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HomeMy WebLinkAbout10/12/2023 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS October 12, 2023 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on October 12, 2023, at 4121 State Highway 6 South, College Station, Texas 77845, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted members of said Board of Directors, as follows: Uri Geva — President Hays Glover — Vice President Logan Lee — Assistant Vice President Mark Lindemulder —Secretary Samuel "Kit" Kerbel — Assistant Secretary and all of said persons were present, except Directors Glover and Kerbel, thus constituting a quorum. Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Denise Oppenheimer of Municipal Accounts & Consulting, L.P. ("MAC"); Robert Atkinson of EHRA Engineering ("EHRA"); Avik Bonnerjee of B&A Municipal Tax Service, LLC ("B&A"); Anthea Moran of Masterson Advisors LLC ("Masterson"); Stacy Vasquez of the City of College Station (the "City"); and Christina Cole of Schwartz, Page & Harding, L.L.P. ("SPH"). The President called the meeting to order and declared same open for such business as might properly come before it. Ms. Cole informed the participants that, in accordance with the requirements of the City's Resolution No. 07-09-15-02 consenting to the creation of the District, the meeting would be recorded, and requested that participants speak clearly, including when making or seconding a motion. PUBLIC COMMENTS The Board began by opening the meeting for public comments. There were no comments from members of the public. APPROVAL OF MINUTES The Board next considered approval of the minutes of its meeting held on September 14, 2023. After review and discussion, Director Geva moved that the minutes for said Board meeting be approved, as written. Director Lindemulder seconded said motion, which unanimously carried. PUBLIC HEARING REGARDING ADOPTION OF THE DISTRICT'S 2023 TAX RATE AND LEVY OF THE DISTRICT'S 2023 TAX RATE The Board conducted a hearing regarding the imposition of debt service and maintenance taxes for 2023. Mr. Bonnerjee confirmed that notice of the hearing was duly published in The Eagle, as provided by law. It was noted that no taxpayers appeared at the hearing. Upon motion by Director Lee, seconded by Director Geva and unanimously carried, the hearing was closed. The Board then discussed the setting of the 2023 tax rate. After discussion on the matter, Director Lee moved that: (i) the Board adopt the tax rate as proposed at the District's September 14, 2023, meeting and as reflected in the notice published by B&A; (ii) the Board levy a 2023 debt service tax rate of $0.32 per $100 of valuation, and a 2023 maintenance tax rate of $0.18 per $100 of valuation, resulting in a total 2023 tax rate of $0.50 per $100 of valuation; (iii) the Order Levying Taxes attached hereto as Exhibit A be adopted in connection therewith, and that the President be authorized to execute and the Secretary to attest same on behalf of the Board and the District; and (iv) SPH be authorized to provide the City with notice of the adoption of such tax rate in accordance with the City's ordinance consenting to the creation of the District. Director Geva seconded said motion, which carried unanimously. AMENDMENT TO THE FIRST AMENDED AND RESTATED DISTRICT INFORMATION FORM RELATIVE TO THE DISTRICT'S 2023 TAX RATE Ms. Cole presented and discussed with the Board an Amendment to the First Amended and Restated District Information Form relative to the District's 2023 tax rate. After discussion regarding said Form, Director Lee moved that the Amendment to the First Amended