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Home My WebLink About01/12/2023 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS January 12, 2023 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on January 12, 2023, 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 Director Kerbel, thus constituting a quorum. Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Charles LaConti of Municipal Accounts & Consulting, L.P. ("MAC"); Avik Bonnerjee of B&A Municipal Tax Service, LLC ("B&A"); Stacy Vasquez and Councilmembers Mark Smith and Bob Yancy of the City of College Station (the "City"); and Christina Cole of Schwartz, Page & Harding, L.L.P. ("SPH"). Robert Atkinson of EHRA Engineering ("EHRA") entered later in the meeting as noted herein. The President called the meeting to order and declared same open for such business as might properly come before it. 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 October 13, 2022. 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. Mr. Atkinson entered the meeting during consideration of the minutes. BOOKKEEPING REPORT Mr. LaConti presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit A, including checks presented therein for payment. Following review and discussion, Director Geva moved that the Bookkeeping Report be approved and the checks presented therein be approved for payment. Director Lindemulder seconded the motion, which unanimously carried. ADOPTION OF RESOLUTION ADOPTING LIST OF QUALIFIED BROKERS AUTHORIZED TO ENGAGE IN INVESTMENT TRANSACTIONS WITH THE DISTRICT The Board considered adopting a list of qualified brokers authorized to engage in investment transactions with the District. Ms. Cole presented and reviewed with the Board the attached Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions with the District, and a list of financial institutions, brokers and dealers attached thereto, together with a comparison of the list submitted to the list previously adopted by the Board, copies of which are attached hereto as Exhibit B. Ms. Cole further noted that the broker list presented is a list of potential institutions with which the District may engage in investment transactions compiled with the input of the District's Investment Officer, but it is ultimately the Board's decision as to where the District's funds are actually placed. After discussion, Director Geva moved that: (i) the attached Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions with the District be approved by the Board and the District, as discussed, and (ii) the President and Secretary be authorized to execute same. Director Lindemulder seconded said motion, which unanimously carried. AUTHORIZE PREPARATION AND SUBMISSION OF DISTRICT INFORMATION TO TEXAS COMPTROLLER OF PUBLIC ACCOUNTS FOR INCLUSION IN THE SPECIAL, PURPOSE DISTRICT PUBLIC INFORMATION DATABASE Ms. Cole next informed the Board that, pursuant to provisions of Chapter 403, Government Code, and Chapter 203, Local Government Code, the District is required to submit information to the Texas Comptroller of Public Accounts (the "Comptroller") for inclusion in the Special Purpose District Public Information Database. Following discussion, Director Geva moved, Director Lindemulder seconded, and it was unanimously carried that the District's auditor, FORVIS, LLP, be authorized to prepare the required information and submit same to the Comptroller for inclusion in the Special Purpose District Information Database. TAX ASSESSORICOLLECTOR'S REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor -Collector Reports for the months ending October 31, 2022, November 30, 2022, and December 31, 2022, including checks presented therein for payment. Copies of such reports are attached hereto as Exhibit C. After discussion, Director Geva moved that the Tax Assessor -Collector Reports be approved and that the checks identified therein be approved for payment. Director Lindemulder seconded said motion, which unanimously carried. 2 661054 RESOLUTION CONCERNING EXEMPTIONS FROM TAXATION Ms. Cole outlined for the Board the various tax exemptions available for the District, including the exemptions provided for by Article VIII, Section 1-b of the Texas Constitution, and Section 11.13 of the Tax Code, as amended. She advised that under said provisions, the District may provide for the exemption of up to 20% (but not less than $5,000, if granted) of the market value of residential homestead improvements for the year 2023, and the District may also exempt residential homesteads of persons who are under a disability for purposes of payment of disability insurance benefits under the Federal Old Age, Survivors and Disability Insurance Act, or its successor, or persons sixty-five years of age or older from ad valorem taxes levied by the District during the calendar year 2023, and, if any such exemptions are granted, they must be for not less than $3,000 of the market value of such homesteads. After further discussion of the matter, Director Geva moved that the District (a) not grant the general residential homestead exemption, and (b) not grant an exemption for homesteads of persons under a disability or sixty-five years of age or older, and that the Resolution, attached hereto as Exhibit D relative to same be approved and adopted by the Board and the District. Director Lee seconded said motion, which carried unanimously. RESOLUTION AUTHORIZING AN ADDITIONAL PENALTY ON DELINOUENT PERSONAL PROPERTY TAXES The Board considered the adoption of a Resolution Authorizing an Additional Penalty on Delinquent Personal Property Taxes. Ms. Cole advised that the Board is authorized, pursuant to Section 33.11 of the Texas Tax Code, as amended, to impose, under certain conditions, an additional penalty not to exceed twenty percent (20%) of the total taxes, penalty and interest due the District on personal property taxes that become delinquent on or after February 1, 2023 and that remain delinquent 60 days after the date upon which they become delinquent, as more fully described in said Resolution. After discussion, it was moved by Director Geva, seconded by Director Lee and unanimously carried, that the Resolution Authorizing an Additional Penalty on Delinquent Personal Property Taxes, a copy of which is attached hereto as Exhibit E, be adopted by the Board, and that the District's delinquent tax attorneys be authorized to collect delinquent personal property taxes beginning April 1, 2023, including the filing of lawsuits, as necessary. ENGINEERING REPORT Mr. Atkinson presented to and reviewed with the Board an Engineering Report dated January 2023, a copy of which is attached hereto as Exhibit F. Following discussion, Director Geva moved to (i) concur in the payment of Pay Estimates Nos. 3, 4 and 5 relative to the construction contract for Midtown Reserve, Phase 107, and Pay Estimates Nos. 1, 2 and 3 relative to the construction contract for Midtown City Center, Phase 404A, (ii) approve the Summary of Costs in connection with the use of surplus road construction funds, subject to final review and comment by SPH, (iii) authorize the President or Vice President to execute the plat for Midtown City Center, Phase 404A, and (iv) approve the Summary of Costs relative to the use of surplus road construction funds included in the Engineering Report. Director Lindemulder seconded the motion, which unanimously carried. 3 661054 DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. UTILITY DEVELOPMENT AGREEMENTS The Board considered the approval and execution of Amended and Restated Utility Development Agreements with College Station Downtown Residential, LLC ("CSDR") relative to (i) water, sanitary sewer and drainage systems necessary to serve the District, (ii) recreational facilities to serve the District, and (iii) road facilities to serve the District (collectively, the "Amended and Restated UDAs "). Ms. Cole noted that the terms of each Amended and Restated Utility Development Agreement remain the same and that CDSR has filed a Texas Ethics Commission ("TEC") Form 1295 for each Amended and Restated UDA with the TEC and has provided SPH with copies of same. Following review and discussion on the matter, Director Geva moved to (i) approve and authorize the President to execute the Amended and Restated UDAs, and (ii) accept each TEC Form 1295 submitted in connection with the Amended and Restated UDAs, and authorize SPH to acknowledge the District's receipt of same with the TEC. Director Lee seconded said motion, which unanimously carried. ENGAGEMENT OF AUDITOR FOR DISBURSEMENT OF SURPLUS ROAD, CONSTRUCTION FUNDS Ms. Cole presented an engagement letter from FORVIS, LLP, for preparation of an audit of payments to be made to the developers out of surplus road construction funds. Ms. Cole noted that FORVIS, LLP, has filed 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 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 Lindemulder seconded said Motion, which carried unanimously. A copy of the engagement letter is attached hereto as Exhibit G. ATTORNEY'S REPORT The Board considered the Attorney's Report. Ms. Cole presented a disclosure from Masterson Advisors LLC required by the Municipal Securities Rulemaking Board Rule G-10. A copy of such disclosure is attached hereto as Exhibit H. DISCUSSION OF RENEWAL OF DISTRICT INSURANCE COVERAGES, Ms. Cole presented for the Board's consideration proposals for renewal of the District's insurance coverages from McDonald & Wessendorff Insurance ("M&W"). Ms. Cole noted that M&W has filed TEC Form 1295 and has provided SPH with a copy of same. Following review and discussion, Director Geva moved that the Board (i) accept such proposals, and that the President be authorized to execute same on behalf of the Board and the District, and (ii) accept -4- 661054 TEC Form 1295 submitted in connection with such proposals and authorize SPH to acknowledge the District's receipt of same with the TEC. Director Lindemulder seconded said motion, which unanimously carried. A copy of the accepted proposals is attached hereto as Exhibit I. FUTURE AGENDA ITEMS The Board considered items for placement on future agendas. Ms. Cole noted that an item will be placed on the March 9, 2023 agenda to ratify the actions taken to authorize the execution of the plat for Midtown City Center, Phase 404A. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Geva, seconded by Director Lee, and unanimously carried, the meeting was adjourned. ��•,.\0• CT N 0.2 rrrrf� Sec 5 A/ =w• d• bi•., •cp.y�1 ,,-7/8 /da a0$,.��`� 5 reta 661054 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of January 12, 2023 Exhibit A Bookkeeping Report Exhibit B Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions with the District and List of Financial Institutions, Brokers and Dealers Exhibit C Tax Assessor -Collector Reports Exhibit D Resolution Concerning Exemptions From Taxation Exhibit E Resolution Authorizing An Additional Penalty on Delinquent Personal Property Taxes Exhibit F Engineering Report Exhibit G Engagement Letter from FORVIS, LLP Exhibit H Masterson Advisors LLC, MSRB Rule G-10 Disclosure Exhibit I Accepted Proposals for Renewal of District's Insurance from McDonald & Wessendorff Insurance 6 661054 EXHIBIT "A" MUNICIPAL ACCOUNTS Ed CONSULTING, LP. Rock Prairie Management District No. 2 Bookkeeper's Report January 12, 2023 611 Longmire Rd Suite 1 • Conroe, Texas 77304 • Phone: 936.756.1644 • Fax: 936.756.1844 Rock Prairie MD No. 2 - GOF Cash Flow Report - Checking Account As of January 12, 2023 Num BALANCE AS OF 10/15/2022 Receipts Wire Transfer - From CPF Maintenance Tax Collections Wire Transfer - From CPF Total Receipts Disbursements 2061 Greener Images 2062 Greener Images 2063 2064 2065 2066 2067 2068 2069 2070 2071 2072 2073 Svc Chg Svc Chg Svc Chg Wire Name B&A Municipal Tax Service EHRA Engineering Forvis McCall, Parkhurst & Horton, LLP Municipal Accounts & Consulting, LP Schwartz, Page & Harding, L.L.P. Forvis Schwartz, Page & Harding, L.L.P. McCall, Parkhurst & Horton, LLP McDonald & Wessendorff Insurance Greener Images Central Bank Central Bank Central Bank Rock Prairie MD 2 - DSF Total Disbursements BALANCE AS OF 01/12/2023 CENTRAL BANK - CHECKING - #X1OCX6508 Memo Mowing 10/22-11/22 & Christmas Banners VOID: Mowing- 11/22 SB2 Compliance - 8/22 & 11/22 Engineering Fees - 10/22 & 11/22 Series 2022 - Bond Issuance Costs Series 2022 - Bond Issuance Costs Bookkeeping Fees -10/22 -12/22 Legal Fees -10/22 - 11/22 Audit Fee Series 2022 - Bond Issuance Costs Annual Disdosure Report 2022 Annual Insurance Premium Mowing Expense Service Charge -10/22 Service Charge - 11/22 Service Charge - 12/22 Wire Transfer - To DSF Amount 14,050.00 15,600.00 1,883.67 (13,800.00) 0.00 (500.00) (4,860.00) (6,500.00) (9,000.00) (6,465.01) (11,787.72) (1,100.00) (433.67) (1,800.00) (3,065.00) 0.00 (40.00) (40.00) (40.00) (5,000.00) Balance ($13,014.81) 31,533.67 (64,431.40) ($45,912.54) 1 Rock Prairie Management District No. 2 Account Balances As of January 12, 2023 Financial Institution Issue Maturity Interest Account (Acct Number) Date Date Rate Balance Fund: Operating Checking Account(s) CENTRAL BANK - CHECKING PO6508) 0.00 % (45,912.54) Checking Account Fund: Capital Projects Money Market Funds TEXAS CLASS (3000(0003) 06/27/2022 Totals for Operating Fund: ($45,912.54) 4.54 % 38,309.18 Series 2022 Road Totals for Capital Projects Fund: $38,309.18 Fund: Debt Service Money Market Funds TEXAS CLASS (XXXX0001) 04/06/2021 4.54 °/,, 155,977.81 Road Totals for Debt Service Fund: $155,977.81 Grand total for Rock Prairie Management District No. 2: $148,374.45 Notes Rock Prairie MD No. 2 Capital Projects Fund Breakdown 1/12/2023 Net Proceeds for All Bond Issues Receints Series 2022 Road - Bond Proceeds Series 2022 Road - Interest Earnings Disbursements Series 2022 Road - Disbursements (Attached) Total Cash Balance Balances by Account Series 2022 Road - TX Class (0002) Total Cash Balance Balances by Bond Series Series 2022 Road - Bond Proceeds Total Cash Balance $2,500,000.00 441.73 (2,462,132.55) $38,309.18 $38,309.18 $38,309.18 $38,309.18 $38,309.18 Remainini' Costs/Surplus By Bond Series Series 2022 Road - Remaining Costs Total Amount in Remaining Costs Series 2022 Road - Surplus & Interest Balance Total Remaining Costs/Surplus $2,500.00 $2,500.00 $35,809.18 $35,809.18 3 f(7NSTRUCTTION COSTS Districts Items: Bird Pond Road Midtown Reserve Phase 100 Midtown Reserve Phase 102 Engineering & Geotechnical Total Constructions Costs TOTAL CONSTRUCTION COSTS NON -C.f}NSTRl1CFION COST Legal Fees Financial Advisor Fees Capitalized Interest Developer Interest Bond Discount Bond Issuance Expenses Attorney General Fee TOTAL NON -CONSTRUCTION COSTS TOTAL BOND ISSUE REQUIREMENT Rock Prairie MD No. 2 Cost Comparison Series 2022 Road