatment facilities. Environmental laws can also inhibit growth and development within the District. Further, changes in regulations occur frequently, and any changes that result in more stringent and costly requirements could materially impact the District. Air Quality Issues: Air quality control measures required by the United States Environmental Protection Agency (the “EPA”) and the Texas Commission on Environmental Quality (the “TCEQ”) may impact new industrial, commercial and residential development in Brazos County. Under the Clean Air Act (“CAA”) Amendments of 1990, Brazos County has been designated an attainment/unclassifiable area under three separate federal ozone standards: the one- hour (124 parts per billion (“ppb”)) and eight hour (84 ppb) standards promulgated by the EPA in 1997 (the “1997 Ozone Standards”); the tighter, eight-hour ozone standard of 75 ppb promulgated by the EPA in 2008 (the “2008 Ozone Standard”), and the EPA’s most-recent promulgation of an even lower, 70 ppb eight-hour ozone standard in 2015 (the “2015 Ozone Standard”). Although Brazos County is currently in attainment, Brazos County has been and continues to be near the non-attainment thresholds for ozone. Accordingly, it is possible that Brazos County could be re-classified as a nonattainment area should ozone levels increase. A designation of nonattainment for ozone or any other pollutant could negatively impact business due to additional permitting/regulatory constraints that accompany this designation and because of the community stigma associated with a nonattainment designation. It is possible that additional controls will be necessary to allow Brazos County to maintain attainment with the ozone standards. Such additional controls could have a negative impact on Brazos County’s economic growth and development. Water Supply & Discharge Issues: Water supply and discharge regulations that certain special districts, including the District, may be required to comply with involve: (1) public water supply systems; (2) wastewater discharges from treatment facilities; (3) storm water discharges; and (4) wetlands dredge and fill activities. Each of these is addressed below: Texas Pollutant Discharge Elimination System (“TPDES”) permits set limits on the type and quantity of discharge, in accordance with state and federal laws and regulations. The TCEQ reissued the TPDES Construction General Permit (TXR150000) (“CGP”), with an effective date of March 5, 2023, which is a general permit authorizing the discharge of stormwater runoff associated with small and large construction sites and certain non-stormwater discharges into surface water in the state. The CGP has a 5-year permit term, and is then subject to renewal. Moreover, the Clean Water Act (“CWA”) and Texas Water Code require municipal wastewater treatment plants to meet secondary treatment effluent limitations and more stringent water quality-based limitations and requirements to comply with the Texas water quality standards. Any water quality-based limitations and requirements with which a municipal utility district must comply may have an impact on the municipal utility district’s ability to obtain and maintain compliance with TPDES permits. Page 172 of 337 32 The TCEQ issued its General Permit for Phase II (Small) Municipal Storm Sewer Systems (the “MS4 Permit”) on January 24, 2019. The MS4 Permit authorizes the discharge of stormwater to surface water in the state from small municipal separate storm sewer systems. While the District is not currently subject to the MS4 Permit, if the District’s inclusion were required at a future date, the District could incur substantial costs to develop, implement, and maintain the necessary plans as well as to install or implement best management practices to minimize or eliminate unauthorized pollutants that may otherwise be found in stormwater runoff in order to comply with the MS4 Permit. Operations of certain special districts, including the District, are also potentially subject to requirements and restrictions under the CWA regarding the use and alteration of wetland areas that are within the “waters of the United States.” The District must obtain a permit from the United States Army Corps of Engineers (“USACE”) if operations of the District require that wetlands be filled, dredged, or otherwise altered. On May 25, 2023, the Supreme Court of the United States issued its decision in Sackett v. EPA, which clarified the definition of “waters of the United States” and significantly restricted the reach of federal jurisdiction under the CWA. Under the Sackett decision, “waters of the United States” includes only geographical features that are described in ordinary parlance as “streams, oceans, rivers, and lakes” and to adjacent wetlands that are indistinguishable from such bodies of water due to a continuous surface connection. While the Sackett decision removed a great deal of uncertainty regarding the ultimate scope of “waters of the United States” and the extent of EPA and USACE jurisdiction, operations of municipal utility districts, including the District, could potentially be subject to additional restrictions and requirements, including additional permitting requirements, in the future. Tax Collection Limitations The District's ability to make debt service payments may be adversely affected by its inability to collect ad valorem taxes. Under Texas law, the levy of ad valorem taxes by the District constitutes a lien in favor of the District on a parity with the liens of all other state and local taxing authorities on the property against which taxes are levied, and such lien may be enforced by foreclosure. The District's ability to collect ad valorem taxes through such foreclosure may be impaired by (a) cumbersome, time consuming and expensive collection procedures, (b) a bankruptcy court's stay of tax collection procedure against a taxpayer, or (c) market conditions limiting the proceeds from a foreclosure sale of taxable property. While the District has a lien on taxable property within the District for taxes levied against such property, such lien can be foreclosed only in a judicial proceeding. Attorney's fees and other costs of collecting any such taxpayer's delinquencies could substantially reduce the net proceeds to the District from a tax foreclosure sale. Finally, a bankruptcy court with jurisdiction over bankruptcy proceedings initiated by or against a taxpayer within the District pursuant to the Federal Bankruptcy Code could stay any attempt by the District to collect delinquent ad valorem taxes against such taxpayer. In addition to the automatic stay against collection of delinquent taxes afforded a taxpayer during the pendency of a bankruptcy, a bankruptcy could affect payment of taxes in two other ways: first, a debtor’s confirmation plan may allow a debtor to make installment payments on delinquent taxes for up to six years; and, second, a debtor may challenge, and a bankruptcy court may reduce, the amount of any taxes assessed against the debtor, including taxes that have already been paid. See “TAXING PROCEDURES—District's Rights in the Event of Tax Delinquencies.” Tax Exemption Provided to Lessees of Public Facility Corporations As described in “TAXING PROCEDURES—Tax Exemption Provided to Lessees of Public Facility Corporations” herein, a multifamily residential development owned or leased by a Public Facility Corporation (“PFC”) is exempt from ad valorem taxation by the State and any other political subdivision of the State, including a municipal utility district such as the District. Chapter 303 of the Texas Local Government Code (the “PFC Act”), does not require any notice to, or consent by, any taxing jurisdictions that may be impacted by such exemption prior to the exemption being implemented. This tax-exempt lease structure has been utilized by Sponsors (as defined herein) to address the creation of affordable multifamily apartments, both through the development of new apartment projects and the acquisition of existing (and previously taxable) apartment projects. The District is not aware of any public facilities located within the boundaries of the District that are either owned or leased by a PFC. The District makes no representations or predictions regarding whether future public facilities will be created or established within the District's boundaries by a Sponsor pursuant to the PFC Act. Page 173 of 337 33 Registered Owners’ Remedies If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Bond Order, or defaults in the observation or performance of any other covenants, conditions, or obligations set forth in the Bond Order, the Beneficial Owners have the right to seek a writ of mandamus issued by a court of competent jurisdiction requiring the District and its officials to observe and perform the covenants, obligations, or conditions prescribed in the Bond Order. Except for mandamus, the Bond Order does not specifically provide for remedies to protect and enforce the interests of the Beneficial Owners. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. Further, there is no trust indenture or trustee, and all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Beneficial Owners. Statutory language authorizing local governments such as the District to sue and be sued does not waive the local government’s sovereign immunity from suits for money damages so that in the absence of other waivers of such immunity by the Texas Legislature, a default by the District in its covenants in the Bond Order may not be reduced to a judgment for money damages. Even if a judgment against the District for money damages could be obtained, it could not be enforced by direct levy and execution against the District's property. Further, the Beneficial Owners cannot themselves foreclose on property within the District or sell property within the District to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of the Beneficial Owners may further be limited by a State of Texas statute reasonably required to attain an important public purpose or by laws relating to bankruptcy, reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions, such as the District. Bankruptcy Limitation to Registered Owners’ Rights Subject to the requirements of Texas law, the District may voluntarily proceed under Chapter 9 of the Federal Bankruptcy Code, 11 U.S.C. Section 901-946, if the District: (1) is authorized to file for federal bankruptcy protection by Texas law; (2) is in solvent or unable to meet its debts as they mature; (3) desires to effect a plan to adjust such debts; and (4) has either obtained the agreement of or negotiated in good faith with its creditors or is unable to negotiate with its creditors because negotiation is impracticable. Under Texas law, the District must also obtain the approval of the Commission prior to filing bankruptcy. Such law requires that the Commission investigate the financial conditions of the District and authorize the District to proceed only if the District has fully exercised its rights and powers under Texas law and remains unable to meet its debts and other obligations as they mature. Notwithstanding noncompliance by a district with Texas law requirements, the District could file a voluntary bankruptcy petition under Chapter 9, thereby invoking the protection of the automatic stay until the bankruptcy court, after a hearing, dismisses the petition. A federal bankruptcy court is a court of equity and federal bankruptcy judges have considerable discretion in the conduct of bankruptcy proceedings and in making the decision of whether to grant the petitioning District relief from its creditors. While such a decision might be appealable, the concomitant delay and loss of remedies to the Registered Owner could potentially and adversely impair the value of the Registered Owner's claim. If the District decides in the future to proceed voluntarily under the federal Bankruptcy Code, the District could develop and file a plan for the adjustment of its debts. If such a plan were confirmed by the bankruptcy court, it could, among other things, affect the Registered Owners by reducing or eliminating the interest rate or the principal amount, modifying or abrogating collateral or security arrangements, substituting (in whole or in part) other securities, and otherwise compromising and modifying the rights and remedies of such Registered Owner’s claim against the District. A district may not be forced into bankruptcy involuntarily. Continuing Compliance with Certain Covenants The Bond Order contains covenants by the District intended to preserve the exclusion from gross income of interest on the Bonds. Failure by the District to comply with such covenants in the Bond Order on a continuous basis prior to maturity of the Bonds could result in interest on the Bonds becoming taxable retroactively to the date of original issuance. See “LEGAL MATTERS—Tax Exemption.” Marketability The District has no agreement with the Underwriter regarding the reoffering yields or prices of the Bonds and has no control over trading of the Bonds in the secondary market. Moreover, there is no assurance that a secondary market will be made in the Bonds. If there is a secondary market, the difference between the bid and asked price of the Bonds may be greater than the difference between the bid and asked price of bonds of comparable maturity and quality issued by more traditional issuers as such bonds are generally bought, sold or traded in the secondary market. Risk Factors Related to the Purchase of Municipal Bond Insurance The District has applied for a bond insurance policy (the “Policy”) to guarantee the scheduled payment of principal and interest on the Bonds. If the Policy is issued, investors should be aware of the following investment considerations: Page 174 of 337 34 The long-term ratings on the Bonds are dependent in part on the financial strength of the Bond Insurer (the “Insurer”) and its claim paying ability. The Insurer’s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Insurer and of the ratings on the Bonds insured by the Insurer will not be subject to downgrade and such event could adversely affect the market price of the Bonds or the marketability (liquidity) for the Bonds. See description of “MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE.” The obligations of the Insurer are contractual obligations and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies. Neither the District nor the Underwriter has made independent investigation into the claims paying ability of the Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the District to pay principal and interest on the Bonds and the claims paying ability of the Insurer, particularly over the life of the investment. See “MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE” for further information provided by the Insurer and the Policy, which includes further instructions for obtaining current financial information concerning the Insurer. Future and Proposed Legislation Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could affect the market price or marketability of the Bonds. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. LEGAL MATTERS Legal Opinions The District will furnish to the Underwriter a transcript of certain certified proceedings incident to the issuance and authorization of the Bonds, including a certified copy of the approving legal opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect that the Attorney General has examined a transcript of proceedings authorizing the issuance of the Bonds, and that based upon such examination, the Bonds are valid and binding obligations of the District payable from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property within the District. The District will also furnish the approving legal opinion of Schwartz, Page & Harding, L.L.P., Houston, Texas, Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding obligations of the District under the Constitution and laws of the State of Texas, except to the extent that enforcement of the rights and remedies of the Registered Owners of the Bonds may be limited by laws relating to bankruptcy, reorganization, or other similar laws of general application affecting the rights of creditors of political subdivisions such as the District and to the effect that interest on the Bonds is excludable from gross income for federal income tax purposes under the statutes, regulations, published rulings and court decisions existing on the date of such opinion, assuming compliance by the District with certain covenants relating to the use and investment of the proceeds of the Bonds. See “Tax Exemption” below. The legal opinion of Bond Counsel will further state that the Bonds are payable, both as to principal and interest, from the levy of ad valorem taxes, without legal limitation as to rate or amount, upon all taxable property within the District. Bond Counsel's opinion will also address the matters described below. In addition to serving as Bond Counsel, Schwartz, Page & Harding, L.L.P., also serves as counsel to the District on matters not related to the issuance of bonds. The legal fees to be paid to Bond Counsel for services rendered in connection with the issuance of the Bonds are based upon a percentage of bonds actually issued, sold and delivered, and, therefore, such fees are contingent upon the sale and delivery of the Bonds. Certain legal matters will be passed upon for the District by McCall, Parkhurst & Horton L.L.P., Houston, Texas, as Disclosure Counsel. The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Page 175 of 337 35 Legal Review In its capacity as Bond Counsel, Schwartz, Page & Harding, L.L.P., has reviewed the information appearing in this Official Statement under the captioned sections “THE BONDS,” “THE DISTRICT—General,” “UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION,” “MANAGEMENT OF THE DISTRICT—Bond Counsel and General Counsel,” “TAXING PROCEDURES,” and “LEGAL MATTERS” solely to determine whether such information fairly summarizes the law and documents referred to therein. Such firm has not independently verified factual information contained in this Official Statement, nor has such firm conducted an investigation of the affairs of the District for the purpose of passing upon the accuracy or completeness of this Official Statement. No person is entitled to rely upon such firm's limited participation as an assumption of responsibility for, or an expression of opinion of any kind with regard to, the accuracy or completeness of any of the other information contained herein. Tax Exemption On the date of initial delivery of the Bonds, Bond Counsel will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof (“Existing Law”), (1) interest on the Bonds for federal income tax purposes will be excludable from the “gross income” of the holders thereof, and (2) the Bonds will not be treated as “specified private activity bonds” the interest on which would be included as an alternative minimum tax preference item under Section 57(a)(5) of the Internal Revenue Code of 1986, as amended (the “Code”). Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt of interest on or disposition of the Bonds. In rendering its opinion, Bond Counsel will rely upon, and assume continuing compliance with, (a) certain information and representations of the District, including information and representations contained in the District's federal tax certificate issued in connection with the Bonds, and (b) covenants of the District contained in the Bond Order relating to certain matters, including arbitrage and the use of the proceeds of the Bonds and the property financed or refinanced therewith. Failure by the District to observe the aforementioned representations or covenants could cause the interest on the Bonds to become taxable retroactively to the date of issuance. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. Bond Counsel's opinion is not a guarantee of a result. Existing Law, upon which Bond Counsel has based its opinion, is subject to change by Congress, administrative interpretation by the Department of the Treasury and to subsequent judicial interpretation. There can be no assurance that Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of ownership of the Bonds. Qualified Tax-Exempt Obligations Section 265(a) of the Code provides, in pertinent part, that interest paid or incurred by a taxpayer, including a “financial institution,” on indebtedness incurred or continued to purchase or carry tax-exempt obligations is not deductible in determining the taxpayer's taxable income. Section 265(b) of the Code provides an exception to the disallowance of such deduction for any interest expense paid or incurred on indebtedness of a taxpayer that is a “financial institution” allocable to tax-exempt obligations, other than “private activity bonds,” that are designated by a “qualified small issuer” as “qualified tax-exempt obligations.” A “qualified small issuer” is any governmental issuer (together with any “on-behalf of” and “subordinate” issuers) who issues no more than $10,000,000 of tax-exempt obligations during the calendar year. Section 265(b)(5) of the Code defines the term “financial institution” as any “bank” described in Section 585(a)(2) of the Code, or any person accepting deposits from the public in the ordinary course of such person's trade or business that is subject to federal or state supervision as a financial institution. Notwithstanding the exception to the disallowance of the deduction of interest on indebtedness related to “qualified tax-exempt obligations” provided by Section 265(b) of the Code, Section 291 of the Code provides that the allowable deduction to a “bank,” as defined in Section 585(a)(2) of the Code, for interest on indebtedness incurred or continued to purchase “qualified tax-exempt obligations” shall be reduced by twenty-percent (20%) as a “financial institution preference item.” The District has designated the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b) of the Code. In furtherance of that designation, the District will covenant to take such action that would assure, or to refrain from such action that would adversely affect, the treatment of the Bonds as “qualified tax-exempt obligations.” Potential purchasers should be aware that if the issue price to the public exceeds $10,000,000, there is a reasonable basis to conclude that the payment of a de minimis amount of premium in excess of $10,000,000 is disregarded; however, the Internal Revenue Service could take a contrary view. If the Internal Revenue Service takes the position that the amount of such premium is not disregarded, then such obligations might fail to satisfy the aforementioned dollar limitation and the Bonds would not be “qualified tax-exempt obligations.” Page 176 of 337 36 Collateral Federal Income Tax Consequences The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Bonds. This discussion is based on Existing Law which is subject to change or modification retroactively. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, including financial institutions, life insurance and property and casualty insurance companies, owners of interests in a FASIT, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, certain S corporations with accumulated earnings and profits and excess passive investment income, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health-insurance premium assistance credit, and individuals allowed an earned income credit. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIFIC PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP, AND DISPOSITION OF TAX-EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE BONDS. Interest on the Bonds may be includable in certain corporation's "adjusted financial statement income" determined under Section 56A of the Code to calculate the alternative minimum tax imposed by Section 55 of the Code. Under Section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Bonds, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. State, Local and Foreign Taxes Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Bonds under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. Tax Accounting Treatment of Original Issue Discount and Premium Bonds The initial public offering price to be paid for one or more maturities of the Bonds may be less than the principal amount thereof or one or more periods for the payment of interest on the Bonds may not be equal to the accrued period or be in excess of one year (the “Original Issue Discount Bonds”). The difference between (i) the “stated redemption price at maturity” of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond constitutes original issue discount with respect to such Original Issue Discount Bond in the hands of any owner who has purchased such Original Issue Discount Bond in the initial public offering of the Bonds. The “stated redemption price at maturity” means the sum of all payments to be made on the Bonds less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under Existing Law, such initial owner is entitled to exclude from gross income (as defined in Section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the period that such Original Issue Discount Bond continues to be owned by such owner. See “Tax Exemption” herein for a discussion of certain collateral federal tax consequences. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. Page 177 of 337 37 Under Existing Law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. ALL OWNERS OF ORIGINAL ISSUE DISCOUNT BONDS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE DETERMINATION FOR FEDERAL, STATE AND LOCAL INCOME TAX PURPOSES OF INTEREST ACCRUED UPON REDEMPTION, SALE OR OTHER DISPOSITION OF SUCH ORIGINAL ISSUE DISCOUNT BONDS AND WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, REDEMPTION, SALE OR OTHER DISPOSITION OF SUCH ORIGINAL ISSUE DISCOUNT BONDS. The initial public offering price to be paid for certain maturities of the Bonds may be greater than the amount payable on such Bonds at maturity (the “Premium Bonds”). An amount equal to the difference between the initial public offering price of a Premium Bond (assuming that a substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes premium to the initial purchaser of such Premium Bonds. The basis for federal income tax purposes of a Premium Bond in the hands of such initial purchaser must be reduced each year by the amortizable bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial purchaser is determined by using such purchaser's yield to maturity. PURCHASERS OF THE PREMIUM BONDS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE DETERMINATION OF AMORTIZABLE BOND PREMIUM WITH RESPECT TO THE PREMIUM BONDS FOR FEDERAL INCOME TAX PURPOSES AND WITH RESPECT TO THE STATE AND LOCAL TAX CONSEQUENCES OF OWNING PREMIUM BONDS. REGISTRATION AND QUALIFICATION UNDER SECURITIES LAWS The offer and sale of the Bonds have not been registered or qualified under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder; the Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; and the Bonds have not been registered or qualified under the securities laws of any other jurisdiction. The District assumes no responsibility for registration or qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for registration or qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. NO MATERIAL ADVERSE CHANGE The obligations of the Underwriter to take and pay for the Bonds, and the District to deliver the Bonds, are subject to the condition that, up to the time of delivery of and receipt of payment for the Bonds, there shall have been no material adverse change in the financial condition of the District subsequent to the date of sale from that set forth or contemplated in the Preliminary Official Statement, as it may have been supplemented or amended through the date of the sale. NO LITIGATION CERTIFICATE With the delivery of the Bonds, the President or Vice President and Secretary or Assistant Secretary of the Board will, on behalf of the District, execute and deliver to the Underwriter a certificate dated as of the date of delivery, to the effect that no litigation of any nature of which the District has notice is pending against or, to the knowledge of the District's certifying officers, threatened against the District, either in state or federal courts, contesting or attacking the Bonds; restraining or enjoining the authorization, execution or delivery of the Bonds; affecting the provision made for the payment of or security for the Bonds; in any manner questioning the authority or proceedings for the authorization, execution or delivery of the Bonds; or affecting the validity of the Bonds, the corporate existence or boundaries of the District or the title of the then present officers and directors of the Board. Page 178 of 337 38 MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE The District has not applied for an underlying rating nor is it expected that the District would have received an investment grade rating had such application been made. Application has also been made to various municipal bond insurance companies for qualification of the Bonds for municipal bond insurance. If qualified, such insurance will be available at the option of the Underwriter and at the Underwriter's expense. See “RISK FACTORS—Risk Factors Related to the Purchase of Municipal Bond Insurance.” SALE AND DISTRIBUTION OF THE BONDS After requesting competitive bids for the Bonds, the District accepted the bid resulting in the lowest net interest cost, which bid was rendered by (the “Underwriter”) bearing the interest rates shown on the cover page of this Official Statement, at a price of % of the principal amount thereof which resulted in a net effective interest rate of % as calculated pursuant to Chapter 1204, Texas Government Code (the “IBA” method). The prices and other terms with respect to the offering and the sale of the Bonds may be changed from time to time by the Underwriter after the Bonds are released for sale, and the Bonds may be offered and sold at prices other than the initial prices, including sales to dealers who may sell the Bonds into investment accounts. In connection with the offering of the Bonds, the Underwriter may over-allocate or effect transactions which stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The District has no control over trading of the Bonds in the secondary market. Moreover, there is no guarantee that a secondary market will be made in the Bonds. In such a secondary market, the difference between the bid and asked price of municipal utility district bonds may be greater than the difference between the bid and asked price of bonds of comparable maturity and quality issued by more traditional municipal entities, which are more generally bought, sold or traded in the secondary market. PREPARATION OF OFFICIAL STATEMENT Sources and Compilation of Information The financial data and other information contained in this Official Statement has been obtained primarily from the District's records, the Developers, the Engineer, the Tax Assessor/Collector, the Appraisal District and information from other sources believed to be reliable. No guarantee is made by the District as to the accuracy or completeness of the information derived from sources other than the District, and the inclusion herein of information from sources other than the District is not to be construed as a representation on the part of the District to such effect, except as described below under “CERTIFICATION OF OFFICIAL STATEMENT.” Furthermore, there is no guarantee that any of the assumptions or estimates contained herein will be realized. The summaries of the agreements, reports, statutes, resolutions, engineering and other related information set forth in this Official Statement are included herein subject to all of the provisions of such documents. These summaries do not purport to be complete statements of such provisions, and reference is made to such documents for further information. Financial Advisor Masterson Advisors LLC is employed as the Financial Advisor to the District to render certain professional services, including advising the District on a plan of financing and preparing the OFFICIAL STATEMENT, including the OFFICIAL NOTICE OF SALE and the OFFICIAL BID FORM for the sale of the Bonds. In its capacity as Financial Advisor, Masterson Advisors LLC has compiled and edited this OFFICIAL STATEMENT. The Financial Advisor has reviewed the information in this OFFICIAL STATEMENT in accordance with, and as a part of, its responsibilities to the District and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. Consultants In approving this Official Statement, the District has relied upon the following consultants in addition to the Financial Advisor. Engineer: The information contained in this Official Statement relating to engineering and to the description of the System and, in particular that information included in the sections entitled “THE DISTRICT” and “THE ROADS” (as it relates to District facilities) has been provided by EHRA Engineering and has been included herein in reliance upon the authority of said firm as experts in the field of civil engineering. Page 179 of 337 39 Appraisal District: The information contained in this Official Statement relating to the Assessed Valuations of the District has been provided by the Brazos Central Appraisal District and has been included herein in reliance upon the authority of such entity as experts in assessing the values of property in Brazos County, including the District. Tax Assessor Collector: The information contained in this Official Statement relating to the historical breakdown of the Certified Taxable Assessed Valuations, principal taxpayers, and certain other historical data concerning tax rates and tax collections has been provided by B&A Municipal Tax Service, LLC and is included herein in reliance upon B&A Municipal Tax Service, LLC as an expert in collecting taxes. Auditor: The financial statements of the District as of May 31, 2023 and for the year then ended, included in this offering document, have been audited by FORVIS, LLP, independent auditors, as stated in their report appearing herein. See “APPENDIX A.” Bookkeeper: The information related to the “unaudited” summary of the District's General Operating Fund as it appears in “THE GENERAL FUND” has been provided by Municipal Accounts & Consulting, L.P. and is included herein in reliance upon the authority of such firm as experts in the tracking and managing the various funds of special districts. UPDATING OF OFFICIAL STATEMENT For the period beginning on the date of the award of the sale of the Bonds to the Underwriter and ending on the ninety-first (91st) day after the “end of the underwriting period,” (as defined in Rule 15c(2)-12(f)(2) of the United States Securities and Exchange Commission (the “SEC”)), if any event shall occur of which the District has knowledge and as a result of which it is necessary to amend or supplement this Official Statement in order to make the statements herein, in light of the circumstances when this Official Statement is delivered to a prospective purchaser, not materially misleading, the District will promptly notify the Underwriter of the occurrence of such event and will cooperate in the preparation of a revised Official Statement, or amendments or supplements hereto, so that the statements in this Official Statement, as revised, amended or supplemented, will not, in light of the circumstances when this Official Statement is delivered to a prospective purchaser, be materially misleading. The District assumes no responsibility for supplementing this Official Statement thereafter. CERTIFICATION OF OFFICIAL STATEMENT The District, acting through its Board in its official capacity and in reliance upon the experts listed above, hereby certifies, as of the date hereof, that the information, statements, and descriptions or any addenda, supplement and amendment thereto pertaining to the District and its affairs contained herein, to the best of its knowledge and belief, contain no untrue statement of a material fact and do not omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. With respect to information included in this Official Statement other than that relating to the District, the District has no reason to believe that such information contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading; however, the Board has made no independent investigation as to the accuracy or completeness of the information derived from sources other than the District. CONTINUING DISCLOSURE OF INFORMATION The offering of the Bonds qualifies for the Rule 15c2-12(d)(2) exemption from Rule 15c2-12(b)(5) of the United States Securities and Exchange Commission (the “SEC”) regarding the District’s continuing disclosure obligations because the District does not have more than $10,000,000 in aggregate amount of bonds outstanding and no other person is committed by contract or other arrangement with respect to payment of the Bonds. In the Bond Order, the District has made the following agreement for the benefit of the registered and beneficial owners of the Bonds. The District is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds subject to amendment to or repeal of same as set forth below. Under the agreement, the District will be obligated to provide certain financial information and operating data annually, and timely notice of specified events, to the Municipal Securities Rulemaking Board (“MSRB”). The MSRB has established the Electronic Municipal Market Access (“EMMA”) system. Annual Reports The District will provide certain financial information and operating data which is customarily prepared by the District and is publicly available, annually to the MSRB. The financial information and operating data which will be provided with respect to the District is found in APPENDIX A (Independent Auditor’s Report and Financial Statements). The District will update and provide this information to the MSRB within six months after the end of each of its fiscal years ending in or after 2024. Any information so provided shall be prepared in accordance with generally accepted accounting principles or other such principles as the District may be required to employ from time to time pursuant to state law or regulation, and audited if the audit report is completed within the period during which it must be provided. If the audit report is not complete within such period, then the District shall provide unaudited financial statements for the applicable fiscal year to the MSRB within such six-month period, and audited financial statements when the audit report becomes available. Page 180 of 337 40 The District’s current fiscal year end is May 31. Accordingly, it must provide updated information by November 30 in each year, unless the District changes its fiscal year. If the District changes its fiscal year, it will notify the MSRB of the change. Event Notices The District will provide timely notices of certain events to the MSRB, but in no event will such notices be provided to the MSRB in excess of ten business days after the occurrence of an event. The District will provide notice of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other events affecting the tax-exempt status of the Bonds; (7) modifications to rights of Beneficial Owners of the Bonds, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the District or other obligated person within the meaning of CFR § 240.15c2-12 (the “Rule”); (13) consummation of a merger, consolidation, or acquisition involving the District or other obligated person within the meaning of the Rule or the sale of all or substantially all of the assets of the District or other obligated person within the meaning of the Rule, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of an definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. The terms “financial obligation” and “material” when used in this paragraph shall have the meanings ascribed to them under federal securities laws. Neither the Bonds nor the Bond Order makes any provision for debt service reserves or liquidity enhancement. In addition, the District will provide timely notice of any failure by the District to provide financial information, operating data, or financial statements in accordance with its agreement described above under “Annual Reports.” Availability of Information from the MSRB The District has agreed to provide the foregoing information only to the MSRB. Investors can access continuing disclosure information filed with the MSRB at www.emma.msrb.org. Limitations and Amendments The District has agreed to update information and to provide notices of specified events only as described above. The District has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition or prospects or agreed to update any information that is provided, except as described above. The District makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The District disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although Holders and beneficial owners of the Bonds may seek a writ of mandamus to compel the District to comply with its agreement. The District may amend its continuing disclosure agreement to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or operations of the District, but only if the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering described herein in compliance with SEC Rule 15c2-12, taking into account any amendments and interpretations of SEC Rule 15c2-12 to the date of such amendment, as well as changed circumstances, and either the Holders of a majority in aggregate principal amount of the outstanding Bonds consent or any person unaffiliated with the District (such as a nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the beneficial owners of the Bonds. The District may also amend or repeal the agreement if the SEC amends or repeals the applicable provisions of SEC Rule 15c2-12 or a court of final jurisdiction determines that such provisions are invalid but in either case, only to the extent that its right to do so would not prevent the Underwriter from lawfully purchasing the Bonds in the offering described herein. If the District so amends the agreement, it has agreed to include with any financial information or operating data next provided in accordance with its agreement described above under “Annual Reports” an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information and operating data so provided. Compliance With Prior Undertakings During the last five years, the District has complied in all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. Page 181 of 337 41 MISCELLANEOUS All estimates, statements and assumptions in this Official Statement and the Appendix hereto have been made on the basis of the best information available and are believed to be reliable and accurate. Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact, and no representation is made that any such statements will be realized. This Official Statement was approved by the Board of Directors of Rock Prairie Management District No. 2, as of the date shown on the cover page. /s/ President, Board of Directors ATTEST: /s/ Secretary, Board of Directors Page 182 of 337 42 AERIAL PHOTO (Approximate boundaries as of February 2024) Page 183 of 337 43 PHOTOGRAPHS (Taken February 2024) Page 184 of 337 APPENDIX A Independent Auditor’s Report and Financial Statements for the fiscal year ended May 31, 2023 Page 185 of 337 March 28, 2024 Item No. 7.5. AXON Enterprise, Inc. ("AXON") Amendment 1 Sponsor: Mike Pavelka, Deputy Chief of Police Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, possible action on an amendment to the Axon Enterprise, Inc. ("AXON") ten-year master service agreement for cameras, electronic control devices, and digital storage for $314,699.38. Relationship to Strategic Goals: Good Governance Recommendation(s): Staff respectfully recommends approving the amendment to add cameras, devices and associated storage to the ten-year agreement with AXON. Summary: On September 22, 2022, Council approved a ten-year contract with AXON Enterprises, Inc. ("AXON") for the purchase of products and services including cameras, fleet cameras, electronic control devices, and digital storage for those devices. This first Amendment is needed to outfit the 5 officers and 3 patrol vehicles added in the FY24 budget, as well as to add maintenance licenses and investigative software. The amendment totals $314,699.38 and paid in 9 annual installments. All purchases under this agreement are being made through Sourcewell Cooperative Contract #010720-AXN and have been competitively bid and awarded. The use of this Cooperative Contract satisfies Government Code, Chapter 791, also known as the Interlocal Cooperation Act, authorizing local governments to enter into cooperative purchasing agreements and other agreements for government function. Budget & Financial Summary: Funds are available and budgeted in the department from the General Fund. Attachments: 1. 23300001AMD#1 -- JU (CC 03.28.24) Page 186 of 337 CONTRACT & AGREEMENT ROUTING FORM 9.12.23 UPDATED CONTRACT#: ___________ PROJECT #: ____________BID/RFP/RFQ#: ___ Project Name / Contract Description: Name of Contractor: CONTRACT TOTAL VALUE: $ Grant Funded Yes No If yes, what is the grant number: Debarment Check Yes No N/A Davis Bacon Wages Used Yes No N/A Section 3 Plan Incl.Yes No N/A Buy America Required Yes No N/A Transparency Report Yes No N/A NEW CONTRACT RENEWAL # _____ CHANGE ORDER # _____ OTHER ______________ BUDGETARY AND FINANCIAL INFORMATION (Include number of bids solicited, number of bids received, funding source, budget vs. actual cost, summary tabulation) (If required)* CRC Approval Date*: __________ Council Approval Date*: ____________ Agenda Item No*: ______ --Section to be completed by Risk, Purchasing or City Secretary’s Office Only— Insurance Certificates:______Performance Bond:________ Payment Bond:________Info Tech: _______ SIGNATURES RECOMMENDING APPROVAL __________________________________________ _________________________________ DEPARTMENT DIRECTOR/ADMINISTERING CONTRACT DATE __________________________________________ _________________________________ ASST CITY MGR – CFO DATE __________________________________________ _________________________________ LEGAL DEPARTMENT DATE APPROVED & EXECUTED __________________________________________ _________________________________ CITY MANAGER DATE __________________________________________ _________________________________ MAYOR (if applicable) DATE __________________________________________ _________________________________ CITY SECRETARY (if applicable) DATE N/A First Amendment to Ten-Year AXON Master Services and Purchasing Agreement ( MSPA) for the purchase of cameras, electronic control devices, and digital storage. Axon Enterprise, Inc. (“AXON”) 314,699.38 ■ ■■ Amendment #1 Amend existing ten-year AXON Master Services and Purchasing Agreement (MSPA) for additional purchases needed to outfit the five (5) officers and three (3) patrol vehicles added in the FY24 budget. The amendment total will be rendered in nine (9) annual installments as outlined in Quotes Q-505954- 45344.021DT and Q-501169- 45341.868DT. Funds are available and budgeted in the department from the General Fund. 3/07/24 3/28/24 N/A N/A N/A N/A N/A N/A 23300001 AMD#1 N/A Page 187 of 337 First Amendment to the Master Services and Purchasing Agreement Page 1 of 5 This First Amendment (“Amendment”) is between Axon Enterprise, Inc. (f/k/a Taser International, Inc.), a Delaware corporation (“Axon”), and the City of College Station (“Agency”). This Amendment is effective as of the last signature date on this Amendment (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”. Axon and Agency are parties to the Master Services and Purchasing Agreement (Contract #23300001) by and between the City of College Station and Axon Enterprise, Inc. dated September 22, 2022 (“Agreement”). The Parties wish to incorporate further changes into the Agreement in order to expand the scope of offered products. The Parties therefore agree as follows: 1. The attached documents are hereby incorporated into the Agreement: a. Axon Application Programming Interface Appendix b. Axon Investigate Appendix c. Quote Q-505954- 45344.021DT d. Quote Q-501169- 45341.868DT 2. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect. Each representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature. AXON ENTERPRISE, INC. CITY OF COLLEGE STATION By: By: Printed Name: Robert E. Driscoll, Jr. City Manager Title: VP, Assoc. General Counsel Date: Date: APPROVED: ________________________________ City Attorney Date: ________________________________ Assistant City Manager/CFO Date: DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 3/7/2024 | 12:07 PM MST Page 188 of 337 First Amendment to the Master Services and Purchasing Agreement Page 2 of 5 Axon Application Programming Interface Appendix This Appendix applies if Axon’s API Services are included on the Quote. 1. Definitions. 1.1. "API Client" means the software that acts as the interface between Agency’s computer and the server, which is already developed or to be developed by Agency. 1.2. "API Interface" means software implemented by Agency to configure Agency’s independent API Client Software to operate in conjunction with the API Service for Agency’s authorized Use. 1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Agency’s Axon Evidence account or integrate Agency’s Axon Evidence account with other systems. 1.4. "Use" means any operation on Agency’s data enabled by the supported API functionality. 2. Purpose and License. 2.1. Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency. Axon may monitor Agency’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon Agency’s use of API Service. Agency will not use API Service for commercial use. 2.2. Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency’s Use in connection with Agency’s API Client. 2.3. Axon reserves the right to set limitations on Agency’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Agency will work independently to configure Agency’s API Client with API Service for Agency’s applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency’s registration, Axon will provide documentation outlining API Service information. 4. Agency Responsibilities. When using API Service, Agency and its end users may not: 4.1. use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9. make available to a third-party, any token, key, password or other login credentials to API Service; DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 189 of 337 First Amendment to the Master Services and Purchasing Agreement Page 3 of 5 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes ; or 4.11. disclose Axon’s API manual. 5. API Content. All content related to API Service, other than Agency Content or Agency’s API Client content, is considered Axon’s API Content, including: 5.1. the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Agency takes actions on, such as evidence, cases, users, or reports; 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 6. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to: 6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3. misrepresent the source or ownership; or 6.4. remove, alter, or obscure any confidentiality or proprietary rights not ices (including copyright and trademark notices). 7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency’s API Client required as a result of such API Update. API Updates may adversely affect how Agency’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions. DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 190 of 337 First Amendment to the Master Services and Purchasing Agreement Page 4 of 5 Axon Investigate Appendix If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the following appendix shall apply. 1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote, Axon grants to Agency a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Agency any right to enhancements or updates, but if such are made available to Agency and obtained by Agency they shall become part of the Software and governed by the terms of this Agreement. 2. Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Agency agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Agency terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software. 