and Restated District Information Form be approved and that the Board members present be authorized to execute same on behalf of the Board and the District. Director Geva seconded said motion, which carried unanimously. RESOLUTION REOUESTING APPRAISAL OF PROPERTY Ms. Cole advised the Board that Masterson has requested that the Board consider adoption of a Resolution Authorizing Request to Brazos Central Appraisal District for Appraisal of Property as of December 15, 2023, a copy of which Resolution is attached hereto as Exhibit B. After discussion, Director Lindemulder moved that the Board adopt the Resolution Authorizing Request to Brazos Central Appraisal District for Appraisal of Property, as discussed. Director Geva seconded the motion, which unanimously carried. BOOKKEEPING REPORT Ms. Oppenheimer presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit C, including checks presented therein for payment. Ms. Oppenheimer also presented and reviewed with the Board a Quarterly Investment Report prepared by MAC for the reporting period ended August 31, 2023, a copy of which is attached to the Bookkeeping Report (Exhibit A). 2 698632 Following review and discussion, Director Geva moved that (i) the Bookkeeping Report be approved and the checks presented therein be approved for payment, and (ii) the Quarterly Investment Report be approved and the District's Investment Officer be authorized to execute same on behalf of the District. Director Lee seconded the motion, which unanimously carried. ANNUAL REVIEW OF ORDER ESTABLISHING POLICY FOR INVESTMENT OF, DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER, The Board considered the review of its Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Investment Policy"), and the adoption of a Resolution in connection therewith. Ms. Cole discussed the proposed amendments to the Investment Policy and presented for the Board's review an amended Investment Policy and a Resolution Regarding Review of Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Resolution"). Following discussion, Director Geva moved that the amended Investment Policy be approved to reflect the proposed changes, that the Board adopt the Resolution and that the President and Secretary be authorized to execute and attest the Investment Policy and the Resolution on behalf of the Board and the District. Director Lindemulder seconded said motion, which unanimously carried. The Resolution and Investment Policy adopted are attached hereto as Exhibit D. TAX ASSESSOR/COLLECTORS REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor -Collector Report for the month ending September 30, 2023, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit E. After discussion, Director Lindemulder moved that the Tax Assessor/Collector Report be approved and that the checks identified therein be approved for payment. Director Geva seconded said motion, which unanimously carried. ENGINEERING REPORT Mr. Atkinson presented to and reviewed with the Board an Engineering Report dated October 2023, a copy of which is attached hereto as Exhibit F. Following discussion, Director Lindemulder moved to (i) concur in the payment and approval of the pay estimate as set forth in the Engineer's Report, and (ii) concur in College Station Downtown Residential's ("CSDR") award of a construction contract for Midtown City Center Subdivision Phase 111, to the low bidder, Greens Prairie Investors, Ltd., in the amount of $291,706.40, subject to the District's attorneys' review of the payment and performance bonds and insurance certificates submitted in connection with the contracts to determine conformance with the requirements of the bid specifications, the Texas Insurance Code, the rules of the Texas Commission on Environmental Quality and the Texas Water Code. Director Geva seconded the motion, which unanimously carried. 