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HomeMy WebLinkAbout09/12/2024 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS September 12, 2024 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on September 12, 2024, at 4121 State Highway 6 South, College Station, Brazos County, Texas 77845, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted members of said Board of Directors, as follows: Uri Geva — President Hays Glover — Vice President Logan Lee — Assistant Vice President Mark Lindemulder — Secretary Samuel "Kit" Kerbel — Assistant Secretary and all of said persons were present, except Directors Glover and Kerbel, thus constituting a quorum. Director Glover entered following the call to order, as noted herein. Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Denise Oppenheimer of Municipal Accounts & Consulting, L.P. ("MAC'); Robert Atkinson of EHRA Engineering ("EHRA"); Stacy Vasquez of the City of College Station (the "City"); Brian Krueger of Forvis Mazars, LLP ("Forvis"); Avik Bonnerjee of B&A Municipal Tax Service, LLC ("B&A"); Anthea Moran of Masterson Advisors LLC ("Masterson"); and Christina Cole of Schwartz, Page & Harding, L.L.P. ("SPH"). The President called the meeting to order and declared same open for such business as might properly come before it. Ms. Cole informed the participants that, in accordance with the requirements of the City's Resolution No. 07-09-15-02 consenting to the creation of the District, the meeting would be recorded, and requested that participants speak clearly, including when making or seconding a motion. PUBLIC COMMENTS The Board began by opening the meeting for public comments. There were no comments from members of the public. APPROVAL OF MINUTES The Board next considered approval of the minutes of its meeting held on May 9, 2024. After review and discussion, Director Geva moved that the minutes for said Board meeting be approved, as written. Director Lindemulder seconded said motion, which unanimously carried. 2024 TAX RATE RECOMMENDATION Ms. Moran presented the Board with her recommendation regarding the proposed 2024 debt service tax rate and maintenance tax rate, a copy of which is attached hereto as Exhibit A. Ms. Moran advised the Board that Masterson is recommending a proposed 2024 debt service tax rate of $0.454 per $100 of assessed valuation and a proposed 2024 maintenance tax rate of $0.196 per $100 of assessed valuation. There next followed a discussion concerning the requirements for notice of the District's intention to adopt a 2024 tax rate. Ms. Cole advised that, pursuant to §49.236 of the Texas Water Code, as amended, the District is required to provide a notice containing certain tax -related information in connection with each meeting at which the adoption of a tax rate will be considered. Ms. Cole further advised that the information to be included in the notice is set forth in the Texas Water Code and includes the proposed tax rate to be adopted. She advised that the District must provide the notice by either (1) publishing it at least once in a newspaper having general circulation in the District at least seven days before the date of the meeting at which the tax rate will be adopted, or (2) mailing it to each owner of taxable property in the District, at the address shown on the most recently certified tax roll of the District, at least ten days before the date of the meeting. After further discussion on the matter, Director Geva moved that the Board (i) accept the financial advisor's recommendation of a proposed 2024 debt service tax rate of $0.454 per $100 of assessed valuation and proposed maintenance tax rate of $0.196 per $100 of assessed valuation, and (ii) the District's tax assessor -collector be authorized to publish notice of the District's intention to adopt a 2024 tax rate at its next meeting in the form and at the time required by law. Director Lindemulder seconded said motion, which unanimously carried. The Board concurred that the notice should be published by the tax assessor -collector in The Eagle newspaper. Director Glover entered the meeting during the above discussion. $2.550.000 UNLIMITED TAX ROAD BONDS. SERIES 2024A The Board next discussed the status of the District's $2,550,000 Unlimited Tax Road Bonds, Series 2024A (the "Bonds"). Ms. Cole advised that the documents necessary for the City's review and consent to the District's issuance of the Bonds have been provided to and are currently under review by the City. The City is scheduled to consider its consent to the District's issuance of the Bonds at its October 7, 2024, City Council meeting. APPROVE PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL NOTICE OF SALE AND SUMMARY OF COSTS Ms. Moran presented to and reviewed with the Board a proposed form of Official Notice of Sale and Preliminary Official Statement in connection with the Bonds, and reviewed with the Board a proposed Summary of Costs prepared by EHRA and a proposed schedule in connection therewith, copies of which are attached hereto as Exhibit B. Following discussion, Director Geva moved that (i) subject to SPH's final review, such offering materials be approved, completed and distributed in anticipation of a sale of the Bonds on October 10, 2024, and that such preliminary official statement be deemed to be final for all purposes with the exception of any additional materials or information relating to subsequent material events, offering prices, interest rates, 2 744607_1 selling compensation, identity of the underwriters, aggregate principal amounts and other similar information, terms and provisions to be specified in the competitive bidding process, and (ii) the Summary of Costs in the amount of $2,550,000 be approved. Director Glover seconded the motion, which unanimously carried. AUTHORIZE DISTRICT'S FINANCIAL ADVISOR TO ADVERTISE FOR THE SALE OF THE BONDS