3. Restrictions on Use. Agency may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Agency may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with resp ect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Agency may not rent, lease, sublicense, grant a security interest in or otherwise transfer Agency’s rights to or to use the Software. Any rights not granted are reserved to Axon. 4. Term. For purchased perpetual Licenses only—excluding Licenses leased for a pre-determined period, evaluation licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Agency fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre-determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Agency. 5. Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This Agreement does not provide Agency with title or ownership of the Software, but only a right of limited use. 6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Agency may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices regarding proprietary rights as contained in the Software as originally provided to Agency. If Agency receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Agency to use the copy of media on an additional server. 7. Actions Required Upon Termination. Upon termination of the license associated with this Agreement, Agency agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Agency ("Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular backups of Agency's computer or computer system, Agency agrees not to access such media for the purpose of recovering the Software or online Software Documentation. 8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export Administration of the United States, Department of Commerce, nor to any country to which DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 191 of 337 First Amendment to the Master Services and Purchasing Agreement Page 5 of 5 the U.S. has embargoed goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department of Commerce’s Table of Denials. 9. U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and agency supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255. DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 192 of 337 Page 1 Q-505954-45344.021DT Q-505954-45344.021DT Issued: 02/21/2024 Quote Expiration: 04/07/2024 Estimated Contract Start Date: 05/01/2024 Account Number: 116837 Payment Terms: N30 Delivery Method: SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT College Station Police Dept 800 Krenek Tap Rd College Station, TX 77840-5028 USA College Station Police Dept. - TX 800 Krenek Tap Rd College Station TX 77840-5028 USA Email: Danny Thielen Phone: (480) 434-8810 Email: dthielen@axon.com Fax: Michael Pavelka Phone: (979) 764-3609 Email: mpavelka@cstx.gov Fax: Quote Summary Discount Summary Program Length 102 Months Average Savings Per Year $1,159.45 TOTAL COST $298,856.30 ESTIMATED TOTAL W/ TAX $298,856.30 TOTAL SAVINGS $118,264.00 Payment Summary Date Subtotal Tax Total Apr 2024 $19,462.44 $0.00 $19,462.44 Oct 2024 $30,322.01 $0.00 $30,322.01 Oct 2025 $31,534.89 $0.00 $31,534.89 Oct 2026 $32,796.29 $0.00 $32,796.29 Oct 2027 $34,108.13 $0.00 $34,108.13 Oct 2028 $35,472.46 $0.00 $35,472.46 Oct 2029 $36,891.36 $0.00 $36,891.36 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 This quote, terms and conditions and SOW are subject to the terms and conditions of the Axon MSPA between the Parties, dated September 22, 2022, with contract number 2330001. All other terms and conditions of the MSPA remain in full force and effect. DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 193 of 337 Page 2 Q-505954-45344.021DT Payment Summary Date Subtotal Tax Total Oct 2030 $38,367.02 $0.00 $38,367.02 Oct 2031 $39,901.70 $0.00 $39,901.70 Total $298,856.30 $0.00 $298,856.30 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 194 of 337 Page 3 Q-505954-45344.021DT Quote Unbundled Price:$417,120.30 Quote List Price:$330,660.00 Quote Subtotal:$298,856.30 Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 18 $26.25 $26.25 $2,362.50 $0.00 $2,362.50 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 18 $108.00 $108.00 $5,832.00 $0.00 $5,832.00 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 102 $448.61 $317.48 $278.08 $141,820.80 $0.00 $141,820.80 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 102 $307.40 $243.40 $205.95 $63,020.70 $0.00 $63,020.70 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 102 $183.34 $183.34 $183.34 $37,401.36 $0.00 $37,401.36 A la Carte Hardware AB3C AB3 Camera Bundle 5 $789.00 $739.00 $3,695.00 $0.00 $3,695.00 A la Carte Software 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 102 $1.17 $1.17 $238.68 $0.00 $238.68 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 102 $24.36 $24.36 $12,423.60 $0.00 $12,423.60 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 102 $36.54 $36.54 $26,089.56 $0.00 $26,089.56 A la Carte Services 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 102 $11.71 $11.71 $5,972.10 $0.00 $5,972.10 Total $298,856.30 $0.00 $298,856.30 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 195 of 337 Page 4 Q-505954-45344.021DT Delivery Schedule Hardware Bundle Item Description QTY Estimated Delivery Date AB3 Camera Bundle 11534 AXON BODY - CABLE - USB-C TO USB-A (AB3 OR FLEX 2)6 04/01/2024 AB3 Camera Bundle 73202 AXON BODY 3 - CAMERA - NA10 US BLK RAPIDLOCK 5 04/01/2024 AB3 Camera Bundle 74028 AXON BODY - MOUNT - WING CLIP RAPIDLOCK 6 04/01/2024 Fleet 3 Advanced 10 Year 11634 AXON FLEET - CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 3 04/01/2024 Fleet 3 Advanced 10 Year 70112 AXON SIGNAL - SIGNAL UNIT 3 04/01/2024 Fleet 3 Advanced 10 Year 71200 AXON FLEET - AIRGAIN ANT - 5-IN-1 2LTE 2WIFI 1GNSS BL 3 04/01/2024 Fleet 3 Advanced 10 Year 72034 AXON FLEET 3 - SIM INSERTION - VZW 3 04/01/2024 Fleet 3 Advanced 10 Year 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 3 04/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100126 AXON VR - TACTICAL BAG 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100681 SIGNAL SIDEARM, SENSOR ONLY 5 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100833 AXON VR - CONTROLLER - TASER 7 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100862 AXON VR - PLACEHOLDER - HANDGUN CONTROLLER 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101290 AXON VR - HOLSTER - T7 SAFARILAND GRAY RH 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20008 AXON TASER 7 - HANDLE - HIGH VIS GRN LASER CLASS 3R YLW 5 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20018 AXON TASER - BATTERY PACK - TACTICAL 6 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20050 AXON TASER - HOOK-AND-LOOP TRAINING (HALT) SUIT 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20160 AXON TASER 7 - HOLSTER - SAFARILAND RH+CART CARRIER 5 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20296 AXON VR - TABLET 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20297 AXON VR - TABLET CASE 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20378 AXON VR - HEADSET - HTC FOCUS 3 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22175 AXON TASER 7 - CARTRIDGE - LIVE STANDOFF (3.5-DEGREE) NS 15 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22175 AXON TASER 7 - CARTRIDGE - LIVE STANDOFF (3.5-DEGREE) NS 10 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22176 AXON TASER 7 - CARTRIDGE - LIVE CLOSE QUART (12-DEGREE) NS 15 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22176 AXON TASER 7 - CARTRIDGE - LIVE CLOSE QUART (12-DEGREE) NS 10 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22177 AXON TASER 7 - CARTRIDGE - HALT STANDOFF NS 10 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22178 AXON TASER 7 - CARTRIDGE - HALT CLOSE QUART NS 10 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22179 AXON TASER 7 - CARTRIDGE - INERT STANDOFF (3.5-DEGREE) NS 5 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22181 AXON TASER 7 - CARTRIDGE - INERT CLOSE QUART (12-DEGREE) NS 5 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 70033 AXON - DOCK WALL MOUNT - BRACKET ASSY 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 71019 AXON BODY - DOCK POWERCORD - NORTH AMERICA 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 71044 AXON SIGNAL - BATTERY - CR2430 SINGLE PACK 10 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 74200 AXON TASER - DOCK - SIX BAY PLUS CORE 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 80087 AXON TASER - TARGET - CONDUCTIVE PROFESSIONAL RUGGEDIZED 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 80090 AXON TASER - TARGET FRAME - PROFESSIONAL 27.5 IN X 75 IN 1 05/01/2024 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100210 AXON VR - TAP REFRESH 1 - TABLET 1 04/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101009 AXON VR - TAP REFRESH 1 - SIDEARM CONTROLLER 1 04/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101012 AXON VR - TAP REFRESH 1 - CONTROLLER 1 04/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20373 AXON VR - TAP REFRESH 1 - HEADSET 1 04/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73309 AXON BODY - TAP REFRESH 1 - CAMERA 5 04/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73689 AXON BODY - TAP REFRESH 1 - DOCK MULTI BAY 1 04/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22175 AXON TASER 7 - CARTRIDGE - LIVE STANDOFF (3.5-DEGREE) NS 10 05/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22176 AXON TASER 7 - CARTRIDGE - LIVE CLOSE QUART (12-DEGREE) NS 10 05/01/2025 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22175 AXON TASER 7 - CARTRIDGE - LIVE STANDOFF (3.5-DEGREE) NS 10 05/01/2026 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22176 AXON TASER 7 - CARTRIDGE - LIVE CLOSE QUART (12-DEGREE) NS 10 05/01/2026 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22177 AXON TASER 7 - CARTRIDGE - HALT STANDOFF NS 10 05/01/2026 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 196 of 337 Page 5 Q-505954-45344.021DT Hardware Bundle Item Description QTY Estimated Delivery Date BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22178 AXON TASER 7 - CARTRIDGE - HALT CLOSE QUART NS 10 05/01/2026 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22175 AXON TASER 7 - CARTRIDGE - LIVE STANDOFF (3.5-DEGREE) NS 10 05/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22176 AXON TASER 7 - CARTRIDGE - LIVE CLOSE QUART (12-DEGREE) NS 10 05/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100211 AXON VR - TAP REFRESH 2 - TABLET 1 10/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101010 AXON VR - TAP REFRESH 2 - SIDEARM CONTROLLER 1 10/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101013 AXON VR - TAP REFRESH 2 - CONTROLLER 1 10/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20374 AXON VR - TAP REFRESH 2 - HEADSET 1 10/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73310 AXON BODY - TAP REFRESH 2 - CAMERA 5 10/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73688 AXON BODY - TAP REFRESH 2 - DOCK MULTI BAY 1 10/01/2027 Fleet 3 Advanced 10 Year 72040 AXON FLEET - TAP REFRESH 1 - 2 CAMERA KIT 3 10/01/2027 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22175 AXON TASER 7 - CARTRIDGE - LIVE STANDOFF (3.5-DEGREE) NS 10 05/01/2028 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 22176 AXON TASER 7 - CARTRIDGE - LIVE CLOSE QUART (12-DEGREE) NS 10 05/01/2028 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20242 AXON TASER - CERTIFICATION PROGRAM YEAR 6-10 HARDWARE 5 11/01/2029 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100212 AXON VR - TAP REFRESH 3 - TABLET 1 04/01/2030 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101011 AXON VR - TAP REFRESH 3 - SIDEARM CONTROLLER 1 04/01/2030 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101014 AXON VR - TAP REFRESH 3 - CONTROLLER 1 04/01/2030 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20375 AXON VR - TAP REFRESH 3 - HEADSET 1 04/01/2030 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73345 AXON BODY - TAP REFRESH 3 - CAMERA 5 04/01/2030 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73347 AXON BODY - TAP REFRESH 3 - DOCK MULTI BAY 1 04/01/2030 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73346 AXON BODY - TAP REFRESH 4 - CAMERA 5 10/01/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73348 AXON BODY - TAP REFRESH 4 - DOCK MULTI BAY 1 10/01/2032 Fleet 3 Advanced 10 Year 100092 AXON FLEET - TAP REFRESH 2 - 2 CAMERA KIT 3 10/01/2032 Software Bundle Item Description QTY Estimated Start Date Estimated End Date AXON AIR, CLASS 1 UAS BUNDLE 100579 AXON AIR - UAS LICENSE - CLASS 1 2 05/01/2024 10/31/2032 AXON AIR, CLASS 1 UAS BUNDLE 100584 AXON AIR - ADVANCED STREAMING ADD-ON 2 05/01/2024 10/31/2032 AXON AIR, CLASS 1 UAS BUNDLE 100586 AXON AIR - API INTEGRATIONS ADD-ON 2 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20248 AXON TASER - EVIDENCE.COM LICENSE 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20248 AXON TASER - EVIDENCE.COM LICENSE 1 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20370 AXON VR - FULL ACCESS - TASER 7 ADD-ON USER 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73618 AXON COMMUNITY REQUEST - LICENSE - PLUS 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73638 AXON STANDARDS - LICENSE 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73680 AXON RESPOND PLUS - LICENSE 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73683 AXON EVIDENCE - STORAGE - 10GB A LA CARTE 50 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73686 AXON EVIDENCE - STORAGE - UNLIMITED (AXON DEVICE)5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73739 AXON PERFORMANCE - LICENSE 5 05/01/2024 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 73746 AXON EVIDENCE - ECOM LICENSE - PRO 5 05/01/2024 10/31/2032 Fleet 3 Advanced 10 Year 80400 AXON EVIDENCE - FLEET VEHICLE LICENSE 3 05/01/2024 10/31/2032 Fleet 3 Advanced 10 Year 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 3 05/01/2024 10/31/2032 Fleet 3 Advanced 10 Year 80402 AXON RESPOND - LICENSE - FLEET 3 3 05/01/2024 10/31/2032 Fleet 3 Advanced 10 Year 80410 AXON EVIDENCE - STORAGE - FLEET 1 CAMERA UNLIMITED 6 05/01/2024 10/31/2032 A la Carte 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 05/01/2024 10/31/2032 A la Carte 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 05/01/2024 10/31/2032 A la Carte 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 05/01/2024 10/31/2032 Services Bundle Item Description QTY DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 197 of 337 Page 6 Q-505954-45344.021DT Services Bundle Item Description QTY BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101184 AXON INVESTIGATE - TRAINING - OPERATOR AND EXAMINER 1 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101193 AXON TASER - ON DEMAND CERTIFICATION 1 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 20246 AXON TASER 7 - REPLACEMENT ACCESS PROGRAM - DUTY CARTRIDGE 5 Fleet 3 Advanced 10 Year 73391 AXON FLEET 3 - DEPLOYMENT (PER VEHICLE)3 Fleet 3 Advanced 10 Year 73392 AXON FLEET 3 - INSTALLATION - UPGRADE (PER VEHICLE)3 A la Carte 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 Warranties Bundle Item Description QTY Estimated Start Date Estimated End Date Fleet 3 Advanced 10 Year 80379 AXON SIGNAL - EXT WARRANTY - SIGNAL UNIT 3 04/01/2025 10/31/2032 Fleet 3 Advanced 10 Year 80495 AXON FLEET 3 - EXT WARRANTY - 2 CAMERA KIT 3 04/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100197 AXON VR - EXT WARRANTY - HTC FOCUS 3 HEADSET 1 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 100213 AXON VR - EXT WARRANTY - TABLET 1 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101007 AXON VR - EXT WARRANTY - CONTROLLER 1 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 101008 AXON VR - EXT WARRANTY - HANDGUN CONTROLLER 1 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 80374 AXON TASER 7 - EXT WARRANTY - BATTERY PACK 6 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 80395 AXON TASER 7 - EXT WARRANTY - HANDLE 5 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 80396 AXON TASER 7 - EXT WARRANTY - DOCK SIX BAY 1 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 80464 AXON BODY - TAP WARRANTY - CAMERA 5 05/01/2025 10/31/2032 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 80465 AXON BODY - TAP WARRANTY - MULTI BAY DOCK 1 05/01/2025 10/31/2032 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 198 of 337 Page 7 Q-505954-45344.021DT Payment Details Apr 2024 Invoice Plan Item Description Qty Subtotal Tax Total Co-Term 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $1,393.72 $0.00 $1,393.72 Co-Term 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $12.75 $0.00 $12.75 Co-Term 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $319.03 $0.00 $319.03 Co-Term 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $126.20 $0.00 $126.20 Co-Term 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $311.54 $0.00 $311.54 Co-Term 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $663.67 $0.00 $663.67 Co-Term CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $1,997.97 $0.00 $1,997.97 Co-Term Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $3,366.55 $0.00 $3,366.55 Co-Term M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $7,576.01 $0.00 $7,576.01 Upfront Hardware AB3C AB3 Camera Bundle 5 $3,695.00 $0.00 $3,695.00 Total $19,462.44 $0.00 $19,462.44 Oct 2024 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $2,680.17 $0.00 $2,680.17 Year 3 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $24.52 $0.00 $24.52 Year 3 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $613.52 $0.00 $613.52 Year 3 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $242.70 $0.00 $242.70 Year 3 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $599.12 $0.00 $599.12 Year 3 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,276.28 $0.00 $1,276.28 Year 3 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $3,842.25 $0.00 $3,842.25 Year 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $6,474.14 $0.00 $6,474.14 Year 3 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $14,569.31 $0.00 $14,569.31 Total $30,322.01 $0.00 $30,322.01 Oct 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $2,787.36 $0.00 $2,787.36 Year 4 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $25.50 $0.00 $25.50 Year 4 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $638.06 $0.00 $638.06 Year 4 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $252.41 $0.00 $252.41 Year 4 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $623.09 $0.00 $623.09 Year 4 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,327.33 $0.00 $1,327.33 Year 4 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $3,995.94 $0.00 $3,995.94 Year 4 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $6,733.10 $0.00 $6,733.10 Year 4 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $15,152.10 $0.00 $15,152.10 Total $31,534.89 $0.00 $31,534.89 Oct 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $2,898.82 $0.00 $2,898.82 Year 5 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $26.52 $0.00 $26.52 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 199 of 337 Page 8 Q-505954-45344.021DT Oct 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $663.58 $0.00 $663.58 Year 5 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $262.50 $0.00 $262.50 Year 5 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $648.01 $0.00 $648.01 Year 5 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,380.42 $0.00 $1,380.42 Year 5 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $4,155.79 $0.00 $4,155.79 Year 5 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $7,002.43 $0.00 $7,002.43 Year 5 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $15,758.22 $0.00 $15,758.22 Total $32,796.29 $0.00 $32,796.29 Oct 2027 Invoice Plan Item Description Qty Subtotal Tax Total Year 6 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $3,014.78 $0.00 $3,014.78 Year 6 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $27.58 $0.00 $27.58 Year 6 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $690.12 $0.00 $690.12 Year 6 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $273.00 $0.00 $273.00 Year 6 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $673.93 $0.00 $673.93 Year 6 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,435.64 $0.00 $1,435.64 Year 6 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $4,322.01 $0.00 $4,322.01 Year 6 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $7,282.52 $0.00 $7,282.52 Year 6 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $16,388.55 $0.00 $16,388.55 Total $34,108.13 $0.00 $34,108.13 Oct 2028 Invoice Plan Item Description Qty Subtotal Tax Total Year 7 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $3,135.36 $0.00 $3,135.36 Year 7 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $28.68 $0.00 $28.68 Year 7 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $717.73 $0.00 $717.73 Year 7 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $283.93 $0.00 $283.93 Year 7 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $700.89 $0.00 $700.89 Year 7 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,493.07 $0.00 $1,493.07 Year 7 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $4,494.89 $0.00 $4,494.89 Year 7 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $7,573.82 $0.00 $7,573.82 Year 7 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $17,044.09 $0.00 $17,044.09 Total $35,472.46 $0.00 $35,472.46 Oct 2029 Invoice Plan Item Description Qty Subtotal Tax Total Year 8 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $3,260.81 $0.00 $3,260.81 Year 8 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $29.83 $0.00 $29.83 Year 8 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $746.44 $0.00 $746.44 Year 8 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $295.28 $0.00 $295.28 Year 8 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $728.92 $0.00 $728.92 Year 8 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,552.79 $0.00 $1,552.79 Year 8 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $4,674.69 $0.00 $4,674.69 Year 8 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $7,876.78 $0.00 $7,876.78 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 200 of 337 Page 9 Q-505954-45344.021DT Oct 2029 Invoice Plan Item Description Qty Subtotal Tax Total Year 8 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $17,725.82 $0.00 $17,725.82 Total $36,891.36 $0.00 $36,891.36 Oct 2030 Invoice Plan Item Description Qty Subtotal Tax Total Year 9 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $3,391.29 $0.00 $3,391.29 Year 9 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $31.03 $0.00 $31.03 Year 9 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $776.29 $0.00 $776.29 Year 9 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $307.09 $0.00 $307.09 Year 9 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $758.08 $0.00 $758.08 Year 9 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,614.90 $0.00 $1,614.90 Year 9 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $4,861.67 $0.00 $4,861.67 Year 9 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $8,191.85 $0.00 $8,191.85 Year 9 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $18,434.82 $0.00 $18,434.82 Total $38,367.02 $0.00 $38,367.02 Oct 2031 Invoice Plan Item Description Qty Subtotal Tax Total Year 10 100112 AXON AIR - EVIDENCE.COM LICENSE - PILOT DATA 7 $3,526.98 $0.00 $3,526.98 Year 10 100789 AXON INVESTIGATE - UPGRADE TO PRO ACCESS 2 $32.27 $0.00 $32.27 Year 10 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 5 $807.34 $0.00 $807.34 Year 10 73976 TRUE UP - OFFICER SAFETY PLAN 7 PLUS TRUE UP 1 5 $319.38 $0.00 $319.38 Year 10 80462 TRUE UP - FLEET 3 ADVANCED WITH TAP 3 $788.41 $0.00 $788.41 Year 10 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 5 $1,679.50 $0.00 $1,679.50 Year 10 CLASS1UAS AXON AIR, CLASS 1 UAS BUNDLE 2 $5,056.14 $0.00 $5,056.14 Year 10 Fleet3A10Yr Fleet 3 Advanced 10 Year 3 $8,519.52 $0.00 $8,519.52 Year 10 M00007 BUNDLE - OFFICER SAFETY PLAN 7 PLUS 10YR 5 $19,172.16 $0.00 $19,172.16 Total $39,901.70 $0.00 $39,901.70 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 201 of 337 Page 10 Q-505954-45344.021DT Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Contract Sourcewell Contract #010720-AXN is incorporated by reference into the terms and conditions of this Agreement. In the event of conflict the terms of Axon's Master Services and Purchasing Agreement between the Parties, dated September 22, 2022, with Contract Number 23300001, shall govern. CITY OF COLLEGE STATION By: ____________________________ City Manager Date: ___________________________ APPROVED: ________________________________ City Attorney Date: ___________________________ ________________________________ Assistant City Manager/CFO Date: ___________________________ DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 202 of 337 Page 1 Q-501169-45341.868DT Q-501169-45341.868DT Issued: 02/19/2024 Quote Expiration: 04/07/2024 Estimated Contract Start Date: 05/01/2024 Account Number: 514490 Payment Terms: N30 Delivery Method: SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT College Station Support PD - TX 800 Krenek Tap Rd College Station, TX 77840-5028 USA College Station Support PD - TX PO BOX 9960 COLLEGE STATION TX 77842-7960 USA Email: Danny Thielen Phone: (480) 434-8810 Email: dthielen@axon.com Fax: Mike Pavelka Phone: Email: Fax: Quote Summary Discount SummaryProgram Length 102 Months Average Savings Per Year $32.04 TOTAL COST $15,843.08 ESTIMATED TOTAL W/ TAX $15,843.08 TOTAL SAVINGS $3,267.64 Payment Summary Date Subtotal Tax Total Mar 2024 $978.68 $0.00 $978.68 Oct 2024 $1,613.20 $0.00 $1,613.20 Oct 2025 $1,677.73 $0.00 $1,677.73 Oct 2026 $1,744.84 $0.00 $1,744.84 Oct 2027 $1,814.63 $0.00 $1,814.63 Oct 2028 $1,887.22 $0.00 $1,887.22 Oct 2029 $1,962.71 $0.00 $1,962.71 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 This quote, terms and conditions and SOW are subject to the terms and conditions of the Axon MSPA between the Parties, dated September 22, 2022, with contract number 2330001. All other terms and conditions of the MSPA remain in full force and effect. DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 203 of 337 Page 2 Q-501169-45341.868DT Payment Summary Date Subtotal Tax Total Oct 2030 $2,041.21 $0.00 $2,041.21 Oct 2031 $2,122.86 $0.00 $2,122.86 Total $15,843.08 $0.00 $15,843.08 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 204 of 337 Page 3 Q-501169-45341.868DT Quote Unbundled Price:$19,110.72 Quote List Price:$19,110.72 Quote Subtotal:$15,843.08 Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Software ProLicense Pro License Bundle 4 102 $46.84 $38.83 $15,843.08 $0.00 $15,843.08 Total $15,843.08 $0.00 $15,843.08 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 205 of 337 Page 4 Q-501169-45341.868DT Delivery Schedule Software Bundle Item Description QTY Estimated Start Date Estimated End Date Pro License Bundle 73683 AXON EVIDENCE - STORAGE - 10GB A LA CARTE 12 05/01/2024 10/31/2032 Pro License Bundle 73746 AXON EVIDENCE - ECOM LICENSE - PRO 4 05/01/2024 10/31/2032 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 206 of 337 Page 5 Q-501169-45341.868DT Payment Details Mar 2024 Invoice Plan Item Description Qty Subtotal Tax Total Co-Term ProLicense Pro License Bundle 4 $978.68 $0.00 $978.68 Total $978.68 $0.00 $978.68 Oct 2024 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 ProLicense Pro License Bundle 4 $1,613.20 $0.00 $1,613.20 Total $1,613.20 $0.00 $1,613.20 Oct 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 ProLicense Pro License Bundle 4 $1,677.73 $0.00 $1,677.73 Total $1,677.73 $0.00 $1,677.73 Oct 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 ProLicense Pro License Bundle 4 $1,744.84 $0.00 $1,744.84 Total $1,744.84 $0.00 $1,744.84 Oct 2027 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 ProLicense Pro License Bundle 4 $1,814.63 $0.00 $1,814.63 Total $1,814.63 $0.00 $1,814.63 Oct 2028 Invoice Plan Item Description Qty Subtotal Tax Total Year 6 ProLicense Pro License Bundle 4 $1,887.22 $0.00 $1,887.22 Total $1,887.22 $0.00 $1,887.22 Oct 2029 Invoice Plan Item Description Qty Subtotal Tax Total Year 7 ProLicense Pro License Bundle 4 $1,962.71 $0.00 $1,962.71 Total $1,962.71 $0.00 $1,962.71 Oct 2030 Invoice Plan Item Description Qty Subtotal Tax Total Year 8 ProLicense Pro License Bundle 4 $2,041.21 $0.00 $2,041.21 Total $2,041.21 $0.00 $2,041.21 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 207 of 337 Page 6 Q-501169-45341.868DT Oct 2031 Invoice Plan Item Description Qty Subtotal Tax Total Year 9 ProLicense Pro License Bundle 4 $2,122.86 $0.00 $2,122.86 Total $2,122.86 $0.00 $2,122.86 DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 208 of 337 Page 7 Q-501169-45341.868DT Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Contract Sourcewell Contract #010720-AXN is incorporated by reference into the terms and conditions of this Agreement. In the event of conflict the terms of Axon's Master Services and Purchasing Agreement between the Parties, dated September 22, 2022, with Contract Number 23300001, shall govern. \s1\\d1\ CITY OF COLLEGE STATION By: City Manager Date: ___________________________ APPROVED: ________________________________ City Attorney Date: ___________________________ ________________________________ Assistant City Manager/CFO Date: ___________________________ DocuSign Envelope ID: A5C9E5C8-2933-4ED1-B6E0-168118E553E5 Page 209 of 337 March 28, 2024 Item No. 8.1. Salvation Army Presentation Sponsor: Debbie Eller, Director of Community Services Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action regarding local efforts by The Salvation Army to raise funds for their Pathway of Hope Center, a one-stop social services and transitional housing campus to address critical assistance to family issues in Bryan, College Station, and Brazos County. Relationship to Strategic Goals: Core Services & Infrastructure, Diverse & Growing Economy Recommendation(s): Staff recommends that City Council receive a presentation from representatives from The Salvation Army Summary: Representatives from The Salvation Army will provide a presentation regarding local efforts by The Salvation Army to raise funds for their Pathway of Hope Center, a one-stop social services and transitional housing campus to address critical assistance to family issues in Bryan, College Station, and Brazos County. Budget & Financial Summary: N/A Attachments: None Page 210 of 337 March 28, 2024 Item No. 8.2. FY23 ACFR Sponsor: Michael DeHaven, Assistant Director of Fiscal Services Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action, relating to receiving the annual audit reports and Annual Comprehensive Financial Report (ACFR) for the fiscal year ended September 30, 2023. Relationship to Strategic Goals: Financially Sustainable City Recommendation(s): Staff recommends that Council accept the 2023 audit reports and ACFR. Summary: The City's Charter and Fiscal and Budgetary Policies along with State law require that not less than thirty (30) days prior to the end of each fiscal year, the City Council shall designate a qualified public accountant or accountants who, as of the end of the fiscal year, shall make an independent audit of accounts and other evidences of financial transactions of the City government and shall submit the report to the City Council. Also, the City's budgetary policies require that the auditor jointly review the management letter/audit results with the City Council within 30 days of receipt by the staff. Ms. Amanda Eaves of Forvis, LLP will present the results of the fiscal year 2023 audit and present, along with staff, the 2023 ACFR Ms. Eaves will also be available to answer any questions the City Council may have. Budget & Financial Summary: The reports provide a summary of the City's financial position as of September 30, 2023. Delivered to Council under separate cover: 1. Comprehensive Annual Financial Report for the Fiscal Year ended September 30, 2023 (Delivered to Council under separate cover) 2. Single Audit Reports (Delivered to Council under separate cover) 3. Management Letter (Delivered to Council under separate cover) 4. Staff response to Management Letter (Delivered to Council under separate cover) Attachments: None Page 211 of 337 March 28, 2024 Item No. 8.3. City Council Strategic Plan Sponsor: Ross Brady, Assistant to the City Manager Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action on the 2024 Update to the City Council Strategic Plan. Relationship to Strategic Goals: Good Governance Financial Sustainability Core Services and Infrastructure Neighborhood Integrity Diverse and Growing Economy Improving Mobility Sustainable city Recommendation(s): Staff respectfully recommends Council consider the changes to the City Council Strategic Plan and approve the changes if they reflect the will of the Council. Summary: Last month, the City Council held a strategic planning retreat. During the retreat, the Council recommended updates to the strategic plan. The attached documents show the recommended changes. Budget & Financial Summary: Attachments: 1. City Council Strategic Plan 2024 Update 2. City Council Strategic Plan 2024 Update - Redline Page 212 of 337 City Council Strategic Plan – 2024 Update City Council Mission On behalf of the citizens of College Station, home of Texas A&M University, we will continue to promote and advance the community’s quality of life. Community Vision College Station, the proud home of Texas A&M University and the heart of Aggieland, will serve as an example of a vibrant, forward thinking, knowledge-based community, that promotes the highest quality of life. Core Values • The health, safety, and general well-being of the community. • Excellence in customer service. • Fiscal responsibility. • Citizen involvement and participation. • Collaboration and cooperation. • Regionalism as an active member of the Brazos Valley community and beyond. • Activities that promote local autonomy. • Plan and collaborate with Texas A&M University. Why have a plan? To maintain and enhance College Station’s high quality of life and unique community character, the College Station City Council works closely with residents and the city’s experienced management team to plan for current and future needs. The Strategic Plan identifies shared priorities and goals and provides a cohesive framework for the annual budget process. The Strategic Plan’s seven initiatives include specific objectives and actions designed to meet the initiatives’ goals. The plan also outlines performance measures to mark each initiative’s progress and the plan’s overall success. Page 213 of 337 Good Governance GOAL: The city is governed in a transparent, efficient, accountable, and responsive manner on behalf of its citizens that actively promotes citizen involvement. OBJECTIVES: What does this mean for citizens? • The city conducts business in an open and inclusive fashion. • The city delivers services in an efficient, practical manner. • The city actively pursues the aspirations, goals, and expectations of its citizens. • Citizens are encouraged to serve on city boards, commissions, and other volunteer capacities. • Citizens are satisfied with city services and facilities. ACTIONS: How will we achieve success? • The council will annually review and implement the Strategic Plan. • The city will ensure all agreements with external entities are fair and beneficial to the citizens of College Station. • The city will conduct regular citizen surveys about city services and priorities. • The council will conduct regular internal audits of city services, practices and programs and report the results to the public. • The city will televise, livestream, and record council meetings. • Critical governance information such as plans, budgets, ordinances, expenditures, etc., will be available on the city’s website and in city offices. • The council will ensure its funding partners remain wise stewards of tax funds. • The council will adopt and adhere to a series of practices for conducting its meetings. • The city will ensure notices are posted and readily available to the public. • The city will share information and communicate with citizens about city issues through owned, earned, and paid media. • The city will implement strategies to engage with the public safely and effectively. Page 214 of 337 Financial Sustainability GOAL: Wise stewardship of financial resources results in the city’s ability to meet service demands and obligations without compromising the ability of future generations to do the same. OBJECTIVES: What does this mean for citizens? • The city maintains diverse sources of revenue and a comparable property tax rate for growing cities of comparable size. • The city maintains adequate reserves to ease the impact of economic fluctuations. • The city maintains economic competitiveness measured by comparable trends. • Citizens know where city revenue comes from and how it is spent. • Citizens are satisfied with city services and facilities. ACTIONS: How will we achieve success? • The city will have an annual balanced budget and a diversity of revenue sources. • The city will endeavor to maintain or improve its bond ratings. • Enterprise operation rates will be set to meet service demands. • The city will seek grants and other outside funding. • The city will strive to maintain and rehabilitate equipment, facilities, and infrastructure on a strategic schedule and establish reserve funds to enable replacement. • The city will seek the efficient delivery of services and facilities. • The city will maximize the transparency of expenditures, policies, and procedures. • The city will conduct routine audits to ensure accountability and maximize efficiency. • The city will set fees at appropriate levels to recover the costs of service delivery. Page 215 of 337 Core Services & Infrastructure GOAL: The city’s core services and infrastructure are efficiently, effectively and strategically delivered to enable economic growth and development, and to maintain citizens’ health, safety and general welfare. OBJECTIVES: What does this mean for citizens? • The city has few utility failures and outages. • The city reduces crime and fear of crime, including risk of injury or property damage. • The city protects life and property. • City services and facilities are adequate in size, location, and timing. • City services and utilities are safe and efficient. • The city assists at-risk and low-income residents. • Citizens are satisfied with city services and facilities. ACTIONS: How will we achieve success? • The city will maintain program accreditations and certifications. • The city will attract and retain professional staff and be an employer of choice. • The city will guide private and public land use for business development. • The city will plan for, maintain, and invest in the infrastructure, facilities, services, personnel, and equipment needed to meet projected needs and opportunities. • The city will provide immersive learning experiences for citizens. • The city will use technology to deliver services effectively and efficiently. • The city will continue to support community development agencies that demonstrate good stewardship of public funds. • The city will continue to support fair and workforce housing programs. • The city will explore potential partnerships to enhance core services. Page 216 of 337 Neighborhood Integrity GOAL: The city’s neighborhoods are long-term, viable, safe, and appealing. OBJECTIVES: What does this mean for citizens? • The city has diverse housing choices, and property values are stable or increasing. • The city strives to ensure citizens are satisfied with the quality of life in their neighborhoods. • The city strives to mitigate the negative impacts of neglected properties. • Citizens have numerous opportunities to actively engage in decisions affecting their neighborhoods. ACTIONS: How will we achieve success? • The city will strive to have proactive code enforcement. • Federal and state funds will be used to help provide workforce housing and address community development needs and opportunities. • The city will use a geographic-based approach to deliver police services. • The Police Department’s Community Enhancement Unit will provide proactive neighborhood support. • The city will continue to invest in the maintenance and rehabilitation of neighborhood infrastructure and facilities. • The city will continue its partnerships with Texas A&M University to educate renters. • The city will expand mobile-ready technologies to inform citizens and engage them on city issues and concerns. • The city will continue to plan with neighborhood residents to address concerns and capitalize on opportunities. • The city will continue to support and partner with homeowner and neighborhood associations to proactively address their priorities and interests. Page 217 of 337 Diverse & Growing Economy GOAL: The city’s diverse economy generates high-quality, stable jobs that strengthen the sales and property tax base and contribute to an exceptional quality of life. OBJECTIVES: What does this mean for citizens? • The city’s annual taxable value increases. • The city’s annual sales tax and hotel occupancy tax receipts increase. • The number of high-paying, full-time private sector jobs increases. • Adequate, serviceable land is available for economic development opportunities. • Opportunities are available for starting and operating businesses. • The city will foster a culture of entrepreneurship. ACTIONS: How will we achieve success? • The city will support, expand, and diversify a consumer-oriented economy. • The city will protect major economic assets from incompatible encroachments. • The city will support efforts to expand and enhance broadband internet services. • The city will support diverse, business-to-business services. • The city will expand and diversify efforts to generate job growth. • The city will plan and invest in infrastructure, facilities, services, personnel, and equipment needed to meet projected needs and opportunities. • The city will ensure business impacts are considered in the development of regulations and standards. • The city will ensure adequate, serviceable land is available for economic needs. • The city will maintain and increase relationships with local, regional, and public/private economic partners. • The city will promote the College Station brand through business recruitment and destination marketing efforts. • The city will continue to develop and promote signature events, features, and venues for residents and visitors. Page 218 of 337 Improving Mobility GOAL: The city has a safe, efficient, sustainable and well-connected multimodal and innovative transportation system which contributes to a high quality of life and is sensitive to surrounding uses. OBJECTIVES: What does this mean for citizens? • The city increases the number of safe and complete ways to travel in town. • The city increases the enforcement of traffic offenses in an effort to decrease vehicle accidents. • City streets are not heavily congested for extended periods of time. • City streets, sidewalks, bike lanes, and multi-modal paths are well-maintained and free of hazards. ACTIONS: How will we achieve success? • The city will provide streets which safely accommodate multimodal transportation. • The city will ensure streets and sidewalks have features which promote pedestrian and bicycle safety. • The city will seek transit opportunities through partnerships. • The city will provide for land uses which support multimodal opportunities. • The city will plan for infrastructure which meets projected growth and development. • The city will seek federal and state funds to construct facilities. • The city will make investments to help avoid long periods of traffic congestion. • The city will promote a well-connected system of residential streets and collector avenues to ease the strain on expensive arterial boulevards. • The city will identify and fund a multi-year capital improvements program. • The city will maintain and rehabilitate the system to avoid costly replacement. • The city will maximize the system’s efficiency, including intersection improvements, traffic signal timing and signage. Page 219 of 337 Sustainable City GOAL: The city’s conservation and environmental awareness is fiscally responsible and results in a real and tangible return on investment. OBJECTIVES: What does this mean for citizens? • The city utilizes and purchases power from renewable energy sources. • The city reduces energy and water consumption. • The city reduces the volume of waste generated. • The city uses land efficiently, effectively, and equitably. • The city protects vulnerable environmental features. • The city reduces the risk associated with flooding and other natural hazards. ACTIONS: How will we achieve success? • The city will enhance its conservation and recycling efforts. • The city will utilize renewable energy. • The city will purchase renewable energy. • The city will protect its potable water supply and its ability to meet projected demands. • The city will conduct sound land use planning guided by its Comprehensive Plan. • The city will increase participation in FEMA’s Community Rating System program. • The city will acquire flood-prone areas and their associated riparian areas through its Greenway Acquisition program. • The city will seek grants and other sources of outside funding to support sustainability efforts. • The city will encourage education about city conservation efforts and programs. • The city will invest in co-production in service delivery where applicable. • The city will identify strategies to utilize publicly owned land for future investments. Page 220 of 337 FY24 Strategies Good Governance •Increase transparency and improve the public’s ability to participate in government through efforts such as continuing to offer virtual options for public meetings, providing a centralized calendar for public meetings and events, and allowing citizens to book city facilities from the city’s website. •Work with College Station ISD to form a joint legislative committee. •Explore annexation opportunities. Financial Sustainability •Explore and pursue methods of diversifying the city’s sources of revenue. •Consider alternative infrastructure funding opportunities. Core Services & Infrastructure •Evaluate options for a community recreation center. •Explore opportunities for a conference center or convention center. •Increase and expand programming in our parks system. •Begin planning and design of Southwest Park. •Consider opportunities for Southeast Park and options for expanded baseball fields. •Make infrastructure improvements in aging areas. Neighborhood Integrity •Provide options for affordable, dense housing in Northgate, Wolf Pen Creek, and other targeted areas to relieve housing pressure in existing neighborhoods. Diverse & Growing Economy •Expand and diversify efforts to attract high-quality, stable jobs. •Find opportunities to connect Century Square with Hensel Park. •Pursue options for redevelopment of Wolf Pen Creek corridor and Post Oak Mall. •Expand Christmas in College Station. •Improve infrastructure, programming, and opportunities in the Northgate area. •Add gateway signage at every major entrance to College Station. Improving Mobility •Expand public transit options and increase multimodal infrastructure. •Work with contractors to ensure multimodal infrastructure is included in project design. •Develop a new, broader relationship with Brazos Transit based on federal direction, including the need for local representation. Sustainable City •Examine ways to utilize co-production for service delivery. Page 221 of 337 City Council Strategic Plan – 2023 2024 Update City Council Mission On behalf of the citizens of College Station, home of Texas A&M University, we will continue to promote and advance the community’s quality of life. Community Vision College Station, the proud home of Texas A&M University and the heart of Aggieland, will serve as an example of a vibrant, forward thinking, knowledge-based community, that promotes the highest quality of life. Core Values • The health, safety, and general well-being of the community. • Excellence in customer service. • Fiscal responsibility. • Citizen involvement and participation. • Collaboration and cooperation. • Regionalism as an active member of the Brazos Valley community and beyond. • Activities that promote local autonomy. • Plan and collaborate with Texas A&M University. Why have a plan? To maintain and enhance College Station’s high quality of life and unique community character, the College Station City Council works closely with residents and the city’s experienced management team to plan for current and future needs. The Strategic Plan identifies shared priorities and goals, andgoals and provides a cohesive framework for the annual budget process. The Strategic Plan’s seven initiatives include specific objectives and actions designed to meet the initiatives’ goals. The plan also outlines performance measures to mark each initiative’s progress and the plan’s overall success. Page 222 of 337 Good Governance GOAL: The city is governed in a transparent, efficient, accountable, and responsive manner on behalf of its citizens that actively promotes citizen involvement. OBJECTIVES: What does this mean for citizens? • The city conducts business in an open and inclusive fashion. • The city delivers services in an efficient, practical manner. • The city actively pursues the aspirations, goals, and expectations of its citizens. • Citizens are encouraged to serve on city boards, commissions, and in other volunteer capacities. • Citizens are satisfied with city services and facilities. ACTIONS: How will we achieve success? • The council will annually review and implement the Strategic Plan. • The city will ensure all agreements with external entities are fair and beneficial to the citizens of College Station. • The city will conduct regular citizen surveys about city services and priorities. • The council will conduct regular internal audits of city services, practices and programs and report the results to the public. • The city will televise, livestream, and record council meetings. • Critical governance information such as plans, budgets, ordinances, expenditures, etc., will be available on the city’s website and in city offices. • The council will ensure its funding partners remain wise stewards of tax funds. • The council will adopt and adhere to a series of practices for conducting its meetings. • The city will ensure notices are posted and readily available to the public. • The city will share information and communicate with citizens about city issues through owned, earned, and paid media. • The city will implement strategies to safely and effectively engage with the public. Page 223 of 337 Financial Sustainability GOAL: Wise stewardship of financial resources results in the city’s ability to meet service demands and obligations without compromising the ability of future generations to do the same. OBJECTIVES: What does this mean for citizens? • The city maintains diverse sources of revenue and a comparable property tax rate for growing cities of comparable size. • The city maintains adequate reserves to ease the impact of economic fluctuations. • The city maintains economic competitiveness measured by comparable trends. • Citizens know where city revenue comes from and how it is spent. • Citizens are satisfied with city services and facilities. ACTIONS: How will we achieve success? • The city will have an annual balanced budget and a diversity of revenue sources. • The city will endeavor to maintain or improve its bond ratings. • Enterprise operation rates will be set to meet service demands. • The city will seek grants and other outside funding. • The city will strive to maintain and rehabilitate equipment, facilities, and infrastructure on a strategic schedule and establish reserve funds to enable replacement. • The city will seek the efficient delivery of services and facilities. • The city will maximize the transparency of expenditures, policies, and procedures. • The city will conduct routine audits to ensure accountability and maximize efficiency. • The city will set fees at appropriate levels to recover the costs of service delivery. Page 224 of 337 Core Services & Infrastructure GOAL: The city’s core services and infrastructure are efficiently, effectively and strategically delivered to enable economic growth and development, and to maintain citizens’ health, safety and general welfare. OBJECTIVES: What does this mean for citizens? • The city has few utility failures and outages. • The city reduces crime and fear of crime, including risk of injury or property damage. • The city protects life and property. • City services and facilities are adequate in size, location, and timing. • City services and utilities are safe and efficient. • The city assists at-risk and low-income residents. • Citizens