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04/08/2021 - Regular Minutes - Rock Prairie Management District No. 2
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF MEETING OF BOARD OF DIRECTORS April 8, 2021 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on April 8, 2021, 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 William Lewis — Assistant Vice President Jonathan Stark — Secretary Mark Lindemulder — Assistant Secretary all of whom participated in the meeting via telephone conference call, except Director Stark, thus constituting a quorum. Also attending the meeting via telephone conference call were Cynthia Colondres of Municipal Accounts & Consulting, L.P. ("MAC"); Joshua Campbell of EHRA Engineering ("EHRA"); Becky Brewer of B&A Municipal Tax Service, LLC ("B&A"); Brian Krueger of BKD LLP ("BKD"); Natalie Ruiz and Stacey Vasquez of the City of College Station ("City"); and Christina Cole and Julie Kime of Schwartz, Page & Harding, L.L.P. ("SPH"). James Murr of College Station Town Center, Inc. ("CSTC"), joined the conference call later, as noted herein. The President called the meeting to order and declared same open for such business as might properly come before it. EXPLANATION OF TELEPHONE CONFERENCE CALL MEETING PROCEDURES AND CALL TO ORDER Ms. Cole explained to the Board the procedures to be used during the telephone conference call meeting. In connection therewith, she informed the participants that the meeting would be recorded, and requested that participants clearly state his or her name before speaking, including when making or seconding a motion. Ms. Cole further explained that she would conduct a roll call vote for all motions and that Board members should wait to vote on a motion until his or her name has been called. Lastly, Ms. Cole conducted a full roll call of all meeting participants for attendance purposes. PUBLIC COMMENTS The Board began by opening the meeting for public comments. There being no members of the public present, the Board continued to the next item of business. APPROVAL OF MINUTES The Board next considered approval of the minutes of its regular meeting held on March 11, 2021. After review and discussion, Director Glover moved that the minutes for said Board meeting be approved, as written. Director Lindemulder seconded said motion, which unanimously carried. AUDIT REPORT AND DISBURSEMENT OF BOND PROCEEDS FROM THE $2.500,000 UNLIMITED TAX ROAD BONDS, SERIES 2021, The Board considered the approval of an audit report prepared by BKD in connection with the District's $2,500,000 Unlimited Tax Road Bonds, Series 2021 (the "Bonds") relative to the payment of funds to the developers out of Bond proceeds. Mr. Krueger presented and reviewed with the Board the draft audit report, a copy of which is attached hereto as Exhibit A. After review and discussion, it was moved by Director Glover, seconded by Director Lindemulder and unanimously carried that the audit report prepared by BKD in connection with the Bonds be approved subject to final review of same by the District's attorneys, and that the District's Bookkeeper be authorized to disburse the proceeds of the Bonds, in accordance with the final audit. Mr. Murr joined the conference call curing the review of the audit report and disbursment of bond proceeds. INTERNAL REVENUE SERVICE FORM 8038-G The Board considered the execution and filing of Internal Revenue Service reporting form 8038-G relative to the Bonds. After discussion of the form, Director Glover moved that the President be authorized to execute same on behalf of the Board and District. Director Lindemulder seconded said motion, which carried unanimously. ARBITRAGE LETTER Ms. Cole presented and reviewed correspondence from SPH, as Bond Counsel for the issuance of the Bonds, a copy of which is attached hereto as Exhibit B, addressed to the Board regarding certain provisions of the federal tax law and regulations of the Internal Revenue Service pertaining to the expenditure and investment of proceeds of the Bonds. Ms. Cole advised the Board that certain periodic reviews and reports are required to monitor compliance with the requirements set forth therein and that arbitrage rebate or yield reduction payments could be required to be made based on said review and reports. She further advised the Board that the District's bookkeepers would monitor investment rates, that the District's financial advisor would review the debt service fund balance and coverage in connection with the annual tax rate recommendation, and that arbitrage compliance specialty companies would also review the accounts. Ms. Cole advised the Board, however, that compliance with the requirements is ultimately the responsibility of the Board. 2 584802 AMENDMENT TO DISTRICT'S AMENDED AND RESTATED DISTRICT INFORMATION FORM RELATIVE TO THE BONDS Ms. Cole discussed with the Board the Amendment to District Information Form relative to the Bonds. After discussion on the matter, Director Glover moved that such Amendment be approved and that all Board members in attendance at the meeting be authorized to execute same on behalf of the Board and District. Director Lindemulder seconded said motion, which unanimously carried. RESOLUTION ADOPTING PROCEDURES FOR POST -ISSUANCE COMPLIANCE The Board next considered the adoption of a Resolution Adopting Procedures for Post - Issuance Compliance. In that regard, Ms. Cole advised the Board that the District must comply with certain federal tax requirements to obtain and preserve the tax-exempt status for its bonds. She advised the Board that such requirements generally concern record keeping and retention, timely tax return filings, proper use of the proceeds of the bonds, arbitrage restrictions, reissuance, and corrective action. Following discussion, Director Glover moved for the adoption of the Resolution Adopting Procedures for Post -Issuance Compliance, attached hereto as Exhibit C. Director Lindemulder seconded the motion, which unanimously carried. OTHER MATTERS The Board considered the approval of various documents to be executed by the Board in connection with the closing of the sale of the Bonds. In that regard, Ms. Cole presented and reviewed various closing documents with the Board, including the No -Litigation Certificate, the District's Receipt, and the Federal Tax Certificate, and advised that the closing is scheduled for Tuesday, April 13, 2021, at 10:00 a.m. After further discussion of the closing documents, it was moved by Director Glover, seconded by Director Lindemulder and unanimously carried that the above -referenced documents be approved by the Board, that the President and Secretary be authorized to execute same on behalf of the Board and District, and that SPH be authorized to deliver same, as appropriate, upon the closing of the Bonds. BOOKKEEPING REPORT Ms. Colondres presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit D, including checks presented therein for payment. Following discussion, Director Glover moved that said Bookkeeping Report be approved and that the checks and wire identified in the report be approved for payment. Director Lindemulder seconded the motion, which unanimously carried. OPERATING BUDGET FOR FISCAL YEAR ENDING MAY 31. 2022 Ms. Colondres next presented a draft budget for the District's fiscal year ending May 31, 2022. In connection therewith, Ms. Cole advised the Board that, pursuant to Section 7(e) of the City Resolution No. 07-09-15-02 (which provided the City's consent to the creation of the District), the City shall have the right to review the District's annual budget. After discussion on the proposed budget, Director Glover moved that SPH be authorized to forward the District's proposed -3- 584802 budget for the fiscal year ending May 31, 2022 to the City for its review and comment prior to adoption at the next Board meeting. Director Lindemulder seconded said motion which unanimously carried. TAX ASSESSORICOLLECTOR'S REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor -Collector Report for the month ended March 31, 2021, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit E. After discussion, Director Glover moved that the Tax Assessor -Collector Report be approved and that the checks identified therein be approved for payment. Director Lindemulder seconded said motion, which unanimously carried. ADDITIONAL PENALTY ON DELINOUENT REAL PROPERTY TAXES, The Board considered the adoption of a Resolution Authorizing an Additional Penalty on Delinquent Real Property Taxes. Ms. Cole advised that the Board is authorized pursuant to Section 33.07 of the Texas Tax Code, as amended, to impose, under certain conditions on July 1, an additional penalty not to exceed twenty percent (20%) of the total taxes, penalty and interest due the District on taxes that remain delinquent as of July 1 of the year in which they became delinquent. Following discussion, Director Glover moved that the Resolution Authorizing an Additional Penalty on Delinquent Real Property Taxes, a copy of which is attached hereto as Exhibit F, be adopted, and that the District's Delinquent Tax Attorneys be authorized to proceed with the collection of the District's 2020 delinquent real property tax accounts on July 1, 2021, subject to proper notice having been given as provided in said Resolution, including the filing of lawsuits as necessary. Director Lindemulder seconded the motion, which unanimously carried. ENGINEERING REPORT Mr. Campbell presented to and reviewed with the Board an Engineering Report dated April 2021, a copy of which is attached hereto as Exhibit G. Following presentation of the Engineer's Report and discussion of the action items contained therein, Director Glover moved to concur in the payment of the pay estimates as set forth in the Engineer's Report, and to authorize EHRA to advertise for bids for the Midtown Reserve Phase 107 project. Director Lindemulder seconded the motion, which unanimously carried. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. STATUS OF PROPOSED ANNEXATION OF 33.342 ACRES OF LAND TO THE DISTRICT Ms. Cole advised the Board that the City Council has consented to the District's annexation of 33.342 acres of land to the District, and that SPH is recommending that such annexation be deferred pending closing on the District's Bonds. 