USE OF ACTUAL REMAINING VARIANCE PROCEEDS COSTS COSTS (OVER)IUNDER $1,215,648.00 51,215,647.89 $0.00 $0.11 236,508.00 233,991.00 0.00 2,517.00 339,937.00 339,936.51 0.00 0.49 47,704.00 55,112.79 0.00 (7,408.79) 1,839,797.00 1,844,688.19 0.00 (4,891.19) $1,839,797.00 $1,844,688.19 $0.00 ($4,891.19) $72,500.00 $72,500.00 $0.00 $0.00 50,000.00 50,000.00 0.00 0.00 125,000.00 120,625.00 0.00 4,375.00 291,764.00 269,980.97 0.00 21,783.03 75,000.00 69,434.55 0.00 5,565.45 43,439.00 32,403.84 2,500.00 8,535.16 2,500.00 2,500.00 0.00 0.00 $660,203.00 $617,444.36 $2,500.00 540,258.64 $2,500,000.00 S2,462,132.55 $2,500.00 $35,367.45 4 Interest 442 Bank Fees 0 Transfer from Operating 0 Total Surplus & Interest 35,809 Total Projections, Surplus, & Interest $38,309.18 Rock Prairie MD No. 2 - GOF Actual vs. Budget Comparison December 2022 December 2022 June 2022 - December 2022 Annual Actual Budget Over/(Under) Actual Budget Over/(Under) Budget Revenues 14100 Developer Advance 0 12,120 (12,120) 84,000 84,840 (840) 145,440 14350 Maintenance Tax Collections 15,600 0 15,600 20,133 0 20,133 75,700 Total Revenues 15,600 12,120 3,480 104,133 84,840 19,293 221,140 Expenditures 16330 Legal Fees 3,050 5,000 (1,950) 38,847 35,000 3,847 60,000 16340 Auditing Fees 0 0 0 11,700 13,500 (1,800) 13,500 16350 Engineering Fees 0 2,500 (2,500) 19,745 17,500 2,245 30,000 16430 Bookkeeping Fees 1,840 2,917 (1,077) 15,531 20,417 (4,885) 35,000 16450 Legal Notices & Other Publ. 0 0 0 0 0 0 1,000 16455 SB 2 Expenses 0 208 (208) 1,500 1,458 42 2,500 16460 Printing & Office Supplies 16 104 (88) 964 729 235 1,250 16470 Filing Fees 0 108 (108) 170 758 (589) 1,300 16480 Delivery Expense 0 42 (42) 59 292 (233) 500 16510 Mowing - Parks 0 5,853 (5,853) 49,651 40,968 8,683 70,230 16520 Postage 3 5 (2) 80 35 45 60 16530 Insurance & Surety Bond 0 0 0 0 0 0 3,500 16540 Travel Expense 0 83 (83) 766 583 182 1,000 16551 Bank Fees 40 42 (2) 220 292 (72) 500 16560 Miscellaneous Expense 11 67 (56) 983 467 517 800 Total Expenditures 4,961 16,928 (11,968) 140,216 131,998 8,218 221,140 Excess Revenues (Expenditures) $10,639 ($4,808) $15,448 (536,083) ($47,158) $11,075 $0 5 Rock Prairie MD No. 2 - GOF Balance Sheet As of December 31, 2022 ASSETS Current Assets Checking/Savings 11101 • Cash in Bank Dec 31, 22 11,515 Total Checking/Savings 11,515 Other Current Assets 11520 • Maintenance Tax Receivable 1,494 11740 • Due From Construction 1,884 11750 • Due From Tax Account (9,678) Total Other Current Assets (6,300) Total Current Assets 5,215 TOTAL ASSETS 5,215 LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 12000 • Accounts Payable Total Accounts Payable Other Current Liabilities 12800 • Deferred Inflows Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity 13010 • Unallocated Fund Balance Net Income 56,246 56,246 1,494 1,494 57,741 57,741 (16,443) (36,083) Total Equity (52,526) TOTAL LIABILITIES & EQUITY 5,215 6 Rock Prairie Management District No. 2 District Debt Service Payments 01/12/2023 - 01/12/2024 Paying Agent Series Date Due Date Paid Principal Interest Total Due Debt Service Payment Due 03/01/2023 Bank of New York 2021 - Road 03/01/2023 0.00 31,201.25 31,201.25 Bank of New York 2022 - Road 03/01/2023 0.00 45,904.51 45,904.51 Total Due 03/01/2023 0.00 77,105.76 77,105.76 Debt Service Payment Due 09/01/2023 Bank of New York 2021 - Road 09/01/2023 65,000.00 31,201.25 96,201.25 Bank of New York 2022 - Road 09/01/2023 0.00 60,312.50 60,312.50 Total Due 09/01/2023 65,000.00 91,513.75 156,513.75 District Total $65,000.00 $168,619.51 $233,619.51 7 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 24222023 LIST OF AUTHORIZED BROKERS Alle(jkncc'?cnkAmegy Bank, a division of Zions Bancorporation N.A. Amerant Bank N.A. American Bank of Commerce (ABC Bank) American National Bank of Texas Austin Capital Bank SSB &lacv-pCouth B 1 bank Bank of America N.A./B of A Securities Bank of Brenham/Zink _ f BenL +.. of Houston, N.A. Bank o Texas, a division of BOKF, N.A. Bank OZK Beal Bank SSB / Beal Bank USA BOF. Finenerrl Eacu:ities. Ina. ! BY. Fin��c 1 Coq . Cadence Bank, N.A. Capital Bank cf Tc :ct Capital One, N.A. Central Bank Chasewood Bank Citibank N.A. / Citigroup, Inc. Citizens State Bank Citizens Starr D',ank of Somerville Comerica Bank Commercial State Bank Community Bank of Tania.1`i.Ar East West Bank Fayetteville Bank FadaraW Hernicx:, Inc. First_ rst itizens B First Financial Bank, N.A. First Horizon Bank, N.A. / FI-IN Finanoial First National Bank of Bellville First National Bank of Shiner First National Bank Texas / First Convenience Bank First Texas Bank First United Bank Frontier Bank of Texas Frost Bank Guaranty Bank & Trust, N.A. Hancock Whitney Bank Herring Bank I-Iillt scvtrities.Inc. HomeTown Bank, N.A. Unme B Independent Bank (d/bla Independent Financial) Industry State Bank International Bank of Commerce (IBC Bank)- Comm ce za►2: J.P. Morgan Chase & Co. / J.P. Morgan Smirrtic ! JPMorgan Chase Bank, N.A. LOGIC (Local Gov't. Investment Cooperative)} Lone Star Bank Lone Star Capital Bank Lone Star Investment Pool / First Public, LLC Moody National Bank Mcvgan &ar::ay NewFirst National Bank Origin Bank pRUis f Texas Asset Management LLC, a division of U.S. Bancorp Asset Management (LfrlP) Pixia3r'3onl: PlainsCapital Bank Plains State Bank PNC Bank / The PNC Financial Services Group, Inc. Prosperity Bank - iaymond Jamuc Ins. RB RBC Capita Markets / RBC Investments Regions Bank Robert W. Baird & Company, Inc. Simmons Bank Southside Bank SouthStar Bank, SSB rit of Taxaa Bank S B State Bank of Texas Tanan Ear r Stel1zr Bank (A,Ile Sum awer � Texas Capital ank N.A. Texa.;-gitizvzc Ward: n1 Texas C.L.A.S.S. Texas Exchange Bank Texas First Bank Texas Gulf Bank, N.A. Texas Regional Bank TexPool rTexPool Prime TexSTAR Investment Pool The Bank of New York Mellon Trust Company, N.A. The First National Bank of Bastrop The First State Bank TIB, N.A. (The Independent Bankers Bank) Third Coast Bank S.S.B. Truist Financial Corporation Trustmark National Bank e Bank / T'exat_ N_' UBank UBg LLC. United Bank of E. Paso d Norte United Texas Bank Unity US Banational Bank Vantage Bank Texas Veritex Community Bank Wallis Bank W eIlz Fargo AJ . ioor. Wells Fargo Bank, N.A. WoIIC Fargo Sa�iriti-eu. U.JC WestStar Bank Woodforest National Bank Effective as of January 1, 2-0??2,3 EXHIBIT "B" RESOLUTION ADOPTING LIST OF QUALIFIED BROKERS AUTHORIZED TO ENGAGE IN INVESTMENT TRANSACTIONS WITH ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 WHEREAS, Rock Prairie Management District No. 2 (the "District") is a body politic and corporate and a governmental agency of the State of Texas, operating under and governed by the provisions of Chapter 3909, Texas Special District Local Laws Code, and Sections 52 and 52-a of Article III and Section 59 of Article XVI of the Texas Constitution; and WHEREAS, Chapter 2256, Texas Government Code, as amended, requires that the Board of Directors of the District annually review, revise and adopt a list of qualified brokers that are authorized to engage in investment transactions with the District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, THAT: Section 1: The Board of Directors of the District hereby adopts the list of financial institutions, brokers and dealers attached hereto as Exhibit "A" as the list of qualified brokers that are authorized to engage in investment transactions with the District. Section 2: The provisions of this Resolution shall be effective as of its date of approval by the Board of Directors and shall remain in effect until modified by action of the Board of Directors, and any resolution heretofore adopted by the Board of Directors adopting a list of qualified brokers that are authorized to engage in investment transactions with the District shall be and is hereby revoked as of the effective date of this Resolution. PASSED AND ADOPTED this 12th day of January, 2023. ATTEST: By: t�' • . ,,, . • `q.E 4 1 d= • — S a T�= c •••• � /J ••......Z.z* 38636' 1 II111%0 of Directors ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors EXHIBIT "A" LIST OF AUTHORIZED BROKERS Amegy Bank, a division of Zions Bancorporation N.A. Amerant Bank N.A. American Bank of Commerce (ABC Bank) American National Bank of Texas Austin Capital Bank SSB Blbank Bank of America N.A./B of A Securities Bank of Brenham / Bank of B/CS Bank of Houston, N.A. Bank of Texas, a division of BOKF, N.A. Bank OZK Beal Bank SSB / Beal Bank USA Cadence Bank, N.A. Capital One, N.A. Central Bank Chasewood Bank Citibank N.A. / Citigroup, Inc. Citizens State Bank Citizens State Bank of Somerville Comerica Bank Commercial State Bank East West Bank Fayetteville Bank First American Bank First Citizens Bank First Financial Bank, N.A. First Horizon Bank, N.A. First National Bank of Bellville First National Bank of Shiner First National Bank Texas / First Convenience Bank First Texas Bank First United Bank Frontier Bank of Texas Frost Bank Guaranty Bank & Trust, N.A. Hancock Whitney Bank Herring Bank HomeTown Bank, N.A. Home Bank Independent Bank (d/b/a Independent Financial) Industry! State Bank International Bank of Commerce (IBC Bank) JPMorgan Chase Bank, N.A. LOGIC (Local Gov't. Investment Cooperative) Lone Star Bank Lone Star Capital Bank Lone Star Investment Pool / First Public, LLC Moody National Bank NewFirst National Bank Origin Bank PrimeBank of Texas PFM Asset Management LLC, a division of U.S. Bancorp Asset Management (LGIP) PlainsCapital Bank Plains State Bank PNC Bank / The PNC Financial Services Group, Inc. Prosperity Bank R Bank Texas RBC Capital Markets / RBC Investments Regions Bank Robert W. Baird & Company, Inc. Simmons Bank Southside Bank SouthStar Bank, SSB State Bank of Texas Stellar Bank (Allegiance Bank / Community Bank of Texas, N.A.) Sunflower Bank, N.A. Texas Capital Bank, N.A. Texas C.L.A.S.S. Texas Exchange Bank Texas First Bank Texas Gulf Bank, N.A. Texas Regional Bank TexPool f TexPool Prime TexSTAR Investment Pool The Bank of New York Mellon Trust Company, N.A. The First National Bank of Bastrop The First State Bank TIB, N.A. (The Independent Bankers Bank) Third Coast Bank S.S.B. Truist Financial Corporation Trustmark National Bank UBank United Texas Bank Unity National Bank US Bank Vantage Bank Texas Veritex Community Bank Wallis Bank Wells Fargo Bank, N.A. WestStar ank Woodforest National Bank Effective January 12, 2023 EXHIBIT "C" Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING October 31, 2022 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/22 RECEIVABLES SUMMARY 2022 Balance Forward Levy at 05/31/22 FYE CAD Changes / Uncollectible $0.00 $366.474.63 366,474.63 Outstanding Balance forward Prior Years (2021-2010) at 05/31/22 FYE $3,552.24 $0.00 3,552.24 370,026.87 CAD Changes / Uncollectible Total Levy to be collected Collection prior months (all years) ($3,405.06) 2022 Taxes Collected net NSF & KR Refunds during current month ($19,553.67) Taxes Collected for Prior Years net NSF & KR Refunds $0.00 (22,958.73) 347,068.14 Total Outstanding Balance TAX ACCOUNT Beginning Balance — Tax Account 8,891.09 Income Taxes Collected Current Year $19,553.67 Taxes Collected Prior Year $0.00 10% Rendition Penalty $0.00 Penalties & Interest $0.00 Collection Fee Paid $0.00 Overpayments $0.00 NSF or Reversals, Bank Charges $0.00 Other Fees & Court Costs, Etc $0.00 CCI Overpayment $0.00 Escrow / Prepaid $0.00 $19,553.67 Expenses CK# 1184 B&A Municipal Tax Service, LLC - Invoice MD2-165 CK# 1185 B&A Municipal Tax Service, LLC - Invoice MD2-166 28,444.76 $817.70 $1,366.57 $2,184.27 Ending Balance —Tax Account 26,260.49 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 2 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/22 OUTSTANDING TAXES - YEAR TO DATE TAX YEAR 2022 2021 2020 2019 2018 2017 BALANCE FORWARD 10/01/22 $366,474.63 $216,956.05 $117,666.69 $73,299.93 $49,461.25 $19,962.78 CAD SUPPLEMENTS & CORRECTIONS UNCOLLECTIBLE $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 EXEMPTIONS & TAX RATES TAX YEAR 2022 2021 2020 2019 2018 2017 HOMESTEAD EXEMPTION 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% DISTRICT VALUES TAX YEAR 2022 2021 2020 2019 2018 2017 LAND & IMPROVEMENTS 74,149,341 43,412,055 22,941,412 14,898,546 9,881,920 4,069,643 OVER 65 / DISABLED 0 0 0 0 0 0 AG NET 8,296 8,675 7,123 14,370 28,690 27,010 M & 0 RATE 0.12000 0.17000 0.50000 0.50000 0.50000 0.50000 PERSONAL PROPERTY 120,621 608,274 617,829 909,670 309,850 0 COLLECTIONS $19,553.67 $216,808.86 $117,666.69 $73,299.93 $49,461.25 $19,962.78 DEBT SERVICE RATE 0.00000 0.00000 0.00000 0.00000 0.00000 0.00000 EXEMPTIONS 983,344 637,793 33,002 1,162,600 328,210 104,096 OUTSTANDING TAXES $346,920.96 $147.18 $0.00 $0.00 $0.00 ($0.00) $347,068.14 ROAD BOND DEBT RATE 0.38000 0.33000 0.00000 0.00000 0.00000 0.00000 TOTAL VALUE 73,294,914 43,391,211 23,533,362 14,659,986 9,892,250 3,992,557 COLLECTIONS PERCENTAGE 5.34% 99.93% 100.00% 100.00% 100.00% 100.00% TOTAL RATE 0.50000 0.50000 0.50000 0.50000 0.50000 0.50000 SR KR CR CR 40 40 61 61 88 88 97 97 99 99 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 3 ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/22 MUNICIPAL TAX SERVICE,LLC BEGINNING BALANCE INCOME 10% Rendition Penalty CAD Refund Excess Allotment Collection Fee Correcton Roll Refund Earned Interest Overpayments Penalty & Interest Rollback Tax Collected Taxes Collected Total Income PROFIT & LOSS CURRENT MONTH 10/01 /22 -10/31/22 11,714.59 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 19,553.67 19,553.67 FISCAL YEAR 6/01/22 -10/31 /22 29,601.80 0.00 0.00 495.93 0.00 0.00 0.00 620.19 0.00 22,958.73 24,074.85 EXPENSES Annexation 0.00 0.00 Audit/Records 0.00 175.00 Bank Charges 0.00 0.00 Bond Premium 0.00 50.00 CAD Fees 500.00 1,501.00 Certificate of Value 0.00 350.00 Copies 72.60 380.00 Correction Roll Refunds 25.00 14.85 Correction Roll Rendition Refunds 0.00 0.00 Continuing Disclosure 0.00 0.00 Court Affidavits 0.00 0.00 Delinquent Tax Attorney Assistance 15.00 75.00 Delinquent Tax Attorney Fee 0.00 495.93 Estimate of Value 0.00 450.00 Financial Advisor Assistance 32.50 32.50 Installment Tracking 0.00 0.00 Unclaimed Property Report 0.00 0.00 Legal Notices 787.00 787.00 Mailing & Handling 6.91 63.11 Meeting Travel & Mileage 522.50 1,845.32 NSF, Reversals, Stop Pay 25.00 25.00 Overpayment Refund 0.00 0.00 Public Hearing 0.00 0.00 Records Retention 9.03 13.83 Research 0.00 210.00 Roll Update & Processing 0.00 131.25 Supplies 10.26 10.26 Tax Assessor Collector Fee - AB 817.70 4,088.50 Transfer to Rollback Collected 0.00 0.00 Transfer to Maintenance & Operating 0.00 4,533.34 Transfer to Road Debt Service 0.00 10,000.00 2,823.50 25,231.89 ENDING BALANCE 28.444.76 28.444.76 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 4 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/22 October November December January February March April May June July August September 2022 $19,553.67 YEAR TO YEAR COMPARISON % 2021 5.34% • OA VARIANCE $0.00 0.00% 5.34% $27,879.54 12.87% $47,161.03 34.64% $96,284.05 79.10% $32,143.07 93.94% $1,284.59 94.53% $0.00 94.53% $9,110.62 98.56% $25.55 98.57% $1,447.70 99.24% $1,497.71 99.93% $0.00 99.93% MONTHLY COLLECTIONS 20221 20211 2019 I $19,553.67 $0.00 $0.00 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 5 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MGT DIST NO. 2 FOR THE PERIOD ENDING 10/25/2022 PLEDGED SECURITIES REPORT SECURITES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE . YES TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON COLLATERAL SECURITY REQUIRED: $ 250,073.31 TYPE OF PLEDGED INVESTMENT: GNMA FNMA IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: YES B A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY SUITE 620 HOUSTON, TX 77040 MAIN 713-900-2680 FAX 713-900-2685 PS STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor -Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of November 2022. REBECCA LYNN BREWER Notary ID #1258819 My Commission Expires March 1, 2024 Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Date I11/1/2022 Invoice Invoice # MD2-165 Description Unit Count Rate Amount Avik Bonnerjee, RTA - Tax Assessor Collector Fee 662.00 662.00 November 2022. 