are satisfied with city services and facilities. ACTIONS: How will we achieve success? • The city will maintain program accreditations and certifications. • The city will attract and retain professional staff and be an employer of choice. • The city will guide private and public land use for business development. • The city will plan for, maintain, and invest in the infrastructure, facilities, services, personnel, and equipment needed to meet projected needs and opportunities. • The city will provide immersive learning experiences for citizens. • The city will use technology to deliver services effectively and efficiently. • The city will continue to support community development agencies that demonstrate good stewardship of public funds. • The city will continue to support fair and workforce housing programs. • The city will explore potential partnerships to enhance core services. Page 225 of 337 Neighborhood Integrity GOAL: The city’s neighborhoods are long-term, viable, safe, and appealing. OBJECTIVES: What does this mean for citizens? • The city has diverse housing choices, and property values are stable or increasing. • The city strives to ensure citizens are satisfied with the quality of life in their neighborhoods. • The city strives to mitigate the negative impacts of neglected properties. • Citizens have numerous opportunities to actively engage in decisions that affecting their neighborhoods. ACTIONS: How will we achieve success? • The city will strive to have proactive code enforcement. • Federal and state funds will be used to help provide workforce housing and address community development needs and opportunities. • The city will use a geographic-based approach to deliver police services. • The Police Department’s Community Enhancement Unit will provide proactive neighborhood support. • The city will continue to invest in the maintenance and rehabilitation of neighborhood infrastructure and facilities. • The city will continue its partnerships with Texas A&M University to educate renters. • The city will expand mobile-ready technologies to inform citizens and engage them on city issues and concerns. • The city will continue to plan with neighborhood residents to address concerns and capitalize on opportunities. • The city will continue to support and partner with homeowner and neighborhood associations to proactively address their priorities and interests. Page 226 of 337 Diverse & Growing Economy GOAL: The city’s diverse economy generates high-quality, stable jobs that strengthen the sales and property tax base and contribute to an exceptional quality of life. OBJECTIVES: What does this mean for citizens? • The city’s annual taxable value increases. • The city’s annual sales tax and hotel occupancy tax receipts increase. • The number of high-paying, full-time private sector jobs increases. • Adequate, serviceable land is available for economic development opportunities. • Opportunities are available for starting and operating businesses. • The city will foster a culture of entrepreneurship. ACTIONS: How will we achieve success? • The city will support, expand, and diversify a consumer-oriented economy. • The city will protect major economic assets from incompatible encroachments. • The city will support efforts to expand and enhance broadband internet services. • The city will support diverse, business-to-business services. • The city will expand and diversify efforts that focus onto generate job growth. • The city will plan and invest in infrastructure, facilities, services, personnel, and equipment needed to meet projected needs and opportunities. • The city will ensure that business impacts are considered in the development of regulations and standards. • The city will ensure adequate, serviceable land is available for economic needs. • The city will maintain and increase relationships with local, regional, and public/private economic partners. • The city will promote the College Station brand through business recruitment and destination marketing efforts. • The city will continue to develop and promote signature events, features, and venues for residents and visitors. Page 227 of 337 Improving Mobility GOAL: The city has a safe, efficient, sustainable and well-connected multimodal and innovative transportation system that which contributes to a high quality of life and is sensitive to surrounding uses. OBJECTIVES: What does this mean for citizens? • The city increases the number of safe and complete ways to travel in town. • The city increases the enforcement of traffic offenses in an effort to decrease vehicle accidents. • City streets are not heavily congested for extended periods of time. • City streets, sidewalks, bike lanes, and multi-modal paths are well-maintained • and free of hazards. ACTIONS: How will we achieve success? • The city will provide streets that which safely accommodate multimodal transportation. • The city will ensure streets and sidewalks have features that which promote pedestrian and bicycle safety. • The city will seek transit opportunities through partnerships. • The city will provide for land uses that which support multimodal opportunities. • The city will plan for infrastructure that which meets projected growth and development. • The city will seek federal and state funds to construct facilities. • The city will make investments to help avoid long periods of traffic congestion. • The city will promote a well-connected system of residential streets and collector avenues to ease the strain on expensive arterial boulevards. • The city will identify and fund a multi-year capital improvements program. • The city will maintain and rehabilitate the system to avoid costly replacement. • The city will maximize the system’s efficiency, including intersection improvements, traffic signal timing and signage. Formatted: Normal, Indent: Left: 0.25", No bullets ornumbering Page 228 of 337 Sustainable City GOAL: The city’s conservation and environmental awareness is fiscally responsible and results in a real and tangible return on investment. OBJECTIVES: What does this mean for citizens? • The city utilizes and purchases power from renewable energy sources. • The city reduces energy and water consumption. • The city reduces the volume of waste generated. • The city uses land efficiently, effectively, and equitably. • The city protects vulnerable environmental features. • The city reduces the risk associated with flooding and other natural hazards. ACTIONS: How will we achieve success? • The city will enhance its conservation and recycling efforts. • The city will utilize renewable energyenergy. • The city will purchase renewable energy. • The city will protect its potable water supply and its ability to meet projected demands. • The city will conduct sound land use planning guided by its Comprehensive Plan. • The city will increase participation in FEMA’s Community Rating System program. • The city will acquire flood-prone areas and their associated riparian areas through its Greenway Acquisition program. • The city will seek grants and other sources of outside funding to support its sustainability efforts. • The city will encourage education about city conservation efforts and programs. • The city will invest in co-production in service delivery where applicable. • The city will identify strategies to utilize publicly owned land for future investments. Page 229 of 337 FY23 FY24 Strategies Good Governance • Increase transparency and improve the public’s ability to participate in government through efforts such as continuing to offer virtual options for public meetings, providing a centralized calendar for public meetings and events, and allowing citizens to book city facilities from the city’s website. • Work with College Station ISD to form a joint legislative committee. • Explore annexation opportunities. • Assist in the completion of transitional housing on Anderson. Financial Sustainability • Explore and pursue methods of diversifying the city’s sources of revenue. • Consider alternative infrastructure funding opportunities. Core Services & Infrastructure • Explore Evaluate options for a community recreation center. • Explore opportunities for a conference center or convention center, or a combination of the two.. • Identify a site and begin design of Fire Station No. 7. • Increase and expand programming in our parks system. • Begin planning and design of Southwest Park. • Consider opportunities for Southeast Park and options for expanded baseball fields. • Make infrastructure improvements in aging areas. • Explore options for expanded museums. Neighborhood Integrity • Provide options for affordable, dense housing options in Northgate, Wolf Pen Creek, and other targeted areas to relieve housing pressure in existing neighborhoods. Diverse & Growing Economy • Expand and diversify efforts to attract high-quality, stable jobs. • Find opportunities to connect Century Square with Hensel Park. • Pursue options for redevelopment at Post Oak Mall and Wolf Pen Creek Parkof Wolf Pen Creek corridor and Post Oak Mall. • Expand Christmas in College Station. • Improve infrastructure, programming, and opportunities in the Northgate area. • Add gateway signage at every major entrance to College Station. Improving Mobility • Expand public transit options and increase multimodal infrastructure. • Work with contractors to ensure multimodal infrastructure is included in project design. • Develop a new, broader relationship with Brazos Transit based on federal direction, including the need for local representation. Formatted: Font: Not Italic Formatted: List Paragraph, Bulleted + Level: 1 +Aligned at: 0.25" + Indent at: 0.5" Page 230 of 337 Sustainable City • Examine ways to utilize co-production for service delivery. Page 231 of 337 March 28, 2024 Item No. 9.1. 800 Marion Pugh Rezoning Sponsor: Robin Macias Reviewed By CBC: Planning & Zoning Commission Agenda Caption: Public Hearing, presentation, discussion, and possible action regarding an ordinance amending Appendix A, Unified Development Ordinance, Article 4, "Zoning Districts," Section 4.2 "Official Zoning Map," of the Code of Ordinances of the City of College Station, Texas, by changing the zoning district boundaries from R-4 Multi-Family to MF Multi-Family for approximately 28 acres generally located at 800 Marion Pugh Drive. Relationship to Strategic Goals: Diverse and Growing Economy Recommendation(s): Staff recommends approval of the rezoning request as it is in line with the Comprehensive Plan and is compatible with the surrounding area. The Planning and Zoning Commission heard this item at their March 7, 2024 meeting and voted unanimously to recommend approval. Summary: This request is to rezone approximately 28 acres of land generally located at 800 Marion Pugh Drive from R-4 Multifamily to MF Multifamily. The subject property is currently developed as an apartment complex. It is the applicant’s intent to add additional dwelling units to the property, some of which would be a Shared Housing use. The current zoning district is a retired district and does not allow for Shared Housing without a HOO High Occupancy Overlay. The MF Multifamily zoning allows Shared Housing by right. REZONING REVIEW CRITERIA 1. Whether the proposal is consistent with the Comprehensive Plan: The subject properties are designated on the Comprehensive Plan Future Land Use & Character Map as Neighborhood Center. For the Neighborhood Center land use, the Comprehensive Plan provides the following: Areas appropriate for a mix of uses arranged in a compact and walkable pattern at a smaller scale than Urban Centers. These areas consist of residential, commercial, and office uses arranged horizontally in an integrated manner. Neighborhood Centers should also incorporate consolidated parking facilities, access to transportation alternatives, open space and recreational facilities, and public uses. The intent of the Neighborhood Center land use is to create and reinforce walkable activity centers that are connected to surrounding development and include a mix of complementary uses. Developments should accommodate a mix of building types that frame attractive pedestrian spaces and encourage shared surface parking located behind or to the side of buildings. The zoning districts that are generally appropriate within this land use include: mixed-use or commercial and multi-family zoning may be considered in some circumstances if designed in an integrated manner through a Planned Development District with a preferred emphasis on urban form. Page 232 of 337 The Comprehensive Plan states that with the continued population growth there is a demand for additional housing. This additional housing should include a variety of housing types to meet the needs and demands of all residents including students, young professionals, and renters. This additional housing could come from a combination of infill development, redevelopment projects in existing areas, and new developments. The proposed zoning district is in line with the Comprehensive Plan as it meets the intent of creating more density for the growing population. The subject property is in a core area designated as Neighborhood Center and is within walking distance to several commercial areas, located along a Texas A&M bus route and adjacent to John Crompton Park. Furthermore, the rezoning to MF Multifamily will eliminate the retired zoning district currently on this property, while essentially keeping the same use on the site. 2. Whether the uses permitted by the proposed zoning district will be appropriate in the context of the surrounding area: The subject property is bordered by Holleman Dr. W, Jones Butler Rd., Luther St. W and Marion Pugh Drive. Adjacent properties are zoned R-4 Multi-Family to the east, MU Mixed Use and R-4 Multi-Family to the west, C-U College and University to the north and GS General Suburban to the south. The subject property is surrounded by existing apartment complexes to the north, east and west and John Crompton Park to the south. In 2014, based on the direction of the 2009 Comprehensive Plan and a subcommittee of the Planning and Zoning Commission, the R-4 district was retired by City Council and the MF Multifamily zoning district adopted to help meet the new expectations of multifamily development. The proposed zoning district would be compatible with the surrounding area as the majority of the area is currently developed as multi-family apartment complexes. 3. Whether the property to be rezoned is physically suitable for the proposed zoning district: The size and location of the subject property is suitable for multi-family development allowed within the proposed zoning district. The site has adequate space to meet the minimal dimensional standards for the zoning district. 4. Whether there is available water, wastewater, stormwater, and transportation facilities generally suitable and adequate for uses permitted by the proposed zoning district: The existing water and wastewater infrastructure surrounding the site is adequate to support the needs of this zoning change. Site specific improvements necessary to support the development such as sanitary sewer connections, drainage, and any other infrastructure required with the site development shall be designed and constructed in accordance with the BCS Unified Design Guidelines. The subject property is bordered by Holleman Dr. W, Jones Butler Rd., Luther St. W and Marion Pugh Dr. The site will have access from Holleman Dr. W, Luther St. W and Marion Pugh Dr. The change in proposed use is expected to generate an increase of less than 150 trips in any peak hour; therefore, a TIA was not required. 5. The marketability of the property: Page 233 of 337 The uses allowed by the proposed zoning district are generally marketable for the area. Budget & Financial Summary: N/A Attachments: 1. Ordinance_Marion Pugh 2. Vicinity, Aerial and Small Area Map 3. Rezoning Exhibit 4. Background Information 5. Applicant's Supporting Information 6. Future Land Use Map 7. Rezoning Map Page 234 of 337 Ordinance Form 08-27-19 ORDINANCE NO. _____ AN ORDINANCE AMENDING APPENDIX A “UNIFIED DEVELOPMENT ORDINANCE,” ARTICLE 4 “ZONING DISTRICTS,” SECTION 4.2, “OFFICIAL ZONING MAP” OF THE CODE OF ORDINANCES OF THE CITY OF COLLEGE STATION, TEXAS, BY CHANGING THE ZONING DISTRICT BOUNDARIES AFFECTING APPROXIMATELY 28 ACRES GENERALLY LOCATED AT 800 MARION PUGH DRIVE AS DESCRIBED BELOW; PROVIDING A SEVERABILITY CLAUSE; DECLARING A PENALTY; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:That Appendix A “Unified Development Ordinance,” Article 4 “Zoning Districts,” Section 4.2 “Official Zoning Map” of the Code of Ordinances of the City of College Station, Texas, be amended as set out in Exhibit “A” and Exhibit “B” attached hereto and made a part of this Ordinance for all purposes. PART 2:If any provision of this Ordinance or its application to any person or circumstances is held invalid or unconstitutional, the invalidity or unconstitutionality does not affect other provisions or application of this Ordinance or the Code of Ordinances of the City of College Station, Texas, that can be given effect without the invalid or unconstitutional provision or application, and to this end the provisions of this Ordinance are severable. PART 3:That any person, corporation, organization, government, governmental subdivision or agency, business trust, estate, trust, partnership, association and any other legal entity violating any of the provisions of this Ordinance shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punishable by a fine of not less than twenty five dollars ($25.00) and not more than five hundred dollars ($500.00) or more than two thousand dollars ($2,000) for a violation of fire safety, zoning, or public health and sanitation ordinances, other than the dumping of refuse. Each day such violation shall continue or be permitted to continue, shall be deemed a separate offense. PART 4:This Ordinance is a penal ordinance and becomes effective ten (10) days after its date of passage by the City Council, as provided by City of College Station Charter Section 35. Page 235 of 337 ORDINANCE NO. ____________ Page 2 of 5 Ordinance Form 08-27-19 PASSED, ADOPTED, and APPROVED this 28th day of March 2024. ATTEST: APPROVED: _____________________________ _____________________________ City Secretary Mayor APPROVED: _______________________________ City Attorney Page 236 of 337 ORDINANCE NO. ____________ Page 3 of 5 Ordinance Form 08-27-19 Exhibit A That Appendix A “Unified Development Ordinance,” Article 4 “Zoning Districts,” Section 4.2, “Official Zoning Map” of the Code of Ordinances of the City of College Station, Texas, is hereby amended as follows: The following property, Lot1R, Block 2 of the Woodway West – Phase 1 Subdivision, is rezoned from R-4 Multi-Family to MF Multi-Family Page 237 of 337 ORDINANCE NO. ____________ Page 4 of 5 Ordinance Form 08-27-19 Page 238 of 337 ORDINANCE NO. ____________ Page 5 of 5 Ordinance Form 08-27-19 Exhibit B Page 239 of 337 Page 240 of 337 Page 241 of 337 Page 242 of 337 REV:REV:REV:REV:02-02-2024DATE:JMDSHEET 1 OF 2JOB NO.CHECKED BY:DRAWN BY:FIELDED BY:EXHIBITMETES AND BOUNDS DESCRIPTION28.189 ACRESSITUATED IN THECRAWFORD BURNETT LEAGUE, A-7BRAZOS COUNTY, TEXAS5353 W SAM HOUSTON PKWY N, STE 150 I HOUSTON, TX 77041 I 713.458.2281FIRM REGISTRATION NO. 10108800 I WINDROSESERVICES.COMILAND SURVEYINGPLATTINGWINDROSECOPYRIGHT WINDROSE LAND SERVICES THIS DOCUMENT IS COPYRIGHTEDAND IS AN INSTRUMENT OF SERVICE FOR THE SPECIFIC PROJECT OR TRANSACTIONFOR WHICH IT WAS PREPARED. REUSE, COPYING OR MODIFICATION OF THISDOCUMENT WHETHER IN HARD COPY OR ELECTRONIC FORMAT OTHER THAN FORTHE SPECIFIC PURPOSE INTENDED, WITHOUT WRITTEN PERMISSION FROM WINDROSELAND SERVICES IS A VIOLATION OF FEDERAL COPYRIGHT LAW.ZONED C-UZONED MUZONED R-4ZONED R-4ZONED R-4ZONED R-4ZONED R-4ZONED R-4ZONED R-4PROPOSED ZONING: MF02-13-2024Page 243 of 337 BACKGROUND INFORMATION NOTIFICATIONS Advertised Commission Hearing Date: March 7, 2024 Advertised Council Hearing Date: March 28, 2024 The following neighborhood organizations that are registered with the City of College Station’s Neighborhood Services have received a courtesy letter of notification of this public hearing: None Property owner notices mailed: 17 Contacts in support: None at the time of this report Contacts in opposition: None at the time of this report Inquiry contacts: None at the time of this report ADJACENT LAND USES Direction Comprehensive Plan Zoning Land Use North Texas A&M University C-U College and University Luther St W (2-lane major collector) South Parks and Greenways GS General Suburban Holleman Dr W (2-lane major collector) and John Crompton Park East Neighborhood Center R-4 Multi-Family Marion Pugh Dr (2-lane major collector) West Neighborhood Center R-4 Multi-Family and MU Mixed Use Jones Butler Rd (4-lane minor arterial) DEVELOPMENT HISTORY Annexed: February 1970 Zoning: R-1 Single Family Residential (upon annexation 1970) R-3 (1976 & 1981) R-1A (1982) R-4 (1983) Final Plat:Woodway West Phase 1 Site Development:Multi-family residential Page 244 of 337 Name of Project:THE LANDING (REZ2024-000001) Address:800 MARION PUGH DR Legal Description:WOODWAY WEST PH 1, BLOCK 2, LOT 1 REPLAT, ACRES 28.12 & ASSOCIATED BPP Total Acreage:28.189 Applicant:: Property Owner:Tailwind College Station LLC ADAMS AND REESE LLP List the changed or changing conditions in the area or in the City which make this zone change necessary. Since the property first received an R-4 zoning classification, College Station’s population has exploded, due in large part to the continued growth of Texas A&M University. Student-oriented housing surrounds the property on three sides, including the U Club Townhomes, Park West, and the London. Even so, the city has an acute need for more student-oriented housing. A zone change from R-4 to MF will allow the property to build housing that falls within the “Shared Housing” use, and to take advantage of higher dwelling-unit-per-acre density rules. Indicate whether or not this zone change is in accordance with the Comprehensive Plan. If it is not, explain why the Plan is incorrect. A zone change to MF is in accordance with the Comprehensive Plan. The Comprehensive Plan estimates that College Station will face a 10,000-dwelling-unit shortfall by 2030, and recognizes that “demand for student- oriented housing will continue to be a significant factor” in the city. A zone change to MF will allow the construction of Shared Housing, townhome-style apartments on the property, which will maximize available housing space while providing high quality housing options to students. How will this zone change be compatible with the present zoning and conforming uses of nearby property and with the character of the neighborhood? The R-4 and MF zoning districts overlap to some degree. However, for purposes of this rezoning request, the critical distinction is that the R-4 zoning district does not allow for Shared Housing while the MF zoning district does. The R-4 zoning district is thus unsuitable for the construction of townhome-style apartments intended to house more than four people. REZONING APPLICATION SUPPORTING INFORMATION Page 1 of 2 Page 245 of 337 Explain the suitability of the property for uses permitted by the rezoning district requested. Student-oriented housing surrounds the property on three sides, including the U Club Townhomes, Park West, and the London. Rezoning the property to an MF zoning district will allow the property to continue to provide student-oriented housing of the same types currently on the property, while also providing flexibility to build new student-oriented housing that takes advantage of the Shared Housing use permitted by MF. Explain the suitability of the property for uses permitted by the current zoning district. Student-oriented housing surrounds the property on three sides, including the U Club Townhomes, Park West, and the London. Rezoning the property to an MF zoning district will allow the property to continue to provide student-oriented housing of the same types currently on the property, while also providing flexibility to build new student-oriented housing that takes advantage of the Shared Housing use permitted by MF. Explain the marketability of the property for uses permitted by the current zoning district. The property is marketable for the types of student-oriented housing allowed in an R-4 zoning district. However, the R-4 zoning district does not allow for Shared Housing. List any other reasons to support this zone change. n/a Page 2 of 2 Page 246 of 337 Page 247 of 337 Page 248 of 337 March 28, 2024 Item No. 9.2. Contract Termination - Habitat for Humanity 14015 Renee Lane Sponsor: Debbie Eller, Director of Community Services Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action regarding termination of a Community Development Block Grant Funding Contract with Bryan/College Station Habitat for Humanity. Relationship to Strategic Goals: Core Services & Infrastructure, Neighborhood Integrity Recommendation(s): Staff recommends termination of the Community Development Block Grant Funding Contract (17300511) with B/CS Habitat for Humanity. Summary: A Community Development Block Grant (CDBG) Funding Contract in the amount of $794,000 was executed with Bryan-College Station Habitat for Humanity (Habitat) in July 2017. The budget included acquisition of the property at 14015 Renee Lane (1.57 ac.) for $475,000 and soft costs, professional fees, a development fee, and infrastructure costs totaling $319,000. Based on preliminary designs by the seller, Habitat estimated that they would be able to construct 8 single- family homes on the parcel of land. Significant drainage issues resulted in a final approved design of 5 platted lots. The contract does not provide any funds to Habitat for housing construction expenses. This project has experienced significant delays and the cost for construction has increased significantly. Habitat responded to a Request for Proposal for the development of affordable housing in May 2023 requesting additional funds in the amount of $300,000. The final plat for the subdivision was approved on November 7, 2023. The approved infrastructure design includes paving, sidewalks, grading, sanitary sewer, storm sewer and water line improvements to support the development of single-family homes. Habitat released an