4 584802 STATUS OF INTERLOCAL AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION Ms. Cole presented and reviewed with the Board the Interlocal Agreement between the City and the District relative to the operation and maintenance of park and recreational facilities in the District, which the Board approved at its March 2021 meeting, with the understanding that the City was considering extending the term of the Agreement. Following such presentation, Director Glover moved to approve the Interlocal Agreement and authorize the President and Secretary to execute same on behalf of the District. Director Lindemulder seconded the motion, which carried by unanimous vote. A copy of the Interlocal Agreement thus approved is attached hereto as Exhibit H. AUTHORIZE REQUEST TO CITY OF COLLEGE STATION FOR RE-APPOINTENT AND/OR REPLACEMENT OF DIRECTORS Ms. Cole next advised the Board that pursuant to the City's appointment, the terms of office of Director Stark who serves in Position No. 4 on the Board and Director Lewis who serves in Position No. 5 on the Board will expire on June 1, 2021, and that it is the Board's responsibility to nominate replacements or reappointments for those Positions for the City's consideration. Following discussion Director Glover moved for the nomination of Director Stark to Position No. 4 for a term expiring June 1, 2025. The motion was seconded by Director Lindemulder and carried by unanimous vote. Director Glover then moved for the nomination of Director Lewis to Position No. 5 for a term expiring June 1, 2025. The motion was seconded by Director Lindemulder and carried by unanimous vote. Ms. Cole then advised the Board that with its consent, SPH will forward the nominations for Position Nos. 4 and 5 to the City for its consideration. Director Glover moved that SPH be authorized to provide the Board's nominations for appointment of Directors Stark and Lewis to Position Nos. 4 and 5, respectively, to the City for its consideration, subject to the desire of Directors Stark and Lewis to continue serving on the Board. The motion was seconded by Director Lindemulder and carried by unanimous vote. ATTORNEY'S REPORT The Board considered the Attorney's Report. Ms. Cole advised the Board that she had nothing of a legal nature to discuss with the Board that was not already covered under previous agenda items. 5 584802 FUTURE AGENDA ITEMS_ The Board considered items for placement on future agendas. No specific agenda items, other than routine and ongoing matters were requested to be placed on a future agenda. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Glover seconded by Director Lindemulder, and unanimously carried, the meeting was adjourned. 6 584802 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of April 8, 2021 Exhibit A Reimbursement Audit Exhibit B Arbitrage Letter Exhibit C Resolution Adopting Procedures for Post -Issuance Compliance Exhibit D Bookkeeping Report Exhibit E Tax Assessor -Collector Reports Exhibit F Resolution Authorizing an Additional Penalty on Delinquent Real Property Taxes Exhibit G Engineering Report Exhibit H Interlocal Agreement 7 584802 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of April 8, 2021 Exhibit A Reimbursement Audit Exhibit B Arbitrage Letter Exhibit C Resolution Adopting Procedures for Post -Issuance Compliance Exhibit D Bookkeeping Report Exhibit E Tax Assessor -Collector Reports Exhibit F Resolution Authorizing an Additional Penalty on Delinquent Real Property Taxes Exhibit G Engineering Report Exhibit H Interlocal Agreement 7 584802 EXHIBIT "A" DRAFT 04/01/21 Rock Prairie Management District No. 2 Independent Accountant's Report on Applying Agreed -upon Procedures on Amounts Reimbursable to Developer April 8, 2021 BKD. CPAs & Advisors DRAFT 04/01 /21 Independent Accountant's Report on Applying Agreed -upon Procedures Board of Directors Rock Prairie Management District No. 2 Brazos County, Texas We have performed the procedures enumerated below, as agreed to by you, with respect to the statements submitted by College Station Town Center, Inc. (the developer) for costs paid or incurred on behalf of Rock Prairie Management District No. 2 (the District). This engagement was performed solely to assist you in verifying the amounts reimbursable from the proceeds of the District's $2,500,000 Unlimited Tax Road Bonds, Series 2021. The District is responsible for amounts reimbursable to the developer. The sufficiency of these procedures is solely the responsibility of the parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below for the purpose for which this report has been requested or for any other purpose. Our procedures were as follows: A. We vouched copies of checks, invoices and other relevant documents supporting amounts requested for reimbursement by the developer. B. We recalculated interest due to be paid to the developer in accordance with Rule 30 TAC, Section 293.50, of the Texas Commission on Environmental Quality (the Commission). Interest was calculated from the dates of payment through five years after payment on construction contracts and related costs or April 13, 2021. C. The net effective rate used in computing interest on amounts paid from this bond issue was obtained from the Official Bid Form dated March 11, 2021. D. The Cost Summary was read to determine that funds had been provided in the bond issue for the amounts requested. E. Estimates of costs remaining to be incurred were obtained through discussion with the District's other consultants. The results of our procedures are presented in the accompanying schedules. Schedules A through A-1 detail amounts reimbursable to the developer from bond proceeds. Schedule B presents a comparison of actual costs with costs as approved by the District. DRAFT 04/01 /21 Board of Directors Rock Prairie Management District No. 2 Page 2 This agreed -upon procedures engagement was 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 Developers." We were not engaged to, and did not, conduct an examination or a review, the objective of which would be the expression of an opinion or conclusion, respectively, on the statements submitted by the developer for costs paid or incurred on behalf of the District. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the specified parties listed and is not intended to be, and should not be, used by anyone other than these specified users. April 8, 2021 !J rtwr l 04/01 /21 Rock Prairie Management District No. 2 Recapitulation of Amounts Reimbursable to Developer Schedule A April 8, 2021 Payee Brazos Paving, Inc. EHRA Engineering Terracon Consultants, Inc. Total reimbursable amounts College Station Town Center, Inc. Amounts Reimbursable Interest $ 1,708,802.22 $ 81,416.97 278,484.15 24,081.86 39,722.05 2,065.30 $ 2,027,008.42 $ 107, 5 64.13 Total amounts reimbursable to developer $ 2,134,572.55 mum T 04/01 /21 Rock Prairie Management District No. 2 Recapitulation of Amounts Reimbursable to Developer Schedule A-1 College Station Town Center, Inc. April 8, 2021 % Complete Date Complete Amounts Reimbursable Brazos Paving, Inc. Construction of Bird Pond Road 100% $ 4,579,032.48 Less Change Order No. 3 01/20 (32,800.00) 4,546,232.48 Less utility and developer items (1,548,333.85) 2,997,898.63 Less amount to be reimbursed in future (1,289,096.41) Interest accrued at 2.873524% EHRA Engineering District's share of engineering fees related to: Bird Pond Road Interest accrued at 2.873524% $ 1,708,802.22 81,416.97 278,484.15 24,081.86 Terracon Consultants, Inc. District's share of geotechnical and materials testing fees related to: Bird Pond Road 39,722.05 Interest accrued at 2.873524% 2,065.30 Total amounts reimbursable to developer $ 2,134,572.55 DICAFT 04/01 /21 Rock Prairie Management District No. 2 Comparison of Actual Costs With Cost Summary as Approved by the District Schedule B April 8, 2021 Amounts Amounts Paid Reimbursable Previously to Developer by District Construction Costs Developer contribution items: None $ - $ Total developer contribution items 0 0 District items: Bird Pond Road 1,708,802 Engineering and geotechnical 318,206 Total District items 2,027,008 0 Total construction costs 2,027,008 Nonconstruction Costs Legal fees Financial advisor fees Capitalized interest Developer interest Bond discount Bond issuance costs Attorney General fee Total nonconstruction costs Total bond issue 107,564 107,564 $ 2,134,572 $ 0 0 DRAFT 04/01/21 Total Actual Cost Variance - Amounts Projected and Summary Actual Paid Amounts Estimated Total Over (Under) 1,708,802 318,206 2,027,008 2,027,008 0 0 0 0 0 0 1,708,802 1,708,802 318,206 320,258 (2,052) 2,027,008 2,029,060 (2,052) 2,027,008 2,029,060 (2,052) 72,500 72,500 72,500 - 50,000 50,000 50,000 63,183 63,183 100,000 (36,817) 107,564 107,564 130,590 (23,026) 56,651 56,651 75,000 (18,349) - 40,350 40,350 40,350 2,500 2,500 2,500 - 107,564 285.184 392.748 470,940 (78,192) $ 2,134,572 $ 285,184 $ 2,419,756 $ 2,500,000 $ (80,244) EXHIBIT "B" JOSEPH M. SCHWARTZ ABRAHAM I. RUBINSKY HOWARD M. COHEN SPENCER W. CREED CHRISTOPHER T. SKINNER DANIEL 5. RINGOLD MITCHELL G. PAGE BRYAN T. YEATES CHRISTINA J. COLE MATTHEW R. REED GINA FREE JOHN H. EICHELBERGER DIANA MILLER RICK L. BARKER KEVIN B. GIESEKE KATE H. HENDERSON GORDON C. CRANNER SCHWARTZ, PAGE & HARDING, L.L.P. ATTORNEYS AT LAW 1300 POST OAK BOULEVARD SUITE 1400 HOUSTON, TEXAS 77056 WWW. SPHLLP.COM Board of Directors Rock Prairie Management District No. 2 1300 Post Oak Boulevard, Suite 1400 Houston, Texas 77056 April 8, 2021 Re: Rock Prairie Management District No. 2 Unlimited Tax Road Bonds, Series 2021 Dear Directors: TELEPHONE (713) 623-4531 TELECOPIER (713) 623-6143 As you know, the District will issue the captioned bonds (the "Bonds") in order to provide for the acquisition and construction of the project described in the Official Statement distributed in connection with the Bonds. As a result of that issuance, the federal income tax laws impose certain restrictions on the investment and expenditure of amounts to be used for the project or to be deposited to the interest and sinking fund (the "Bond Fund") for the Bonds. The purpose of this letter is to set forth, in somewhat less technical language, those provisions of the tax law which require the timely use of the Bond proceeds and that investment of these amounts be at a yield which is not higher than the yield on the Bonds. Periodically, in order to evidence compliance with federal law, the District will be advised to perform arbitrage compliance audits and, if necessary, will be required to make yield reduction and/or arbitrage rebate payments to the Internal Revenue Service, in order to maintain compliance with the restrictions set forth below. Generally, the federal tax laws provide that, unless excepted, amounts to be used for the project or to be deposited to the Bond Fund must be invested in obligations the combined yield on which does not exceed the yield on the Bonds. For this purpose, please refer to line 21(e) of the I.R.S. Form 8038-G included in the transcript of proceedings for the yield. Importantly, for purposes of administrative convenience, the Bonds have been structured in such a way as to avoid, for the most part, this restriction on investment yield. As such, for analytical purposes only, we have segregated the Bond Fund into three separate accounts. This does not require that you segregate monies deposited to the Bond Fund into those accounts, but you should keep in mind the limitations imposed on each of those