2021 Additional Unit Count Invoiced 2022 173 0.90 155.70 Thank you for your business. 1 Total $817.70 !/.d (- a9,I•L- 13333 Northwest Freeway, Suite 620 • Houston, TX 77040 a PH:713-900-2680 www.bamunitax.com MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Invoice Date Invoice # 11/1/2022 MD2-166 Description Unit Count Rate Amount Copies Postage, Mailing, and Handling (3) Roll Update & Processing Hrs. - August & September 2022 (Certified Estimate & Certified Roll) Records Retention Preparation of Delq. Atty. Electronic Files Meeting Travel Time/Mileage/Time (September 2022) Public Hearing/2022 Tax Rate Adoption Thank you for your business. 315 1.5 0.20 2.37 75.00 1.20 15.00 522.50 650.00 I Total .4 I/.of-a-a OV. 11�- 13333 Northwest Freeway, Suite 620 • Houston, TX 77040 ■ PH:713-900-2680 ■ www.bamunitax.com 63.00 2.37 112.50 1.20 15.00 522.50 650.00 $1,366.57 Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING November 30, 2022 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/22 RECEIVABLES SUMMARY 2022 Balance Forward Levy at 05/31/22 FYE CAD Changes / Uncollectible Outstanding Balance forward Prior Years (2021-2010) at 05/31/22 FYE CAD Changes / Uncollectible Total Levy to be collected Collection prior months (all years) 2022 Taxes Collected net NSF & KR Refunds during current month Taxes Collected for Prior Years net NSF & KR Refunds Total Outstanding Balance TAX ACCOUNT Income Taxes Collected Current Year Taxes Collected Prior Year 10% Rendition Penalty Penalties & Interest Collection Fee Paid Overpayments NSF or Reversals, Bank Charges Other Fees & Court Costs, Etc CCI Overpayment Escrow / Prepaid Beginning Balance — Tax Account (CAD Refund Excess Allotment) Expenses CK# 1186 Perdue Brandon Fielder Collins & Mott -Attorney Fee Delq Coll (11/2022) CK# 1187 Brazos CAD - 1st Qtr 2023 Assessment CK# 1188 B&A Municipal Tax Service, LLC - Invoice MD2-168 CK# 1189 B&A Municipal Tax Service, LLC - Invoice MD2-169 $0.00 $366,433.95 $3,552.24 $0.00 ($22,958.73) ($25,643.23) (S 134.76) $25,643.23 $134.76 $0.00 $28.30 $32.61 $0.06 $0.00 $103.00 $0.00 $0.00 $25,941.96 $32.61 $812.75 $817.70 $1,163.55 $2,826.61 366,433.95 3.552.24 369,986.19 (48,736.72) 321,249.47 26,260.49 52,202.45 Ending Balance —Tax Account 49,375.84 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 2 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/22 OUTSTANDING TAXES - YEAR TO DATE BALANCE FORWARD CAD TAX @ SUPPLEMENTS & YEAR 10/01/22 CORRECTIONS UNCOLLECTIBLE 2022 $366,474.63 ($40.68) $0.00 2021 $216,956.05 $0.00 $0.00 2020 $117,666.69 $0.00 $0.00 2019 $73,299.93 $0.00 $0.00 2018 $49,461.25 $0.00 $0.00 2017 $19,962.78 $0.00 $0.00 EXEMPTIONS & TAX RATES TAX YEAR 2022 2021 2020 2019 2018 2017 HOMESTEAD EXEMPTION 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% DISTRICT VALUES TAX LAND & YEAR IMPROVEMENTS 2022 74,141,207 2021 43,412,055 2020 22,941,412 2019 14,898,546 2018 9,881,920 2017 4,069,643 OVER 65/ DISABLED 0 0 0 0 0 0 AG NET 8,296 8,675 7,123 14,370 28,690 27,010 COLLECTIONS $45,196.90 $216,943.62 $117,666.69 $73,299.93 $49,461.25 $19,962.78 DEBT SERVICE M&ORATE RATE 0.12000 0.00000 0.17000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 PERSONAL PROPERTY 120,621 608,274 617,829 909,670 309,850 0 EXEMPTIONS 983,344 637,793 33,002 1,162, 600 328,210 104,096 OUTSTANDING TAXES $321,237.05 $12.42 $0.00 $0.00 $0.00 ($0.00) $321,249.47 ROAD BOND DEBT RATE 0.38000 0.33000 0.00000 0.00000 0.00000 0.00000 TOTAL VALUE 73,286,780 43,391,211 23,533,362 14,659,986 9,892,250 3,992,557 COLLECTIONS PERCENTAGE 12.33% 99.99% 100.00% 100.00% 100.00% 100.00% TOTAL RATE 0.50000 0.50000 0.50000 0.50000 0.50000 0.50000 SR KR 3 3 44 44 65 65 90 90 99 99 101 101 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 3 ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/22 MUNICIPAL TAX SERVICE,LLC BEGINNING BALANCE INCOME 10% Rendition Penalty CAD Refund Excess Allotment Collection Fee Correcton Roll Refund Earned Interest Overpayments Penalty & Interest Rollback Tax Collected Taxes Collected PROFIT & LOSS CURRENT MONTH 11 /01 /22 -11/30/22 28,444.76 FISCAL YEAR 6/01/22 -11 /30/22 29,601.80 0.00 0.00 103.00 103.00 32.61 528.54 0.00 0.00 0.00 0.00 0.06 0.06 28.30 648.49 0.00 0.00 25,777.99 48,736.72 Total Income 25,941.96 50,016.81 EXPENSES Annexation 0.00 0.00 Audit/Records - 0.00 175.00 Bank Charges 0.00 0.00 Bond Premium 0.00 50.00 CAD Fees 0.00 1,501.00 Certificate of Value 0.00 350.00 Copies 63.00 443.00 Correction Roll Refunds _ 0.00 14.85 Correction Roll Rendition Refunds 0.00 0.00 Continuing Disclosure 0.00 0.00 Court Affidavits 0.00 0.00 Delinquent Tax Attorney Assistance 15.00 90.00 Delinquent Tax Attorney Fee 0.00 495.93 Estimate of Value 0.00 450.00 Financial Advisor Assistance 0.00 32.50 Installment Tracking 0.00 0.00 Unclaimed Property Report 0.00 0.00 Legal Notices 0.00 787.00 Mailing & Handling 2.37 65.48 Meeting Travel & Mileage 522.50 2,367.82 NSF, Reversals, Stop Pay 0.00 25.00 Overpayment Refund 0.00 0.00 Public Hearing 650.00 650.00 Records Retention 1.20 15.03 Research 0.00 210.00 Roll Update & Processing 112.50 243.75 Supplies 0.00 10.26 Tax Assessor Collector Fee - AB 817.70 4,906.20 Transfer to Rollback Collected 0.00 0.00 Transfer to Maintenance & Operating 0.00 4,533.34 Transfer to Road Debt Service _ 0.00 10,000.00 2,184.27 27,416.16 ENDING BALANCE 5 .22 02.45 52.202.45 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 4 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/22 1 October November December January February March April May June July August September 2022 $19,553.67 $25,643.23 20221 20211 $25,643.23 $134.76 YEAR TO YEAR COMPARISON 2021 5.34% 12.33% r $0.00 $27,879.54 $47,161.03 $96,284.05 $32,143.07 $1,284.59 $0.00 $9,110.62 $25.55 $1,447.70 $1,497.71 $0.00 MONTHLY COLLECTIONS 2019 $0.00 0.00% 12.87% 34.64% 79.10% 93.94% 94.53% 94.53% 98.56% 98.57% 99.24% 99.93% 99.93% VARIANCE 5.34%I -0.54%1 { B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 5 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MGT DIST NO. 2 FOR THE PERIOD ENDING 11/28/2022 PLEDGED SECURITIES REPORT SECURITES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE : YES TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON COLLATERAL SECURITY REQUIRED: $ 262,197.91 TYPE OF PLEDGED INVESTMENT: GNMA FNMA IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: YES B A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY SUITE 620 HOUSTON, TX 77040 MAIN 713-900-2680 FAX 713-900-2685 PS STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor -Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of December 2022. REBECCA LYNN BREWER lri x, �' Notary ID #1258819 1 ',-,,,....A,,..„ My Commission Expires i March 1, 2024 Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 Jurisdiction: MD2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Page 1 Deposits Report 12/6/2022 For Dates 11/1/2022 thru 11/30/2022 4:34 PM Bank WELLS FARGO BANK GL Account Summary Taxes Paid P&I Paid Coll Fee Paid Refund Deposit Date Deposit No Ck/Cash CC WACH Deposit Amount 11/3/2022 2022052 0 0 1 15,302.79 11/4/2022 2022053 0 1 0 1,167.90 11/4/2022 2022054 1 0 0 13.18 11/7/2022 2022055 0 0 1 1,273.82 11/8/2022 2022056 2 0 0 58.79 11/9/2022 2022057 1 0 0 2,817.50 11/15/2022 2022058 0 1 0 12.50 11/22/2022 2022059 1 0 0 1,336.14 11/22/2022 2022060 1 0 0 1,322.42 11/30/2022 2022061 4 0 0 2,338.19 11/30/2022 2022062 1 0 0 195.73 Total Deposits 11 11 2 2 25,838.96 2022 f 25,643.23 ✓ 25,643.23 2021 / Total Report 134.761 25,777.99 28.30 '� 28.30 32.61 32.61 0.06 0.06 195.73 25,838.96 a laol as CK )/F(z;) Report Preparea by B&A Municipal Tax i� www.bamunitax.com BRAZOS CENTRAL APPRAISAL DISTRICT BRAZOS COUNTY, TEXAS 4051 PENDLETON DR BRYAN, TX 77802-2465 Mr. Avik Bonnerjee Registered Texas Assessor Collector B&A Municipal Tax Service LLC 13333 Northwest Freeway, Suite 620 Houston, TX 77040 Dana Horton Chief Appraiser Phone (979) 774-4100 Fax (979) 774-4196 November 21, 2022 ROCK PRAIRIE MGMT DIST #2 STATEMENT Below are the quarterly payment amounts and due dates for the 2023 Brazos Central Appraisal District Operating Budget, as mandated by State Law, Section 6.06 State Property Tax Code states: "Unless the governing body of a unit and the chief appraiser agree to a different method of payment, each taxing unit shall pay its allocation in four equal payments to be made at the end of each calendar quarter, and the first payment shall be made before January 1 of the year in which the budget takes effect. A payment is delinquent if not paid on the date it is due. A delinquent payment incurs a penalty of 5 percent of the amount of the payment and accrues interest at an annual rate of IO percent. If the budget is amended, any change in the amount of a unit's allocation is apportioned among the payments remaining." 1st Quarter due by December 31, 2022 $812.75 2nd Quarter due by March 31, 2023 $812.75 3rd Quarter due by June 30, 2023 $812.75 4th Quarter due by September 30, 2023 $812.75 Total Allocation $3,251.00 1-8t l a,a r -aa cK IV MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Invoice Date Invoice # 12/1/2022 MD2-168 Description Unit Count Rate Amount Avik Bonnerjee, RTA - Tax Assessor Collector Fee 662.00 662.00 December 2022. 2021 Additional Unit Count Invoiced 2022 173 0.90 155.70 Thank you for your business. Total $817.70 13333 Northwest Freeway, Suite 620 r Houston, TX 77040 ■ PH:713-900-2680 x www.bamunitax.com MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Date I 12/1/2022 Invoice Invoice # MD2-169 Description Unit Count Rate Amount Copies Statement Mailing & Handling: 3rd Quarter Notices (July -September 2022) Statement Mailing and Handling (DMR- CR) Statement Mailing & Handling (Agents - CR) Records Retention Preparation of Delq. Atty. Electronic Files Meeting Travel Time/Mileage/Time (October2022) Thank you for your business. 208 0.25 1.5 0.20 75.00 449.50 75.00 1.20 15.00 525.00 41.60 18.75 449.50 112.50 1.20 15.00 525.00 Total $1,163.55 13333 Northwest Freeway, Suite 620 • Houston, TX 77040 r PH:713-900-2680 a www.bamunitax.com Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING December 31, 2022 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 12/31/22 RECEIVABLES SUMMARY 2022 Balance Forward Levy at 05/31/22 FYE CAD Changes / Uncollectible Outstanding Balance forward Prior Years (2021-2010) at 05/31/22 FYE CAD Changes / Uncollectible Total Levy to be collected Collection prior months (all years) 2022 Taxes Collected net NSF & KR Refunds during current month Taxes Collected for Prior Years net NSF & KR Refunds Total Outstanding Balance TAX ACCOUNT Income Taxes Collected Current Year Taxes Collected Prior Year 10% Rendition Penalty Penalties & Interest Collection Fee Paid Overpayments NSF or Reversals, Bank Charges Other Fees & Court Costs, Etc CCI Overpayment Escrow / Prepaid Expenses Wire CK# 1190 CK# 1191 CK# 1192 CK# 1193 CK# 1194 CK# 1195 CK# 1196 Beginning Balance — Tax Account Rock Prairie Management District Rock Prairie Management District Rock Prairie Management District B&A Municipal Tax Service, LLC - B&A Municipal Tax Service, LLC - Brazos Central Appraisal District - Brazos Central Appraisal District - Brazos Central Appraisal District - 2 - Operating 2 - Operating 2 - Road Debt Service Invoice MD2-171 Invoice MD2-172 2nd Qtr Holding Check 3rd Qtr Holding Check 4th Qtr Holding Check Ending Balance —Tax Account $0.00 $366,433.95 $3,552.24 $0.00 ($48,736.72) ($50,710.36) ($12.42) $50,710.36 $12.42 $0.00 $2.86 $3.06 $0.00 $0.00 $0.00 $0.00 $0.00 $50,728.70 $15,600.00 $7,467.80 $50,000.00 $824.90 $133.65 $0.00 $0.00 $0.00 $74,026.35 366,433.95 3.552.24 369,986.19 (99,459.50) 270,526.69 49,375.84 100,104.54 26,078.19 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 2 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 12/31/22 OUTSTANDING TAXES - YEAR TO DATE BALANCE FORWARD TAX e° YEAR 2022 2021 2020 2019 2018 2017 CAD SUPPLEMENTS & 10/01/22 CORRECTIONS UNCOLLECTIBLE COLLECTIONS $366,474.63 ($40.68) $0.00 $95,907.26 $216,956.04 $0.00 $0.00 $216,956.04 $117,666.69 $0.00 $0.00 $117,666.69 $73,299.93 $0.00 $0.00 $73,299.93 $49,461.25 $0.00 $0.00 $49,461.25 $19,962.78 $0.00 $0.00 $19,962.78 EXEMPTIONS & TAX RATES TAX YEAR 2022 2021 2020 2019 2018 2017 HOMESTEAD EXEMPTION 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% DISTRICT VALUES TAX LAND & YEAR IMPROVEMENTS 2022 74,141,207 2021 43,412,055 2020 22,941,412 2019 14,898,546 2018 9,881,920 2017 4,069,643 OVER 65 / DISABLED 0 0 0 0 0 0 AG NET 8,296 8,675 7,123 14,370 28,690 27,010 DEBT SERVICE M & 0 RATE RATE 0.12000 0.00000 0.17000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 PERSONAL PROPERTY 120,621 608,274 617,829 909,670 309,850 0 EXEMPTIONS 983,344 637,793 33,002 1,162,600 328,210 104,096 OUTSTANDING TAXES $270,526.69 ($0.00) $0.00 $0.00 $0.00 ($0.00) $270,526.69 ROAD BOND DEBT RATE 0.38000 0.33000 0.00000 0.00000 0.00000 0.00000 COLLECTIONS PERCENTAGE 26.17% 100.00% 100.00% 100.00% 100.00% 100.00% TOTAL RATE 0.50000 0.50000 0.50000 0.50000 0.50000 0.50000 TOTAL VALUE SR KR 73,286,780 3 3 43,391,211 44 44 23,533,362 65 65 14,659,986 90 90 9,892,250 99 99 3,992,557 101 101 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 3 MUNICIPAL TAX SERVICE,LLC BEGINNING BALANCE ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 12/31/22 PROFIT & LOSS CURRENT MONTH 12/01/22 -12/31/22 52,202.45 FISCAL YEAR 6/01/22 -12/31 /22 29,601.80 INCOME 10% Rendition Penalty 0.00 0.00 CAD Refund Excess Allotment 0.00 103.00 Collection Fee 3.06 531.60 Correcton Roll Refund 0.00 0.00 Earned Interest _ _ 0.00 0.00 Overpayments 0.00 0.06 Penalty & Interest 2.86 651.35 Rollback Tax Collected 0.00 0.00 Taxes Collected 50,722.78 99,459.50 Total Income 50,728.70 100,745.51 EXPENSES _ f� Annexation 0.00 0.00 Audit/Records 0.00 175.00 Bank Charges 0.00 0.00 Bond Premium 0.00 _ 50.00 CAD Fees 812.75 2,313.75 Certificate of Value 0.00 _ 350.00 Copies _ _ 41.60 484.60 Correction Roll Refunds 0.00 14.85 Correction Roll Rendition Refunds _ 0.00 0.00 Continuing Disclosure 0.00 0.00 Court Affidavits 0.00 0.00 Delinquent Tax Attorney Assistance 15.00 105.00 Delinquent Tax Attorney Fee _ 32.61 _ 528.54 Estimate of Value _ 0.00 450.00 Financial Advisor Assistance _ _ 0.00 32.50 Installment Tracking 0.00 _ 0.00 Unclaimed Property Report 0.00 0.00 Legal Notices 0.00 787.00 Mailing & Handling 580.75 _ 646.23 Meeting Travel & Mileage 525.00 2,892.82 NSF, Reversals, Stop Pay 0.00 25.00 Overpayment Refund 0.00 _ _ 0.00 Public Hearing 0.00 650.00 Records Retention 1.20 16.23 Research 0.00 210.00 Roll Update & Processing 0.00 243.75 Supplies 0.00 10.26 Tax Assessor Collector Fee - AB Transfer to Rollback Collected Transfer to Maintenance & Operating Transfer to Road Debt Service ENDING BALANCE 817.70 0.00 0.00 5,723.90 0.00 0.00 4,533.34 10,000:00 2,826.61 30,242.77 100.104.54 100,104..54 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 4 ;VIL!NICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 12/31/22 October 2022 YEAR TO YEAR COMPARISON i� 2021 $19,553.67 5.34% November $25,643.23 12.33% December January February March c (June LJuly August September $50,710.36 26.17% $0.00 OA 0.00% $27,879.54 12.87% $47,161.03 34.64% $96,284.05 79.10%1! $32,143.07 93.94% $1,284.59 $0.00 $9,110.62 $25.55 $1,447.70 $1,497.71 $0.00 MONTHLY COLLECTIONS 20221 20211 2019 1 $50,710.36 $12.42 $0.00 94.53% 94.53% 98.56% 98.57% 99.24% 99 93% 99.93% VARIANCE 5.34% - 0.54% - 8.47% B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 5 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MGT DIST NO. 2 FOR THE PERIOD ENDING 12/28/2022 PLEDGED SECURITIES REPORT SECURITES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE : YES TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON COLLATERAL SECURITY REQUIRED: $ 40,267.75 TYPE OF PLEDGED INVESTMENT: GNMA FNMA IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: YES B A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY SUITE 620 HOUSTON, TX 77040 MAIN 713-900-2680 FAX 713-900-2685 PS STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor -Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of January 2023. REBECCA LYNN BREWER Notary ID #1258819 My Commission Expires March 1, 2024 Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 WIRE TRANSFER OF FUNDS FROM: WELLS FARGO: ROCK PRAIRIE MANAGEMENT DISTRICT 2 - TAX ACCOUNT $15,600.00 WIRE TRANSFER FUNDS TO: CHECK # DATE: ROCK PRAIRIE MANAGEMENT DISTRICT 1 - ROAD DEBT SERVICE Wire Transfer December 29, 2022 (Report January 1, 2023) TRANSFER OF FUNDS FROM: WELLS FARGO: ROCK PRAIRIE MANAGEMENT DISTRICT 2 - TAX ACCOUNT $7,467.80 TRANSFER FUNDS TO: ROCK PRAIRIE MANAGEMENT DISTRICT 1 - OPERATING FUNDS CHECK # f 1 ao DATE: January 1, 2023 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 12/31/22 MAINTENANCE & OPERATING PENALTIES & TAX YEAR M & 0 RATE PERCENTAGE COLLECTIONS INTEREST - 2022, 0.120000 24%$50,710.36 $0.00 2021 0.170000 34% $12.42 $0.00 2020 0.500000 100% $0.00 $0.00 20191 0.500000 100% $0.00 $0.00 2018 0.500000 100% $0.00 $0.00 2017 0.500000 100% $0.00 $0.00 DATE: 1.01.23 LESS CORRECTION ROLLS LESS REVERSALS $0.00 , $0.00 $0.00] $0.00 $0.00 $0.00 TRANSFERRED BY BOOKKEEPERS REQUEST 12.29.2022 PAID CHECK # WIRE TRANSFER $0.00 $0.00 $0.00 $0.00 $0.00 $0.00' TRANSFER $12,170.49 $4.22 $0.00 $0.00 $0.00 $0.00 LESS -$15,600.-- 0.00 $0.00 $(3,425.2$) B & A MUNICIPAL TAX SERVICE, LLC 133:3 NORTHWEST FREEWAY, STE 505 IHO1UMN. TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/22 MUNI IPAL TAX SERVICE,LLC TAX YEAR M & O RATE PERCENTAGE 20221 0.120000 24% 2021 0.170000 34% 2020 0.500000 100% DATE: 2019 0.500000 100% 2018 0.500000 100% MAINTENANCE & OPERATING PENALTIES & COLLECTIONS INTEREST $19,553.67 $0.00 $0.00 $0.00 $0.00 $0.00 2017 0.500000 100% PAID CHECK # 11.01.22 LESS CORRECTION ROLLS $0.00 $0.00 $0.00 LESS REVERSALS $0.00 $0.00 $0.00 $0.00 ` $0.00 $0.00 ! $0.00 $0.00 $0.00 $0.00 $0.00 EXPENSES FOR THE MONTH $0.00 $0.00 $0.00 $0.00 TRANSFER $4,692.88 $0.00 $0.00 $0.00 $0.00 $0.00 LESS $0.-- 0.00 $0.00 $4,692.86 B I A MUNICIPAL TAX SERVICE, LLC I3»3 NORTHWEST FREEWAY, STE 505 H{ USTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 MUNICIPAL TAX SERVICE,LLC TAX YEAR M & O RATE 2022, 0.120000 2021 0.170000 2020 2019 2018 0.500000 DATE. 0.500000 0.500000 ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/22 PERCENTAGE 24% 34% 100%, 100% MAINTENANCE & OPERATING COLLECTIONS $25,643.23 $134.76 PENALTIES & INTEREST $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 LESS CORRECTION ROLLS $0.00 $0.00 $0.00 $0.00 LESS REVERSALS $0.00 $0.00 $0.00 $0.00 TRANSFER $6,154.38 $45.82 $0.00 $0.00 100% $0.00 $0.00 $0.00 $0.00 $0.00 2017 0.500000 PAID CHECK # 12.01.22 100% $0.00 $0.00 1 EXPENSES FOR THE MONTH i $0.00 $0.00 0.00 LESS $0.00 $0.-- $0.00 $6,200.20 B ft A MUNICIPAL TAX SERVICE, LLC 13p33 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 TRANSFER OF FUNDS FROM: WELLS FARGO: ROCK PRAIRIE MANAGEMENT DISTRICT 2 - TAX ACCOUNT $50,000 TRANSFER FUNDS TO: ROCK PRAIRIE MANAGEMENT DISTRICT 1 - ROAD DEBT SERVICE CHECK # j q i DATE: January 1, 2023 MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Date I1/1/2023 Invoice Invoice # MD2-171 Description Unit Count Rate Amount Avik Bonnerjee, RTA - Tax Assessor Collector Fee January 817.70 817.70 2023. 2022 Additional Unit Count Invoiced 2023 8 0.90 7.20 Thank you for your business. ITotal $824.90 pd, 1.0_4 cic nq o. 13333 Northwest Freeway, Suite 620 • Houston, TX 77040 at PH:713-900-2680 • www.bamunitax.com MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Date I1/1/2023 Invoice Invoice # MD2-172 Description Unit Count Rate Amount Copies 247 0.20 49.40 Postage, Mailing, and Handling (1) 0.79 0.79 Roll Update & Processing Hrs. - October & November 2022 0.75 75.00 56.25 Statement Mailing and Handling (DMR-thru SR/KR 3) 11.01 11.01 Records Retention 1.20 1.20 Preparation of Delq. Atty. Electronic Files 15.00 15.00 Thank you for your business. I Total $133.65 13333 Northwest Freeway, Suite 620 • Houston, TX 77040 e PH:713-900-2680 ■ www.bamunitax.com EXHIBIT "D" RESOLUTION CONCERNING EXEMPTIONS FROM TAXATION WHEREAS, the laws of the State of Texas provide, under certain circumstances, for the exemption of a portion of the value of residence homesteads from ad valorem taxation; and WHEREAS, the Board of Directors of ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District") has considered the various exemptions which may be granted. Now, Therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT: Section 1: For the tax year 2023, the Board of Directors has considered and has decided not to exempt from ad valorem taxation by the District any portion of the appraised value of residence homesteads of individuals who are under a disability for purposes of payment of disability insurance benefits under Federal Old -Age, Survivors, and Disability Insurance or are sixty-five (65) years of age or older, as authorized by, and in accordance with the provisions of, Article 8, Section 1-b (b), Texas Constitution, as amended, and Section 11.13 of the Tax Code, as amended. Section 2: For the tax year 2023 the Board of Directors has considered and has decided not to adopt a general residential homestead exemption as authorized by Article 8, Section lb(e), Texas Constitution, as amended, and Section 11.13 of the Tax Code, as amended. Section 3: This Resolution constitutes official action by the Board of Directors of the District concerning the foregoing tax exemptions. PASSED AND ADOPTED this the 12th day of January, 2023. President, Board of Directors ATTEST: Secr ��' : lit ,, f Directors 2 • ! ...! f : t • frfrll��l►�111I I H Il�►pl,�` EXHIBIT "E" RESOLUTION AUTHORIZING AN ADDITIONAL PENALTY ON DELINQUENT PERSONAL PROPERTY TAXES WHEREAS, the Board of Directors of Rock Prairie Management District No. 2 (the "District") is desirous of defraying the costs of collection of delinquent taxes; and WHEREAS, the District has contracted with an attorney for collection of delinquent taxes as set forth in Section 6.30 of V.T.C.A. Tax Code, as amended ("Tax Code"); and WHEREAS, Section 33.11 of the Tax Code, as amended, provides that, if the District has contracted with an attorney under Section 6.30 of the Tax Code, as amended, for collection of the District's delinquent taxes, the District may impose an additional penalty not to exceed the amount of the compensation specified in the contract with the attorney to be paid in connection with the collection of the delinquent personal property taxes on 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; and WHEREAS, said Section 33.11 provides that said penalty shall not exceed the amount of compensation specified in the contract with the above -described attorney; and WHEREAS, said contract specifies compensation in the amount of twenty percent (20%) of the amount of delinquent tax, penalty and interest collected; Therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT: Section 1. The District has entered into a contract with an attorney pursuant to Section 6.30 and in accordance with Section 33.11 of the Tax Code, as amended, for the collection of delinquent taxes, penalty and interest. Section 2. District taxes on personal property that become delinquent on or after February 1 of a year and that remain delinquent sixty (60) days after said date shall incur an additional penalty of twenty percent (20%) on the amount of such personal property taxes, penalty and interest to defray the costs of collection of said delinquent taxes, in accordance with Section 33.11 of the Tax Code, as amended. Section 3. The District's tax collector shall deliver a notice of delinquency and of the penalty imposed pursuant to Section 2 above to the property owner at least thirty (30) and not more than sixty (60) days before the date on which the penalty will be incurred in the manner required by Section 33.11 of the Tax Code, as amended. Section 4. Delinquent personal property taxes which incur the penalty set forth in this Resolution shall not be subject to an additional penalty under Section 33.07 of the Tax Code, as amended, it being found and declared by the Board of Directors of the District that the penalty hereunder is an alternative to the authority of said Section 33.07. PASSED AND ADOPTED this the 12th day of January, 2023. ROCK PRAIRIE MANAGEMENT DISTRICT NO.2 ATTEST: By: By: Secret. , ', Boatd'of Directors -2- (-- President, Board of Directors 508366_10 EXHIBIT "F" EHRA ENGINEERING THE FUTURE SINCE 1936 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ENGINEERING REPORT JANUARY 2023 TBPE No. F-726 TBPLS No 10092300 9. Engineering Report, including: a. Authorize the design and/or advertisement of bids for construction of facilities within the District and approval of related storm water plans, including District. 1. Status of design of Lakeway Drive Reserve, Phase 200 Board Action: None. b. Authorize the award of/or concurrence in award of contracts for the construction of facilities within the District, authorizing acceptance of Texas Ethics Commissions ("TEC") Form 1295, and approval of any storm water permits. Board Action: None. c. Status of construction of facilities to serve land within the District, including the approval of any pay estimates and change orders and authorize acceptance of TEC Form 1295, including: 1. Midtown Reserve, Phase 107 by Greens Prairie Investors, Ltd. Construction Progress Report and Pay Request Nos. Three, Four, and Five (Final) are attached for review and approval in the amounts of $222,480.00, $67,658.85, $126,558.87, respectively. Board Action: Review and approve Pay Requests Nos. Three, Four, and Five (Final). EHRA Engineering 1 10011 Mleadowgien Lane 1 Houston, Texas 77042 1 t 713.784.4500 1 1713.784.4577 -111-WEIMI Rock Prairie Management District No. 2 JANUARY 2023 Page 2 2. Midtown Subdivision, Phase 109 and 112 by Greens Prairie Investors, Ltd. Contractor Greens Prairie Investors, Ltd. Contract Days 150 days Approved Extensions 0 days Contract Completion Date Contract Bid Amount S2.192.937.50 Total Contract Amount $2,192,937.50 Total Pay Requests $0.00 Remaining on Contract Board Action: None. Date Annroved Comment $2,192,937.50 100.00% of Contract Remaining 3. Midtown City Center, Phase 404A by Terra Bella Construction, LLC. Construction Progress Report and Pay Request Nos. One, Two and Three are attached for review and approval in the amounts of $282,339.08, $112,639.50, and $247,140.00, respectively. The project is approximately 85% completed. Board Action: Review and approve Pay Requests Nos. One, Two and Three. d. Acceptance of site and/or easement conveyances for facilities to be constructed for the District and acceptance of facilities for operation and maintenance purposes. Board Action: None. e. Status of acceptance by the City of College Station, Texas for maintenance of streets. Board Action: None. f. Application for Water Connection with College Station Utilities. Board Action: None. g. Approval of summary of costs in connection with use of surplus road construction funds; The Cost Summary for the Use of Surplus Funds is attached for review. Board Action: Approve Surplus Funds Cost Summary. EHRA EHRA Engineering 110011 Mieadowglen Lane I Houston, Texas 77042 j t 713.784_4500 f 713.784.4577 ENGINEF.RING THE FUTURE SINCE 1936 EHRA TBPE No. F-726 Construction Progress Report and Pay Request No. Three Date: January 9, 2023 Owner: College Station Downtown Residential, LLC 1140 Midtown Drive College Station, Texas 77845 Period Ending Contract Date: Contract Days: Current Time Extensions (Days) Previous Time Extensions (Days) Revised Contract Days: Days To Date: Percent Project Complete: October 18, 2022 May 14, 2022 Project No.: 151-068-11 CPS Project: Rock Prairie Management District No. 2 Midtown Reserve Subdivision Phase 107 Contractor: Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, Texas 77845 Original Contract Amount: Change Order No. 1: Change Order No. 2: Final Contract Quantity Adjustments: 120 Total Contract Amount To Date: 0 0 120 51 87% Total Amount In Place To Date: Less 10% Retainage: Balance: Less Previous Payments: Total Amount Due this Report: $728,238.70 $0.00 $0.00 $0.00 $728,238.70 $634,162.20 ($63,416.22) $570,745.98 ($348,265.98) $222,480.00 Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractor's Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. Three An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval: EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA Jas'ort 4. Ke la, 01 /09/2023 Date: Jason Keeling Senior Construction Project Manager Please Remit Payment To: Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, Texas 77845 Raerf,4ila svu Robert D. Atkinson, Jr., P.E. Ractice Area Leader 01/11/2023 Date: cc: Rock Prairie Management District No 2 c/o Schwarts, Page & Harding Texas Commission on Environmental Quality - Reg 12 P:\151-068-11\CPS\Phase 107\Pay Request\Pay Request No. 03\Greens - Pay Request No. 03 Qocumeui Ref: EJ33O-3YL{GC-YMJPH-AFJM7 EHRA TBPE No. F-726 Construction Progress Report and Pay Request No. Four Date: January 9, 2023 Owner: College Station Downtown Residential, LLC 1140 Midtown Drive College Station, Texas 77845 Period Ending: Contract Date: Contract Days: Current Time Extensions (Days) Previous Time Extensions (Days) Revised Contract Days: Days To Date: Percent Project Complete: November 28, 2022 May 14, 2022 Project No.: 151-068-11 CPS Project: Rock Prairie Management District No. 2 Midtown Reserve Subdivision Phase 107 Contractor: Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, Texas 77845 Original Contract Amount: Change Order No. 1: Change Order No. 2: Final Contract Quantity Adjustments: 120 Total Contract Amount To Date: 0 0 120 51 97% Total Amount In Place To Date: Less 10% Retainage: Balance: Less Previous Payments: Total Amount Due this Report: $728,238.70 $0.00 $0.00 $0.00 $728,238.70 $709,338.70 ($70,933.87) $638,404.83 ($570,745.98) $67,658.85 Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractor's Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. Four An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval• EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA Jason A-. Keeii", Jason Keeling Senior Construction Project Manager Please Remit Payment To: Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, Texas 77845 Date: 01 / 09 / 2023 Rokr1-41kiasvu Robert D. Atkinson, Jr., P.E. Ractice Area Leader Date: cc: Rock Prairie Management District No 2 c/o Schwarts, Page & Harding Texas Commission on Environmental Quality - Reg 12 P:\151-068-11\CPS\Phase107\Pay Request\Pay Request No. 04 \ Greens - Pay Request No. 04 01 /10/2023 Document Ref: BKSHa-QISNY-VYGHNI-ACM$P EHRA TBPE No. F-726 Construction Progress Report and Pay Request No. Five and Final Date: January 10, 2023 Owner: College Station Downtown Residential, LLC 1140 Midtown Drive College Station, Texas 77845 Period Ending. Contract Date: Contract Days: Current Time Extensions (Days) Previous Time Extensions (Days) Revised Contract Days: Days To Date: December 19, 2022 May 14, 2022 120 0 0 120 51 Percent Project Complete: 100% Project No.: 151-068-11 CPS Project: Rock Prairie Management District No. 2 Midtown Reserve Subdivision Phase 107 Contractor: Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, Texas 77845 Original Contract Amount: Change Order No. 1: Change Order No. 2: Final Contract Quantity Adjustments: Total Contract Amount To Date: Total Amount In Place To Date: Less 0% Retainage: Balance: Less Previous Payments: Total Amount Due this Report: $728,238.70 $36,725.00 $0.00 $0.00 $764,963.70 $764,963.70 $0.00 $764,963.70 ($638,404.83) $126,558.87 Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractor's Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. Five and Final An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval; EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA Jowl( ft Keefof Jason Keeling Senior Construction Project Manager Please Remit Payment To: Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, Texas 77845 Date: 01 / 11 / 2023 Ro$eelM/7 fotf Robert D. Atkinson, Jr., P.E. Ractice Area Leader Date: cc: Rock Prairie Management District No 2 c/o Schwarts, Page & Harding Texas Commission on Environmental Quality - Reg 12 P:\151-068-11\CPS\Phase 107\Pay Request\Pay Request No. 05\Greens - Pay Request No. 05 and Final 01 / 11 /2023 Document Re BNQ5H-TQRVC i4RBRP-JFVO1 EHRA TBPE No. F-726 Construction Progress Report and Pay Request No. One Date: November 2, 2022 Owner: College Station Town Center, Inc. 4121 SH-6, Suite 200 College Station, Texas 77845 Application Period To: Contract Days: October 20, 2022 140 Percent Project Complete: 45% Project No.: 151-068-13 CPS Project: Rock Prairie Management District No. 2 Midtown City Center Phase 404A Contractor: Terra Bella Construction, LLC 2317 Pronhom Ln College Station, TX 77845 Original Contract Amount: Change Order No. 1: Change Order No. 2: Final Contract Quantity Adjustments: Total Contract Amount To Date: Total Amount In Place To Date: Less 10% Retainage: Balance: Less Previous Payments: Total Amount Due this Report: $702,036.70 $0.00 $0.00 $0.00 $702,036.70 3313,710.09 ($31,371.01) $282,339.08 30.00 $282,339.08 Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractor's Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. One An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval: EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA Jam 4. Ke€& Jason Keeling Senior Construction Project Manager Date: Please Remit Payment To: Terra Bella Construction, LLC 2317 Pronhorn Lri College Station, TX 77845 11 / 02 / 2022 Joohr Caltlahlt Joshua Campbell, P.E. Project Manager Date: 11 / 02 / 2022 cc: Rock Prairie Management District No. 2 c/o Schwartz, Page & Harding, LLP Texas Commission on Environmental Quality - Reg 12 P:\151-068-13\CPS\Midtown Ph 404A (Re-Bid)\Pay Request \Pay Request No. 01 \Terra Bella - Pay Regest No. 01 Document Fief: WX4LT-V'TCW-GTFC7-WJAE2 EHRA Date: TBPE No. F-726 Construction Progress Report and Pay Request No. Two November 30, 2022 Project No.: 151-068-13 CPS Owner: Project: College Station Town Center, Inc. Rock Prairie Management District No. 2 4121 SH-6, Suite 200 Midtown City Center Phase 404A College Station, Texas 77845 Application Period To: Contract Days: Contractor: Terra Bella Construction, LLC 2317 Pronhom Ln College Station, TX 77845 Original Contract Amount: $702,036.70 Change Order No. 1: $0.00 November 20, 2022 Change Order No. 2: $0.00 Final Contract Quantity Adjustments: $0.00 140 Total Contract Amount To Date: $702,036.70 Total Amount In Place To Date: $438,865.09 Less 10% Retainage: (543,886.51) Balance: $394,978.58 Less Previous Payments: ($282,339.08) Total Amount Due this Report: $112,639.50 Percent Project Complete: 63% Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractor's Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. Two An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval: EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA Jarc 4. Kalil Date: 12 / 01 /2022 10T a^ V Jason Keeling Joshua Campbell, P.E. Senior Construction Project Manager Project Manager Please Remit Payment To: Terra Bella Construction, LLC 2317 Pronhorn Ln College Station, TX 77845 12/02/2022 Date: cc: Rock Prairie Management District No. 2 c/o Schwartz, Page & Harding, LLP Texas Commission on Environmental Quality - Reg 12 P:\151-068-13\CPS\Midtown Ph 404A (Re-Bid)\Pay Request\Pay Request No. 02\Terra Bella - Pay Reqest No. 02 Document Ref- 8CBZQ-SQMv2-QEBXX-7HISK Page 1 of 9 EHRA TBPE No. F-726 Construction Progress Report and Pay Request No. Three Date: January 9, 2023 Owner College Station Town Center, Inc. 4121 SH-6, Suite 200 College Station, Texas 77845 Application Period To: Contract Days: Percent Project Complete: December 20, 2022 Project No.: 151-068-13 CPS Project: Rock Prairie Management District No. 2 Midtown City Center Phase 404A Contractor: Terra Bella Construction, LLC 2317 Pronhorn Ln College Station, TX 77845 Original Contract Amount: Change Order No. 1: Change Order No. 2: Final Contract Quantity Adjustments: 140 Total Contract Amount To Date: 85% Total Amount In Place To Date: Less 10% Retainage: Balance: Less Previous Payments: Total Amount Due this Report: $702,036.70 $134,754.40 $0.00 $0.00 5836,791.10 $713,465.09 ($71,346.51) $642,118.58 (S394,978.58) $247,140.00 Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractor's Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. Three An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval: EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA tyasou 4. Kee/t f Jason Keeling Senior Construction Project Manager Date: Please Remit Payment To: Terra Bella Construction, LLC 2317 Pronhorn Ln College Station, TX 77845 01 / 09 / 2023 Rooeyf4heisoou Robert D. Atkinson, Jr., P.E. Practice Area Leader 01/10/2023 Date: cc: Rock Prairie Management District No. 2 c/o Schwartz, Page & Harding, LLP Texas Commission on Environmental Quality - Reg 12 P:\151-068-13\CPS\Midtown Ph 404A (Re-Bid)\Pay Request \Pay Request No. 03\Terra Bella - Pay Regest No. 03 •. f -:1 •:! ��Du 1ISIHX� FORV/S 2700 Post Oak Boulevard, Suite 1500 / Houston, TX 77056 P 713.499.4600 / F 713.499.4699 forvis.com January 12, 2023 Board of Directors Rock Prairie Management District No. 2 Brazos County, Texas We appreciate your selection of FORVIS, LLP as your service provider and are pleased to confirm the arrangements of our engagement in this contract. Within the requirements of our professional standards and any duties owed to the public, regulatory, or other authorities, our goal is to provide you an Unmatched Client Experience. In addition to the terms set forth in this contract, including the detailed Scope of Services, our engagement is governed by the following, incorporated fully by this reference: • Terms and Conditions Addendum Summary Scope of Services As described in the attached Scope of Services, our services will include the following. Rock Prairie Management District No. 2 ■ Agreed -Upon Procedure Services relative to the District's surplus funds from its Series 2022 Road Bonds You agree to assume full responsibility for the substantive outcomes of the contracted services and for any other services we may provide, including any findings that may result. You also acknowledge these services are adequate for your purposes, and you will establish and monitor the performance of these services to ensure they meet management's objectives. All decisions involving management responsibilities related to these services will be made by you, and you accept full responsibility for such decisions. We understand the Board of Directors is responsible and accountable for overseeing the performance of nonattest services, and you have determined the Board is qualified to conduct such oversight. Engagement Fees Our fees for the above services will be computed at our standard rates. Our pricing for this engagement and our fee structure are based upon the expectation that our invoices will be paid promptly. Payment of our invoices is due upon receipt. PRAXITY Rock Prairie Management District No. 2 January 12, 2023 Page 2 Our timely completion of services and the fees thereon depends on the assistance you provide us in accumulating information and responding to our inquiries. Inaccuracies or delays in providing this information or the responses may result in additional billings, untimely filings, or inability to meet other deadlines. Contract Agreement Please sign and return this contract to indicate your acknowledgment of, and agreement with, the arrangements for our services including our respective responsibilities. FORVIS, LLP FOP/ IS, LLP Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services and Terms and Conditions Addendum, on behalf of Rock Prairie Management District No. 2. BY Board President DATE Tanuary 12.2023 Rock Prairie Management District No. 2 January 12, 2023 Page 3 Scope of Services — Agreed -Upon Procedure Services We will apply the agreed -upon procedures described below to statements submitted by the developers for costs paid or incurred on behalf of Rock Prairie Management District No. 2 (the District). This engagement is solely to assist you in determining amounts to be paid by the District to the developers from surplus funds from the District's Series 2022 Road bonds. The appropriateness of the procedures is solely the responsibility of the parties to be specified in our report. Consequently, we make no representation regarding the appropriateness of the procedures described below for the purpose for which our reports have been requested or for any other purpose. Our proposed procedures are as follows: • We will vouch copies of checks and invoices supporting amounts expended by the developers. The computations of certain costs will be recalculated to determine that the amounts required to be paid by the developers, in accordance with the rules of the Texas Commission on Environmental Quality (the Commission), are not included in the amount to be reimbursed. • We will recalculate the computations of interest requested by the developers, on a test basis, and determine that they are in compliance with rules of the Commission. The interest rate to be utilized is from the District's Series 2022 Road Bonds. We will compare the costs submitted by the developer to the cost summary approved by the Commission. We will compare the costs submitted by the developer to the cost summary approved by the District. Estimates of costs remaining to be incurred, if any, will be obtained through discussion with the District's other consultants. Because we have not been engaged to conduct an examination or review, we will not express an opinion or conclusion, respectively. In addition, we have no obligation to perform any procedures beyond those listed above. Sherri Greenwood is responsible for supervising the engagement and authorizing the signing of the report or reports. We will submit a report listing the procedures performed and the results of those procedures. These reports are solely for the use of the District and should not be used by those who did not agree to the procedures. Our reports will contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. The following apply for the agreed -upon procedure services described above: Our Responsibilities District Responsibilities Our engagement to apply agreed -upon procedures will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants as required by Rule 30 TAC, Section 293.70 of the Commission, `Audit of Payments to Developer." To facilitate our engagement, the District is responsible for supplying us with all necessary information and for allowing us access to personnel to assist in performing our services. It should be understood that the District is responsible for the accuracy and completeness of these items and for the subject matter. At the