3 698632 RESOLUTION AUTHORIZING USE OF SURPLUS ROAD CONSTRUCTION FUNDS, Mr. Cole presented to and reviewed with the Board an audit of a payment to be made to CSDR out of surplus road construction funds, prepared by FORVIS, LLP, a copy of which is attached hereto as Exhibit G. Ms. Cole then presented to and reviewed with the Board a Resolution Authorizing Use of Surplus Road Construction Funds and Interest Earned on Road Bond Construction Funds ("Surplus Funds Resolution") in accordance with such audit. Following discussion, Director Geva moved to (i) approve the audit as presented, (ii) adopt the Surplus Funds Resolution, and (iii) authorize the payment of $64,000.00 in surplus road construction funds to CSDR, subject to receipt of an executed Receipt from CSDR. Director Lee seconded the motion, which unanimously carried. A copy of the Surplus Funds Resolution thus adopted is attached hereto as Exhibit H. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. ATTORNEY'S REPORT The Board considered the Attorney's Report. Ms. Cole advised the Board that she had nothing of a legal nature to discuss with the Board that was not already covered under previous agenda items. Ms. Cole noted that the next meeting of the Board will be held on January 11, 2024, at 2:00 p.m. FUTURE AGENDA ITEMS The Board considered items for placement on future agendas. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Lee, seconded by Director Lindemulder, and unanimously carried, the meeting was adjourned. 4 698632 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of October 12, 2023 Exhibit A Order Levying Taxes Exhibit B Resolution Requesting Appraisal of Property Exhibit C Bookkeeping Report Exhibit D Resolution Regarding Annual Review and Order Establishing Policy for Investment of District Funds and Appointing Investment Officer Exhibit E Tax Assessor/Collector Reports Exhibit F Engineering Report Exhibit G Audit of Surplus Road Construction Funds and Interest Earned on Road Bond Construction Funds Exhibit H Resolution Authorizing Use of Surplus Road Construction Funds and Interest Earned on Road Bond Construction Funds 5 698632 EXHIBIT "A" ORDER LEVYING TAXES WHEREAS, Rock Prairie Management District No. 2 (the "District") has heretofore issued bonds, payable in whole or in part from taxes, for the purposes of financing road facilities ("Road Bonds"), and certain of such bonds remain outstanding and unpaid; and WHEREAS, the order or orders authorizing the issuance of such bonds authorize a levy of an ad valorem tax for the purpose of providing interest and principal payments on such bonds, while any part of said principal or interest remains outstanding and unpaid; and WHEREAS, the District is authorized to levy a maximum total maintenance tax not to exceed $1.00 per each $100 of assessed valuation within the District in order to pay operation, maintenance and administrative expenses, including those related to recreational facilities in accordance with applicable law; and WHEREAS, it is necessary for the Board of Directors of the District to fix a specific rate of tax to be levied for the tax year 2023, based on the District's tax rolls for 2023, which have been prepared and certified by the Brazos Central Appraisal District. Now, Therefore; BE IT ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT: Section 1: There is hereby levied an ad valorem tax of $0.32 on each $100 of assessed