hypothetical accounts. They also contain certain covenants relating to expenditures of proceeds designed to alert you to unintentional failures to comply with the laws affecting expenditures of proceeds and dispositions of property. Board of Directors April 8, 2021 Page 2 First, the sale and investment proceeds to be used for the project may be invested for up to three years without regard to yield. (Such amounts, however, may be subject to rebate.) Thereafter, they must be invested at or below the Bond yield. Importantly, expenditure of these proceeds must be accounted in your books and records. Allocations of these expenditures must occur within 18 months of the later of the date paid or the date the project is completed. The foregoing notwithstanding, the allocation should not occur later than 60 days after the earlier of (1) five years after the delivery date of the Bonds or (2) the date the Bonds are retired unless you obtain an opinion of bond counsel or tax counsel that the tax-exempt status of the Bonds will not be adversely affected. Second, the Bond Fund is made up of taxes which are levied annually for the payment of current debt service on all the District's outstanding bonds. Any taxes deposited to the Bond Fund which are to be used for the payment of current debt service on the Bonds, or any other outstanding bonds, are not subject to yield restriction. By definition, current debt service refers only to debt service to be paid within one year of the date of receipt of the taxes. For the most part, this would be debt service in the current fiscal year. These amounts deposited to the account for current debt service may be invested without regard to any constraint imposed by the federal income tax laws. Third, the Bond Fund contains an amount of taxes, which although not expended for debt service within the current year, are necessary to ensure that amounts will be sufficient to pay debt service in the event that taxes are insufficient during that period. This amount, commonly referred to as "coverage," represents a reserve account against periodic fluctuations in the receipt of tax revenues. The Internal Revenue Code permits amounts which are held in reserve for the payment of debt service, in such instances, to be invested without regard to yield restriction if such amounts do not exceed the lesser of (1) 10 percent of the outstanding principal amount of all outstanding bonds, (2) maximum annual debt service on all outstanding bonds, or (3) 125 percent of average annual debt service on all outstanding bonds. Fourth, a portion of the Bond Fund is permitted to be invested without regard to yield restriction as a "minor portion." The "minor portion" exception is available for de minimis amounts of taxes deposited to the Bond Fund. The maximum amount that may be invested as part of this account may not exceed the lesser of five percent of the principal amount of the Bonds or $100,000. Accordingly, you should review the current balance in the Bond Fund in order to determine if such balance exceeds the aggregate amount of these three accounts. Additionally, in the future it is important that you be aware of these accounts as additional amounts are deposited to the Bond Fund. The amounts which are subject to yield restriction would only be the amounts which are in excess of the sum of (1) the current debt service account, (2) the reserve account, and (3) the "minor portion" account. Moreover, to the extent that additional bonds are issued by 584342__2 Board of Directors April 8, 2021 Page 3 the District, whether for new money projects or for refunding, these amounts will change in their proportion. Finally, you should note that the Bond Order contains a covenant that limits the ability of the District to sell or otherwise dispose of Bond -financed property for compensation. With respect to the property financed by the Bonds, or in cases in which an issuer elects to apply new private activity bond regulations, such sale or disposition causes the creation of a class of proceeds referred to as "disposition proceeds." Disposition proceeds, like sale proceeds and investment earnings, are tax -restricted funds. Failure to appropriately account, invest or expend such disposition proceeds would adversely affect the tax-exempt status of the Bonds. In the event that you anticipate selling property, even in the ordinary course, please contact us. Obviously, this letter only presents a fundamental discussion of the yield restriction rules as applied to amounts deposited to the Bond Fund. Moreover, this letter does not address the rebate consequences with respect to the Bond Fund. If you have certain concerns with respect to the matters discussed in this letter or wish to ask additional questions with regard to certain limitations imposed, please feel free to contact our firm. Very truly yours, SCHWARTZ, PAGE & HARDING, L.L.P. By: Christina Cole cc: Ms. Cynthia Colondres Municipal Accounts & Consulting, L.P. 584342 2 RESOLUTION ADOPTING PROCEDURES FOR POST -ISSUANCE COMPLIANCE WHEREAS, Rock Prairie Management District No. 2 (the "District") is a body politic and corporate and a political subdivision of the State of Texas; and WHEREAS, the District has issued and/or will issue tax-exempt bonds (the "Bonds"), and the District must comply with certain federal tax requirements to obtain and preserve tax-exempt status for said Bonds; and WHEREAS, the Board of Directors of the District (the "Board") desires to adopt the Procedures for Post -Issuance Compliance attached hereto as Exhibit "A" to confirm its procedures relating to continuing compliance with federal tax requirements applicable to the Bonds and to adopt written procedures regarding same. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DISTRICT THAT: Section 1: The Board hereby adopts the Procedures for Post -Issuance Compliance attached hereto as Exhibit "A" as the District's written procedures for continuing compliance with federal tax requirements applicable to the Bonds. Section 2: The provisions of this Resolution shall be effective as of its date of approval by the Board and shall remain in effect until modified by official action of the Board. PASSED AND ADOPTED this 8th day of April, 2021. ROCK PRAIRIE MANAGEMENT DISTRICT NO.2 By: ATTEST: By: Ass�i nt er tary, Board of Directors ����t�wn 0,,1 • ( =_ N • ■ x r ��� • President, Board of Directors 584768 2 EXHIBIT "A" ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 PROCEDURES FOR POST -ISSUANCE COMPLIANCE I. GENERAL The purpose of these Procedures for Post -Issuance Compliance (these "Procedures") is to ensure that the bond financings of Rock Prairie Management District No. 2 (the "District") remain in compliance with the following federal tax requirements: • General recordkeeping and record retention • Timely return filings • Proper and timely use of bond proceeds and bond -financed property • Arbitrage - yield restriction and rebate • Reissuance requirements • Corrective action These Procedures apply to any obligations to which Sections 103 and 141 through 150 of the Internal Revenue Code of 1986 (the "Code") apply, whether or not such obligations are in fact tax-exempt. For example, these Procedures will be followed with respect to any issue of tax credit bonds to which such sections of the Code apply. Further, the District is responsible for compliance with any requirements set forth in subsequent rulings and other advice published by the Internal Revenue Service (the "Service" or the "IRS"), as such authorities may apply to the District and its obligations. H. RESPONSIBLE PARTIES The Board of Directors of the District is ultimately responsible for the post -issuance compliance of bond financings. The Board of Directors will be assisted in its post -issuance compliance efforts by the following consultants: • General Counsel/Bond Counsel • Special Tax Counsel, if applicable to a specific bond issue • Bookkeeper/Accountant (the "Accountant") • Rebate Analyst and/or other rebate consultant The Board of Directors will direct parties responsible for the financing aspects and the operations aspects of bond -financed facilities to coordinate efforts to ensure that any actions taken with respect to a bond - financed facility will be in compliance with the requirements of the Code. III. GENERAL RECORDKEEPING & RECORD RETENTION General record retention duties are the responsibility of the Secretary of the Board of Directors, acting as the District's duly -appointed records manager (the "Records Manager"). The Records Manager and the Accountant will maintain a copy of the following documents on file at all times: • Audited Financial Statements • Reports of any examinations by the Internal Revenue Service of the District or its tax- exempt financings With respect to each issue of obligations, the Records Manager will retain the following for the life of the obligations (including the life of any obligations issued to refund the original debt) plus three years: • Bond transcript, including authorizing documents, offering document, the federal tax certificate and certificates regarding issue price • Minutes and resolution(s) authorizing the issue • Appraisals, demand surveys, and/or feasibility studies for bond -financed property • Related publications, brochures, and newspaper articles • Any formal elections (e.g., election to employ an accounting methodology other than specific tracing) • Records relating to the payment of debt service (including credit enhancement) • Documentation relating to investments and arbitrage compliance, as described in "Arbitrage — Yield Restriction and Rebate — Recordkeeping" below • Documentary evidence of when and for what purpose the bond proceeds were expended, as described in "Expenditures of Bond Proceeds — Recordkeeping" below • Any agreement listed in "Private Business Use — Special Legal Entitlements" that relates to a bond -financed facility • Documentation of any purchase or sale of bond -financed assets • Bond paying agent/trustee statements • Rebate compliance reports • Related IRS filings (e.g. Fonn 8038-T Rebate) • IRS correspondence regarding such issue • Other documentation material to the particular requirements that are applicable to the tax status of the financing Documents may be retained as hard copies or in an electronic format (in accordance with Revenue Procedure Revenue Procedure 97-22, 1997-1 C.B. 652), so long as such documents are retained in organized, accessible format that preserves the accuracy of such documents. 