conclusion of our engagement, the District will provide to us a letter confirming the availability of this information, certain representations made during the engagement, and acknowledging certain responsibilities outlined in this contract. GENERAL 1. Overview. This addendum describes FORVIS LLP's standard terms and conditions ("Terms and Conditions") applicable to Our provision of services to the Client ("You"). The Terms and Conditions are a part of the contract between You and FORVIS, LLP. For the purposes of the Terms and Conditions, any reference to "Firm," "We,' "Us," or "Our" is a reference to FORVIS, LLP ("FORVIS-), and any reference to -You" or "Your' is a reference to the party or parties that have engaged Us to provide services and the party or parties ultimately responsible for payment of Our fees and costs_ BILLING, PAYMENT, & TERMINATION 2. Billing and Payment Terms. We will bill You for Our professional fees and costs as outlined in Our contract. Interest will be charged on any unpaid balance after 30 days at the rate of 10 percent per annum, or as allowed by law at the earliest date thereafter, and highest applicable rate if less than 10 percent, All fees, charges, and other amounts payable to FORVIS hereunder do not include any sales. use, excise, value-added, or other applicable taxes, tariffs, or duties, payment of which shall be Your sole responsibility, and do not include any applicable taxes based on FORVIS' net income or taxes arising from the employment or independent contractor relationship between FORVIS and FORVIS' personnel. We reserve the right to suspend or terminate Our work for this engagement or any other engagement for nonpayment of fees. If Our work is suspended or terminated, You agree that We will not be responsible for Your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against You resulting from Your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of Our services. Our fees may increase if Our duties or responsibilities are increased by rulemaking of any regulatory body or any additional new accounting or auditing standards. Our engagement fees do not include any time for post -engagement consultation with Your personnel or third parties, consent letters and related procedures for the use of Our reports in offering documents. inquiries from regulators, or testimony or deposition regarding any subpoena Charges for such services will be billed separately. 3. Billing Records. If these services are determined to be within the scope and authority of Section 1861(v)(1)(I) of the Social Security Act, We agree to make available to the Secretary of Health and Human Services, or to the U.S. Comptroller General, or any of their duly authorized representatives, such of Our books, documents, and records that are necessary to certify the nature and extent of Our services, until the expiration of four (4) years after the furnishing of these services. This contract allows access to contracts of a similar nature between subcontractors and related organizations of the subcontractor, and to their books, documents, and records. Rock Prairie Management District No. 2 January 12, 2023 Page 4 FORVIS, LLP Terms and Conditions Addendum 4. Termination. Either party may terminate these services in good faith at any time for any reason, including Your failure to comply with the terms of Our contract or as We determine professional standards require. Both parties must agree, in writing, to any future modifications or extensions. If services are terminated, You agree to pay FORVIS for time expended to date. In addition, You will be billed costs and fees for services from other professionals, if any, as well as an administrative fee of five (5) percent to cover certain technology and administrative costs associated with Our services. Unless terminated sooner in accordance with its terms, this engagement shall terminate upon the completion of FORVIS' services hereunder. DISPUTES & DISCLAIMERS 5. Mediation. Any dispute arising out of or related to this engagement will, prior to resorting to litigation, be submitted for nonbinding mediation upon written request by either party. Both parties agree to try in good faith to settle the dispute in mediation. The mediator will be selected by agreement of the parties. The mediation proceeding shall be confidential. Each party will bear its own costs in the mediation, but the fees and expenses of the mediator will be shared equally. 6. Indemnification. Unless disallowed by law or applicable professional standards, You agree to hold FORVIS harmless from any and all claims which arise from knowing misrepresentations to FORVIS, or the intentional withholding or concealment of information from FORVIS by Your management or any partner, principal, shareholder, officer, director, member, employee, agent, or assign of Yours. To the extent allowed by law, but without any requirement that You establish or maintain a separate interest and sinking fund theefor, You also agree to indemnify FORVIS for any claims made against FORVIS by third parties, which arise from any wrongful actions of Your management or any partner, principal, shareholder, officer, director, member, employee, agent, or assign of Yours. The provisions of this paragraph shall apply regardless of the nature of the claim. 7. Statute of Limitations. DELETED 8. Limitation of Liability. You agree that FORVIS' liability, if any, arising out of or related to this contract and the services provided hereunder, shall be limited to the amount of the fees paid by You for services rendered under this contract. This limitation shall not apply to the extent it is finally, judicially determined that the liability resulted from the gross negligence or intentional or willful misconduct of FORVIS or if enforcement of this provision Is disallowed by applicable law or professional standards. 9. Waiver of Certain Damages. Except with respect to claims of gross negligence or intentional or willful misconduct, or a breach of confidentiality, in no event shall FORVIS be liable to You or a third party for any indirect, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of revenue, Interruption, loss of use, damage to goodwill or reputation, regardless of whether You were advised of the possibility of such damages, regardless of whether such damages were reasonably foreseeable, and regardless of whether such damages arise under a theory of contract, tort, strict liability, or otherwise. 10. Choice of Law_ You acknowledge and agree that any dispute arising out of or related to this contract shall be governed by the laws of the State of Texas, without regard to its conflict of laws principles. 11. WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM, OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. 12. Severability. In the event that any term or provision of this agreement shall be held to be invalid, void, or unenforceable, then the remainder of this agreement shall not be affected, and each such term and provision of this agreement shall be valid and enforceable to the fullest extent permitted by law_ 13. Assignment. You acknowledge and agree that the terms and conditions of this contract shall be binding upon and inure to the parties' successors and assigns, subject to applicable laws and regulations 14. Disclaimer of Legal or Investment Advice. Our services do not constitute legal or investment advice. RECORDS, WORKPAPERS, DELIVERABLES, 8 PROPRIETARY INFORMATION 15. Maintenance of Records. All audit and/or agreed upon procedure reports generated by Us hereunder shall be Your property upon finalization of same_ We acknowledge that the requirements of Chapter 552. Texas Government Code, as amended t,lhe "Public information Act"), and Chapters 201-205. Texas Local Government (.'ode, as amended Ole "Local Government Records Act:" and together with the Public Information Act, the "Acts"), each apply to all public information. as defined by the Public Information Act_ and all local government records. as defined by the Local Government Rccords Act. related to the relationship between the You and Us, and to any work carried out thereunder. We covenant that We will comply with all requirements of the Acts. Your Record Management Program. and al] applicable rules. regulations, policies and retention schedules adopted thereunder. You agree to assume full responsibility for maintaining Your original data and records and that FORVIS has no responsibility to maintain this information. You agree You will not rely on FORVIS to provide hosting. electronic security. or backup services, e.g., business continuity or disaster recovery services. to You unless separately engaged to do so. You understand that Your access to data, records. and ink -irritation from FORVIS' servers, i.e., FORVIS portals used to exchange information, can be terminated at any time and You will not rely on using this to host Your data and records. Rock Prairie Management District No. 2 January 12, 2023 Page 5 16, FORVIS Workpapers. Our workpapers and documentation (except final audit and/or agreed upon procedure reports) retained in any form of media for this engagement are the property of FORVIS_ We can be compelled to provide information under legal process. In addition, We may be requested by regulatory or enforcement bodies (including any State Board) to make certain workpapers available to them pursuant to authority granted by law or regulation. Unless We are prohibited from doing so by law or regulation, FORVIS will inform You of any such legal process or request. You agree We have no legal responsibility to You in the event We determine We are obligated to provide such documents or information. We will cooperate with You in responding to any subpoena where FORVIS is not a party and will provide You with a fee estimate based on the estimated time required to comply. You agree to compensate FORVIS for the time expended complying with the subpoena or other legal process based on the agreed upon estimates. 17. Subpoenas or Other Legal Process. In the event FORVIS is required to respond to any such subpoena, court order, or any government regulatory inquiry or other legal process relating to You or Your management for the production of documents and/or testimony relative to information We obtained or prepared incident to this or any other engagement in a matter in which FORVIS Is not a party, You shall compensate FORVIS for all time We expend in connection with such response at normal and customary hourly rates and to reimburse Us for all out-of-pocket expenses incurred in regard to such response. 18. Use of Deliverables and Drafts. You agree You will not modify any deliverables or drafts prepared by Us For distribution to third parties. You also understand that We may on occasion send You documents marked as draft and understand that those are for Your review purpose only, should not be distributed in any way to third parties, and should be destroyed as soon as possible. Draft documents are subject to potentially material changes until such time as they are marked final. and We shall not be liable to You in Your use of such draft documents. Our report on any financial statements must be associated only with the financial statements that were the subject of Our engagement. You may make copies of Our report. but only if the entire financial statements (exactly as attached to Our report, including related footnotes) and any supplementary information, as appropriate, are reproduced and distributed with Our report. 19. Proprietary Information. You acknowledge that proprietary information, documents, materials, management techniques, and other intellectual property are a material source of the services We perform and were developed prior to Our association with You. Any new forms, software, documents, or intellectual property We develop during this engagement for Your use (except final audit and/or agreed upon procedure reports) shall belong to Us, and You shall have the limited right to use them solely within Your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements, and other documents (except final audit andlor agreed upon procedure reports) which We make available to You are confidential and proprietary to Us. This provision will apply to all materials whether in digital, "hard copy" format. or other medium. REGULATORY 20. U.S. Securities and Exchange Commission ("SEC") and other Regulatory Bodies. Where We are providing services either for (a) an entity that is registered with the SEC, (b) an affiliate of such registrant, or (c) an entity or affiliate that is subject to rules, regulations, or standards beyond those of the American Institute of Certified Public Accountants ("AICPA"), any term of this contract that would be prohibited by or impair Our independence under applicable law or regulation shall not apply to the extent necessary only to avoid such prohibition or impairment. 21, Offering Document. You may wish to include Our report(s) on financial statements in an exempt offering document. You agree that any report, including any auditor's report, or reference to Our firrn, will not be included in any such offering document without notifying Us. Any exempt offering document issued by You with which We are not involved will dearly indicate that We are not involved by including a disclosure such as, "FORVIS, LLP, our independent auditor, has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. FORVIS, LLP also has not performed any procedures relating to this offering document.' 22, FORMS Not a Municipal Advisor. FORVIS is not acting as Your municipal advisor under Section 15B of the Securities Exchange Act of 1934, as amended_ As such, FORVIS is not recommending any action to You and does not owe You a fiduciary duty with respect to any information or communications regarding municipal financial products or the issuance of municipal securities. You should discuss such matters with Internal or external advisors and experts You deem appropriate before acting on any such information or material provided by FORVIS. 23. FORMS Not a Fiduciary. In providing Our attest services, We are required by law and our professional standards to maintain our independence from You. We take this mandate very seriously and thus guard against impermissible relationships which may impair the very independence which You and the users of Our report require. As such, You should not place upon Us special confidence that in the performance of Our attest services We will act solely in Your interest. Therefore, You acknowledge and agree We are not in a fiduciary relationship with You and We have no Fiduciary responsibilities to You in the performance of Our services described herein. TECHNOLOGY 24. Electronic Sites. In the event You place Our report(s), including any reports on Your financial statements, along with other information, such as a report by management or those charged with governance on operations, financial summaries or highlights, financial ratios, etc., on an electronic site. You recognize that We have no responsibility to review information contained in electronic sites. 