The Board considered authorizing Masterson to advertise for the sale of the Bonds, subject to receipt of the City's consent. Following discussion, Director Geva moved that the Board authorize Masterson to advertise for the sale of the Bonds, upon receipt of the City of College Station's consent, with bids to be received by the Board on October 10, 2024. Director Glover seconded said motion, which unanimously carried. ENGAGEMENT OF AUDITOR FOR DISBURSEMENT OF BOND FUNDS Mr. Krueger presented an engagement letter from Forvis, for preparation of an audit of payments to be made to the developers out of Bond proceeds, attached hereto as Exhibit C. Ms. Cole noted that Forvis has filed a Texas Ethics Commission ("TEC") Form 1295 and has provided SPH with a copy of same. Following discussion, Director Geva moved to (i) approve and authorize the President to execute said engagement letter, and (ii) accept the TEC Form 1295 submitted in connection with the engagement letter and authorize SPH to acknowledge the District's receipt of same with the TEC. Director Glover seconded said Motion, which carried unanimously. APPROVE AUDIT REPORT Mr. Krueger next reviewed with the Board a draft of the District's audit report for the fiscal year ended May 31, 2024, a copy of which is attached hereto as Exhibit D. After discussion concerning the audit presented, Director Geva moved that (i) the audit report for the fiscal year ended May 31, 2024, be approved, subject to final review and comment by SPH, and (ii) SPH be authorized to file same with the Texas Commission on Environmental Quality and the City. Director Lindemulder seconded said motion, which unanimously carried. In connection with the District's audit, Mr. Krueger presented the Board with a draft Management Letter prepared by Forvis, concerning the Board's internal controls over financial reporting (the "Management Letter"), a copy of which is included with Exhibit C. Mr. Krueger advised the Board that the Management Letter is being submitted in connection with the requirements of Statement on Auditing Standards No. 115, and includes proposed "Management Response" language prepared by SPH. After discussion, it was moved by Director Geva, seconded by Director Lindemulder and unanimously carried that the draft Management Response be approved, as presented, and that same be included in the final Management Letter. STATUS OF CONTINUING DISCLOSURE REPORT Ms. Cole next discussed the Continuing Disclosure Report ("Report") for the fiscal year ended May 31, 2024, which is prepared by the District's Disclosure Counsel, McCall, Parkhurst & 3 744607_1 Horton L.L.P. ("MPH"), as required by Rule 15c2-12 of the Securities and Exchange Commission, in connection with the District's outstanding bonds. Following discussion, Director Geva moved that MPH be authorized to file the Report, upon receipt of the District's final audit report for fiscal year ended May 31, 2024. Director Lindemulder seconded the motion which carried by unanimous vote. BOOKKEEPING REPORT Ms. Oppenheimer presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit E, including checks presented therein for payment. Ms. Oppenheimer also presented and reviewed with the Board a Quarterly Investment Report prepared by MAC for the reporting period ended May 31, 2024, a copy of which is included with the Bookkeeping Report. Following review and discussion, Director Glover moved that (i) the Bookkeeping Report be approved and the checks presented therein be approved for payment, and (ii) the Quarterly Investment Report be approved and the District's Investment Officer be authorized to execute same on behalf of the District. Director Lindemulder seconded the motion, which unanimously carried. TAX ASSESSORJCOLLECTOR'S REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor -Collector Reports for the months ended May 31, 2024, June 30, 2024, July 31, 2024, and August 31, 2024, prepared by B&A, including checks presented therein for payment. A copy of such reports are attached hereto as Exhibit F. Following discussion, Director Geva moved that (i) the Tax Assessor/Collector Reports be approved, and (ii) that the checks identified therein be approved for payment. Director Glover seconded said motion, which unanimously carried. RATIFY PRIOR APPROVAL OF RESOLUTION AUTHORIZING REQUEST FOR APPRAISAL OF PROPERTY Ms. Cole advised the Board that SPH and B&A prepared and filed with the Brazos Central Appraisal District ("BCAD") a Resolution Authorizing Request for Appraisal of Property as of August 1, 2024, needed in connection with the District's proposed Series 2024A Road Bonds. Ms. Cole requested that the Board ratify the filing of such Resolution with the BCAD, which was previously filed on behalf of the District without formal Board action. Following discussion, Director Geva moved that the adoption of such Resolution be ratified, approved and confirmed in all respects. Director Glover seconded the motion, which unanimously carried. A copy of the Resolution ratified, approved and confirmed is attached hereto as Exhibit G. ENGINEERING REPORT Mr. Atkinson presented to and reviewed with the Board an Engineering Report dated September 2024, a copy of which is attached hereto as Exhibit H. Following discussion, Director Geva moved to approve the Engineering Report and all action items listed therein, as recommended by LJA, including: (i) the approval or concurrence, as applicable, of all pay estimates, contract quantity adjustments and change orders as may be listed therein; (ii) acceptance 4 744607_1 of any corresponding TEC Form 1295s required in connection with said change orders, and authorization for SPH to acknowledge the District's receipt of same with the TEC; and (iii) the approval and/or acceptance, as applicable, of all property by deeds and easements, as may be listed therein, subject to final review and approval by SPH, including acceptance of a Special Warranty Deed conveying a certain 0.103 acre tract from the City and authorization for the President and/or Vice President to execute same on behalf of the Board and the District. Director Glover seconded the motion, which unanimously carried. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. STATUS OF ANNEXATION OF APPROXIMATELY 19.44 ACRES OF LAND INTO THE BOUNDARIES OF THE DISTRICT Ms. Cole reminded the Board that BV Southern Pointe Development, Inc. ("BV Southern"), currently owns a 19.44 acre tract (the "Tract") located outside the boundaries of the District and desires to have the Tract annexed into the District's boundaries. Ms. Cole then reminded the Board that, as previously authorized, SPH submitted the Petition from BV Southern and the District to the City, and that the City has granted such Petition and provided SPH with the consent Ordinance. Ms. Cole then presented to and reviewed with the Board an Order Adding Land to the District and Redefining the Boundaries of the District. Upon motion by Director Lindemulder and seconded by Director Glover, the Board voted unanimously to adopt the Order Adding Land to the District and Redefining the Boundaries of the District relative to the annexation of the Tract, a copy of which is attached hereto as Exhibit I. SECOND AMENDED AND RESTATED DISTRICT INFORMATION FORM Ms. Cole then presented to and discussed with the Board a Second Amended and Restated District Information Form and boundary map reflecting the revised boundaries of the District. Following discussion, Director Lindemulder moved that the Second Amended and Restated District Information Form and map be approved and that a majority of the Board members present be authorized to execute same on behalf of the District, and that all Board members present join in the filing of the Second Amended and Restated District Information Form, as evidenced by a majority of Board members executing same. The motion was seconded by Director Glover and carried by unanimous vote. APPROVAL OF UTILITY DEVELOPMENT AGREEMENT AND WAIVER AGREEMENT BETWEEN THE DISTRICT AND BV SOUTHERN The Board next considered the approval and execution of a Utility Development Agreement between the District and BV Souther (the "Agreement"). Following discussion, the Board concurred to defer action in connection with said Agreement at this time. 5 744607_1 ATTORNEY'S REPORT The Board considered the Attorney's Report. Ms. Cole advised the Board that she had nothing of a legal nature to discuss with the Board that was not already covered under previous agenda items. Ms. Cole noted that the next meeting of the Board will be held on Thursday, October 10, 2024, at 2:00 p.m. ADOPTION OF RESOLUTION CONCERNING RECORDS RETENTION SCHEDULES AND POLICIES AND PROCEDURES FOR ELECTRONIC STORAGE OF DISTRICT RECORDS AND RECORDS DESTRUCTION REQUEST Ms. Cole presented to and reviewed with the Board a memorandum from SPH, which is attached hereto as Exhibit J, regarding the legal requirements to electronically store District records and destroy the paper copies of such records. In this regard, she recommended that the Board approve the Resolution Adopting Records Retention Schedules and Policies and Procedures for Electronic Storage of District Records attached hereto as Exhibit K (the "Records Resolution"). After discussion, Director Geva moved to approve the Records Resolution, and authorize the Records Management Officer to execute the related certifications, and that same be submitted to the Texas State Library and Archives Commission for review and approval. Director Lindemulder seconded the motion, which unanimously carried. RECORDS DESTRUCTION REQUEST Ms. Cole then reported that the District's Records Retention Schedules adopted in connection with its Records Management Program require that records of the District be retained only for specific periods of time based on the type of record. As an example, she explained that notes taken during meetings and which are used to prepare the official minutes of Board meetings are to be retained for ninety days after approval of such minutes by the Board. She next presented a request from the Records Management Officer for approval to destroy certain records (which will not be scanned in and stored electronically) in accordance with the District's Records Retention Schedules, a copy of which request is attached hereto as Exhibit L (the "Request"). After discussion, Director Geva moved that SPH be authorized to destroy the records described in the Request. Director Lindemulder seconded said motion, which carried unanimously. FUTURE AGENDA ITEMS The Board next considered matters for possible placement on future agendas. There were no future agenda items to be discussed other than matters previously noted during the meeting. 6 744607_1 ADJOURNMENT There being no further business to come before the Board, on motion made by Director Geva, seconded by Director Lindemulder, and unanimously carried, the meeting was adjourned. 7 744607_1 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of September 12, 2024 Exhibit A 2024 Tax Rate Recommendation Exhibit B Official Notice of Sale, Preliminary Official Statement, and proposed Summary of Costs Exhibit C Engagement Letter from Forvis, LLP Exhibit D Draft Audit Report for Fiscal Year ended May 31, 2024 Exhibit E Bookkeeping Report Exhibit F Tax Assessor/Collector Report Exhibit G Resolution Authorizing Request for Appraisal of Property Exhibit H Engineering Report Exhibit I Order Adding Land to the District and Redefining the Boundaries of the District Exhibit J Board Memorandum regarding Electronic Storage of District Records Exhibit K Resolution Adopting Records Retention Schedules and Policies and Procedures for Electronic Storage of District Records Exhibit L Records Destruction Request 8 744607_1