2 IV. RETURN FILINGS Bond Counsel and, if applicable, Special Tax Counsel will be responsible for tracking the timely filing of the Form 8038-G information report (or such other series 8038 form as may be applicable to a specific issue of bonds) with the Service, which filing may be completed by Bond Counsel or Special Tax Counsel after the issuance of the obligations. The District will file a separate Form 8038-G for each issue of bonds not later than the 15' day of the second calendar month after the close of the calendar quarter in which the bonds are issued. V. EXPENDITURE OF BOND PROCEEDS General For new money bond issues, the Accountant is responsible for the oversight of the expenditure of bond proceeds, including monitoring whether such expenditures are made in a timely manner for the purposes for which the bonds were authorized. The Board of Directors will oversee the construction of the projects for which bonds have been issued and will coordinate with the Accountant for payment of invoices. The Accountant will ensure that all proceeds of a bond issue are allocated to expenditures by the later of 18 months after the expenditure was made or the date the project is placed in service (and in no event, later than 60 days after [i] the fifth anniversary of the issue date or [ii] retirement of the issue). The Accountant will consult with Bond Counsel regarding the allocation of expenditures between each bond issue to ensure timely expenditure of bond proceeds. With respect to the reimbursement of any expenditure paid prior to the date of issue of the bonds, the Accountant will ensure that such reimbursement allocation to bond proceeds is made not later than 18 months after the later of (i) the date the original expenditure is made or (ii) the date the project is placed in service, but in no event more than three years after the original expenditure is paid. Furthermore, the Accountant, in consultation with Bond Counsel, will ensure that such reimbursement allocation is for the reimbursement of expenditures paid on or after 60 days prior to the date of a reimbursement resolution (including for this purpose the bond order or resolution). For refunding bond issues, the Board of Directors will direct the paying agent for the issue of refunded bonds or the escrow agent, as applicable, to use the proceeds of the bonds for the payment of principal, interest and redemption premium, if any, in accordance with the directions given to such entity at the time of the issuance of the refunding bonds. Recordkeenine With respect to each issue of obligations, the Records Manager and the Accountant will retain the following for the life of the obligations plus three years: • Documentation of allocations of bond proceeds to expenditures (e.g., allocation of bond proceeds for expenditures for the construction, renovation or purchase of facilities) 3 • Documentation of allocations of bond proceeds to bond issuance costs • Copies of all requisitions, draw schedules, draw requests, invoices, bills, and cancelled checks related to bond proceeds spent during the construction period • Records of expenditure reimbursements incurred prior to issuing bonds for bond -financed facilities • Depreciation schedules for bond -financed depreciable property With respect to each issue of obligations, the Records Manager will retain the following for the life of the obligations plus three years: • Copies of all contracts entered into for the construction, renovation or purchase of bond - financed facilities • List or schedule of all bond -financed facilities or equipment Documents may be retained as hard copies or in an electronic format (in accordance with Revenue Procedure Revenue Procedure 97-22, 1997-1 C.B. 652), so long as such documents are retained in organized, accessible format that preserves the accuracy of such documents. VI. PRIVATE BUSINESS USE General To confirm that the bonds serve "purely" governmental purposes for the general public, it must be determined whether the issuer expects that there will be any private business use of the proceeds of the bonds. Private business use exists if more than five percent (and, in certain circumstances, ten percent) of the proceeds of the issue or the property to be financed by the bond proceeds are used directly or indirectly by any nongovernmental person in that person's trade or business. In addition, no more than five percent (and, in certain circumstances, ten percent) of the proceeds of an issue may be secured directly or indirectly by property or payments derived from private business use under the "private security or payment test." Private business use may occur due to trade or business use by unrelated third parties, the existence of special legal entitlements with respect to the bond -financed property or sale or other transfer of bond -financed property. Finally, no more than five percent of the proceeds of an issue of bonds may be used to make loans or arrangement that allow a nongovernmental person to defer payments that it is obligated to make with respect to the financed property or the bonds. The Accountant will communicate to the Board of Directors any activity that may give rise to private business use, including but not limited to any potential take contract, take or pay contract or requirements contract. Trade or Business Activities by Third Parties The Records Manager and the Accountant will maintain records of all trade or business activities by third parties allocable to its bond -financed facilities. The Accountant is responsible for tracking trade or business activity by third parties as it relates to bond -financed facilities and will monitor such activity no 4 less frequently than yearly and, in any event, upon being notified of any new activity that will give rise to a significant amount of trade or business activity by a third party. Special Leal Entitlements A special legal entitlement is an arrangement that conveys rights similar to ownership, a lease or a management contract (e.g., priority rights to use the facility). Recognizing that a special legal entitlement may give rise to private business use, each time the Board of Directors intends to enter into one of the following, the Board of Directors will consult with its Bond Counsel to determine if such agreement relates to any bond -financed facility: • Management and other service contracts • Research agreements • Naming rights contracts • Ownership • Leases • Subleases • Leasehold improvement contracts • Joint venture arrangements • Limited liability corporation arrangements • Partnership agreements • Non -contractual use of bond -financed office space and/or parking facilities by any nongovernmental person • Any other contract conferring a special legal entitlement or special economic benefit that are comparable to ownership, including but not limited to a take contract, take or pay contract or requirements contract. If such an agreement will be with respect to a bond -financed facility, the District will take measures, including consultation with Bond Counsel, so that such agreement does not create impermissible private business use with respect to any issue of bonds used to finance such facility. Such measures may include ensuring that such agreement falls into an applicable safe harbor, making a determination that private use will not exceed the applicable limit or such other action as may be recommended by Bond Counsel. VII. PAYMENTS ON THE BONDS The paying agent for the bonds will determine the amount of principal and interest payable on each payment date for the bonds. Periodically, and no less frequently than annually, the Accountant will review the amount of the interest payments to verify that proper determinations of interest have been made. 5 VIII. ARBITRAGE — YIELD RESTRICTION & REBATE General The Accountant is responsible for monitoring the District's compliance with the yield restriction requirements of section 148(a) of the Code and the rebate requirements of section 148(f) of the Code. Such monitoring includes, but is not limited to: • Tracking the allocation of bond proceeds to expenditures for compliance with any temporary period and spending exceptions, no less frequently than yearly • Ensuring that any forms required to be filed with the IRS relating to arbitrage and any payments required pursuant thereto are filed in a timely manner • Ensuring that "fair market value" is used with respect to the purchase and sale of investments • Seeking timely proposals from the Rebate Analyst, as necessary, and consulting with Bond Counsel, Special Tax Counsel, and/or Rebate Analyst, as necessary, to ensure compliance with rebate and yield restriction rules The Board of Directors has contracted with (or will contract with) the Rebate Analyst and/or other consultant(s) to monitor compliance with rebate and yield restriction rules and report to the Board of Directors concerning same at least by every fifth anniversary of the applicable issue of bonds. Compliance with the investment rules requires that the District be able to account for, in terms of dates and amounts, all uses (including disbursements and investment activity) of particular categories of bond - related money. The Accountant will account for all of the following disbursements: monies in the project fund, debt service fund and any other fund into which proceed of the obligations have been deposited, including any reserve fund. In doing so, the Accountant will use any reasonable consistently applied accounting method to account for gross proceeds, investments and expenditures of an issue. Recordkeening With respect to each issue of obligations, the Accountant will retain the following for the life of the obligations plus three years: • Documentation of allocations of investments and calculations of investment earnings • Documentation for investments of the bond proceeds related to: a) Investment contracts (e.g., guaranteed investment contracts) b) Credit enhancement transactions (e.g., bond insurance contracts) c) Financial derivatives (e.g., swaps, caps, etc.) d) Bidding of financial products • Documentation regarding arbitrage compliance, including: a) Computation of bond yield b) Computation of rebate and yield reduction payments 6 c) Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate d) Form 8038-R, Request for Recovery of Overpayments Under Arbitrage Rebate Provisions Documents may be retained as hard copies or in an electronic format (in accordance with Revenue Procedure Revenue Procedure 97-22, 1997-1 C.B. 652), so long as such documents are retained in organized, accessible format that preserves the accuracy of such documents. IX. REISSUANCE Prior to making any changes to the terms of an obligation, including its underlying security, the District will consult with Bond Counsel to determine whether such change will result in the reissuance of such obligation for federal tax law purposes. If it is determined that a change will result in a reissuance, the District will take such action, including the recalculation of yield, the filing of a new form 8038-G and the payment of rebate obligations, as is necessary to maintain the tax status of the bonds. X. CORRECTIVE ACTION Reports regarding the aforementioned compliance policies with respect to any issue