RFP for infrastructure construction on February 2, 2024. Habitat's award of a construction contract in the amount of $572,153 is pending. Habitat submitted a revised request for funds in March 2024 in the amount of $446,921. Based on the final estimated cost per house of $448,184, Habitat and city staff mutually request the termination of contract 17300511. Habitat will be required to dispose of the property and reimburse the city in the amount of the fair market value of the property not to exceed $514,592.43, the total amount of CDBG funds drawn to date by Habitat for the project. The expenditure of these funds did not result in meeting a national objective and is considered an ineligible use of CDBG funds. The amount of CDBG funds drawn to date totals $516,791.37. The amount of $65,541.82 were funds from the 2015 CDBG grant and are subject to repayment by the City. Once repaid to HUD, the amount of $65,541,82 will be recaptured by the U. S. Treasury and will not be available to College Station for future projects. Page 249 of 337 Budget & Financial Summary: Community Development Block Grant Funds are available in the FY2024 Community Development Budget. Attachments: 1. Renee Lane Project Cost Summary Page 250 of 337 14015 Renee Lane/B-CS Habitat for Humanity CDBG Funding Agreement Timeline Original Proposal (RFP 17-058) May 2017 RFP 23-063 May 2023 Revised Request Acquisi�on July 2017 Engineering Work Completed Fall 2017 November 2023 Infrastructure Work Complete Spring 2018 December 2023 May 2024 Home Construc�on Begins Spring and Summer 2018 January 2024 October 2024 Home Construc�on Complete Summer and Fall 2021 December 2024 April 2026 All House Sales Closed (latest) Spring 2022 December 2024 April 2026 Draw Breakdown Habitat Expenses City Staff Costs $515,691.90 $1,099.47 Habitat Repayment to HUD Habitat Repayment to Local Account Funds City Repayment to HUD $64,442.35 Not to exceed $451,249.55 $1,099.47 Cost Summary Based on Original Proposal Based on Final Plat Response to RFP in May 2023 Based on Revised Request Sources June 2017 June 2017 March 2024 March 2024 Number of Houses 8 5 5 5 Land Acquisi�on $477,307 $477,307 $477,307 $477,307 Infrastructure Costs $248,000 $248,000 $420,232 $572,153 Other So� Costs/Fees $68,693 $68,693 $96,461 $191,461 Housing Construc�on $700,000 $700,000 $1,000,000 $1,000,000 Total Project $1,494,000 $1,494,000 $1,994,000 $2,240,921 Per House Cost $186,750/House $298,800/House $398,800/House $448,184/House CDBG Funds Requested $794,000 $794,000 $994,000 $1,240,921 Page 251 of 337 March 28, 2024 Item No. 9.3. City-Wide Truck Parking Prohibition Sponsor: Emily Fisher, Director of Public Works Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action regarding (1) an ordinance amending Chapter 38 "Traffic and Vehicles," Article II "Stopping, Standing and Parking," by adding Section 38-49 "Commercial Motor Vehicle and Trailer Parking" to prohibit commercial motor vehicle and trailer parking within the city limits; and (2) an ordinance amending Chapter 38 "Traffic and Vehicles," Article II "Stopping, Standing and Parking," Section 38-45 "Parking Regulations for Certain Described Areas," and repealing Chapter 38 "Traffic and Vehicles," Article VI "Traffic Schedules," Section 38-1016 "No Commercial Motor Vehicle or Trailer Parking," to remove references to commercial motor vehicle and trailer parking by specific location. Relationship to Strategic Goals: 1. Core Services & Infrastructure 2. Improving Mobility Recommendation(s): Staff recommends approval of both ordinances. Summary: During the workshop portion of the November 9, 2023, City Council meeting, City staff presented options for responding to the increase in truck parking throughout the city. The council directed staff to draft an ordinance prohibiting truck parking within the city limits and develop a plan to inform the public of the future prohibition. This item for consideration is two ordinance amendments to Chapter 38, Article II. The first adds section 38-49, which prohibits commercial vehicle and trailer parking within the city and defines commercial motor vehicles. The second amends section 38-45 by removing sections (b) and (d) and removes section 38-1016 from Article VI. Staff plans to use the following to notify and educate the public about the amended ordinance: • Social media posts and PSA on Channel 19 • Blog and website postings • Temporary signs at high traffic locations • Windshield fliers • Dynamic Message Board Notifications • Communication with the trucking community Signage at the city limits is not required. Staff is recommending a period of six months of no enforcement of the ordinance to prepare the truck drivers for the change. Budget & Financial Summary: The cost of promotional materials such as signs and fliers will be paid from the Traffic Engineering Operations budget. Attachments: 1. Ordinance CH 38 Sec 38-49 No Commercial Motor Vehicle Parking 2. Ordinance CH 38 Sec 38-45 Amendment 3. Sec._38_45.___Redlines Page 252 of 337 4. Sec._38_1016.___To be repealed Page 253 of 337 Ordinance Form 8-14-17 ORDINANCE NO. __________ AN ORDINANCE AMENDING CHAPTER 38, “TRAFFIC AND VEHICLES,” ARTICLE II “STOPPING, STANDING, AND PARKING,” BY ADDING SECTION 38-49 “COMMERCIAL MOTOR VEHICLE AND TRAILER PARKING,” TO THE CODE OF ORDINANCES OF THE CITY OF COLLEGE STATION, TEXAS, REGULATING COMMERCIAL MOTOR VEHICLE AND TRAILER PARKING, PROVIDING A SEVERABILITY CLAUSE; DECLARING A PENALTY; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:That Chapter 38, “Traffic and Vehicles,” Article II “Stopping, Standing, and Parking,” of the Code of Ordinances of the City of College Station, Texas, be amended by adding Section 38-49 “Commercial Motor Vehicle and Trailer Parking,” as set out in Exhibit “A” attached hereto and made a part of this Ordinance for all purposes. PART 2:If any provision of this Ordinance or its application to any person or circumstances is held invalid or unconstitutional, the invalidity or unconstitutionality does not affect other provisions or application of this Ordinance or the Code of Ordinances of the City of College Station, Texas that can be given effect without the invalid or unconstitutional provision or application, and to this end the provisions of this Ordinance are severable. PART 3:That any person, corporation, organization, government, governmental subdivision or agency, business trust, estate, trust, partnership, association and any other legal entity violating any of the provisions of this Ordinance upon a finding of liability thereof shall be deemed liable for a civil offense and punished with a civil penalty of not less than one dollar ($1.00) and not more than two thousand dollars ($2,000.00) or upon conviction thereof guilty of a misdemeanor, shall be punished by a fine of not less than twenty five dollars ($25.00) and not more than five hundred dollars ($500.00). Each day such violation shall continue or be permitted to continue, shall be deemed a separate offense. PART 4:This Ordinance is a penal ordinance and becomes effective ten (10) days after its date of passage by the City Council, as provided by City of College Station Charter Section 35. Page 254 of 337 ORDINANCE NO. _______ Page 2 of 3 Ordinance Form 8-14-17 PASSED, ADOPTED and APPROVED this ______ day of _______________, 20__. ATTEST: APPROVED: _____________________________ _____________________________ City Secretary Mayor APPROVED: _______________________________ City Attorney Page 255 of 337 ORDINANCE NO. _______ Page 3 of 3 Ordinance Form 8-14-17 Exhibit A That Chapter 38, “Traffic and Vehicles,” Article II. “Stopping, Standing, and Parking,” be amended by adding Section 38-49 “Commercial Motor Vehicle and Trailer Parking,” and is hereby created to read as follows: (a) No Commercial Vehicle or Trailer Parking. It is unlawful and prohibited for any person to stop, stand, or park a commercial motor vehicle or trailer on any street or alley in the City. This section does not apply to commercial motor vehicles or trailers engaged in authorized public works, active loading or unloading of goods or passengers, or actively servicing an adjacent property. (b) Commercial Motor Vehicle in this Section, means a motor vehicle, trailer, or combination of motor vehicles used to transport property or people that: (1)Has a gross combination weight or a gross combination weight rating of 26,001 or more pounds, including a towed unit with a gross vehicle weight or a gross vehicle weight rating of more than 10,000 pounds; or (2)Has a gross vehicle weight or a gross vehicle weight rating of 26,001 or more pounds. Page 256 of 337 Ordinance Form 8-14-17 ORDINANCE NO. __________ AN ORDINANCE AMENDING CHAPTER 38, “TRAFFIC AND VEHICLES,” ARTICLE II “STOPPING, STANDING, AND PARKING,” SECTION 38-45 “PARKING REGULATIONS FOR CERTAIN DESCRIBED AREAS,” AND REPEALING ARTICLE VI “TRAFFIC SCHEDULES,” SECTION 38-1016 “NO COMMERCIAL MOTOR VEHICLE OR TRAILER PARKING,” OF THE CODE OF ORDINANCES OF THE CITY OF COLLEGE STATION, TEXAS, TO REMOVE REFERENCES TO COMMERCIAL MOTOR VEHICLES, PROVIDING A SEVERABILITY CLAUSE; DECLARING A PENALTY; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:That Chapter 38, “Traffic and Vehicles,” Article II “Stopping, Standing, and Parking,” Section 38-45 “Parking Regulations for Certain Described Areas,” of the Code of Ordinances of the City of College Station, Texas, be amended as set out in Exhibit “A” attached hereto and made a part of this Ordinance for all purposes. PART 2:That Chapter 38, “Traffic and Vehicles,” Article VI “Traffic Schedules,” Section 38-1016 “No Commercial Motor Vehicle or Trailer Parking,” be repealed. PART 3: If any provision of this Ordinance or its application to any person or circumstances is held invalid or unconstitutional, the invalidity or unconstitutionality does not affect other provisions or application of this Ordinance or the Code of Ordinances of the City of College Station, Texas that can be given effect without the invalid or unconstitutional provision or application, and to this end the provisions of this Ordinance are severable. PART 4:That any person, corporation, organization, government, governmental subdivision or agency, business trust, estate, trust, partnership, association and any other legal entity violating any of the provisions of this Ordinance upon a finding of liability thereof shall be deemed liable for a civil offense and punished with a civil penalty of not less than one dollar ($1.00) and not more than two thousand dollars ($2,000.00) or upon conviction thereof guilty of a misdemeanor, shall be punished by a fine of not less than twenty five dollars ($25.00) and not more than five hundred dollars ($500.00). Each day such violation shall continue or be permitted to continue, shall be deemed a separate offense. PART 5:This Ordinance is a penal ordinance and becomes effective ten (10) days after its date of passage by the City Council, as provided by City of College Station Charter Section 35. Page 257 of 337 ORDINANCE NO. _______ Page 2 of 3 Ordinance Form 8-14-17 PASSED, ADOPTED and APPROVED this ______ day of _______________, 20__. ATTEST: APPROVED: _____________________________ _____________________________ City Secretary Mayor APPROVED: _______________________________ City Attorney Page 258 of 337 ORDINANCE NO. _______ Page 3 of 3 Ordinance Form 8-14-17 Exhibit A That Chapter 38, “Traffic and Vehicles,” Article II. “Stopping, Standing, and Parking,” Section 38-45 “Parking Regulations for Certain Described Areas,” and is hereby amended to read as follows: (a)The City hereby designates certain areas to be controlled by "No Parking Here to Corner" or "No Parking Anytime" locations for the City are described in Section 38-1014. (b)The City Manager or designee may temporarily allow parking where parking is currently prohibited by City ordinance as part of a City event or special event as defined elsewhere in this Code, or any time when determined necessary for the safety of the general public. When temporary on-street parking is allowed as set forth above, the existing "No Parking Here to Corner" or "No Parking Anytime" signs shall be removed or otherwise altered to provide such notice to citizens. Signs shall not be removed or otherwise altered for more than a consecutive 72-hour period. Page 259 of 337 Created: 2024-03-11 10:26:07 [EST] (Supp. No. 7) Page 1 of 1 Sec. 38-45. Parking regulations for certain described areas. (a) The City hereby designates certain areas to be controlled by "No Parking Here to Corner" or "No Parking Anytime" locations for the City are described in Section 38-1014. (b) The City hereby prohibits commercial motor vehicle parking, stopping or stand in certain designated areas controlled by "No Truck Parking" signs. Commercial Motor Vehicle Parking, Stopping or Standing and trailer parking, stopping or standing shall be prohibited in the areas described in Section 38-1016, unless actual supervised loading or unloading of goods or passengers or for commercial motor vehicles providing an active service to an adjacent property. (bc) The City Manager or designee may temporarily allow parking where parking is currently prohibited by City ordinance as part of a City event or special event as defined elsewhere in this Code, or any time when determined necessary for the safety of the general public. When temporary on-street parking is allowed as set forth above, the existing "No Parking Here to Corner" or "No Parking Anytime" signs shall be removed or otherwise altered to provide such notice to citizens. Signs shall not be removed or otherwise altered for more than a consecutive 72-hour period. (d) The term "commercial motor vehicle" in Section 38-1014 and Section 38-1016, means a motor vehicle or combination of motor vehicles used to transport property that: (1) Has a gross combination weight or a gross combination weight rating of 26,001 or more pounds, including a towed unit with a gross vehicle weight or a gross vehicle weight rating of more than 10,000 pounds; or (2) Has a gross vehicle weight or a gross vehicle weight rating of 26,001 or more pounds. (3) For purposes of this section, and Section 38-1016, the term commercial motor vehicle includes trailer. (Code 2011 (Repub.), § 10-4(E); Ord. No. 2016-3755, exh. A(10-4), 3-31-2016; Ord. No. 2016-3771, exh. A(10-4), 5- 16-2016; Ord. No. 2016-3772, exh. A(10-4), 5-16-2016; Ord. No. 2016-3783, exh. A(10-4), 7-14-2016; Ord. No. 2016-3787, exh. A(10-4), 7-28-2016; Ord. No. 2016-3807, exh. A(10-4), 9-22-2016; Ord. No. 2016-3818, exh. A(10- 4), 10-13-2016; Ord. No. 2017-3894 , Pt. 1(Exh. A), 7-13-2017; Ord. No. 2017-3911 , Pt. 1(Exh. A), 8-10-2017; Ord. No. 2023-4455 , Pt. 1(Exh. A), 8-10-2023) Page 260 of 337 Created: 2024-03-11 10:26:11 [EST] (Supp. No. 7) Page 1 of 1 Sec. 38-1016. No commercial motor vehicle or trailer parking. Traveling on Between Travel Direction Ponderosa Longmire and State Highway 6 Frontage Road South East No parking, stopping, or standing ( Ord. No. 2023-4455 , Pt. 1(Exh. C), 8-10-2023 Page 261 of 337 March 28, 2024 Item No. 9.4. ETJ Release Petitions Sponsor: Michael Ostrowski, Chief Development Officer Reviewed By CBC: N/A Agenda Caption: Presentation, discussion, and possible action on resolutions regarding extraterritorial jurisdiction (ETJ) release petitions for approximately (1) 5.569 acres of land generally located at Raymond Stotzer and Jones Road, (2) 46.59 acres of land generally located at 2321 and 2327 Arrington Road, and (3) 17.34 acres of land generally located at Stousland Road and Saddle Creek Drive. Relationship to Strategic Goals: Recommendation(s): The purpose of the extraterritorial jurisdiction (ETJ) of municipalities is to promote and protect the general health, safety, and welfare of people residing in and adjacent to the city. After review, staff has determined that the removal of these properties from the City's ETJ will have a negative effect on the general health, safety and welfare of people residing in and adjacent to the City. Mainly, the removal would cause negative impacts to the health, safety, and welfare in administering emergency services to these areas, as well as impacting the orderly subdivision and development of land. Staff recommends denial of the ETJ release petitions. Summary: Texas Senate Bill 2038 (SB 2038), which is a new statute which conflicts with current statutory law, allows property owners in the extraterritorial jurisdiction (ETJ) to leave the City's ETJ through a petition or election. The ETJ is a set area outside the city limits (College Station's ETJ is 5 miles from the city limits) in which the city can exercise certain legal powers, such as regulating subdivisions. SB 2038 has since been codified under Chapter 42 Subchapter D of the Texas Local Government Code: SUBCHAPTER D. RELEASE OF AREA BY PETITION OF LANDOWNER OR RESIDENT FROM EXTRATERRITORIAL JURISDICTION Sec. 42.101. APPLICABILITY. This subchapter does not apply to an area located: (1) within five miles of the boundary of a military base, as defined by Section 43.0117, at which an active training program is conducted; (2) in an area that was voluntarily annexed into the extraterritorial jurisdiction that is located in a county: (A) in which the population grew by more than 50 percent from the previous federal decennial census in the federal decennial census conducted in 2020; and (B) that has a population greater than 240,000; Page 262 of 337 (3) within the portion of the extraterritorial jurisdiction of a municipality with a population of more than 1.4 million that is: (A) within 15 miles of the boundary of a military base, as defined by Section 43.0117, at which an active training program is conducted; and (B) in a county with a population of more than two million; (4) in an area designated as an industrial district under Section 42.044; or (5) in an area subject to a strategic partnership agreement entered into under Section 43.0751. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.102. AUTHORITY TO FILE PETITION FOR RELEASE. (a) A resident of an area in a municipality's extraterritorial jurisdiction may file a petition with the municipality in accordance with this subchapter for the area to be released from the extraterritorial jurisdiction. (b) The owner or owners of the majority in value of an area consisting of one or more parcels of land in a municipality's extraterritorial jurisdiction may file a petition with the municipality in accordance with this subchapter for the area to be released from the extraterritorial jurisdiction. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.103. APPLICABILITY OF OTHER LAW. Chapter 277, Election Code, applies to a petition requesting removal under this subchapter. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.104. PETITION REQUIREMENTS. (a) A petition requesting release under this subchapter must be signed by: (1) more than 50 percent of the registered voters of the area described by the petition as of the date of the preceding uniform election date; or (2) a majority in value of the holders of title of land in the area described by the petition, as indicated by the tax rolls of the applicable central appraisal district. Page 263 of 337 (b) A person filing a petition under this subchapter must satisfy the signature requirement described by Subsection (a) not later than the 180th day after the date the first signature for the petition is obtained. (c) A signature collected under this section must be in writing. (d) The petition must include a map of the land to be released and describe the boundaries of the land to be released by: (1) metes and bounds; or (2) lot and block number, if there is a recorded map or plat. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.105. RESULTS OF PETITION. (a) A petition requesting removal under this subchapter shall be verified by the municipal secretary or other person responsible for verifying signatures. (b) The municipality shall notify the residents and landowners of the area described by the petition of the results of the petition. The municipality may satisfy this requirement by notifying the person who filed the petition under Section 42.102. (c) If a resident or landowner obtains the number of signatures on the petition required under Section 42.104 to release the area from the municipality's extraterritorial jurisdiction, the municipality shall immediately release the area from the municipality's extraterritorial jurisdiction. (d) If a municipality fails to take action to release the area under Subsection (c) by the later of the 45th day after the date the municipality receives the petition or the next meeting of the municipality's governing body that occurs after the 30th day after the date the municipality receives the petition, the area is released by operation of law. (e) Notwithstanding any other law, an area released from a municipality's extraterritorial jurisdiction under this section may not be included in the extraterritorial jurisdiction or the corporate boundaries of a municipality, unless the owner or owners of the area subsequently request that the area be included in the municipality's extraterritorial jurisdiction or corporate boundaries. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Page 264 of 337 In addition to the above statute, 42.023 of the Texas Local Government Code requires the governing body of the municipality to give its written consent by ordinance or resolution if it desires to reduce its ETJ area: Sec. 42.023. REDUCTION OF EXTRATERRITORIAL JURISDICTION. The extraterritorial jurisdiction of a municipality may not be reduced unless the governing body of the municipality gives its written consent by ordinance or resolution, except: (1) in cases of judicial apportionment of overlapping extraterritorial jurisdictions under Section 42.901; (2) in accordance with an agreement under Section 42.022(d); or (3) as necessary to comply with Section 42.0235. Under this item, the owners of three separate properties have petitioned the City to release their property from the City's ETJ. Budget & Financial Summary: Attachments: 1. ETJ Denial Resolution Raymond Holdings 3-13-2024 2. Raymond Holdings 5.569 Acre Petition Exhibit A 3. ETJ Denial Resolution MSG-Arrowhead 3-13-24 4. MSG-Arrowhead 46.59 Acre Petition Exhibit A 5. ETJ Denial Resolution Pittman 3-13-2024 6. Pittman 17.34 Acre Petition Exhibit A 7. ETJ Property Map 3-18-24 Page 265 of 337 RESOLUTION NO._______________ A RESOLUTION OF THE CITY OF COLLEGE STATION, TEXAS, DENYING RAYMOND HOLDINGS, LLC’S PETITION FOR REMOVAL OF PROPERTY FROM THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF COLLEGE STATION AND DENYING THE CITY’S CONSENT TO THE REDUCTION OF THE CITY’S EXTRATERRITORIAL JURISDICTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on November 30, 2023, Raymond Holdings, LLC. (“Petitioner”) submitted a petition attached as Exhibit “A” (“Petition”) for releasing property from the City of College Station’s extraterritorial jurisdiction (“ETJ”); and WHEREAS, the property sought to be released is located west of HWY 47 on Raymond Stotzer Parkway and described by metes and bounds in Exhibit “A” (“Property”); and WHEREAS, pursuant to Texas Local Government Code Section 42.023, the City’s ETJ may only be reduced if the City Council has exercised its legislative authority consenting to reducing the City’s ETJ by ordinance or resolution; and WHEREAS, pursuant to Texas Constitution, Article II, Section 1, landowners may not be delegated legislative authority to remove their property from the City’s ETJ without the City Council’s consent by ordinance or resolution; and WHEREAS, Texas Local Government Code Chapter 42 Subchapter D. (SB 2038) is an unconstitutional delegation of the City’s legislative authority and conflicts with the City’s grant of legislative discretion under Local Government Code Section 42.023; and WHEREAS, the City Council finds that it has taken no action by ordinance or resolution regarding the Petition or Property; and WHEREAS, it is in the best interest of the City to deny the Petition and the removal of the Property from the City’s ETJ, and to any reduction in size of the City’s ETJ; and deny any previous actions under Texas Local Government Code Chapter 42 Subchapter D. (SB 2038); now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:The above recitals are adopted as findings of the City Council. PART 2:The Petition for Release of the Property in Exhibit “A” from the City’s ETJ is denied and the Property remains in the City’s ETJ. PART 3:The City denies any written consent by ordinance or resolution or action under Texas Local Government Code Chapter 42 Subchapter D (SB 2038) to remove the Property from the City’s ETJ and any reduction in size of the City’s ETJ. Page 266 of 337 Resolution No.Page 2 of 3 PART 4:That this resolution shall become effective immediately after passage and approval. ADOPTED this 28th day of March 2024. ATTEST: APPROVED: City Secretary Mayor APPROVED: City Attorney Page 267 of 337 Resolution No.Page 3 of 3 EXHIBIT A Approximately 5.569 acres of land being in the John H. Jones League Survey, Abstract 26, generally located at Raymond Stotzer and Jones Road. Page 268 of 337 Page 269 of 337 Page 270 of 337 Page 271 of 337 Page 272 of 337 RESOLUTION NO.