valuation of taxable property within the District, for the tax year 2023, for the purpose of providing interest and principal payments on the District's bonds. Section 2: There is hereby levied an ad valorem maintenance tax of $0.18 on each $100 of assessed valuation of taxable property within the District for the tax year 2023, for the purpose of providing funds for the payment of operation, maintenance and administrative expenses of the District and other purposes as allowed by law. Section 3: The District's tax assessor -collector is hereby authorized to collect the taxes of the District. Section 4: The taxes levied hereby shall become due and payable upon the receipt of the tax bill unless otherwise specifically provided by law and shall be paid on or before the 31 st day of January, 2024. All taxes not paid before February 1, 2024, shall become delinquent on that date, and there shall be added thereto such penalties, interest, court costs, expenses of foreclosure sales, attorneys' fees and other expenses as are provided by law. Section 5: The District's tax assessor collector and bookkeeper are hereby directed to deposit, from time to time, as collected, 100% of the taxes levied pursuant to Section 1 hereof, and any related penalties and interest thereon and collection expenses recovered in respect thereof, to the credit of that certain Bond Fund Road Bond Account within the Bond Fund, as defined in and created pursuant to the orders authorizing the issuance of the Road Bonds. PASSED AND ADOPTED this the 12th day of October, 2023. ATTEST: 7.11( Secretary, Board o Directors ■.NTdfri� s 4' \- v : S :•o� 4d . 1, $ alortiIIIU -2- President, Board of Directors 499236-10 EXHIBIT "B" RESOLUTION AUTHORIZING REQUEST TO BRAZOS CENTRAL APPRAISAL DISTRICT FOR APPRAISAL OF PROPERTY. WHEREAS, the Board of Directors of Rock Prairie Management District No. 2 (the "District") is considering the issuance of bonds of the District; and WHEREAS, the District now requires an estimate of appraised value for properties located within the boundaries of the District as of December 15, 2023; and WHEREAS, Chapter 25, Section 25.18 of the Texas Tax Code ("Code"), as amended, provides that a taxing unit by resolution adopted by its governing body may require the appraisal office to appraise all property within the unit as of a date specified in the resolution. Now, Therefore; BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, THAT: Section 1: The District hereby requests that the Brazos Central Appraisal District conduct an appraisal of property located within the boundaries of the District as of December 15, 2023. Section 2: The District be provided with five (5) copies of such estimate of appraised value as of December 15, 2023, certified by the chief appraiser of said appraisal district. Section 3: The District be provided with such certificate of assessed value as of August 1, 2023, on or before thirty (30) days from the date of receipt hereof in accordance with Section 25.18(c) of the Code. Section 4: The District be charged with all costs incurred by said appraisal district in conducting the appraisal herein requested. PASSED AND ADOPTED this 12th day of October, 2023. ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors 573559 EXHIBIT "C" MUNICIPAL ACCOUNTS CONSULTING, L.P. Bookkeeper's Report I October 12, 2023 Rock Prairie Management District No. 2 WEBSITE www.municipalaccounts.com I ADDRESS 611 Longmire Rd Suite 1 Conroe, Texas 77304 11 CONTACT Phone: 936.756.1644 Fax: 936.756.1844 7hiIS PAGE INTENTIONALLY LEFT BLANK Monthly Financial Summary - General Operating Fund Rock Prairie MD No. 2 - GOF Account Balance Summary Overall Revenues & Expenditures By Month (Year to Date) Balance as of 09/15/2023 ($47,605) Current Year Revenues Prior Year Revenues Current Year Expenditures ----- Prior Year Expenditures Receipts 49,924 $80K $60K Disbursements (17,497) $40K Balance as of 10/12/2023 ($15,178) September 2023 Revenues Actual Budget $71,325 $16,341 Expenditures Actual Budget $16,357 $18,360 Over/(Under) $54,984 Over/(Under) ($2,003) $20K $0K Jul < 1 11 •. 4 ry. , i r 1 r i ? S .x r 1 + i '/ i 1 1 f +!__`.`t 1 t `'ti '1 +4.r + i ' -;:.: i 12 k� s Sep Nov Jan Mar May Jun Aug Oct Dec Feb Apr June 2023 - September 2023 (Year to Date) Revenues Actual Budget $93,940 $18,623 Expenditures Actual Budget $96,893 $94,910 Operating Fund Reserve Coverage Ratio (In Months) 4 3 2 1 0 3.9 1.2 3.9 2.2 07 19 1.8 0.4 Over/(Under) $75,317 Over/(Under) $1,983 Oct 22 Nov 22 Dec 22 Jan 23 Feb 23 Mar 23 Apr 23 May 23 Jun 23 Jul 23 Aug 23 Sep 23 2 General Operating Fund Cash Flow Report - Checking Account Rock Prairie MD No. 2 - GOF Number Balance as of 09/15/2023 Receipts Name Maintenance Tax Collections Maintenance Tax Collections Developer Advance Wire Transfer - From CPF (Series 2023 Road) Memo Amount Balance ($47,604.65) 1,210.34 114.79 48,000.00 599.34 Total Receipts $49,924.47 Disbursements 2113 Greener Images 2114 B&A Municipal Tax Service 2115 2116 2117 2118 Svc Chg EHRA Engineering Municipal Accounts & Consulting, LP Schwartz, Page & Harding, L.L.P. Greener Images Central Bank Total Disbursements Balance as of 10/12/2023 Mowing & Repairs SB2 Compliance - 2 Months Engineering Fees Bookkeeping Fees Legal Fees Mowing & Repair Service Charge (8,532.59) (500.00) (730.00) (569.71) (7,160.05) 0.00 (5.00) ($17,497.35) ($15,177.53) CENTRAL BANK - CHECKING - 1#XXXX6508 i General operating Fund Actual vs. Budget Comparison Rock Prairie MD No. 2 - GOF �4d September 2023 June 2023 - September 2023 Over/ Over/ Annual Actual Budget (Under) Actual Budget (Under) Budget Revenues Property Tax Revenue 14301 Maintenance Tax Collections 1,325 1,325 0 3,607 3,607 0 221,044 Total Property Tax Revenue 1,325 1,325 0 3,607 3,607 0 221,044 Developer Advance 14901 Developer Advance 70,000 15,016 54,984 70,000 15,016 54,984 15,016 Total Developer Advance 70,000 15,016 54,984 70,000 15,016 54,984 15,016 Total Revenues 71,325 16,341 54,984 73,607 18,623 54,984 236,060 Expenditures Water Service 16105 Maintenance & Repairs - Water 1,832 0 1,832 13,865 0 13,865 0 Total Water Service 1,832 0 1,832 13,865 0 13,865 0 Parks & Recreation Service 16603 Mowing - Parks 6,565 6,330 235 32,285 33,290 (1,005) 75,000 Total Parks & Recreation Service 6,565 6,330 235 32,285 33,290 (1,005) 75,000 Administrative Service 16703 Legal Fees 6,591 5,000 1,591 16,411 20,000 (3,589) 60,000 16705 Auditing Fees 0 0 0 12,600 13,500 (900) 13,500 16706 Engineering Fees 0 3,083 (3,083) 2,055 12,333 (10,278) 37,000 16712 Bookkeeping Fees 558 3,042 (2,483) 10,858 12,167 (1,308) 36,500 16713 Legal Notices & Other Publ. 0 83 (83) 0 333 (333) 1,000 16714 Printing & Office Supplies 104 167 (62) 641 667 (26) 2,000 16715 Filing Fees 0 17 (17) 109 67 42 200 16716 Delivery Expense 0 13 (13) 114 50 64 150 16717 Postage 3 11 (8) 16 43 (28) 130 16718 Insurance & Surety Bond 0 0 0 0 0 0 3,200 16722 Bank Service Charge 5 40 (35) 55 160 (105) 480 16723 Travel Expense 116 100 16 382 400 (18) 1,200 16737 SB 2 Expenses 250 250 0 1,000 1,000 0 3,000 Total Administrative Service 7,628 11,805 (4,177) 44,240 60,720 (16,480) 158,360 Other Expense 17802 Miscellaneous Expense 332 225 107 6,503 900 5,603 2,700 Total Other Expense 332 225 107 6,503 900 5,603 2,700 Total