of bonds will be made to the Board of Directors by the Accountant, Rebate Analyst and/or other rebate consultant no less frequently than the end of each bond year. At such time that the report is made, the Board of Directors, in consultation with Bond Counsel and Special Tax Counsel, as may be applicable, will determine whether any corrective action is required with respect to the applicable issue. A corrective action may be required if, for example, it is determined that bond proceeds were not properly expended, the District is not in compliance with the arbitrage requirements imposed by the Code or the District has taken an action or made an omission that results in impermissible private business use (e.g., sale of bond -financed property to a nongovernmental person). If the District determines or is advised that corrective action is necessary with respect to any issue of its obligations, the District will, as may be applicable, in a timely manner: • take remedial action described under Section 1.141-12 of the Code • seek to enter into a closing agreement under the Tax -Exempt Bonds Voluntary Closing Agreement Program described in Notice 2001-60 (or any successor notice thereto) • take such other action as recommended by Bond Counsel or Special Tax Counsel 7 EXHIBIT "C" EXHIBIT "D" A MUNICIPAL ACCOUNTS CONSULTING, L.P. Rock Prairie Management District No. 2 Bookkeeper's Report April 8, 2021 1281 Brittmoore Road A Houston, Texas 77043 A Phone: 713.623.4539 A Fax: 713.629.6859 Num BALANCE AS OF 03/12/2021 Receipts Interest Earned on Checking Total Receipts Disbursements 1118 1135 1136 1137 1138 1139 Fees Wire Attorney General of Texas Total Disbursements Name B&A Municipal Tax Service B&A Municipal Tax Service B&A Municipal Tax Service EHRA Engineering Schwartz, Page & Harding, L.L.P. Municipal Accounts & Consulting, LP BBVA USA BALANCE AS OF 04/08/2021 BBVA USA-PREMIER-#XXXX0276 Rock Prairie MD No. 2 - GOF Cash Flow Report - Checking Account As of April 8, 2021 Memo VOID: SB2 Compliance - 4 Months - $1,000.00 Reissuance of Ck 1118 - SB2 Compliance SB2 Compliance - April Engineering Fees Legal Fees Bookkeeping Fees Service Charge Series 2021 Road - Attorney General Fee Amount 1.43 0.00 (1,000.00) (250.00) (1,021.25) (6,369.61) (1,490.49) (1.43) (2,500.00) Balance $62,169.54 1.43 (12,632.78) $49,538.19 2 Num BALANCE AS OF 04/13/2021 Receipts Name Series 2021 Road - Bond Proceeds Total Receipts Disbursements 1000 B&A Municipal Tax Service, LLC 1001 BKD, L.L.P. 1002 1003 1004 Wire Wire Wire Wire Rock Prairie MD No. 2 - CPF Cash Flow Report - Checking Account As of April 13, 2021 EHRA Engineering McCall, Parkhurst & Horton Municipal Accounts & Consulting, L.P. Schwartz, Page & Harding, L.L.P. Bank of New York Mellon Trust Co. College Station Town Center, Inc. / Origin Bank Post Oak Municipal Advisors Total Disbursements BALANCE AS OF 04/13/2021 BBVA USA-CHECKING-#XXXX77B2 Series 2021 Road - Series 2021 Road - Engineering Fees Series 2021 Road Series 2021 Road Series 2021 Road Series 2021 Road Series 2021 Road Series 2021 Road Memo Tax Assessor Fee Agreed Upon Procedures - Disclosure Counsel - Bookkeeping Fee - Bond Counsel Fee - Paying Agent Fee - Developer Reimbursement - Financial Advisory Services Amount 2,380,166.20 (1,200.00) (3,500.00) (62.50) (12,000.00) (3,250.00) (72,919.21) (750.00) (2,134,572.55) (51,729.11) Balance $0.00 2,380,166.2( (2,279,983.37', $100,182.83 3 Rock Prairie Management District No. 2 Account Balances As of April 8, 2021 Financial Institution Issue Maturity Interest Account (Acct Number) Date Date Rate Balance Fund: Operating Checking Account(s) BBVA USA -PREMIER (XX)00276) 0.10 % 49,538.19 Checking Account Fund: Capital Projects Checking Account(s) BBVA USA -CHECKING (XXXX7782) Totals for Operating Fund: $49,538.19 0.08 % 0.00 Checking Account Totals for Capital Projects Fund: $.00 Grand total for Rock Prairie Management District No. 2: $49,538.19 Notes Rock Prairie MD No. 2 - GOF Actual vs. Budget Comparison March 2021 March 2021 June 2020 - March 2021 Annual Actual Budget Over/(Under) Actual Budget Over/(Under) Budget Revenues 14100 Developer Advance 0 0 0 50,033 50,033 0 50,01: 14350 Maintenance Tax Collections 80,000 30,000 50,000 110,000 60,000 50,000 60,00C 14380 Interest Earned on Checking 1 3 (1) 33 25 8 3( Total Revenues 80,001 30,003 49,999 160,066 110,058 50,008 110,06& Expenditures 16330 Legal Fees 6,213 5,000 1,213 45,777 50,000 (4,223) 60,00C 16340 Auditing Fees 0 0 0 10,800 0 10,800 C 16350 Engineering Fees 1,021 2,500 (1,479) 17,801 25,000 (7,199) 30,000 16430 Bookkeeping Fees 1,326 550 776 10,195 5,500 4,695 6,60C 16450 Legal Notices & Other Publ. 0 0 0 0 0 0 2,00( 16455 SB 2 Expenses 250 250 0 3,000 2,500 500 3,000 16460 Printing & Office Supplies 106 83 23 692 833 (142) 1,00C 16470 Filing Fees 52 75 (23) 445 750 (305) 90C 16480 Delivery Expense 136 42 94 866 417 449 50C 16520 Postage 2 4 (2) 40 42 (2) 5C 16530 Insurance & Surety Bond 3,536 3,713 (177) 3,536 3,713 (177) 3,71: 16540 Travel Expense 0 108 (108) 0 1,083 (1,083) 1,30C 16560 Miscellaneous Expense 26 83 (57) 212 833 (621) 1,00( Total Expenditures 12,669 12,409 260 93,364 90,671 2,692 110,06; Excess Revenues (Expenditures) $67,333 $17,594 $49,739 $66,702 $19,387 $47,316 $( 5 ASSETS Current Assets Checking/Savings 11100 • Cash in Bank 11105 • Cash in Bank - Tax Account Total Checking/Savings Other Current Assets 11740 • Due From Construction Total Other Current Assets Total Current Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 12000 • Accounts Payable Total Accounts Payable Total Current Liabilities Total Liabilities Equity 13010 • Unallocated Fund Balance Net Income Total Equity TOTAL LIABILITIES & EQUITY Rock Prairie MD No. 2 - GOF Balance Sheet As of March 31, 2021 Mar 31, 21 59,670 38,946 98,616 11,794 11,794 110,409 110,409 9,881 9,881 9,881 9,881 33,826 66,702 100,528 110,409 6 Rock Prairie Management District No. 2 - GOF FY 2022 Proposed Budget 10 Month 12 Month FY 2021 FY 2022 Actuals Annualized Approved Budget Proposed Budget Revenue 14100 • Developer Advance 50,033 50,033 50,033 19,207 14350 • Maintenance Tax Collections 110,000 110,000 60,000 115,323 14380 • Interest Earned on Checking 33 40 30 45 Total Revenue 160,066 160,073 110,063 134,575 Expense 16330 • Legal Fees 45,777 54,933 60,000 60,000 16340 • Auditing Fees 10,800 10,800 0 11,800 16350 • Engineering Fees 17,801 21,361 30,000 30,000 16430 • Bookkeeping Fees 8,869 10,643 6,600 21,000 16450 • Legal Notices & Other Publ. 0 0 2,000 1,000 16455 • SB 2 Expenses 3,000 3,500 3,000 3,000 16460 • Printing & Office Supplies 667 801 1,000 900 16470 • Filing Fees 445 533 900 550 16480 • Delivery Expense 750 900 500 500 16520 • Postage 40 48 50 50 16530 • Insurance & Surety Bond 3,536 3,536 3,713 3,800 16540 • Travel Expense 0 0 1,300 1,300 16560 • Miscellaneous Expense 188 225 1,000 675 Total Expense 91,873 107,281 110,063 134,575 Net Revenue 68,193 52,792 0 0 ** Maintenance Tax Collections = $23,535,393 / 100 x .50 Tax Rate x 98% Collection Rate *Those appendix items required by Texas Water Code Section 49.057(b) are filed in the District's official records and are available upon request. Any person wishing to obtain a copy of such documents may submit a request under the Texas Public Information Act to the following address: Rock Prairie Management District No. 2, c/o Schwartz, Page & Harding, L.L.P.,1300 Post Oak Blvd., Suite 1400 Houston, TX. 77056, (713) 623-4531. 7 EXHIBIT "E" Honesty 1 Efficiency I Transparency I Accountability 1 Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING March 31, 2021 13 & AMUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 3/31/21 RECEIVABLES SUMMARY 2020 Balance Forward Levy at 05/31/20 FYE CAD Changes 1 Uncollectible Outstanding Balance forward Prior Years (2019-2010) at 05/31/20 FYE CAD Changes / Uncollectible Total Levy to be collected Collection prior months (all years) 2020 Taxes Collected net NSF & KR Refunds during current month Taxes Collected for Prior Years net NSF & KR Refunds $0.00 $117,676.84 $0.00 $0.00 117,676.84 0.00 117,676.84 ($97,950.09) ($18,353.63) $0.00 (116,303.72) Total Outstanding Balance 1.373.12 TAX ACCOUNT Beginning Balance — Tax Account 16,387.70 Income Taxes Collected Current Year $18,353.63 Taxes Collected Prior Year $0.00 Penalties & Interest $1,651.80 Collection Fee Paid $0.00 Overpayments $0.00 NSF or Reversals, Bank Charges $0.00 Other Fees & Court Costs, Etc $0.00 Earned Interest $0.00 $20,005.43 Expenses CK# 1102 Void Emergency Check Request - Not Needed CK# 1103 Rock Prairie Management Distrct 2 - Operating CK# 1104 B&A Municipal Tax Service, LLC - Invoice MD2-107 CK# 1105 B&A Municipal Tax Service, LLC - Invoice MD2-108 36,393.13 $0.00 $15,000.00 $662.00 $714.99 $16,376.99 Ending Balance —Tax Account 20,016.14 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 3/31/21 OUTSTANDING TAXES - YEAR TO DATE TAX YEAR 2020 2019 2018 2017 BALANCE FORWARD 10/01120 $116,563.08 $73,299.93 $49,461.25 $19,962.78 CAD SUPPLEMENTS & CORRECTIONS UNCOLLECTIBLE COLLECTIONS $1,113.76 $0.00 $116,303.72 $0.00 $0.00 $73,299.93 $0.00 $0.00 $49,461.25 $0.00 $0.00 $19,962.78 EXEMPTIONS & TAX RATES TAX YEAR 2020 2019 2018 2017 HOMESTEAD EXEMPTION 0.00% 0.00% 0.00% 0.00% DISTRICT VALUES TAX LAND & YEAR IMPROVEMENTS 2020 2019 2018 2017 22,941,412 14,898,546 9,881,920 4,069,643 OVER 681 DISABLED 0 0 0 0 AG NET 7,123 14,370 28,690 27,010 DEBT SERVICE M & 0 RATE RATE 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 PERSONAL PROPERTY 617,829 909,670 309,850 0 EXEMPTIONS 30,971 1,162,600 328,210 104,096 OUTSTANDING TAXES $1,373.12 $0.00 $0.00 ($0.00) $1,373.12 CONTRACT TAX RATE 0.00000 0.00000 0.00000 0.00000 COLLECTIONS PERCENTAGE 98.83% 100.00% 100.00% 100.00% TOTAL RATE 0.50000 0.50000 0.50000 0.50000 TOTAL VALUE SR KR 23,535,393 1 1 14,659,986 12 12 9,892,250 30 30 3,992,557 47 47 B & A MUNICIPAL TAX SERVICE, I.LC 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 3/31/21 INCOME 10% Rendition Penalty Bad Check Charges CAD Refund Excess Allotment Collection Fee Earned Interest Overpayments Penalty & Interest Rollback Tax Collected Taxes Collected Total Income PROFIT & LOSS CURRENT MONTH 3/01121 - 3/31/21 17,547.19 FISCAL YEAR 6/01120 - 3/31/21 38,946.02 0.00 0.00 0.00 0.00 0.00 5.30 0.00 0.00 0.00 28.01 0.00 371.04 1,651,80 1,675.56 0.00 0.00 18,353.63 116,303.72 20,005.43 118,383.63 EXPENSES _ Audit/Records 0.00 _ 175.00 Bank Charges 0.00 0.00 Bond Premium 0.00 50.00 CAD Fees 243.00 847.50 Certificate of Value 175.00 175.00 Copies 27.20 218.60 Correction Roll Refunds _ 0.00 0.00 Correction Roll Rendition Refunds _ _ 0.00 0.00 Continuing Disclosure 0.00 0.00 Court Affidavits 0.00 _ 0.00 Delinquent Tax Attomey Assistance 0.00 30.00 Delinquent Tax Attomey Fee 0.00 0.00 Estimate of Value _ 0.00 950.00 Installment Tracking 0.00 0.00 Unclaimed Property Report 0.00 0.00 Legal Notices 0.00 787.00 Mailing & Handling _- - 7.99 _ 261.75 