__________________ A RESOLUTION OF THE CITY OF COLLEGE STATION, TEXAS, DENYING MSG SERVICES, INC.’S AND ARROWHEAD VILLAGE PARTNERS, LLC’S PETITION FOR REMOVAL OF PROPERTY FROM THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF COLLEGE STATION AND DENYING THE CITY’S CONSENT TO THE REDUCTION OF THE CITY’S EXTRATERRITORIAL JURISDICTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 22, 2023, MSG Services, Inc. and Arrowhead Village Partners, LLC (“Petitioner”) submitted a petition attached as Exhibit “A” (“Petition”) for releasing property from the City of College Station’s extraterritorial jurisdiction (“ETJ”); and WHEREAS, the property sought to be released is located approximately in the area of Windham Ranch Road and Arrington Road and described by plat in Exhibit “A” (“Property”); and WHEREAS, pursuant to Texas Local Government Code Section 42.023, the City’s ETJ may only be reduced if the City Council has exercised its legislative authority consenting to reducing the City’s ETJ by ordinance or resolution; and WHEREAS, pursuant to Texas Constitution, Article II, Section 1, landowners may not be delegated legislative authority to remove their property from the City’s ETJ without the City Council’s consent by ordinance or resolution; and WHEREAS, Texas Local Government Code Chapter 42 Subchapter D. (SB 2038) is an unconstitutional delegation of the City’s legislative authority and conflicts with the City’s grant of legislative discretion under Local Government Code Section 42.023; and WHEREAS, the City Council finds that it has taken no action by ordinance or resolution regarding the Petition or Property; and WHEREAS, it is in the best interest of the City to deny the Petition and the removal of the Property from the City’s ETJ, and to any reduction in size of the City’s ETJ; and deny any previous actions under Texas Local Government Code Chapter 42 Subchapter D. (SB 2038); now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:The above recitals are adopted as findings of the City Council. PART 2:The Petition for Release of the Property in Exhibit “A” from the City’s ETJ is denied and the Property remains in the City’s ETJ. PART 3:The City denies any written consent by ordinance or resolution or action under Texas Local Government Code Chapter 42 Subchapter D (SB 2038) to remove the Property from the City’s ETJ and any reduction in size of the City’s ETJ. Page 273 of 337 Resolution No.Page 2 of 3 PART 4:That this resolution shall become effective immediately after passage and approval. ADOPTED this 28th day of March 2024. ATTEST: APPROVED: City Secretary Mayor APPROVED: City Attorney Page 274 of 337 Resolution No.Page 3 of 3 EXHIBIT A Approximately 2.768 acres of land being Bewley Addition, Phase 1, Block 1, Lot 1 and 43.82 acres of land in the S.W. Roberston Survey, A-202 generally located at 2321 and 2327 Arrington Road. Page 275 of 337 CITYor-Coll.EGESTATION Hom, ofTaas A&M Univ,rsity' FOR OFFICE USE ONLY CASE NO.: DATE SUBMITTED: _____ _ . TIME: STAFF: ---------- PLANNING & DEVELOPMENT SERVICES TRAN SM ITT AL LETTER . . Please check one of the options below to clearly define th e purpose of your submittal. D New Project Submittal D Incomplete Project Submittal -documents needed to complete an application. Case No.: Q Existing Project Submittal. Case No.: Project Name /l ((rJWftl'Aj I/; //4 re Contact Name &/ ,·dvt l 5ci«tW I We are transmitting the following for Planning & Development Services to review and comment (check all th at apply): D Comprehensiv e Plan Amendment D Rezoning Application D Conditional Use Permit D Preliminary Plan 0 Final Plat D Development Plat D Site Plan D S pecial District Site Plan D Special District Building / Sign D Landscape Plan INFRASTRUCTURE AND ENGINEERING DOCUMENTS D Non-Residential Architectural Sta ndards D Irrig ation Plan D Variance Requ est D Development Permit D Development Exacti on Appeal 0 FEMA CLOMA/CLOMR/LOMA/LOMR D Grading Plan D Other -Please specify below All infrastructure documents mus_t be submitted as a complete set. T he following are includ ed in the compl ete set: □ Comprehensive Plan Amendment □ Waterline Construction Documents □ .Tx DOT Driveway Permit □ Sewerline Construction D ocuments □ Tx DOT Utility Permit □ Stre et Constru ction Documents □ Drainage Letter or Report □ Easement App lication □ Fire Flow Analysis □ Other -Pl ease specify Spe cia l Instructions: 10/10 Page 276 of 337 September 22, 2023 City of College Station -City Secretary's Office Attn: Tanya Smith 1101 Texas Avenue College Station, Texas 77842 ARROWHEAD VILLAGE RE: 2321 Arrington Road & 2327 Arrington Road-Petition for Release from the City of College Station's Extraterritorial Jurisdiction Tanya: In accordance with Texas Local Government Code, Chapter 42, Subchapter D, please let this letter serve as the Petition for Release from the City of College Station's Extraterritorial Jurisdiction for the following properties: • 2321 Arrington Road (Bewley Addition, Phase 1, Block 1, Lot 1) o Owner: MGS Services, Inc. o CAD Property ID: 350748 o Further shown and described on Exhibit A (attached) • 2327 Arrington Road {S.W. Robertson Survey, A-202, Tract 7.42) o Owner: Arrowhead Village Partners, LLC o CAD Property ID: 446200 o Further shown ond described on Exhibit B (attached) Let me know if you need any further information to process this Petition. Respectfully Submitted, Mic'hael Schaefer,resid MGS Services, Inc. Michael Schaefer, Manager Arrowhead Village Partners, LLC CC: Bryan Woods, College Station City Manager Michael Ostrowski, Planning & Development Services Director Enclosures: o Exhibit A -Plat (2321 Arrington Road; College Station) o Exhibit B -Survey. (2327 Arrington Road; College Station) o Certificate of Filing-MGS Services, Inc. o Certificate of Flllng -Arrowhead Village Partners, LLC o City of College Station Preliminary Plan Owner Certification Arrowhead VIiiage Partners, LLC 2321 Arrington Road; College Station, TX 77845 Page 1 of1 info@arrowheadvi!!agetx.com 979.575.4180 Page 277 of 337 EXHIBIT A l C!1Y OF c<:U.mt Sl'A1~ I <;PSIIOH.11» ~ 1/21/lCH!ROll ROO fOOJIJO ,;, El/ELYN \1:LMA ARRU<IGTOtl \0.00 ACRE TRACT flRST lRACT, 400/544 I I I I I I I I I I iZ:~ :/5« 1 ! ~---~------------------I I I at·. ;i;,;-~i,,,, _____ ...!!..2!:ill:£,f;-;-~~E...-1----~,L--------_Jt---___ t ____ =-=-=-':::-:::-:::-=-=-==-=-~9'•·.. N 68' 15'24' E 296.45" 271.4s' \ I ____________ _ ---------i----i-- \\ ! ' ! I 11rn::,:; AAO S0U00S DESCRIP1IOO 2.90 /GR£ nw::r s. W. IIQ8lRISQff t.EJ<lll£. A-202 mw:OS C<JIR<tY, lWS i\ " i~ "z Zb g3= ~~ "• ~1 ~ ,__ s • " • fl ~ ~ z llf'IES N<D IIOOH05 llEst>lf'tlOII Of Al nw C£RtNII TAACT OI! 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IMCH ri,oH ROD fOUHO 00 l!IC FAST Ul<E or --1":1,1,0 -l!IE OO<JI\/W[!rr OORHEII or -n<S l<Em:IN OESCflleID TIWIT: lll[>q: !< 07 •~• l2" If /<I.OHO M UST U<( OF AARl<IITON ROID R)R A (:<STNIC( OF 11"-97 rtIT TI) l>lE POl'rt or 1)1;1,11'NNG CQi'INHINQ 2.90 .IC/l£S or 1.'11) ,s !IYl<l'EWJ OIi Ill!: = .ux, :ro<,1$, ~ ~ SHOWII -IS BM!.l.) OIi ~RIO IIOltlll AS (Sl>aJSnEO mo1,1 GPS 08SUlVAOON. 20" P\19.JC vnur, U>S!JJUIT 1 I I I I I I I I I Oo,: Bk Vol P• 01035173 M 9212 33 YIJTIJRE OE\'!cLOl'MEITT I I LOT 1 BLOCK 1 2.768 ACRES FUTUR( OE\IELOf'I.IENT GENERAL NOlES ,;, TH( L£0NAAD R. BEWLEY AND AUDREY L BEWI.E'i R(',l)C,081.£ LMNG TRUST REM, 76.252 ACRE TRACT 2259/19 SOl-'«.,fi_N:~Ji.~~\'E~ UO Bl' M BRAZOS C01A-11Y IV,l.1H J~ICE MJH coow,' OllD£R /JKIPTED 00/fllY, PUIISIW<T 10 Ul£ !'fflJVIS'OIIS --'il!l'./SOll EVH.OOIOH Off fll MJH ,mom:; Oll-smt SEWAGE l'l,CUl'IES IJEA1 S!IN.J. HOT UfC!IOJCI Ill!: ,oo • A PIWAlE OIi PUBUC \l'U.l., RESPreilVELY. •· IUMCEFOllMSl/flDMSIOJ<. S.. BUl!HG !<'mill stml-1 1<EaEOff IS IWEl OH GlllO N0mH AS fSTIJI.JSHE]J rnoM CPS OO&WATIOH, &. S\18,J!;CT PRCPEITTY DOES IIOT UC 1111\lll ' ll(SIGM.llt'l) n.OOD PI.J,,t; ARE,>. /,CCQ~ JO TIIE F.lJl.11. 11.1,PS, <:O~,...urr PNIE!. 00.. "8041CC205 O, O,.TEO Fcl!RI/AAV g, 2000, 7. S/ll 1NCH l<O.~ R00 Al }U COON£f<S UHl.E:SS 0~ NOTID. 11. Sl!l.Otll!, Sf;IB>O< l!HtS S!W.l Elt: Ill ~C,::000,.UX IITTl1 »« 11:EGUJITIN<i OOOl~S. I I ~I-I\ I ~i I I ,1 I I •i I I i I I I I I I I I I I I I I I I I I I I I rne,1 ror R..,..-o 1., mlZOStWm' °"' ..1o1 1~,200r ,t 93,,w ... ~ 01~'i11J ~-00 ~•MfiJoh,-,r,,0209 '" i.ii. ~;., SIM£ Of IOIIS (,a'llfY Dr WZiJS ri!•O ~}('i,~•~.f.~1/ 111~!t sl~~.\•~~',:'\,'",~ "JI 1:' Jit1~i~ttt~!:.~"~~• ••d ,.,. !FAZOS COUlfl !tOlill!~&U ™1K n«Ml:H, WfilT (lEl:I: !MlOS CCWT'I CEnfll'ICU[ Of }Wr<q;N., Slsnodlhlo lho-l't..........-do-J•I , .. .. _ .... -... ...,, -"" ~~:a,:.,..,,i, ....... .. tt..nn.lPlo!°',l"'h....w-.<•"'•°" ~ Cq,Jol)-"""90.ll"., .. C<,.o,ly,To..,. • .. '?', 1 ~IEOFO'OtOSHIPNIODEDIClllON SJ/JtWn:>".AS COIJlfl'i<lF8MZOS ·• 1:tnl'"l 1 ........ ~1t.,;,.-.i,,.---""""-•'-" ,:,,lhlor.:'--~"71<14ool\\nol>dho,.;,aolol l,lllock1,IDU;r"'1Dl\'IOl< lo ~,:;;-;i-·~"';'-"71<11=.~"'Z •• 1i.,"'::;!,bod~-~ ...... --...... ,.,,.1/,o_o,,d:ttt:nzre,, ·'r -·-<))(JJITrlJf!IR.UOS ._,, ....,.u!i,"'_::~i:..!''t::~ "'""°51,,1,oo{T-.......,,..-tiry I oo-•-""'•.....,.ly®dlh,I ....-... i,;,-....,..t. ,.,.p,,t,,"'°"""oAd"""""""bl__, FINAL PLAT OF LOT 1, BLOCK 2.768 ACRES BEWLEY ADDITION PHASE ONE 0.132 ACRES RIGHT-OF-WAY DEDICATION S. W. ROBERTSON LEAGUE, A-202 BRAZOS COUNTY, TEX S SCALE: 1 INCH = 40 FEET SURVEY DATE: 01-15-09 PLAT DATE: 03-03-09 REVISED: 06-09-09 Joa NUMBER: 08-565 CAD NN.!E: 08-585F CR5 FILE: NANTUCK -.. Page 278 of 337 EXHIBIT B J Scalo: i , .. .,. Flan t!OlES Bolng oll lhat oorloln tr«! or pa«:el of !ond )jing end being oiluoted in tho 5.W. !IOBERTSOH SIJIM:'1, .IJ,olrGcl Ho. 202, B=•• C,unty, Texas <111d b<lng port of tho coiled 72.615 oc"' lraot deocrlbed in lho dood from Ml<hoo/ R, Bo..ioy and ,rWo, Laure K<llhortno Ort~')' to Joo R. BowlO)I recorded In Volume 15519, PO<JO $0 of lho Off><k>I Rocor4• of Broios County, Toxoa (O.R.8.C.) ond being "''"" partlculorly d .. cnbad by mo!•• <>nd boondo °" foll"""' BEGUmlllG: ol o foU<1d 1/2-lnch iro<I rod moridng tho oO<llhwool <:<>mer of !hit ho1<1ln duorll>ed tr«t. ooid Iron rod ot,a bein9 In tho ao•l rlgh\-of-w")' of hTloglon Rood (width .,.r1 .. ), fr<>m fl'hot1co o found 1/2-!nffl Iron rod morl<ing tho ...W.west comor of tho colled 72,61!1 oore Bo'Oloy trQC\ booro S 02'46'47" E at a dl,\onco or 181.12 fool ,.,,. "'''"'"°"' THEHCE: N 02'4&'47' W (DEED CIU: H 02'46'50" W) oklng ~ .all ,l,jhl-ol..:.,cy cf aold NM9lcn Rood for a dlo!"'100 of 834.00 1 .. 1 \o o found 1/2-lnch ~n n><1 marking tho northwost comor of this ln>ct, ••kl o'OI> rod 01"0 inorldng tho a<>ulh.-.. t comor of tho ,:,,Uod 0.132 0<ro ll;ht-of-woy dt<licolion traot, BEl'o\Ef ,'.Ol)f110ll. PHo\SE ONE oooordlng lo tho Flnol Plot ree<>rded in V<Wmo 11212, Pogo 33 {O.R.8.C.): THENCE:. along tho fenced common lino ol this Ink:!, tho coled 0.132 """' ~ght-'of-woy dedlco&n lnk:t ol>O l<>t 1, Block 1 of ookl 8EWt£Y .',[)f)fl)CH, PH-\SE ONE far tho lo!o.-1,ig thou (3) collo= 1) S 41'55'47" E far o dlolooco of 297.63 feet to o found 5/8-fnoh Iron rod marking o co,nor of this Ink:!, oold hm rod olso rnorldng tho oouth come, of sold L<>t 1, Bl0<k 1, 2) M 5700"30" E for o distance of 239.80 foot lo o found 5/8-lncl, !ton rod morldng a comor of thto lf'ool, ••l<I ~n tod oloo m<1rldng th• •••t comer of oold L<>t 1, Blad< 1, aod J) M 19'34'38" W (OEEO CAU.: H 19'44'39" W -338.74') far o dl,taneo of JJS.28 foot to a found 5/8-loch ll'O(I ~ r·~ ~"a;:~r:~rthi:i::;,u,co:r:: i: t· = rJ1 ~. ~;,;·°v.T.:~~on~rr,,,~r:bo~J"~ Volumo 400, P* 544 of tho O,,,io• Count:, o .. d Rooardo (8.C.O.R.): THENCE:. H 811'14'52" E oloi;g tho ft!IC'td cammon llno ol this lnk:I, 1ho colled 9.82 ocro N'Mgton Flrol Traci, tho conod 9.82 00,., ~• Mn Totgo t«Jot ,-oordod In Volume 400, Pogo 649 (B.C.O.R.), th• coll<d 9.82 """' Jooh<1<1 Po<l<..-son end li!fony pOOO,r.,oo T""'t Ono ,o«lrded In Voltimo 13214, Pogo 92 (O.R.8.C.) end 1h11 coiled 9.82 ••"' Jn,n .. Pitmon end Courtney Pitmon lraol ,eooMod In Volume 14240, Pogo 71 {O.R.B.C.) for o <f..taoco of 1,695.85 foo\ to o fO<lnd 1/2-lncl, Iron rod m<lrl<lr,g tho no,lheo,t oomor of lh!t h<roln deooribod troo\1 THENCE> lnto 1h11 !nlorio, of tho ""nod 72.815 oore 8.-.loy !root far th& fol1ow!n; two {2) oollo: 1) S 02"24'44' £ far o dtotaoco of 992.81 ,feet lo o found 1/i-tnoh I'°" tod rno,klng lhfl southeool oomor of lh!• traot, and 2) S 86°30'25' W fo, o <llotonoo of 1,988.79 foe\ to tho POllff Of &GINHINO ond contolnlng 43.B20 "'"'• of lond. i j 43. 820 Acres lh!ng part of 1M c,,/wl ll./115 A<N Tract --lnVo""'-15519,~60 S 86'J0'25" W -1986.79' ~~5•~o~c.~~~ •• ri:i : ~,cl~o~f I~ .X,'l!.f"t. ~r.y"~~t":1,.~ ~.;,..s-:.th~~~~oi 0~;. ~~~~~0 ;..2i!el~!i...C:.llfl1si;T;:•~:~dJ~1; J:~~1e\"~~~ of s,o,,,. County, T••••· 1. ORlGIN OF !IEAAING SYSTEM: Tho bearing O)lllem end octuol m•••un>d dlolonoo to 1h11 mooum•nto ore eon,lst""t wflll the c1 .. <1 reeordod In Volume 15519, Pogo 80 cf tho Olllolol Reoo~• of Brn••• Co"nty, T""""-~: r .. ,.,,.,1~;;: d°!'o~i~•~,!"r,!,!r'~ ~j.l ~t f,~~ :,.~~- 4. Acoonllng to the flood 1n,u,onco Rate Uopo far Bro,oo Count:,, Toxo• end !n0<1rpar<1tod ...,. .. , llop Humber 48041COJ26E, Wop l!evl,ed lloy 18, 2012, th!• proporty ls n<>t 5. ~~.1:. •.~~ro~n~I•~:; nre not oxomlnod or con,klered oo o port or th!• '"""'Y· 8. Tho loootlono of undon,ro\lnd utmUos o, ah<>wn hereon ""' l>ooed Oil ol>ovo-gn,urtd otn/elu,.,,, utlllly morl<o"' ood re<ord dn,•!"'l• provided lo tho. SIJfVttyOr. l.oco\lon, of :~~?"',llfld ~:{;f."~;;!~ ~fiu::'J.~~:alloo, ,ho"n hereon. M<lltloool l>liriod olll!tleo/obucturo rnoy t>4 encountered. llo oxcovouon• """' modo during tho _,., .. 7. Thie ""~°"' not oonoututo o \!Uo .. oron by Sur,oyor. AA lnfo,mollon rega<tl!n<i record eo,omont and othor dooumonll that mlghl etf"°t the o.«olity of lltlo lo lraot thown hereon woo ;olnod from Ullo oommltmonl Fllo No. S45517 P"'POred by U>l')"O" 'illio Compofl"J of Brn,os Coon\:,, T,..o, elfe<livo Oclot,er 10, 2022. Tho following commonto oarrupond to th• llomt 01 liolld In tho ob..,.. Nf•renood oommi\m""I:. SchodiJlo 8: o. R~ht-of-Way Eooemenl e•••ulod by Wtt. J.B. (X<,t,,) t,,skl to Slnclolr Ronning Compony, dct<ld iwQuot 30, 1947, recorded In Volume 132, Pog• 71, O..d Re<ordo of e,,m,s Coant:,, ToJt<a. (81Ct1kot) b. EoHmont contalnod In Deed ox•wlod by E-11. Moote and Ruby J. l,(o,,ro lo Veten,n't L<>nd Boord of Tho Stoto of T...ao, dct•d Docombor 23, 1952, rooordod In V<>lllfl'IO 157, c. ~~~ 2 03/•e~~-~r:::~ ~'"J.;°i'.'."%iJu:••tf~o!~~edo,°~~:!•'},~;!k.ted MO'/ 2$. 19e2. rocordod 1n Volumo Wl, Page 384 ol\d Vol"mo 232, Pogo ~1, O!Od Rt<ardo of Srn!<>o County, T••••· (Shown on ourny) d. EoHmtnt eaooulod by Loonord R. Bn/oy lo Robert F. 5peormon, <!otod Fobruo,y J, 1972, ,..,,rdod In Volume 301, Pogo 31, D""d Rocord• or Bro,oo Count:,, Toxoo. (Nol e. ~:~of~~,:'1't;,';\,!::f ,,«>mid by Leonerd R. Bowloy to tho City of Boyan, T•""•• doled f'obnJo,y 17, 1981, ,..,,rdod In Volume 479, Pogo 264, Doed RoooM• of Broz<>• 1. ~t'l~~l~w-:;• J,::;:,~ exe~ed by A&ldroy L Bolfloy lo tho Clt:, ol Soyan, Te•••• dot<ld August 17, 1933. ttcordtd In Vol\lnld 820, Po90 370. OlllcKll RoooMo of llro•<>• g. ~~~~• !~~0~9 ,C:~•}:~emenl conlahled In Wa=nty Deed e,eoulod by Loo""rd R. e.wloy ond Audrey L Bowloy to Uiohoel R. Sowloy end Koth)/ Grego,y llow!,y, doled Auojuol 16, 199J, roooMod 1n Volume 1882, Pogo 43, Olfiekll RecoM, of Bro10• Co1111t:,, Toxo,. (Shown on sor,oy) h. Eo.,m,nt and R!ght-of-Woy A<J,eomeot oxocuted by LoonoM R. ond All<l"'Y L 8.,.tey Revoc,,blo Truol lo Willlomo Commollkollon•, In,,. dbo V,,,, In<., do.led July 2J, 1999, rOC<>Mod 1n Volume 3622. Pogo S, Offlclol Ro«>M• of Brozoo Count:,, Texo,. (Nol located on subjocl ltoc!) I. Right-of-Woy Eoumonl ,....,,..!,d by l.<<>n<>nl R. llonloy ond hldrq L Bo..ioy, lndlYid\lOlly and •• lruo!eeo fo, tho Leonard R. Bt-ley ood hldroy L Bow!oy Rovocoblo LMng Tru•t to wo~bom Spoo!<,I utmt:, Di.trict, doted Uoy 11, 1999, recorded 1n Volume 36-4&, Pogo JOO, Otflolol Records of Brozoo eounty, Te,a,. (81onket) J. ~~9_i;,t;,~;wt%.,:i--:::",i1 ~~~1tt 'a',-!i.;'~~ ':;i1!"~t.:rin,;i, =,y L a::r~oy~.~%o 1'1i'.""e':'.t, ~ :!m!~ ';/,~l."i'"h"~~~ '~.~ ~~1 s:P1:~"r la": 2~2,oy ,.,;,J:;1i Volomo 5148, Pogo 193. Olflolol ROCGMo Qf llrazo. Count:,, Toxoo. (Skmkot) k. Rl1iht-of-Woy £ .. ,.,,.,,t oxo~ed by teonon:I R. S.wloy and NJdrey L Be1tloy to tho City of 8,yon dba 'Boyan To1'<10 UUliUe,:, &olod ~mbor 18. 2002, rOCGrdod In Volume 5149, Pogo $1. Olllolol Roc<>l'dt of Brou,o Count:,, TexoL {Shown on •~M<Y) l , ..... l ' l l 2327 ARRINGTON ROAD LAND TITLE SURVEY 43. 820 ACRE TRACT BEJNG PART OF THE CALLEO 72.615 ACRE TRACT OESCRIBEO IN THE 0££0 FROM MICIIA£L R. BEWLEY ANO WIFE, LAURA KATHERIN£ GREGORY TO JO£ R. BEWLEY RECORDED IN VOLUME 15519, PAGE 60 OF THE OFFICIAL RECORDS OF BRAZOS COUNTY, 7FX4S. Prnroud filll'ffr Sohoofor 0 ..... 10 S. W. ROBERTSON SURVEY, A-2O2 BRAZOS COUNJY, TEXAS DFCEMDER 5; 2022 SCALE, 1• -l/lJ' ~ T_,_,...,,__i>o.1010ll00 ~ggui~~;"~ ~~!rira{Su,v0)1ng, I~. n!. U.C r;:;r•Bif-~ToKO, 776+5 - tl00010$f-a.lt,h,j Page 279 of 337 'r ,' -LI lJ <o:r~c ~hdc of <o:rc xas ~ecrehtrij of ~hde JCT. 19, 1999 1 l, _, ') . ~. V 1 (. _ \ , ,1 l C! I /\ ~-L ! ; • :; C H /, ,: f f: ~: I\ 11 l) >. ,; r' p l I I,.., C ( ~ :, l< l. I LI. CG I '>.,. ~, T l I 1 j\ ' f X 7 / tl't "i 11 I; ::, s I K V 1 C c:. > l l " C • LI 1 ,, , 1 1 I . I 1 1 J M I,! • -(J C 1 3 ?. 1-'t O ''i -! 1 Q •. 11\<; fl, fN ut J,-.: t'L~iiSl.J}-'.f: T1, t-.P ,>~·U\/~. A"lu t'L•\Cf. uN Rl.Cll~D Yi:u '<. 1, 1,1'11,r r:i~ ,,.·1,.tSl, •:1:-0 M ,r:1'1·1 •_l), Ki"G I STLh:u OF F l Ct:, DI < tlO TH. l I· AP~RuP~[AT. =VlCE~C~ 15 ATT~CHlU FLK YUUK FIL ~~ ANO fh l • J • 1 •~ [ r-: 1\ L Hi:. C., 1, 1: ~-N F IL 1,: 0 ! i'I T H I '.J U r-F-I C ~-. Ji_~ Elton Bomer, Secretary of State Page 280 of 337 Corporations Seclion l'.O.llox 13697 Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF MGS SERVICES, INC. File Number: 132240500 Nandita Berry Secretary of Stnlc The undersigned, as Secretary of State of Texas, hereby certifies that the statement of change of registered agent/onicc for the above named entity has been received in this office and has been found to conform to law. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law hereby issues this Ce1tificate of Filing. Dated: 12/01/2014 Effoctive: 12/01/2014 !'hone: (5 I 2) 463-5555 Prepared by: Rhonda Bedford Nandita Berry Secretary of State Come visit w· on the inlel'l/et al hllp:llwww.sos.state.tx.us/ Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services TIO: 10013 Document: 580411730002 Page 281 of 337 Form 401 (Revised 01/06) Return in duplicate lo: Sccrctmy of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 FilinJ! Ji'cc: Sec instructions Statement of Change of Registered Office/Agent This space reserved for office use. The entity name is: MGS SERVICICS, INC. The lile number issued to the entity by the secretary of state is: .....,_13:,_2,::2::::4,cl,cl520:,:0c_ _________ _ The registered agent and registered office of the entity as currently shown on the records of lhe secretary of state arc: Michael G Schaefer --"'==---"--'=="'-------------- 179 l 2 Indian Lakes Drive College Station, TX 77845 The certificate of formation or registration is modified to change the registered agent and/or office of the liling entity as follows: Registered Agent Change (Complete either A or B. but not both. Also complete C if the address has changed.) 0 /\. The new registered agent is an organization (cannot be entity named above) by the name of: Olt D 13. The new registered agent is an individual resident of the state whose name is: Firs/ Nnme M.I. Registered Office Change [lg C. The business address of the registered agent and the registered office address is changed to: TX Sll-el't Addres.f (No 1'.0. Box) The street address of the registered office as stated in this instrnmcnt is the same as the registered agent's business address. The change specified in this statement has l;een authorized.by the entity in the manner required by the BOC or in the manner required by the luw governing the filing entity, as applicable. The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of n materially false or fraudulent instrument. Date: 11-(,.'f ~ tr ---<l~JV:..::.:wla=J:...:.5?._,,7tl(}c__-______ _ l"i1c1v.1 ii!Jfftl.. {!~a ,.,,,,rJ· Signature and title o 'authorized person (sec instruc1ions) Page 282 of 337 Austin, Texas 78711-3697 December 20, 2022 Attn: Michael G Schaefer Michael G Schaefer 3 725 Maricopa Lane Office of the Secretary of State College Station, TX 77845 USA RE: Arrowhead Village Partners, LLC File Number: 804844618 It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing evidencing the existence of the newly created domestic limited liability company (lie). Unless exempted, the entity formed is subject to state tax laws, including franchise tax laws. Shortly, the Comptroller of Public Accounts will be contacting the entity at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the entity. Information about franchise tax, and contact information for the Comptroller's office, is available on their web site at https ://window. state. tx. us/taxinfo/franchise/index. html. The entity formed does not file annual reports with the Secretary of State. Documents will be filed with the Secretary of State if the entity needs to amend one of the provisions in its certificate of formation. It is important for the entity to continuously maintain a registered agent and office in Texas. Failure to maintain an agent or office or file a change to the information in Texas may result in the involuntary termination of the entity. ff we can be of further service at any time, please let us know. Sincerely, Corporations Section Business & Public Filings Division (512) 463-5555 Enclosure rmnP vi.•,il us: 011 lhP inff.;,1•11pf nl hllns·llwww xn.,• fprn.\' (111v/ Page 283 of 337 ,Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300 Certificate of Formation Limited Liability Company -"""-··---·---- Article 1 -Entity Name and Type Filed in the Office of the Secretary of State of Texas Filing #: 804844618 12/15/2022 Document#: 1206476250002 Image Generated Electronically for Web Filing ---------···----------._. __ ,,, _____ _ The filing entity being formed is a limited liability company. The name of the entity is: Arrowhead Village Partners, LLC Article2.:. Registered Agent and Registered Office r A. The initial registered agen(is an organization (cannoi be company named above)bythe name of: OR WB. The initial registered agent is llll individual resident of fiie state whose name is set iortii below: .. Name: !Michael G Schaefer C. The business address of the registered agent andttle registered office address is: 'Street Address: 3743 Chaco Canyon College Station TX 77845 ----------, ··------ Consent of Registered Agent r A. A copy of the consent of registered-agent is attached. -- OR 'wB. The consent of the registeredagent is maintalnec:lbytheentity.· ---------- Article 3 -Governing Authority P° A. The limited liability companyis to be managed by managers. OR rs. The limited liability companywillnolhavemanagers. Management of the company is reserved to the members. The names and addresses of the governing persons are set forth below: Manager 1: Michael G Schaefer !Title: Manager ---------------··-, ------.. ~,_.,, _____ _ Address: 3743 Chaco Canyon College Station Tx, USA 77845 -------------------- Article 4 -Purpose The purpose for which ttlecompanyisorganized is for the transaction ofanyand all lawfufbusiness for which limited 'liability companies may be organized under the Texas Business Organizations Code. Supplemental Provisions/ Information Page 284 of 337 [The attached addendum, if any, is incorporated herein by reference.] .. -··--· ····-•-·-· Initial Mailing Address Address to be used by the Comptroller of Public Accouriis for purposes of sending tax information. The initial mailing address of the filing entity is: 3743 Chaco Canyon College Station, Tx 77845 USA Organizer The name and address of the organizer are set forth below. Michael G. Schaefer 3743 Chaco Canyon Drive College Station Texas 77845 Effectiveness of Filing r;; A. This document becornes effective wheri the docu-ment is iifecfby uie secretary of state: .. OR rs. This document becomes effective at a later date, which-is not more than ninety (90) days from the date of its signing. The delayed effective date is: Execution The undersigned affirms that the person designaied as fegisiered agent has consented to the appointment. The :undersigned signs this document subject to the penalties Imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument. Michael G Schaefer Signature of Organizer FILING OFFICE COPY Page 285 of 337 CITY OF COLLEGE STATION Planning & Development Services Department I I I I ., "I I I • ,, PRELIMINARY PLAN OWNER CERTIFICATION NA M E 0 1-PRO,I ECT Arrow/leorl Village ------------------------------- 1 \ i->DH rs~; o r PAR CE L I D 2 327 A1m111Jon Roacl Col/eye S/aliun TexHs 77845 1\l 'PI IC /\N T /PR O J F C T MANAG ER 'S IN FORMATION (P rima ry contact fo r th e p ro ject ): N, 1111" MH :/1nol Sc l1r1 nfn1 E -ma,I hoa@A1nJWh HaclvillA_(J Al x r:0111 ---·--------- •l l1>r.1 I Ark h ess ::a ;? I l\rnnr,tnn Roflcl ---------------------( ·.,i v C:nlloqc Stn/1011 S ta te Tc=Jxa s -------------------------•--·---Z rp C ode 778,/5 P h0ne N umbe r 979-575-4180 Fax Numbe r ----------------- l'l~OPE R T Y O WN E R 'S INFOl~MATI ON · E -mail l wa@ arrowi1 em l v1/layet x co11I ',l t ':C't 1'.\d clres s 3743 Cl1n co Canyon Onve --------------------------- ( ·11v Cofl oqo Stnl1 0 11 State Toxns --------------__ _ Z ip Colle 77 8 115 1' ho II e Nu111l)er 979-5 75-4180 Fax Number ------------------ I I1r• 0 11\INER ce11ifie s that the Applicant /J as prepar ecl t11 e Prelinu11 a1y Plan application ancl I/lat tl1 e fr1 ct s stnlcc l t 10w11 I •·1111 1 in " rR11 1<1 I .-111 <1 alt ox l11/J1/s aNoc l10 cl as p ert of th e applicatio n . are true. c orr ect. ancl comple/o If ll1 orr: ,:; 1110w 111 .-111 •1111 rnv,,w nll ow11 0I .-,: 11111 st sign this CA t1ificofion or provicle /he➔ p owf:1 r o r atlurnoy. If /1 10 o w1wI is 1.1 C:()tt lf )llll \1 1/l u 111ptw,1 t,on n111 :-;t l w nccom1mnm cl /Jy proof o f a ulho rity for ll1 e company's represenlat1v c1 l o s 1q11 tl w o ppl1 nnl1 rJ11 n 11 11.,, I 11 •I 1, 1/1 ( /l't , r.-A ,u_,(,_ 5 J,, .._J _... } -,.~.-...«.J-4--,,..:.1«...-"'4.U ..... ~~---- Owne r S ignature Date U w nc r Nam e O wn e r S ig na ture Date Own e r Na m P. Owner S igna ture Date r hm1c '1 N;:i m e Owner S igna ture ')wn1-!1 N a m e O wner Sig nature Da te Print Form f"nqp I "' I Page 286 of 337 RESOLUTION NO.