Expenditures 16,357 18,360 (2,003) 96,893 94,910 1,983 236,060 Total Revenues (Expenditures) 54,968 (2,019) 56,987 (23,286) (76,287) 53,001 0 a General Operating Fund Actual vs. Budget Comparison Rock Prairie MD No. 2 - GOF rd September 2023 June 2023 - September 2023 Over/ Over/ Annual Actual Budget (Under) Actual Budget (Under) Budget Other Revenues Extra Ordinary Revenue 15902 Transfer From Capital Projects 0 0 0 20,333 0 20,333 0 Total Extra Ordinary Revenue 0 0 0 20,333 0 20,333 0 Total Other Revenues 0 0 0 20,333 0 20,333 0 Total Other Revenues (Expenditures) 0 0 0 20,333 0 20,333 0 Excess Revenues (Expenditures) 54,968 (2,019) 56,987 (2,953) (76,287) 73,334 0 General Operating Fund Balance Sheet as of 09/30/2023 Rock Prairie MD Na. 2 - GOF �4d Assets Bank 11101 Cash in Bank $1,715 Total Bank $1,715 Receivables 11303 Maintenance Tax Receivable $3,175 Total Receivables $3,175 Interfund Receivables 11401 Due From Capital Projects $599 11403 Due From Tax Account (11,341) Total Interfund Receivables ($10,741) Total Assets ($5,851) Liabilities & Equity Liabilities Accounts Payable 12101 Accounts Payable $17,242 Total Accounts Payable $17,242 Deferrals 12502 Deferred Inflows Property Taxes $3,175 Total Deferrals $3,175 Total Liabilities $20,417 Equity Unassigned Fund Balance 13101 Unassigned Fund Balance ($23,315) Total Unassigned Fund Balance ($23,315) Net Income ($2,953) Total Equity ($26,268) Total Liabilities & Equity ($5,851) 6 General Operating Fund Monthly Financial Summary - Capital Projects Fund Rock Prairie MD Na. 2 - CPF Account Balance Summary Overall Revenues & Expenditures By Month (Year to Date) Balance as of 09/15/2023 $65,957 - .-- Current Year Revenues --.-- Prior Year Revenues --- Current Year Expenditures ----- Prior Year Expenditures Receipts 279 $2.5M $2.OM Disbursements (599) $1.5M $1.OM I I \ Balance as of 10/12/2023 $65,637 $0.5M $0.OM - - --------_..-lp...-4..._-11e_--� ($0.5M) Jul Sep Nov Jan Mar May Jun Aug Oct Dec Feb Apr Account Balance By Month I October 2022 - September 2023 CAPITAL PROJECTS FUND $200.00K $150.00K $100.00K $50.00K $0.00K Oct 22 Nov 22 Dec 22 Jan 23 Feb 23 Mar 23 Apr 23 May 23 Jun 23 Jul 23 Aug 23 Sep 23 7 Capitat Projects Fund ()istrict Debt Summary as of 10/1212023 ock Prairie M❑ No. 2 - DSF Total $ Authorized $178.00M Total $ Issued $6.75M Yrs to Mat Rating 26 AA WATER, SEWER, PARK/ROAD/OTHER REFUNDING DRAINAGE Authorized Authorized Authorized $71.40M $106.60M $178.00M Issued Issued Issued N/A $6.75M N/A $ Available To Issue $71.40M $ Available To Issue $99.85M $ Available To Issue $178.00M *Actual 'Outstanding' Refunding Bonds issued below may differ from the 'Issued' total above pursuant to Chapter 1207, Texas Government Code. Outstanding Debt Breakdown Series Issued 2023 - Road 2022 - Road 2021 - Road Total Original Bonds Issued $1,750,000 $2,500,000 $2,500,000 $6,750,000 Maturity Date 2050 2050 2050 Principal Outstanding $1,750,000 $2,500,000 $2,370,000 $6,620,000 8 ❑istrict Debt Summary District Debt Schedule Rock Prairie MD No. 2 - DSF41. Paying Agent Series Principal Interest Total Bank of New York 2023 - Road $0.00 $57,887.50 $57,887.50 Bank of New York 2022 - Road $0.00 $60,312.50 $60,312.50 Bank of New York 2021 - Road $0.00 $30,762.50 $30,762.50 Total Due 03/01/2024 $0.00 $148,962.50 $148,962.50 Paying Agent Series Principal Interest Total Bank of New York 2023 - Road $0.00 $39,468.75 $39,468.75 Bank of New York 2022 - Road $60,000.00 $60,312.50 $120,312.50 Bank of New York 2021 - Road $65,000.00 $30,762.50 $95,762.50 Total Due 09/01/2024 $125,000.00 $130,543.75 $255,543.75 9 District Debt Schedule Investment Profile as of 10/12/2023 ck Prairie MD No. General Operating Fund Funds Available to Invest ($15,178) Funds Invested $0 Percent Invested 0% Term On Demand Capital Projects Fund Funds Available to Invest $65,637 Funds Invested $65,637 Percent Invested 100 Money Market 5.45 % Term 180 Days 270 Days 1 Yr 13 Mo 18 Mo 2 Yr Debt Service Fund Other Funds Funds Available to Invest Funds Available to Invest $250,217 Funds Invested $250,217 Percent Invested 100 Certificate of Deposit *Rates are based on the most current quoted rates and are subject to change daily. 