Meeting Travel & Mileage _ 43.88 634.61 Overpayment Refund 0.00 371.02 Public Hearing 0.00 650.00 Records Retention _ _ _ _ _ _ 0.42 4.30 Roll Update & Processing 0.00 150.00 Supplies 0.00 19.74 Tax Assessor Collector Fee - AB _ 6.6.2.00 5,612.00 Tax Rate Preparation & Calculation 0.00 0.00 Transfer to Rollback Collected 0.00 _ 0.00 Transfer to Maintenance & Operating 0.00 110,000.00 Transfer to Debt Service 0.00 0.00 ENDING BALANCE 1,159.49 36.393.13 120,936.52 3. E,39q,11 B & AMUNICIPAL TAX SERVICE. LLC 13333 NORTHWEST I'REEWAY, STE 620 HOUSTON. TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 4 MUNJCIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 3/31/21 October November December January February March April May June July August September 2020 $678.59 $1,138.23 $4,289.31 $91, 384.54 $459.42 $18,353.63 YEAR TO YEAR COMPARISON % 2019 0.58% 1.56% 5.24%- 82.85% 83.24% 98.83% $3, 394.55 $569.00 $4,111.95 $41,438.41 $25.50 $0.00 $0.00 $23,760, 52 4.46% VARIANCE -3.88% 5.41 % 11.02% -3.85% -5.78% - 67.55% 15.30% 67.58% 15.66% 67.58% 31.25% 67.58% 100.00% $0.00 100.00% $0.00 100.00% I $0.00 100.00% $0.00 100.00% MONTHLY COLLECTIONS 20201 20191 2018 I $18, 353.63 $0.00 $0.00 B & A MUNICIPAL TAX SERVICE, LLC 13333 NOR1IIWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-8SS-59B-7409 5 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT NO 2 FOR THE PERIOD ENDING 03/22/21 PLEDGED SECURITIES REPORT SECURITIES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE : YES TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON COLLATERAL SECURITY REQUIRED: NO LEVY IS BELOW $250,000 FDIC TYPE OF PLEDGED INVESTMENT: IN COMPLIANCE W! DISTRICT INVESTMENT POLICY: YES B A MUNICIPAL TAX SERVICE 13333 NORTHWEST FREEWAY SUITE 620 HOUSTON TX 77040 MAIN 713-90D-26S0 TOLL FREE 1-886-598-7409 PS STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor -Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. 1..,,._. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of April 2021. REBECCA LYNN BREWER Notary ID #1258819 My Commission Expires March 1, 2024 buieJA cY LA/v Lu---' Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 TRANSFER OF FUNDS FROM: WELLS FARGO: ROCK PRAIRIE MANAGEMENT DISTRICT 1 - TAX ACCOUNT $15,000.00 TRANSFER FUNDS TO: ROCK PRAIRIE MANAGEMENT DISTRICT 1 - OPERATING FUNDS CHECK # /it 3 DATE: April 1, 2021 MUNICIPAL TAX SERVICE, LLC Sill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Invoice Date Invoice # 4/1/2021 MD2-107 Description Unit Count Rate Amount Avik Bonnerjee, RTA - Tax Assessor Collector Fcc April 2021 518.00 518.00 2020 Additional Unit Count Invoiced 2021 160 0.90 144.00 Thank you for your business. Total $662.00 Pit 4.01-'1 CK. i 1a4- 13333 Northwest Freeway, Suite 620 a Houston, TX 77040 m PH:713-900-2680 Li www-bamunitax.conl MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Invoice Date Invoice # 4/1/2021 MD2-108 Description Unit Count Rate Amount Supplies (DMR Envelopes) 23.28 23.28 Copies 216 0.20 43.20 Postage, Mailing, and Handling (5) 3.65 3.65 Roll Update & Processing (February & March 2021) 0.75 75.00 56.25 Records Retention 0.42 0.42 Preparation of Delq. Atty. Electronic Files 15.00 15.00 Meeting Travel Time/Mileage/Time (February 2021) 43.88 43.88 Wells Fargo Service Fees (1.01.20 to 12.31.20) 529.31 529.31 Thank you for your business. Total $714.99 13333 Northwest Freeway, Suite 620 IY Houston, TX 77040 e PH:713-900-2680 n www.bamunitax.com •Pd � o/.a-I erc. lios Jurlsdlction: MD2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Page 1 Delinquent Tax Roll 411 /2021 As of 3/31/2021 10:17AM Account No/Nance/Address Cad No/Prop erty Descr. 41390010020070 0000004263'27 Acreage:0.13180 Over65 No WILSON VALERIE F & NICHOLAS A MIDTOWN RESERVE PH 100, BLOCK 2, LOT 7, ACRES Veteran No 957 TOLEDO BEND DR .1318 Installment code N COLLEGE STATION, TX 77845-7277 TOLEDO BEND DR Due Mar. 2021 Due Apr. 2021 Due May. 2021 Year Stmt Date Delg Date Code Taxes Penalties Payments Del. P&I Due Del. P&l Due Del. P&1 Due 2020 10/ 112020 2/212021 403.90 0.00 0.00 36.35 440.25 44.43 448.33 52.51 456.41 41380010020090 000000426329 Acreage:0,16550 0ver65 No JIMENEZ PATSY D MIDTOWN RESERVE PH 100, BLOCK 2, LOT 9, ACRES Veteran No 953 TOLEDO BEND DR _1655 Installment Code N COLLEGE STATION, TX 77845-7277 TOLEDO BEND DR Due Mar. 2021 Due Aor. 2021 Due May. 2021 Year Strnt Date Delqq Date Code Taxes Penalties Payments Del. P&I Due Del. P&I Due Del. P&I Due 2020 10/112020 2>212021 413.68 0.00 0.00 37.23 450.91 45.50 459.18 53.78 467.46 41380010020110 000000428331 Acreage: 0.10840 Over 85 No COLLEGE STATION DOWNTOWN RESIDENTIAL LLC MIDTOWN RESERVE PH 100, BLOCK 2, LOT 11, ACRES Veteran No % GREENS PRAIRIE INVESTORS LTD 0.1084 Installment Code N 1645 GREENS PRAIRIE RD W STE 204 COLLEGE STATION, TX 77845-6414 MCQUEENY DR Due Mar. 2021 Due Aor. 2021 Due May. 2021 Year Stmt Date Detg Date Code Taxes Penalties Payments Del. P&I Due Del. P&I Due Del. P&I Due 2020 10/112020 2/2/202i 121.44 0.00 0.00 10.93 132.37 13.36 134.80 15.79 137.23 41380010030060 004000426342 Acreage: 0.10870 Over 65 No VILLANUEVA IVI SHEA & PATRICKJOEL MIDTOWN RESERVE PH 100, BLOCK 3, LOT 6, ACRES Veteran No 954 TOLEDO BEND DR .1087 Installment Code N COLLEGE STATION, TX 77845-7822 TOLEDO BEND DR Due Mar. 2021 Due Aor. 2021 Due May. 2021 Year Stmt Date Delp Date Code Taxes Penalties Payments Del. P&I Due Del. P&1 Due Del. P&1 Due 2020 10/1/2020 2/2/2021 434.10 0.00 0.00 39.07 473.17 47.75 481.85 56.43 490.53 Jurisdiction Totals (excludes Rollback Accounts] Year Tax Levy Base Taxes Due Penalties Due Del. P&I Due Atty Fee Due Escrow Amt otal Due Count % Collected 2017 19,962.78 0.00 0.00 0.00 0.00 0.00 0.00 0 100.00% 2018 49,461.25 0.00 0.00 0.00 0.00 0.00 0.00 0 100.00% 2019 73,299.93 0.00 0.00 0.00 0.00 0.00 0.00 0 100.00% 2020 117.676.134 1373.12 0.00 123.58 0.00 0.00 1,496.70 4 98.83% 1,373.12 0.00 123.58 0.00 0.00 1,496.70 4 Jurisdiction Rollback Accounts Totals Year Tax Levy Base Taxes Due Penalties Due Del. P&I Due Atty Fee Due fscr0w Amt Total Due Count 2017 5,306.29 0.00 0.00 0.00 0.00 0.00 0.00 0 100.00% 2018 5.305.09 0.00 0.00 0.00 0.00 0_00 0.00 0 100.00% 0.00 0.00 0.00 0.00 0.00 0 00 0 Report Prepared by B&A Municipal Tax ww w.bamunitax. corn Cyz,-ar 53-105 " (Rev.7-0913) COMPTROLLER OF PUBLIC ACCOUNTS UNCLAIMED PROPERTY HOLDER REPORTING SECTION 3/01/19 to 2/29/20 TEXAS REPORT OF UNCLAIMED PROPERTY PAGE 1 OF 1 Holder name Federal Employer Identification Number (FEIN) ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 !ten) no. I Property type Owner lest name Mailing address Date of last contact Owner driver's license number Property description OR FROM First name/middle initial City, state, ZIP code Periodic payments Owner Social Security Number (SSN) TO IOwner e-mail address 47-4717780 Title Country, if not U.S A Amount remitted to Comptroller COMPLETE ADDITIONAL OWNER BOXES (BELO WJ IF THERE IS MORE THAN ONE OWNER FOR THIS PROPERTY. Additional owner lest name First name/middle initial Additional owner title Additional owner SSN Additional owner last name First name/middle initial Additional owner title Additional owner SSN Item no I Properly type Owner last name Mailing address Date of last contacl Ownor driver's license number Properly description OR FROM Periodic payments TO Owner e-mail address Firstnamelmiddlc initial City, state. ZIP code Owner Social Security Number (SSN) Title Country, if not U,S A IAmount remilled to Comptroller $ COMPLETE ADDITIONAL OWNER BOXES (BELOW) IF THERE IS MORE THAN ONE OWNER FOR THIS PROPERTY Additional owner last name First name/middle initial Additional owner t0.1e Additional owner SSN Additional owner last name First name/middle initial Additional owner title Additional owner SSN Item no. I Property type Owner last name Mailing address Dale of last contact Ownei driver s license number Properly description OR rROM Periodic payments TO Owner e-mail address First name/middle initial City, stale, ZIP code Owner Social Security Number (SSN) Title Country, it not USA. Amount remitted to Comptroller COMPLETE ADDITIONAL OWNER BOXES (BELOW) IF THERE IS MORE THAN ONE OWNER FOR THIS PROPERTY. Additional owner last name First name/middle initial Additional owner title Additional owner SSN Addillonal owner last name First name/middle. initial Additional owner title Additional owner SSN IF LAST PAGE, ENTER GRAND TOTAL REMITTED $ 0.00 PAGE TOTAL $ 0.00 EXHIBIT "F" RESOLUTION AUTHORIZING AN ADDITIONAL PENALTY ON DELINOUENT REAL 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 33.07 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 taxes on taxes that become delinquent on or after February 1 of a year but not later than May 1 of that year and that remain delinquent on July 1 of the year in which they become delinquent; and WHEREAS, Section 33.08 of the Tax Code, as amended, provides that if the District imposes the additional penalty for collection costs under Section 33.07 of the Tax Code, as amended, and 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 taxes on taxes that become delinquent on or after June 1 of a year; and WHEREAS, said Section 6.30 provides that said compensation shall not exceed 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 of the Texas Tax Code, as amended, for the collection of delinquent taxes, penalty and interest. Section 2. District taxes that become delinquent on or after February 1 of a year but not later than May 1 of that year and that remain delinquent on July 1 of the year in which such taxes become delinquent shall incur an additional penalty of twenty percent (20%) on the amount of such taxes, penalty and interest to defray the costs of collection of said delinquent taxes, in accordance with Section 33.07 of the Tax Code, as amended. Section 3. District taxes that become delinquent on or after June 1 of a year shall incur an additional penalty of twenty percent (20%) of the amount of such taxes, penalty and interest on the first day of the first month that begins at least twenty-one (21) days after the date the notice of delinquency and penalty are sent, in accordance with Section 33.08 of the Tax Code, as amended. Section 4. 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 July 1. Section 5. The District's tax collector shall deliver a notice of delinquency and of the penalty imposed pursuant to Section 3 above to the property owner. Section 6. Notwithstanding any provision in this Resolution to the contrary, the additional penalty imposed hereunder shall not apply to delinquent personal property taxes which have incurred an additional penalty pursuant to that certain Resolution Authorizing An Additional Penalty on Delinquent Personal Property Taxes passed and approved by the District on the 14th day of January, 2021. PASSED AND ADOPTED this the 8th day of April, 2021. ATTEST: y, Board of Directors -2- ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors 486623_9 EXHIBIT "G" EHRA fz ENGINEERING THE FUTURE SINCE 1936 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ENGINEERING REPORT APRIL 2021 TBPE No. F-726 TBPLS No. 10092300 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 2. Midtown Reserve Phase 107 Board Action: Authorize advertisement of bidding for Midtown Reserve Phase 107. 