________________ A RESOLUTION OF THE CITY OF COLLEGE STATION, TEXAS, DENYING SHARON AND STEVEN PITMAN’S PETITION FOR REMOVAL OF PROPERTY FROM THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF COLLEGE STATION AND DENYING THE CITY’S CONSENT TO THE REDUCTION OF THE CITY’S EXTRATERRITORIAL JURISDICTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on January 11, 2024, Sharon and Steven Pitman (“Petitioner”) submitted a petition attached as Exhibit “A” (“Petition”) for releasing property from the City of College Station’s extraterritorial jurisdiction (“ETJ”); and WHEREAS, the property sought to be released is located approximately in the area of Stousland Road and Saddle Creek Drive and described by metes and bounds in Exhibit “A” (“Property”); and WHEREAS, pursuant to Texas Local Government Code Section 42.023, the City’s ETJ may only be reduced if the City Council has exercised its legislative authority consenting to reducing the City’s ETJ by ordinance or resolution; and WHEREAS, pursuant to Texas Constitution, Article II, Section 1, landowners may not be delegated legislative authority to remove their property from the City’s ETJ without the City Council’s consent by ordinance or resolution; and WHEREAS, Texas Local Government Code Chapter 42 Subchapter D. (SB 2038) is an unconstitutional delegation of the City’s legislative authority and conflicts with the City’s grant of legislative discretion under Local Government Code Section 42.023; and WHEREAS, the City Council finds that it has taken no action by ordinance or resolution regarding the Petition or Property; and WHEREAS, it is in the best interest of the City to deny the Petition and the removal of the Property from the City’s ETJ, and to any reduction in size of the City’s ETJ; and deny any previous actions under Texas Local Government Code Chapter 42 Subchapter D. (SB 2038); now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:The above recitals are adopted as findings of the City Council. PART 2:The Petition for Release of the Property in Exhibit “A” from the City’s ETJ is denied and the Property remains in the City’s ETJ. Page 287 of 337 Resolution No.Page 2 of 3 PART 3:The City denies any written consent by ordinance or resolution or action under Texas Local Government Code Chapter 42 Subchapter D (SB 2038) to remove the Property from the City’s ETJ and any reduction in size of the City’s ETJ. PART 4:That this resolution shall become effective immediately after passage and approval. ADOPTED this 28th day of March 2024. ATTEST: APPROVED: City Secretary Mayor APPROVED: City Attorney Page 288 of 337 Resolution No.Page 3 of 3 EXHIBIT A Approximately 17.34 acres of land being in the James C. Stuteville Survey, Abstract 216, generally located at Stousland Road and Saddle Creek Drive. Page 289 of 337 Page 290 of 337 Page 291 of 337 Page 292 of 337 Page 293 of 337 Page 294 of 337 March 28, 2024 Item No. 9.5. ETJ Release Petitions Sponsor: Michael Ostrowski, Chief Development Officer Reviewed By CBC: N/A Agenda Caption: Presentation, discussion, and possible action on resolutions regarding extraterritorial jurisdiction (ETJ) release petitions for (1) approximately 11.667 acres of land generally located at Hopes Creek Road and N. Dowling Road, (2) approximately 10.725 acres of land generally located at Old Arrington and Arrington Road, and (3) approximately 99.844 acres of land generally located along Royder Road between Greens Prairie Road and Frierson Road. Relationship to Strategic Goals: Recommendation(s): The purpose of the extraterritorial jurisdiction (ETJ) of municipalities is to promote and protect the general health, safety, and welfare of people residing in and adjacent to the city. After review, staff has determined that the removal of these properties from the City's ETJ will have a negative effect on the general health, safety and welfare of people residing in and adjacent to the City. Mainly, the removal would cause negative impacts to the health, safety, and welfare in administering emergency services to these areas, as well as impacting the orderly subdivision and development of land. Staff recommends denial of the ETJ release petitions. Summary: Texas Senate Bill 2038 (SB 2038), which is a new statute which conflicts with current statutory law, allows property owners in the extraterritorial jurisdiction (ETJ) to leave the City's ETJ through a petition or election. The ETJ is a set area outside the city limits (College Station's ETJ is 5 miles from the city limits) in which the city can exercise certain legal powers, such as regulating subdivisions. SB 2038 has since been codified under Chapter 42 Subchapter D of the Texas Local Government Code: SUBCHAPTER D. RELEASE OF AREA BY PETITION OF LANDOWNER OR RESIDENT FROM EXTRATERRITORIAL JURISDICTION Sec. 42.101. APPLICABILITY. This subchapter does not apply to an area located: (1) within five miles of the boundary of a military base, as defined by Section 43.0117, at which an active training program is conducted; (2) in an area that was voluntarily annexed into the extraterritorial jurisdiction that is located in a county: (A) in which the population grew by more than 50 percent from the previous federal decennial census in the federal decennial census conducted in 2020; and (B) that has a population greater than 240,000; Page 295 of 337 (3) within the portion of the extraterritorial jurisdiction of a municipality with a population of more than 1.4 million that is: (A) within 15 miles of the boundary of a military base, as defined by Section 43.0117, at which an active training program is conducted; and (B) in a county with a population of more than two million; (4) in an area designated as an industrial district under Section 42.044; or (5) in an area subject to a strategic partnership agreement entered into under Section 43.0751. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.102. AUTHORITY TO FILE PETITION FOR RELEASE. (a) A resident of an area in a municipality's extraterritorial jurisdiction may file a petition with the municipality in accordance with this subchapter for the area to be released from the extraterritorial jurisdiction. (b) The owner or owners of the majority in value of an area consisting of one or more parcels of land in a municipality's extraterritorial jurisdiction may file a petition with the municipality in accordance with this subchapter for the area to be released from the extraterritorial jurisdiction. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.103. APPLICABILITY OF OTHER LAW. Chapter 277, Election Code, applies to a petition requesting removal under this subchapter. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.104. PETITION REQUIREMENTS. (a) A petition requesting release under this subchapter must be signed by: (1) more than 50 percent of the registered voters of the area described by the petition as of the date of the preceding uniform election date; or (2) a majority in value of the holders of title of land in the area described by the petition, as indicated by the tax rolls of the applicable central appraisal district. Page 296 of 337 (b) A person filing a petition under this subchapter must satisfy the signature requirement described by Subsection (a) not later than the 180th day after the date the first signature for the petition is obtained. (c) A signature collected under this section must be in writing. (d) The petition must include a map of the land to be released and describe the boundaries of the land to be released by: (1) metes and bounds; or (2) lot and block number, if there is a recorded map or plat. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. Sec. 42.105. RESULTS OF PETITION. (a) A petition requesting removal under this subchapter shall be verified by the municipal secretary or other person responsible for verifying signatures. (b) The municipality shall notify the residents and landowners of the area described by the petition of the results of the petition. The municipality may satisfy this requirement by notifying the person who filed the petition under Section 42.102. (c) If a resident or landowner obtains the number of signatures on the petition required under Section 42.104 to release the area from the municipality's extraterritorial jurisdiction, the municipality shall immediately release the area from the municipality's extraterritorial jurisdiction. (d) If a municipality fails to take action to release the area under Subsection (c) by the later of the 45th day after the date the municipality receives the petition or the next meeting of the municipality's governing body that occurs after the 30th day after the date the municipality receives the petition, the area is released by operation of law. (e) Notwithstanding any other law, an area released from a municipality's extraterritorial jurisdiction under this section may not be included in the extraterritorial jurisdiction or the corporate boundaries of a municipality, unless the owner or owners of the area subsequently request that the area be included in the municipality's extraterritorial jurisdiction or corporate boundaries. Added by Acts 2023, 88th Leg., R.S., Ch. 106 (S.B. 2038), Sec. 1, eff. September 1, 2023. In addition to the above statute, 42.023 of the Texas Local Government Code requires the governing body of the municipality to give its written consent by ordinance or resolution if it desires to reduce its Page 297 of 337 ETJ area: Sec. 42.023. REDUCTION OF EXTRATERRITORIAL JURISDICTION. The extraterritorial jurisdiction of a municipality may not be reduced unless the governing body of the municipality gives its written consent by ordinance or resolution, except: (1) in cases of judicial apportionment of overlapping extraterritorial jurisdictions under Section 42.901; (2) in accordance with an agreement under Section 42.022(d); or (3) as necessary to comply with Section 42.0235. Under this item, the owners of three separate properties have petitioned the City to release them from the City's ETJ. Budget & Financial Summary: Attachments: 1. ETJ Denial Resolution Holland Holdings 3-13-24 2. Holland Holdings 11.667 Acre Petition Exhibit A 3. ETJ Denial Resolution Final Chance LLC 3-13-24 4. Final Chance 10.725 Acre Petition Exhibit A 5. ETJ Denial Resolution Bassichis 3-18-24 6. Bassichis Development 99.844 Acre Petition Exhibit A 7. ETJ Property Map 3-18-24 Page 298 of 337 RESOLUTION NO.________________ A RESOLUTION OF THE CITY OF COLLEGE STATION, TEXAS, DENYING HOLLAND HOLDINGS RESERVE, LLC’S PETITION FOR REMOVAL OF PROPERTY FROM THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF COLLEGE STATION AND DENYING THE CITY’S CONSENT TO THE REDUCTION OF THE CITY’S EXTRATERRITORIAL JURISDICTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 20, 2024, Holland Holdings Reserve, LLC. (“Petitioner”) submitted a petition attached as Exhibit “A” (“Petition”) for releasing property from the City of College Station’s extraterritorial jurisdiction (“ETJ”); and WHEREAS, the property sought to be released is located in the approximate area of Hopes Creek Road and North Dowling Road and described by metes and bounds in Exhibit “A” (“Property”); and WHEREAS, pursuant to Texas Local Government Code Section 42.023, the City’s ETJ may only be reduced if the City Council has exercised its legislative authority consenting to reducing the City’s ETJ by ordinance or resolution; and WHEREAS, pursuant to Texas Constitution, Article II, Section 1, landowners may not be delegated legislative authority to remove their property from the City’s ETJ without the City Council’s consent by ordinance or resolution; and WHEREAS, Texas Local Government Code Chapter 42 Subchapter D. (SB 2038) is an unconstitutional delegation of the City’s legislative authority and conflicts with the City’s grant of legislative discretion under Local Government Code Section 42.023; and WHEREAS, it is in the best interest of the City to deny the Petition and the removal of the Property from the City’s ETJ, and to any reduction in size of the City’s ETJ; and deny any action under Texas Local Government Code Chapter 42 Subchapter D. (SB 2038); now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:The above recitals are adopted as findings of the City Council. PART 2:The Petition for Release of the Property in Exhibit “A” from the City’s ETJ is denied and the Property remains in the City’s ETJ. PART 3:The City denies any written consent by ordinance or resolution or action under Texas Local Government Code Chapter 42 Subchapter D (SB 2038) to remove the Property from the City’s ETJ and any reduction in size of the City’s ETJ. PART 4:That this resolution shall become effective immediately after passage and approval. Page 299 of 337 Resolution No.Page 2 of 3 ADOPTED this 28th day of March 2024. ATTEST: APPROVED: City Secretary Mayor APPROVED: City Attorney Page 300 of 337 Resolution No.Page 3 of 3 EXHIBIT A Approximately 11.667 acres of land being in the Thomas Yates Survey, Abstract 248, generally located at Hopes Creek Road and N. Dowling Road. Page 301 of 337 Page 302 of 337 Page 303 of 337 Page 304 of 337 Page 305 of 337 Page 306 of 337 Page 307 of 337 RESOLUTION NO.___________________ A RESOLUTION OF THE CITY OF COLLEGE STATION, TEXAS, DENYING FINAL CHANCE, LLC’S, WCJ, LLC’S, AND SHERI AND SCOTT BOLES’ PETITION FOR REMOVAL OF PROPERTY FROM THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF COLLEGE STATION AND DENYING THE CITY’S CONSENT TO THE REDUCTION OF THE CITY’S EXTRATERRITORIAL JURISDICTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on December 18, 2023, Final Chance, LLC, WCJ, LLC, and Sheri and Scott Boles (“Petitioner”) submitted a petition attached as Exhibit “A” (“Petition”) for releasing property from the City of College Station’s extraterritorial jurisdiction (“ETJ”); and WHEREAS, the property sought to be released is located in the approximate area of Old Arrington and Arrington Road and described by metes and bounds in Exhibit “A” (“Property”); and WHEREAS, pursuant to Texas Local Government Code Section 42.023, the City’s ETJ may only be reduced if the City Council has exercised its legislative authority consenting to reducing the City’s ETJ by ordinance or resolution; and WHEREAS, pursuant to Texas Constitution, Article II, Section 1, landowners may not be delegated legislative authority to remove their property from the City’s ETJ without the City Council’s consent by ordinance or resolution; and WHEREAS, Texas Local Government Code Chapter 42 Subchapter D. (SB 2038) is an unconstitutional delegation of the City’s legislative authority and conflicts with the City’s grant of legislative discretion under Local Government Code Section 42.023; and WHEREAS, it is in the best interest of the City to deny the Petition and the removal of the Property from the City’s ETJ, and to any reduction in size of the City’s ETJ; and deny any action under Texas Local Government Code Chapter 42 Subchapter D. (SB 2038); now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:The above recitals are adopted as findings of the City Council. PART 2:The Petition for Release of the Property in Exhibit “A” from the City’s ETJ is denied and the Property remains in the City’s ETJ. PART 3:The City denies any written consent by ordinance or resolution or action under Texas Local Government Code Chapter 42 Subchapter D. (SB 2038) to remove the Property from the City’s ETJ and any reduction in size of the City’s ETJ. PART 4:That this resolution shall become effective immediately after passage and approval. Page 308 of 337 Resolution No.Page 2 of 3 ADOPTED this 28th day of March 2024. ATTEST: APPROVED: City Secretary Mayor APPROVED: City Attorney Page 309 of 337 Resolution No.Page 3 of 3 EXHIBIT A Approximately 10.725 acres of land being in the S.W. Robertson League, Abstract 202 generally located Old Arrington and Arrington Road. Page 310 of 337 Page 311 of 337 Page 312 of 337 Page 313 of 337 Page 314 of 337 Page 315 of 337 Page 316 of 337 Page 317 of 337 RESOLUTION NO.________________ A RESOLUTION OF THE CITY OF COLLEGE STATION, TEXAS, DENYING BASSICHIS DEVELOPMENT, LLC’S PETITION FOR REMOVAL OF PROPERTY FROM THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF COLLEGE STATION AND DENYING THE CITY’S CONSENT TO THE REDUCTION OF THE CITY’S EXTRATERRITORIAL JURISDICTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 12, 2024, Bassichis Development, LLC. (“Petitioner”) submitted a petition attached as Exhibit “A” (“Petition”) for releasing property from the City of College Station’s extraterritorial jurisdiction (“ETJ”); and WHEREAS, the property sought to be released is located in the approximate area along Royder Road between Greens Prairie Road and Frierson Road and described by metes and bounds in Exhibit “A” (“Property”); and WHEREAS, pursuant to Texas Local Government Code Section 42.023, the City’s ETJ may only be reduced if the City Council has exercised its legislative authority consenting to reducing the City’s ETJ by ordinance or resolution; and WHEREAS, pursuant to Texas Constitution, Article II, Section 1, landowners may not be delegated legislative authority to remove their property from the City’s ETJ without the City Council’s consent by ordinance or resolution; and WHEREAS, Texas Local Government Code Chapter 42 Subchapter D. (SB 2038) is an unconstitutional delegation of the City’s legislative authority and conflicts with the City’s grant of legislative discretion under Local Government Code Section 42.023; and WHEREAS, it is in the best interest of the City to deny the Petition and the removal of the Property from the City’s ETJ, and to any reduction in size of the City’s ETJ; and deny any action under Texas Local Government Code Chapter 42 Subchapter D. (SB 2038); now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1:The above recitals are adopted as findings of the City Council. PART 2:The Petition for Release of the Property in Exhibit “A” from the City’s ETJ is denied and the Property remains in the City’s ETJ. PART 3:The City denies any written consent by ordinance or resolution or action under Texas Local Government Code Chapter 42 Subchapter D (SB 2038) to remove the Property from the City’s ETJ and any reduction in size of the City’s ETJ. PART 4:That this resolution shall become effective immediately after passage and approval. Page 318 of 337 Resolution No.Page 2 of 3 ADOPTED this 28th day of March 2024. ATTEST: APPROVED: City Secretary Mayor APPROVED: City Attorney Page 319 of 337 Resolution No.Page 3 of 3 EXHIBIT A Approximately 99.844 acres of land being in the Samuel Davidson League, Abstract No. 13, generally located at along Royder Road between Greens Prairie Road and Frierson Road. Page 320 of 337 Page 321 of 337 Page 322 of 337 Page 323 of 337 Page 324 of 337 Page 325 of 337 Page 326 of 337 Page 327 of 337 Page 328 of 337 Page 329 of 337 Page 330 of 337 Page 331 of 337 Page 332 of 337 Page 333 of 337 March 28, 2024 Item No. 9.6. BioCorridor Appointment of P&Z Commission Representatives Sponsor: Tanya Smith, City Secretary Reviewed By CBC: City Council Agenda Caption: Presentation, discussion, and possible action regarding the appointment of Planning & Zoning Commission representatives to the BioCorridor Board. Relationship to Strategic Goals: • Good Governance Recommendation(s): The Planning and Zoning Commission considered this item at their March 7, 2024 regular meeting and voted to recommend Aron Collins and Bobby Mirza to be the two Planning and Zoning representatives to the BioCorridor Board. Summary: The zoning and development ordinance for the BioCorridor Planned Development District establishes a BioCorridor Board. The Board is comprised of representatives from the City of College Station, the City of Bryan, and the Texas A&M University System that are able to make subjective decisions and/or recommendations regarding appeals and waivers to District standards. The ordinance calls for the City Council to appoint three representatives from the City of College Station to the Board, including: • One City Council member and • Two Planning and Zoning Commissioners. Terms are for two years, or until a member is no longer serving on the Commission or City Council. Former P&Z Commissioners Melissa McIlhaney and Jason Cornelius terms have expired. Budget & Financial Summary: N/A Attachments: 1. Article 4 BioCorridor Board Page 334 of 337 ARTICLE 4. BIOCORRIDOR BOARD Section 4.1 Creation ARTICLE 4. BIOCORRIDOR BOARD 4.1 Creation. A BioCorridor Board is hereby created for the purpose of enhancing the community’s ability to consistently review subdivision, building, and site design issues of the unique, multi- jurisdictional BioCorridor Planned Development District. The BioCorridor Board shall bring governing expertise from each City and a representative of Texas A&M University to bear on these issues within the BioCorridor area. 4.2 Membership and Terms. A. Number, Appointment. A BioCorridor Board is hereby created to consist of seven (7) members as follows: 1. Appointment of three (3) members shall be made by the College Station City Council. Two (2) of these appointments shall be members of the City of College Station’s Planning and Zoning Commission. One (1) appointment shall be a member of the College Station City Council. 2. Appointment of three (3) members shall be made by the Bryan City Council. Two (2) of these appointments shall be members of the City of Bryan’s Planning and Zoning Commission. One (1) appointment shall be a member of the Bryan City Council. 3. Appointment of one (1) member shall be made by the President of Texas A&M University or his designee. This appointment shall be an employee of Texas A&M University in College Station. B. Terms. 1. Terms of members of the BioCorridor Board shall be for two (2) years or until their successors are appointed. 2. Should a BioCorridor Board member no longer qualify for his or her position, that member’s term shall be ended immediately upon such qualifying event. For example, if an appointed Planning and Zoning Commissioner is no longer a Commissioner for the City. C. Vacancies. Vacancies shall be filled by the governing entity/person responsible for the appointment. 4.3 Officers, Meetings, Quorum. A. Officers. A Chairperson and a Vice-Chairperson shall be selected every two years from among its members. The Chairperson and Vice-Chairperson shall be municipal representatives and shall not be appointees from the same municipality. The Vice-Chairperson may act as Chairperson when the Chairperson is not available. B. Meetings. Members of the BioCorridor Board shall meet as needed and the Chairperson shall designate the time and place of such meetings. All meetings of the Board where a quorum is present shall be open to the public. The BioCorridor Board shall comply with the Open Meetings Act. C. Quorum. Four (4) members shall constitute a quorum for the transaction of any business. Any recommendations advanced to a different regulatory entity without a majority of positive votes from those members present shall be deemed a negative recommendation. Page 335 of 337 D. Rules of Proceeding. The BioCorridor Board may adopt its own rules of procedure consistent with this Ordinance. E. Minutes. The BioCorridor Board shall keep minutes of its proceedings, showing the vote of each member upon each question, or, if absent or failing to vote, indicating that fact and shall keep records of its examinations and other official actions, all of which shall be immediately filed in the Planning and Development Services office of the City of Bryan and shall be a public record. A copy of all such records shall be delivered to the Planning and Development Services office of the City of College Station by the City of Bryan within ten (10) working days of filing. 4.4 Powers and Duties. The BioCorridor Board shall have the following powers and duties: A. Recommendations. 1. The BioCorridor Board shall review and make recommendations to the City’s Planning and Zoning Commission regarding Waivers of the standards in the Subdivision Design and Improvements article of the BioCorridor Planned Development District ordinance. 2. The BioCorridor Board shall review and make recommendations to the City’s Planning and Zoning Commission regarding amendments to the BioCorridor Planned Development District ordinance. B. Final Action. The BioCorridor Board shall hear and take final action on the following: 1. Special District Identification Signs as set forth in the BioCorridor Planned Development District ordinance; 2. Temporary signs promoting positive communications as set forth in the BioCorridor Planned Development District ordinance; 3. Works of art and their locations when located in public right-of-way or other public area as set forth in the BioCorridor Planned Development District ordinance; 4. Appeal of the BioCorridor Review Committee’s determination regarding applicability of plat requirements; 5. Appeal of the BioCorridor Review Committee’s denial of a site plan as set forth in the Site Plan Review section of the BioCorridor Planned Development District ordinance; 6. Waivers to the dimensional requirements and number of parking spaces required in the Off-Street Parking Requirements section of the BioCorridor Planned Development District ordinance; 7. Appeal of the BioCorridor Review Committee’s denial of an alternative parking plan; 8. Alternative Highway Buffers Standards as allowed in the BioCorridor Planned Development District ordinance; and 9. Appeal of the terms of the Highway Buffer Standards as set forth in the BioCorridor Planned Development District ordinance. Page 336 of 337 March 28, 2024 Item No. 12.1. Council Reports on Committees, Boards, and Commissions Sponsor: City Council Reviewed By CBC: City Council Agenda Caption: A Council Member may make a report regarding meetings of City Council boards and commissions or meetings of boards and committees on which a Council Member serves as a representative that have met since the last council meeting. (Committees listed in Coversheet) Relationship to Strategic Goals: Good Governance Recommendation(s): Review meetings attended. Summary: Animal Shelter Board, Arts Council of Brazos Valley, Architectural Advisory Committee, Audit Committee, Bond Citizens Advisory Committee, Bicycle, Pedestrian, and Greenways Advisory Board, Bio-Corridor Board of Adjustments, Brazos County Health Dept., Brazos Valley Council of Governments, Brazos Valley Economic Development Corporation, Bryan/College Station Chamber of Commerce, Budget and Finance Committee, BVSWMA, BVWACS, Census Committee Group, Compensation and Benefits Committee, Experience Bryan-College Station, Design Review Board, Economic Development Committee, Gulf Coast Strategic Highway Coalition, Historic Preservation Committee, Interfaith Dialogue Association, Intergovernmental Committee, Joint Relief Funding Review Committee, Landmark Commission, Library Board, Metropolitan Planning Organization, Operation Restart, Parks and Recreation Board, Planning and Zoning Commission, Research Valley Technology Council, Regional Transportation Committee for Council of Governments, Sister Cities Association, Spring Creek Local Government Corporation, Transportation and Mobility Committee, TAMU Student Senate, Texas Municipal League, Walk with the Mayor, YMCA, Zoning Board of Adjustments. (Notice of Agendas posted on City Hall bulletin board.) Budget & Financial Summary: None. Attachments: None Page 337 of 337