5.33 5.27 % 5.27 % 5.21 % 4.62 % 2.83 % N/A Funds Invested N/A Percent Invested N/A Term 180 Days 270 Days 1 Yr 13 Mo 18 Mo 2 Yr Investment Rates Over Time (By Month) I October 2022 - September 2023 MONEY MARKET CD-1 YEAR U.S. TREASURIES-1 Year 5.50% 5.00% 4.50% 4.00% 3.50% 3.00% U.S. Treasuries 5.58 % 5.58 % 5.44 % N/A 5.44 5.12 % Oct 22 Nov 22 Dec 22 Jan 23 Feb 23 Mar 23 Apr 23 May 23 Jun 23 Jul 23 Aug 23 Sep 23 Account Balance as of 10/12/2023 Rock Prairie MD No.. 2 -- Investment Detail FUND: General Operating Financial Institution (Acct Number) Issue Date Maturity Date Interest Rate 1 Account Balance Notes Checking Account(s) CENTRAL BANK - CHECKING (XXXX6508) 0.00 % (15,177.53) Checking Account Totals for General Operating Fund ($15,177.53) FUND: Capital Projects Financial Institution (Acct Number) Issue Date Maturity Date Interest Rate Account Balance Notes Money Market Funds TEXAS CLASS (XXXX0004) 05/15/2023 5.54 % 65,636.76 Series 2023 Road Totals for Capital Projects Fund $65,636.76 FUND: Debt Service Financial Institution (Acct Number) Issue Date Maturity Date Interest Rate , Account Balance Notes Money Market Funds TEXAS CLASS (XXXX0001) 04/06/2021 5.54 % 250,216.79 Road Totals for Debt Service Fund $250,216.79 Grand Total for Rock Prairie MD No. 2 : $300,676.02 11 Aceoun BaIanc Capital Projects Fund Breakdown Rock Prairie MD No. 2 10/12/2023 Net Proceeds for All Bond Issues Receipts Bond Proceeds - Series 2023 Road Interest Earnings - Series 2023 Disbursements Disbursements - Series 2023 Road Total Cash Balance Balances by Account TX Class- Series 2023 Total Cash Balance Balances by Bond Series Bond Proceeds - Series 2023 Total Cash Balance $1,750,000.00 1,770.29 (1,686,133.53) $65,636.76 $65,636.76 $65,636.76 $65,636.76 $65,636.76 Remaining Costs/Surplus By Bond Series Total Amount in Remaining Costs Surplus & Interest - Series 2023 Total Surplus & Interest Balance Total Remaining Costs/Surplus $1,000.00 $64,636.76 $64,636.76 $65,636.76 Cost Comparison - $1,750,000 - Series 2023 Rock Prairie MD No. 2 CONSTRUCTION COSTS District Items Midtown Reserve Phase 104 Midtown Reserve Phase 200 Midtown Reserve Phase 201 Engineering & Geotechnical Subtotal District Items TOTAL CONSTRUCTION COSTS NON -CONSTRUCTION COSTS USE OF PROCEEDS ACTUAL COSTS REMAINING VARIANCE COSTS [OVER}IUNDER $272,003.82 $272,003.82 $0.00 $0.00 536,649.08 536,649.08 0.00 0.00 314,665.00 314,665.00 0.00 0.00 131,271.01 131,271.01 0,00 0.00 $1,254,588.91 $1,254,588.91 $0.00 $0.00 $1,254,588.91 $1,254,588.91 $0.00 $0.00 Legal Fees $53,899.60 Fiscal Agent Fees 38,912.38 Capitalized Interest 78,937.50 Developer Interest 208,758.00 Bond Discount 50,110.15 Bond Issuance Expenses 47,716,46 Attorney General Fee 1,750.00 Contingency 15,327.00 TOTAL NON -CONSTRUCTION COSTS $495,411.09 TOTAL BOND ISSUE REQUIREMENT $1,750,000.00 $53,899.60 38, 912.38 78,937.50 170,941.32 50,110.15 36, 993. 