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 ("'1'EC") Form 1295 and approval of any storm water permits. Board Action: None. EHRA Engineering 110011 Meadowglen Lane I Houston, Texas 77042 I t 713.784.4500 I f 713.784.4577 Rock Prairie Management District No. 2 April 2021 Page 2 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 11,C Form 1295, including: 1. Construction of on -site sanitary sewer trunk line by Greens Prairie Investors, Ltd. Contractor Greens Prairie Investors, Ltd. Contract Days 120 days Approved Extensions 0 days Contract Completion Date 8/30/2018 Date Approved Comment Contract Bid Amount $322,584.00 5/2/2018 Notice to Proceed Issued Quantity Adjustment (S53.337.33) 7/9/2020 Remove Dewateting Total Contract Amount $269,246.67 Pay Request No. 1 S242,322.00 7/9/2020 Pay Request No. 2 and Final $26.924.67 For Approval Total Pay Requests $269,246.67 Remaining on Contract $0.00 0.00% of Contract Remaining Board Action: Approve Pay Request No. 2 and Final. 2. Midtown Reserve, Phase 104 by Greens Prairie Investors, Ltd. Contractor Greens Prairie Investors, Ltd. Contract Days 160 days Approved Extensions 0 days Contract Completion Date Contract Bid Amount S471.65550 Total Contract Amount S471,655.50 Pay Request No. 1 and Final $471.656.00 Total Pay Requests S471,656.00 Remaining on Contract -$0.50 Date Approved Comment Notice to Proceed Issued For Approval Board Action: Approve Pay Request No. 1 and Final. 0.00% o of Contract Remaining EHRA FLIDA Fnninoorinn 11nn11 KAn3rInuunlnn I nno I uniictr n Tov3c 77f1A7 I t 711 7QA ASfVI I f 711 752A AC77 ENGINEERING THE FUTURE Rock Prairie Management District No. 2 April 2021 Page 3 3. Irrigation of Phase I Park Development by Green Teams, Inc. Contractor Contract Days Approved Extensions Contract Completion Date Contract Bid Amount Change Order No. 1 Change Order No. 2 Change Order No. 3 Total Contract Amount Pay Request No. 1 Pay Request No. 2 Total Pay Requests Remaining on Contract Green Teams, Inc. 45 0 5/10/2020 $435,305.00 $5,760.00 $5,756.00 S16.400.00 $463,221.00 $231,304.50 S 157.208.40 $388,512.90 $74,708.10 Construction is substantially complete. Board Action: None. days days Date Annroved 3/27/2020 9/10/2020 9/10/2020 9/10/2020 7/9/2020 9/10/2020 4. Midtown Reserve, Phase 105 by Greens Prairie Investors, Ltd. Contractor Contract Days Approved Extensions Contract Completion Date Contract Bid Amount Total Contract Amount Pay Request No. 1 and Final Total Pay Requests Remaining on Contract Greens Prairie Investors, Ltd. 150 0 10/4/2020 S1.961.787.50 $1,961,787.50 $1.961.787.50 $1,961,787.50 days days Comment Notice to Proceed Issued Sleeves & Meter Sieves & Irr. Heads Bore Under Road 16.13% of Contract Remaining Date Annroved 5/7/2020 For Approval Comment Notice to Proceed Issued $0.00 0.00% of Contract Remaining Board Action: Approve Pay Request No. 1 and Final. EHRA FI-IDA Fnninnnrinn 1111111 AAovinumlon I nno 1 tinndnn Tovne 7711A7 1 t 71 Z 7PA ACM I f 712 7PA AC77 ENGINEERING THE FUTURE Rock Prairie Management District No. 2 April 2021 Page 4 5. Midtown Reserve, Phase 106 by Greens Prairie Investors, Ltd. Contractor Greens Prairie Investors, Ltd. Contract Days 160 days Approved Extensions 0 days Contract Completion Date Contract Bid Amount S684.947.80 Total Contract Amount $684,947.80 Total Pay Requests $0.00 Remaining on Contract $684,947.80 Board Action: None. Date Anoroved Comment 100.00% of Contract Remaining 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. 1. Special Warranty Deed from College Station Town Center, Inc. relative to detention pond site. Board Action: Approve Special Warranty Deed. e. Status of acceptance by the City of College Station, Texas for maintenance of streets. 1. Town Lake Drive, formerly Bird Pond Road. Board Action: None. EHRA FIJDd Fnninonrinn 11nn11 IAn,rin*,,,I n I,nn 1 Ianiictnn Tnv,c7711A7 I t7117RA ACnn I f71179A AC77 ENGINEERING THE FUTURE EXHIBIT "H" INTERLOCAL AGREEMENT BETWEEN THE CITY OF COLLEGE STATION AND ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THE STATE OF TEXAS COUNTY OF BRAZOS THIS INTERLOCAL AGREEMENT ("Agreement") is by and between the CITY OF COLLEGE STATION, TEXAS (the "City"), a municipal corporation and home -rule city located in Brazos County, Texas, and ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District"), a political subdivision of the State of Texas created by an Act of the 83rd Texas Legislature under the terms and provisions of Article III, Sections 52 and 52-a and Article XVI, Section 59 of the Texas Constitution, and operating pursuant to Chapter 3909, Special District Local Laws Code and Chapter 375, Texas Local Government Code, as amended. The City and the District are collectively referred to herein as the "Parties," and each individually referred to as “Party.” WHEREAS, the Parties are both political subdivisions of the State of Texas and are authorized by the Interlocal Cooperation Act, Texas Government Code, Chapter 791, to enter into a joint agreement for the performance of certain governmental functions or services; and WHEREAS, the District is authorized by Chapter 3909, Special District Local Laws Code, as amended (the "Act"), to promote the health, safety, welfare and enjoyment of the public by providing, among other things, water, wastewater, drainage, parking, recreational and road facilities; and WHEREAS, the District was created to provide certain improvements and services to the land and other property located therein, as well as to promote, develop, encourage and maintain employment, commerce, transportation, housing, tourism, recreation, the arts, entertainment, economic development, safety and the public welfare within the District; and WHEREAS, the District is further authorized by the Act and the provisions of Chapter 375, Local Government Code, as amended, to undertake certain improvement projects, which may consist of the construction, acquisition, improvement, relocation, operation, maintenance, or provision of, among other things: landscaping; lighting, banners, and signs; streets and sidewalks; pedestrian skywalks, crosswalks, and tunnels; marinas, pedestrian malls; parks, plazas, lakes, rivers, bayous, ponds, and recreation and scenic areas; historic areas; fountains; works of art; and other similar improvements; and WHEREAS, each Party is authorized to individually perform certain governmental functions and services related to public health and welfare and other governmental functions in which the contracting Parties are mutually interested; and WHEREAS, in furtherance of its purpose, the District or the District's developer will construct dedicated park(s) on land within the boundaries of the District, and on any land that is annexed into the boundaries of the District with the consent of the City; and WHEREAS, the Park (hereinafter defined) will be developed by the District and/or the District's developer and dedicated to the City through the standard development and dedication process; and WHEREAS, the Park will be maintained for the enjoyment and benefit of the residents of the City, residents of the District and the general public (collectively, the "Benefited Parties"); and WHEREAS, the District may also employ a person or company to actively program events and activities in the Park; and WHEREAS, the City and the District have determined that it is in the best interest of each Party to enter into this Agreement pursuant to which the City and the District agree that the District shall use, operate, and maintain the Park and the Park Facilities (hereinafter defined); and NOW, THEREFORE for and in consideration of the mutual promises, covenants, and benefits herein set forth; the City and the District do hereby contract and agree as follows: GENERAL TERMS AND CONDITIONS 1. Incorporation of Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of. this Agreement. 2, Term. The initial tern of this Agreement is for Fifty (50) years after the Effective Date. This Agreement, with the mutual written consent of both Parties may be renewed for one (1) additional consecutive Fifty (50) year terms for a total of one hundred (100) years. 3. Termination. Either Party may terminate this Agreement for cause or convenience after providing the other Party 180 days' written notice. 4. Park Dedication. The District or District's developer will dedicate parkland as required per the City's Unified Development Ordinance through the development process to include neighborhood parlc(s) and/or community park(s), as generally depicted on Exhibit "A" attached hereto and incorporated herein (collectively, the "Park"). All dedications will become public parkland owned by the City. As required, all development plans, including amenities and equipment, must be approved by the City. 5. Park Oneratiou and Maintenance. (a) Subject to the terms and conditions set forth in this Agreement, the City hereby grants to the District the right to operate and maintain the Park and related facilities, and the District hereby agrees to operate and maintain the Park and related facilities, including those recreational improvements and facilities permitted under the Act and Chapter 375, Local Government Code, as amended (the "Park Facilities"). The City and District agree that the "Park Facilities" shall include any water well constructed and operated in the Park for irrigation purposes (the "Well"), including irrigation, filling and refilling of the ponds and lakes in the Park, to serve the Park, Park Facilities and other recreational areas within the District. The Parties agree that the District will operate the Well and have the right to use the water produced from the Well in order to serve the Park, Park Facilities and other recreational areas within the District at no additional cost to the District other than regulatory permit fees associated therewith. (b) The District agrees at its sole cost and expense (i) to perform the day-to-day operation and maintenance of the Park and the Park Facilities, including, without limitation, seeding, watering and maintenance of all landscaped areas, pruning and cutting all trees and shrubbery, removing all trash and debris; and painting or other external care of all buildings and improvements in a manner and with such frequency as is consistent with safety and good property management, and to present at all times the appearance of a neat, attractive and well - kept area, (ii) to keep the Park and the Park Facilities in good repair, (iii) to replace Park Facilities worn by ordinary use with sirnilar or upgraded facilities as reasonably