25. Electronic Signatures and Counterparts. This contract and other documents to be delivered pursuant to this contract may Rock Prairie Management District No. 2 January 12, 2023 Page 6 be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties, Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this contract are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this contract or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the intemet), by electronic mail In -portable document format" ('.pdr) or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software, will have the same effect as physical delivery of the paper document bearing an original signature. 26. Electronic Data Communication and Storage. In the interest of facilitating Our services to You, We may send data over the internet, temporarily store electronic data via computer software applications hosted remotely on the intemet, or utilize cloud -based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, We employ measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with Our obligations under applicable laws, regulations, and professional standards. You recognize and accept that We have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by Us. You consent to Our use of These electronic devices and applications during this engagement. OTHER MATTERS 27, Cooperation. You agree to cooperate with FORVIS in the performance of FORVIS' services to You, including the provision to FORVIS of reasonable facilities and timely access to Your data, information, and personnel. You shall be responsible for the performance of Your employees and agents. 28. Third -Party Service Providers. FORVIS may from time to time utilize third -party service providers, including but not limited to domestic software processors or legal counsel, or disclose confidential information about You to third -party service providers in serving Your account. FORVIS maintains, however, internal policies, procedures, and safeguards to protect the confidentiality and security of Your information. In addition, FORVIS will secure confidentiality agreements with all service providers to maintain the confidentiality of Your information, If We are unable to secure an appropriate confidentiality agreement, You will be asked to consent prior to FORVIS sharing Your confidential information with the third -party service provider. 29. Independent Contractor. When providing services to You, We will be functioning as an independent contractor: and in no event will We or any of Our employees be an officer of You, nor will Our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to You. Decisions regarding management of Your business remain the responsibility of Your personnel at all times. Neither You nor FORVIS shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. 30. Use of FORVIS Name. Any time You intend to reference FORVIS' firm name in any manner in any published materials, (other than in connection with Our audit report or other deliverables, You agree to provide Us with draft materials for review and approval before publishing or posting such information. 31. Praxlty. FORVIS is an independent accounting firm allowed to use the name "Praxity' in relation to Its practice. FORVIS is not connected, however, by ownership with any other firm using the name "Praxlty " FORVIS will be solely responsible for all work carried out on Your behalf. In deciding to engage FORVIS. You acknowledge that We have not represented to You that any other firm using the name "Praxity" will in any way be responsible for Our work. 32. Entire Agreement. The contract, including this Terms and Conditions Addendum and any other attachments or addenda. encompasses the entire agreement between You and FORVIS and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this contract must be made in writing and signed by both You and FORVIS. 33, Force Majeure. We shall not be held responsible for any failure to fulfill Our obligations if such failure was caused by circumstances beyond Our control, including, without limitation, fire or other casualty, act of God, act of terrorism, strike or labor dispute, war or other violence, explosion, flood or other natural catastrophe, epidemic or pandemic, or any law, order, or requirement of any governmental agency or authority affecting either party, including without limitation orders incident to any such epidemic or pandemic, lockdown orders, stay-at-home orders, and curfews. 34. Representations. (a) As required by Chapter 2271, Government Code, We represent that We, including any wholly owned subsidiary, majority -owned subsidiary. parent company or affiliate of Us, do not boycott Israel and will not boycott Israel through the term of this engagement. The term "boycott Israel" in this paragraph has the meaning assigned to such term in Section 808.001 of the Texas Government Code, as amended. (b) Pursuant to Chapter 2252, Texas Government Code, we represent and certify that. at the time of execution of this contract, neither we, 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. Rock Prairie Management District No. 2 January 12, 2023 Page 7 (c) To the extent the engagement to which this Terms and Conditions Addendum is attached has a value of $100,000 or more, pursuant to Section 2274,002, Texas Government Code (as added by Senate Bill 13. 87th Texas Legislature. Regular Session), as amended, We hereby verify that We, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of Us. does not boycott energy companies, and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" shall have the meaning assigned to the term "boycott energy company" in Section 809.001, Texas Government Code. (d) To the extent the engagement to which this Terms and Conditions Addendum is attached has a value of $100,000 or more, pursuant to Section 2274.002, Texas Govemrnent Code (as added by Senate Bill 19. 87th Texas Legislature, Regular Session), as amended, We hereby verify that We, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of Us, (i) does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade association during the term of the Agreement. As used in the foregoing verifications, 'discriminate against a firearm entity or trade association" shall have the meaning assigned to such term in Section 2274,001(3), Texas Government Code. EXHIBIT "H" MMASTERSON ADVISORS PLC Julie Peak Managing Director November 3, 2022 Harris -Montgomery Counties Municipal Utility District No. 386 c/o Mr. Howard Cohen Schwartz, Page & Harding, L.L.P. 1300 Post Oak Blvd., Suite 2400 Houston, Texas 77056 Dear Howard: This letter is being provided to Harris -Montgomery Counties Municipal Utility District No. 386 pursuant to Municipal Securities Rulemaking Board Rule G-10, on Investor and Municipal Advisory Client Education and Protection. Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following: • Masterson Advisors LLC is currently registered as a municipal advisor with the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board. • Within the Municipal Securities Rulemaking Board ("MSRB") website at www.msrb.ora, Harris - Montgomery Counties Municipal Utility District No. 386 may obtain the Municipal Advisory Client Brochure. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities. We greatly appreciate working with you. Sincerely, /s/ Julie Peak Julie Peak Managing Director 3 Greenway Plaza, Suite 1100, Houston, TX 77046 Julie.Peak@MastersonAdvisors.com 713-814-0560 EXHIBIT "I" Insurance Proposal Prepared for Rock Prairie Mgmt District #2 McDonald & Wessendorff I N S D P A N C E McDonald & Wessendorff Insurance Welcome! Thank you for choosing us for your insurance needs. Finding the right people for the right job can be difficult, especially when dealing with insurance. We at McDonald & Wessendorff Insurance are dedicated to "Growing Relationships" with our clients. The following material about this insurance program is designed specifically for you. Please contact us at 281-342-6837 with any questions, comments or concerns. McDonald & Wessendorff Insurance: Dan McDonald, CEO Direct # 281-633-3208 Email: dan.mcdonald@mcwess-insurance.com Katrina Thornhill, Account Executive Direct # 281-633-3200 Email: katrina.thornhill@mcwess-insurance.com Peggy Bohn, COO Direct # 281-762-5213 Email: peggy.bohn@mcwess-insurance.com Kathryn Williams, Account Executive Direct # 281-762-5215 Email: kathryn.williams@mcwess-insurance.com Tonya Huskey Waterworks CSR Direct # 281-762-5209 Email: tonya.huskey@mcwess-insurance.com McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 2 Rock Prairie Mgmt District #2 TYPE OF POLICY: COMMERCIAL GENERAL LIABILITY AND HIRED CAR & NON OWNERSHIP AUTOMOBILE LIABILITY PROPOSED EFFECTIVE DATE: 03/31/23 COVERAGE: LIMITS OF LIABILITY: •Bodily Injury and Property Damage • Full Sewer Backup Coverage • Punitive Damages Not Excluded • Host Liquor Liability • Terrorism Not Excluded •No Mold Exclusion •No Assault & Battery Exclusion •Duty to Defend •Defense Cost Outside the Limit • Coverage in U.S. Only $1,000,000 Each Occurrence $3,000,000 General Aggregate $1.000,000 Personal/Advertising Injury $3,000.000 Product Liability $ 100,000 Damages to Premises Rented to You $1.000,000 Hired and Non Owned Auto Liability INCLUDES 1 POND POLICY TERM: One Year PREMIUM: $1,270 COMPANY: Mid -Continent Casualty Company AM Best Rating: A T VIII DOES THE DISTRICT HAVE AN INTERLOCAL AGREEMENT FOR LAW ENFORCEMENT? YES/NO: No IF YES, PLEASE SEND A COPY. NUMBER OF PEACE OFFICERS: THE DISTRICT WILL NEED LAW ENFORCEMENT LIABILITY & PEACE OFFICERS BOND SEE SUMMARY PAGE FOR ADDITIONAL PREMIUM. DOES THE DISTRICT OWN ANY ROADS Y'ES/NO: No ACCEPTED BY: DATE: 1l12 /71 REJECTED BY: DATE: SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 3 Rock Prairie Mgmt District #2 TYPE OF POLICY: DIRECTORS AND OFFICERS LIABILITY PROPOSED EFFECTIVE DATE: 03/31/23 COVERAGE: •Claims -Made Coverage Form 'Duty to Defend •Pay on Behalf in lieu of Reimbursement Coverage Form •Full Prior Acts • Defense Cost Outside the Limit • Defensc for Alleged Breach of Contract •Claim includes any Judicial or Administrative Proceedings -Employment Related Practices coverage for the District Included •Coverage extended to include Director's Spouse •Terrorism Not Excluded LIMIT OF LIABILITY: $1,000,000 Per Claim No Aggregate Limit DEDUCTIBLE: None POLICY TERM: One Year PREMIUM: $1,500 COMPANY: Mid -Continent Casualty Company AM Best Rating: A + VIII OPTIONAL LIMITS I I Limit I Premium X ( S1,000,000 j S1,500 1 $2,000,000 $2,500 $3,000,000 $3,500 $4,000,000 $4,500 S5,000,000 $5,500 ACCEPTED BY: DATE: 1112/9 3 REJECTED BY: DATE: SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 4 TYPE OF POLICY: Rock Prairie Mgmt District #2 PUBLIC EMPLOYEE BLANKET CRIME (Includes Attorney, Operator, Bookkeeper, Engineer and Delinquent Tax Attorney) ANNIVERSARY OF CURRENT POLICY: 03/31/23 COVERAGE: LIMIT: DEDUCTIBLE: Loss caused to the District through failure of any employee/consultant to perform faithfully their duties or to account properly for all monies and property received by virtue of their position or employment. Limit applies per employee/consultant up to $100,000. if the bond atnount is over $100,000, each employee/consultant is covered up to $100,000 and the excess amount is provided on a per loss basis rather than each basis. -Terrorism Not Excluded $10,000 $0 TERM: One Year PREMIUM: $120 COMPANY: Hartford Fire Insurance Company AM Best Rating: A+ XV ACCEPTED BY: OPTIONAL LIMITS Limit Premium S 10,000 $120 S 25,000 $178 $ 50,000 $222 S 100,000 $344 S 250,000 $479 S 500,000 $580 S 1,000,000 Quotable DATE: 1/12/23 REJECTED BY: DATE: SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance• 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 5 Rock Prairie Mgmt District #2 TYPE OF BOND: DIRECTORS POSITION SCHEDULE BOND ANNIVERSARY OF CURRENT BOND: 03/31/23 COVERAGE: Provides coverage for loss caused to the District through the failure of Directors to perform faithfully their duties or to account properly for all monies and property received by virtue of their position as Director. BOND TERM: BOND LIMIT: PREMIUM: COMPANY: ACCEPTED BY: •Terrorism Not Excluded One Year $10,000 Per Director ( 5 ) $50,000 Aggregate $175 Merchants Bonding Company AM Best Rating A VIII DATE: 1/12/23 REJECTED BY: DATE: SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 6 • •••04.p:e:r...i, r: 0.'er,- .1,,,•• .0 • r,e1:0.......,.frk• •tr# OPTIONAL COVERAGE PROPOSAL PAGES r • • S • ••• k, N McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 7 Rock Prairie Mgmt District #2 ** OPTIONAL COVERAGE ** TYPE OF POLICY: POLLUTION LIABILITY PROPOSED EFFECTIVE DATE: 03/31/23 COVERAGE: EXCLUSIONS Including but not limited to: • Occurrence Form •Legal Liability to Others -Bodily Injury and Property Damage and Clean Up Costs • Compensatory Damages •Defense Cost Outside the Limit •Punitive/Exemplary Damages Not Excluded • Terrorism Not Excluded • Mold Not Excluded •Statutory Fines or Penalties Unless Direct Result of Pollution Incident as Defined by the Policy • Disposal of Sludge at Landfill Site LIMIT OF LIABILITY: $1,000,000 each occurrence $3,000,000 aggregate DEDUCTI.BLE: $5,000 Per Claim for Clean Up Costs POLICY TERM: One Year PREMIUM: $750 COMPANY: Mid -Continent Casualty Company AM Best Rating: A + VIII ** OPTIONAL COVERAGE ** ACCEPTED BY: REJECTED BY: DATE: D:‘TE: 1/12/23 SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 8 Rock Prairie Mgmt District #2 ,t" OPTIONAL C'OVER:AGE °* TYPE OF POLICY: EXCESS LIABILITY PROPOSED EFFECTIVE DATE: 03/31/23 COVERAGE: Limit of Coverage over General Liability, Automobile Liability, Pollution and Employers Liability (If coverage is accepted) UNDERLYING REQUIREMENTS: EXCLUSIONS Including but not limited to: LIMIT OF LIABILITY: POLICY TERM: PREMIUM: COMPANY: OPTIONAL LIMITS Limit Premium (No Pollution) $ 1,000,000 $ 900 $ 2,000,000 $1,700 $ 3,000,000 $2,500 $ 4,000,000 $3,300 $ 5,000,000 $4,100 `:`: OPTIONAL COVERAGE *°': ACCEPTED BY: REJECTED BY: Limit $ 1,000,000 $ 2,000,000 $ 3,000,000 $ 4,000,000 $ 5,000,000 DATE: •Follow Fonn • Terrorism Not Excluded • Punitive Damages Not Excluded $1,000,000 General Liability $1,000,000 Pollution Liability $1,000,000 Automobile Liability $1,000,000 Employers Liability Employee Benefits Liability Directors and Officers Liability Law Enforcement/Professional Liability $1,000,000 One Year $900 / $1,600 Mid -Continent Casualty Company AM Best Rating: A + VIII OPTIONAL LIMITS Premium (includes Pollution) $1,600 $2,800 $4,000 $5,200 $6,400 DATE: 1/12/23 SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 9 Rock Prairie Mgmt District #2 ** OPTIONAL COVERAGE * TYPE OF POLICY: BUSINESS TRAVEL COVERAGE PROPOSED EFFECTIVE DATE: 03/31/23 COVERAGE: 24 Hour Coverage while traveling on district business Accidental Death & Dismemberment Paralysis Benefits Coma Benefits Psychological Therapy Benefit Emergency Evacuation/Family Travel Benefits Rehabilitation Expense Benefit Repatriation Benefit Seat Belt and Occupant Protection Device Benefit Age reduction for over 70 LIMITS: PREMIUM: COMPANY: $ 250,000 Each Director $ 50,000 Each Spouse $ 25,000 Each Child $300 Chubb AM Best Rating: A++ XV ** OPTIONAL COVERAGE ** ** SEE FOLLOWING PAGE FOR SIGNATURE If ACCEPTED * Date Accepted BY Rejected By (Signature of District's Authorized Representative) (Title) President, Board of Directors (Signature of District's Authorized Representative) (Title) SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance• 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 10 Employee Retirement Income Security, Act Is this plan subject to Employee Retirement Income Security Act (ERISA) regulations? ()RN) _N/A Policy Acceptance The undersigned declares that all information provided in this application and any attachments hereto is true and correct. The undersigned understands that all information provided in this application and any attachments hereto is material to the insurer's decision to provide this insurance, and that insurance will be provided, at the insurer's sole discretion, in reliance upon the truth of such information. It is hereby agreed and understood this insurance is provided by the Company in consideration of payment of the required premium. The insurance under the policy begins on the Effective Date shown in the insuring Agreement of the policy. The acceptance of the policy terminates any prior policy of the same policy number, effective with the inception of the policy. Fraud Warning Any person who, knowingly and with intent to defraud any insurance company or other person, files an application for insurance containing any false information, or conceals for the purpose of misleading, information concerning any material fact thereto, commits a fraudulent insurance act, which is a crime. Name of Policyholder: Date BT 3000 APP (Rev. 09/2006) Signature Title Company Authorized Representative 11 Rock Prairie Mgmt District #2 ** OPTIONAL COVERAGE ** TYPE OF POLICY: WORKERS COMPENSATION PROPOSED EFFECTIVE DATE: 03/31/23 COVERAGES: •Coverage A in the policy provides statutory coverage in which the insurance company agrees to assume the liability imposed upon an insured by the applicable Workers Compensation law or laws. •Coverage B for Employers Liability in this policy protects an insured against liability imposed by law for injury to employees in the course of employment. •Terrorism Not Excluded LIMIT OF LIABILITY: Employers Liability $1,000,000 Each Accident Bodily Injury by Accident $1,000,000 Each Employee Bodily Injury by Disease $1,000,000 Policy Lirnit Bodily Injury by Disease POLICY TERM: One Year PREMIUM: COMPANY: ** OPTIONAL COVERAGE ** $217 (5 Directors) Estimated Annual Premium Hanover Insurance Group AM Best Rating: A XV ACCEPTED BY: DATE: REJECTED BY: DATE: 1/12/23 SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 12 Rock Prairie Mgmt District #2 ** OPTIONAL COVERAGE TYPE OF POLICY: CYBER LIABILITY PROPOSED EFFECTIVE DATE: 03/31/23 COVERAGE/LIMIT: LIABILITY: • Privacy & Security - $250,000 • Payment Card Costs - $250,000 • Media - $250,000 • Regulatory Proceedings - $250,000 BREACH RESPONSE: • Privacy Breach Notification - $250,000 • Computer & Legal Experts - $250,000 • Betterment - $100,000 • Cyber Extortion - $250,000 • Data Restoration - $250,000 • Public Relations - $250,000 CYBER CRIME: • Computer Fraud - $100,000 • Funds Transfer Fraud - $100,000 • Social Engineering Fraud - $100,000 • Telecom Fraud - $100,000 BUSINESS LOSS: • Business Interruption - $250,000 • Reputation Harm - $250,000 POLICY AGGREGATE L1MIT: $250,000 RETENTION: $5,000 Each Claim/Event Waiting Period: 8 Hours POLICY TERM: One Year PREMIUM: Quotable COMPANY: Travelers Casualty & Surety Co. of America AM Best Rating: A++ XV ** OPTIONAL COVERAGE *" SEE COVERAGE DEFINITIONS AT END OF PROPOSAL Application required for formal quote Higher limits also available ACCEPTED BY: DATE: REJECTED BY: DATE: 1/12/23 SUBJECT TO POLICY TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 13 ROCK PRAIRIE MGMT DISTRICT #2 PROPOSED EFFECTIVE DATE: 03/31/23 PREMIUM SUMMARY COVERAGE RENEWAL PREMIUM GENERAL LIABILITY/HIRED & NON -OWNED AUTO 1,270.00 DIRECTORS AND OFFICERS 1.500.00 PUBLIC EMPLOYEE BLANKET CRIME 120.00 DIRECTOR'S BOND 175.00 TOTAL PREMIUM $3,065.00 McDonald & Wessendorff thanks you for your business. EXPIRING PREMIUM 1,268.00 1.500.00 120.00 175.00 $3,063.00 ** Please note this proposal does not include any property or boiler & machinery coverage. If the district purchases any fac:ilii ies, please contact our office to issue a property/boiler policy. Tax Bond — Avik Bonneijee— Billed Directly to Tax Assessor. * * * OPTIONAL NEW COVERAGES) * * * OPTIONAL NEW COVERAGE PREMIUM POLLUTION LIABILITY 750.00 EXCESS LIA]3ILITY 900.00 / 1,600.00 BUSINESS TRAVEL ACCI DENT 300.00 WORKERS COMPENSATION & EMPLOYERS LIABILITY 217.00 LAW ENFORCEMENT LIABILITY - S1.000.000 LIMIT 1,000.00 PEACE OFFICERS BOND # OF PEACE OFFICERS 35.00 Each fSubjeci to 550 Minimum) CYBER LIABILITY Quotable TOTAL PREMIUM FOR ACCEPTED OPTIONAL COVERAGE PLEASE REPORT ALL NEW FACILITIES OR PROPERTIES IMMEDIATELY TO MCDONALD & WESSENDORFF PAYMENT IS DUE WITHIN 30 DAYS OF THE EFFECTIVE DATE TO AVOID CANCELLATION. ACCEPTED BY: PRINTED NAME & TITLE: Uri Geva, President, Board of Directors DATE: January 12, 2023 FEDERAL TAX ID #: 47-4717780 WEB ADDRESS 1F ANY: N/A. Premiums quoted are valid for 30 days from proposed effective date. ACCEPTED YES/NO ,tTO ArD rtl'a All descriptions gf proposed coverage's profiled herein are intended as an outline ofcoyerage and are necessarily brief For specific wording concerning insuring agreements, definitions, conditions, terms and exclusions not listed, please read each policy care01,11y. Please contact o111' office if there are any questions. McDonald & Wessendorff Insurance. 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 14 McDonald & Wessendorff Insurance DATE: ENGINEER: ATTN: EMAIL: December 9, 2022 EHRA Joshua Campbell ice roc) bellia?eh rainc. com 611 Morton Street, Richmond, TX 77469 Phone: (281)633-3200 Email:katrina.thomh ill@mcwess-insurance.com Katrina Thornhill RE: Rock Prairie Mgmt District #2; Engineer Report of Values (ERV) We have been requested to submit an insurance proposal for the above referenced District Please review the questions below and indicate the type and quantity of any facilities pertinent to The District. Thank you! Indicate how many of the following the district owns. If none, so indicate. J Does the district have water wells? Lessors Risk (Sq/Ft) Swimming Pools / Splash Pads j 1 Detention Ponds* J NO If so, number of submersible pumps? 0 o Any Pumps 500 HP or greater? 0 0 Parks / Trails 0 1 Lakes** 0 *Ponds = have sloped sides / primarily for detention/retention — can be wet or dry *"Lakes = amenity purposes only — no detention (If for dual purpose, list as pond) LOCATION SCHEDULE Description Any facilities to insure? Replacement Value Fire Alarm: Y/N Sprinklers: Y/N Address Month/Year City State Flood Zone Construction (le: X,A,AE) & sq ft of buildings Intrusion Alarm: YIN Central Station Alarm: YIN Zip TOTAL REPLACEMENT COST: $ Mobile Equipment (please include year, make, model, serial number & value): Thanks for providing this information to our office. Please call if you should have any questions, or comments concerning this document. SIGN HERE: X J v[ost'1v't Jrtw0 [(( IZ Vt..1 11 Print Name Date i;iaim, if the valupdated The District could suffer a financial loss. Please note the neer or General Manager's signature approving these values. 15 TRAVELERS CYBERRISK COVERAGE INCLUDES THE FOLLOWING INSURING AGREEMENTS: Liability Insuring Agreements: PRIVACY AND SECURITY Coverage for claims arising from unauthorized access to data, failure to provide notification of a data breach where required by law, failure to destroy confidential information, failure to comply with a privacy policy, wrongful collection of private or confidential information, failure to prevent a security breach that results in the inability of authorized users to gain system access, the participation in a DDoS attack, or the transmission of a computer virus. MEDIA Coverage for claims arising from copyright infringement, plagiarism, defamation, libel, slander, and violation of an individual's right of privacy or publicity in electronic and printed content. REGULATORY Coverage for administrative and regulatory proceedings, civil and investigative demands brought by domestic or foreign governmental entities or claims made as a result of privacy and security acts or media acts. Breach Response Insuring Agreements: re PRIVACY BREACH NOTIFICATION 111 Coverage for costs to notify and provide services to individuals or entities who have been affected by a data breach. Examples include call center services, notification, credit monitoring and the cost to purchase identity fraud insurance. COMPUTER AND LEGAL EXPERTS rc.� Coverage for costs associated with analyzing, containing, or stopping privacy or security breaches; determining whose confidential information Ll was lost, stolen, accessed, or disclosed; and providing legal services to respond to such breaches. BETTERMENT Coverage for costs to improve a computer system after a security breach, when the improvements are recommended to eliminate vulnerabilities that could lead to a similar breach. CYBER EXTORTION +n Coverage For ransom and related costs associated with responding to threats made to attack a system or to access or disclose confidential Information, DATA RESTORATION Coverage for costs to restore or recover electronic data, computer programs, or software lost From system damage due to computer virus, denial -of -service attack or unauthorized access. PUBLIC RELATIONS Coverage for public relations services to mitigate negative publicity resulting from an actual or suspected privacy breach, security breach, or media act. Cyber Crime Insuring Agreements: COMPUTER FRAUD Coverage for loss of money, securities, or other property due to unauthorized system access. FUNDS TRANSFER FRAUD Coverage for loss of money or securities due to fraudulent transfer instructions to a financial institution. • SOCIAL ENGINEERING FRAUD AA SAS Coverage for loss of money or securities due to a person impersonating another and fraudulently providing instructions to transfer funds, TELECOM FRAUD Coverage for amounts charged by a telephone service provider resulting from an unauthorized person accessing or using an insured's telephone system. Business Loss Insuring Agreements: BUSINESS INTERRUPTION Coverage For loss of in.Gome and expenses to restore operations as a result of a computer system disruption caused by a virus or computer attack, including the voluntary shutdown of systems to minimize the business impact of the event. DEPENDENT BUSINESS INTERRUPTION Multiple coverage options for loss of income and expenses to restore operations as a result of an interruption to the computer system of a third party that the insured relies an to run their business. SYSTEM FAILURE Coverage for loss of income and expenses to restore operations as a result of an accidental, unintentional, and unplanned interruption of an insured's computer system. REPUTATIONAL HARM Coverage for lost business income that occurs as a result of damage to a business' reputation when an actual or potential cyber event becomes public. •A• AMA TRAVELERS, travalers.com Available through the Travelers Wrap' and Executive Choice, zuhe of products. Travelers Casualty and Surety Company of America. One Tower Square, Hartford, CT 06183 This material does notimend, or otherwise affect, the provisions or coverages of any,nsurance policy or bond issued by Travelers. It is not a representato1s that coverage does or does not exist for any particular claim or loss under any such policy or bond. Cgverage depends on the facts and c1rSsmsranemi invotvetf in the claim or loss. all applicable policy or bond provisions, ancr any npphcabreTaw Availabibty of coverage referenced in this document can depend on underwnting qualifications and state regulations V 2018 The TravPlprc Inrlpmniry Cmmranv McDonald & Wessendorff INSURANCE As required by Chapter 2270, Government Code, McDonald & Wessendorff Insurance hereby verifies that it does not boycott Israel and will not boycott Israel through the term of the policies included in this proposal. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. ForeiR,n Terrorists Organizations,. Pursuant to Chapter 2252, Texas Government Code, McDonald & Wessendorff Insurance represents and certifies that, at the time of execution of this proposal neither McDonald & Wessendorff Insurance, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same (i) engages in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The teen "foreign terrorist organization" in this paragraph has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. McDonald & Wessendorff Insurance- 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 17 McDonald & Wessendorff INSUR ANCE Fossil Fuels Boycott Verification. As required by 2274.002, Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), as amended, McDonald & Wessendorff Insurance hereby verifies that McDonald & Wessendorff Insurance, including any wholly owned subsidiary, majority - owned subsidiary, parent company or affiliate of the same, does not boycott energy companies, and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" shall have the meaning assigned to the term "boycott energy company" in Section 809.00I, Texas Government Code, as amended. Firearms Discrimination Verification. As required by Section 2274.002, Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session, "SB 19"), as amended, McDonald & Wessendorff Insurance hereby verifies that McDonald & Wessendorff Insurance, including any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, (i) does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or trade association" shall have the meaning assigned to such tern in Section 2274.001(3), Texas Government Code (as added by SB 19), as amended. McDonald & Wessendorff Insurance • 611 Morton • Richmond, Texas 77469 PH (281) 342-6837 (MUDS) 18