necessary; provided that such replacement costs do not exceed $50,000.00 (collectively, "Ordinary Repairs and Maintenance"), and (iv) to contract with and determine consultants and vendors necessary for the operation and maintenance described in this Agreement. The Park shall be maintained to meet required City maintenance standards for City parks. (c) The District shall be responsible for all Ordinary Repairs and Maintenance. The City must approve, in writing, and prior to installation or replacement of any equipment installed in the Park and the City must review and approve in writing the construction plans prior to construction. Any changes to equipment during maintenance must be approved in writing by the City. (d) Any repairs, modifications or replacement of the Park and/or Park Facilities outside the scope of the Ordinary Repairs and Maintenance (collectively, "Major Repairs") shall be shared equally between the City and the District. The City must approve, in writing, any and all repairs, modifications, or replacement of the Park and/or Park Facilities outside the scope of Ordinary Repairs and Maintenance and prior to any such repair, modification, or replacement being made. Notwithstanding the foregoing, any repair, maintenance and/or replacement of the lake in the Park and the Well shall be solely the responsibility of the District. (e) The City has the right to perform routine inspections of the Park and Park Facilities. (f) The District agrees that it shall not perform any act or permit any activity that could materially diminish the value of the Park or the Park Facilities. The District further agrees to perform all acts necessary to preserve and protect the value of the Park and the Park Facilities and to utilize the Park and the Park Facilities in furtherance of the provision of recreation and beautification of the Park. The District agrees that all Park activity and programming shall be conducted in a manner consistent and promotes the well-being of the City's citizens and the general public. (g) Each party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying party. 6. Access to the Park and Park Facilities. The City hereby grants to the District, its representatives, contractors, agents and employees, a non-exclusive easement in and to the Park and the Park Facilities for the purpose of performing its obligations under this Agreement. The Park shall be open to the Benefited Parties for outdoor recreational purposes, and the District shall not restrict access to the Park or the Park Facilities or the use thereof on the basis of race, color, sex, national origin, or location of residence. 7. Park Proa,rammina. If necessary, the District at its sole cost will design and implement Park programming for the Park and coordinate for City approval. Any event shall meet all City ordinances and/or County ordinances, including but not limited to, any requirement for a special event permit. 8. Park Revenue, The District shall have the right to receive any and all revenues collected from all District programming and activities held at the Park and Park Facilities. All revenue received from District Park programs shall only be expended. for Park purposes. The District upon written request shall provide the City within thirty (30) days an accounting of all funds received and spent from District Park Programming. District shall establish and maintain a reasonable accounting system that enables City to readily identify revenue and costs associated with Park programs. City shall have the right to audit, to examine, and to make copies of all financial and related records pertaining to this Agreement. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, City may terminate this Agreement with seven (7) days written notice and recoup the costs of the audit work from the District. 9. Insurance. The District shall, at its sole cost and expense, procure and maintain, during the term of this Agreement, comprehensive general public Iiability insurance against claims for personal injury, death, or property damage occurring in, upon, or about the Park and. the Park Facilities or relating to or arising out of the construction, operation, maintenance, or management of the Park and the Park Facilities. The types and amounts of coverage shall be comparable to those maintained by the City or the District for other parks it owns or operates, and shall be sufficient to fully cover the replacement value of the Park Facilities, The City shall be namedas an additional insured therein and shall be provided with proof of such insurance upon execution of this Agreement and subsequently upon request. The District shall provide the City with thirty (30) days prior written notice of any amendment to or cancellation of any insurance policy. 10. Indemnification. Subject to the limitations as to damages and liability under the Texas Tort Claims Act, and without waiving its governmental immunity, the City and District agree to hold harmless the other Party, its governing board, officers, agents and employees for any liability, loss, damages, claims or causes of action caused, or asserted to be caused, directly or indirectly by the other Party, or any of its officers, agents or employees as a result of its performance under this Agreement. 11. Amendment. The terms and conditions of this Agreement may be amended upon the mutual written consent of both Parties. Mutual consent will be demonstrated approval of the governing body of each Party hereto. No modification to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both Parties. 1.2. Utilities for the Park and Park Facilities. The District shall pay, or cause to be paid the cost of all utilities furnished to the Park and the Park Facilities, including but not limited to, electricity, gas, water, sewer and telephone and interne services. The District reserves the right to contest the validity or amount of any such utilities, and defer payment of any amounts disputed in good faith pending such contest. 13. No Assienznent. Except as otherwise provided below, this Agreement may not be assigned by either Party hereto without the prior written consent of the non -assigning Party. 14. Choice of Law and Venue. This Agreement is governed in accordance with the laws of the State of Texas. Venue shall be in Brazos County, Texas. 15. Severabilitv. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions, and in lieu of each provision that is invalid, illegal or unenforceable, there shall be added a new provision to this Agreement as similar in terms to such invalid, illegal, or unenforceable provision as may be possible and yet be valid, legal and enforceable, by means of good faith negotiation by the Parties to this Agreement or by reform by a court of competent jurisdiction. 16. Waiver. Failure of any Party, at any time, to enforce a provision of this Agreement, in no way constitutes a waiver of that provision, nor in anyway affects the validity of this Agreement, any part of this Agreement, or the right of the Party thereafter to enforce each and every provision of this Agreement. No term of this Agreement will be deemed waived or breach excused unless such waiver is in writing and signed by the Party claiming to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 17. Headinas. The section headings of this Agreement are for convenience and shall neither amplify nor detract from the text of this Agreement. 18. No Third Party Beneficiaries. This Agreement is not intended to create and does not create any rights in or benefits to any third party. The City and District will act independently in carrying out their respective obligations under this Agreement, and neither Party confers any rights or assumes any responsibility to a third party in connection with this Agreement. 19. Relation of Parties. It is the intention of the Parties that District is independent of the City and not an employee, agent, joint venturer, or partner of City and nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee, agent, joint venturer or partner, between District and City or City and any of the District's representatives. 20, Notice. Notice which shall or may be given in accordance with the terms of this Agreement, shall be in writing and shall be hand delivered by expedited delivery service with proof of delivery, sent by United States mail, registered or certified, adequate postage prepaid, return receipt requested, or by electronic transmission, addressed to the following Parties: If to the City: If to the District: City of College Station Economic Development Department P.O. Box 9960 College Station, TX 77542-9960Te1ephone: 979.764-3423 Email address: anettles@cstx.gov Rock Prairie Management District No. 2 c/o Schwartz, Page & Harding, L.L.P. 1300 Post Oak Boulevard, Suite 1400 Houston, Texas 77056 Attn: President, Board of Directors Telephone: (713) 623-4531 Email address: ccoleesnhlln.com Each Party shall have the right to change its address for purposes of notice and to substitute the parties to receive copies of such notice, by giving notice as provided in this Section. Each notice given under this Agreement shall be deemed received and effective on the third (3rd) day after deposit in the U.S. mail, if mailed; upon actual delivery, if hand delivered; or upon confirmation of receipt thereof if sent by electronic transmission. 21. Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. No oralunderstandings, statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. [SIGNATURES COMMENCE ON FOLLOWING PAGE] IN WITNESS WHEREOF, this Agreement has been executed in multiple counterparts, each of equal dignity, as of the Effective Date. THE CITY OF COLLEGE STATION, TEXAS APPROVE AS TO FORM: City A rney STATE OF TEXAS COUNTY OF BRAZOS This instrument was acknowledged on A p f- ► i C3 , 2021, by {Aar. 11 M Q e r e , M Q,, or of City of College Station, Texas, on behalf of the City. IAN WHITTENTON t 12946552.2 !r Notary Public. State of Texas My Commission Expires • June'20, 2021 Notary Public, to of Texas ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: STATE OF TEXAS COUNTY OF BRAZOS § Uri Geva President, Board of Directors This instrument was acknowledged before me on this f /-A, day ofi r Af-a- 2021, by Uri Geva, President of the Board of Directors of Rock Prairie Management District No. 2, a political subdivision of the State of Texas, on behalf of said political subdivision. JULIA M. KiME NOTARY ID #90290.0 My Commission Expires November 29, 2022 AFTER RECORDING RETURN TO: Rock Prairie Management District No. 2 c/o Schwartz, Page & Harding, L.L.P. 1300 Post Oak Boulevard, Suite 1400 Houston, Texas 77056 3 ATV KRAIq. r f/L4 f, .� .1 95/98 / (� l � (r •\•.V/ I'}tSE404 J • r r P1Li E r lx,._• 1 / ) ! r SHEET INDEX LEOEND • Ns r !/ a Vanua' 3.1:2 lira. vat CC Peal. V IIC an MI Otaltal PP. Mil 1.C• Mew. 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