67 1,750.00 0.00 $431,544.62 $1,686,133.53 $0.00 0.00 0.00 0.00 0.00 1,000.00 0.00 0.00 $1,000.00 $0.00 0.00 0.00 37, 816.68 0.00 9,722.79 0.00 15,327.00 $62,866.47 $1,000.00 $62,866.47 Interest Earned $1,770.29 Total Surplus & Interest $64,636.76 Total Remaining Funds 565.636.76 13 irgEJVUNtc ivAL ACCOU'T S .I (z CONS1JLTINO, L.R . Rock Prairie Management District No. 2 Quarterly Investment Inventory Report Period Ending August 31, 2023 BOARD OF DIRECTORS Rock Prairie Management District No. 2 Attached is the Quarterly Investment Inventory Report for the Period ending August 31, 2023. This report and the District's investment portfolio are in compliance with the investment strategies expressed in the Districts's investment policy, and the Public Funds Investment Act. I, hereby certify that, pursuant to Senate Bill 253 and in connection with the preparation o f the investment report, I have reviewed the divestment Lists prepared and maintained by the Texas Comptroller o f Public Accounts, and the District does not own direct or indirect holdings in any companies identified on such lists. Mark M Burton (Investment Officer) Ghia Lewis (Investment Officer) COMPLIANCE TRAINIUL HB 675 states the Investment Officer must attend at least one training seminar for (6) six hours Within twelve months of taking office and requires at least (4) four hours training within each (2) two year period thereafter. INVESTMENT OFFICERS Mark M Burton Ghia Lewis CURRENT TRAINING November 5, 2013 (Texpool Academy 10 Hours) November 27, 2015 (Texpool Academy 10 Hours) December 26, 2017 (TexpoolAcademy 10 Hours) January 9, 2020 (TexPool Academy 12 Hours) December 31, 2021 (Texpool Academy 10 Hours) November 7, 2013 (Tei-.spoil Academy 10 Hours) November 5, 2015 (Texpool Academy 10 Hours) November 6, 2017 (Texpool Academy 10 Hours) November 5, 2019 (Texpool Academy 10 Hours) December 28, 2021 (Texpool Academy 10 Hours) 611 Longmire Rd Suite 1 • • Conroe, Texas 77304 • Phone: 936.756.1644 • Fax: 936.756.1844 Rock Prairie Management District No. 2 Summary of Money Market Funds 06/01/2023 -08/31/2023 Fund: Capital Projects Financial Institution: TEXAS CLASS Account Number: XXX:X:0003 Date Opened: 06/27/2022 Current Interest Rate: 5.54% Date Description Begin Balance Cash Added Cash Withdrawn Int Earned End Balance 06,01/2023 359 68 06/30/2023 Interest 1.54 07/13/2023 To GOF Checking (361.22) 07/31/2023 Interest 0.67 08/21 /2023 Interest 0.00 Totals for Account XXX:Xo0003: $359_68 ($36122) $2.21 $0.67 Account Number: XXXXt0004 Date Opened: 05/15/2023 Current Interest Rate: 5,54% Date Description Begin Balance Cash Added Cash Withdrawn Int Earned End Balance 06/01/2023 0.00 06/07/2023 Sr. 2023 Road 1,620,202.35 06/07/2023 College Station Downtown Res (1,425,530.23) 06/30/2023 Interest 675.72 (I 07/13/2023 Sr. 2023 Road -Masterson (38,912.38) 07/13/2023 Sr. 2023 Road-SPH (53,899.60) 07/13/2023 Tr. to GOF Chkg (41,895.00) 07/31/2023 Interest 530.00 08/31/2023 Interest 285.08 Totals for AccountXC000004 $0.00 SI.620,202.35 ($1,560,237,21) $1,490.80 $61,455.94 Totals for Capital Projects Fund: $359.68 51.620202.35 ($1,560,598.43) $1,493.01 $61,456.61 Methods Used ForReportIol(IlforketValucs Certificates o fDeposits: Face Value Plus Accrued Interest Securitles/Direct Goverment Obll,,,lions: Market Vnlue Quoted by the Seller o t Ale Security and Collfinned in Wkitting Public Fund Investment Pool/ S,IM Accotmts: Bnlnnce = Book Vnlue = Current Market Rock Prairie Management District No. 2 Summary of Money Market Funds 06/01/2023 -08/31/2023 Fund: Debt Service Financial Institution: TEXAS CLASS Account Number: XXXX0001 Date Opened: 04/06/2021 Current Interest Rate: S54p/o Date Description Begin Balance Cash Added Cash Withdrawn Int, Earned End Balance 06/01/2023 303,144.72 06/07/2023 Sr. 2023 Road 78,937.50 06/30/2023 Interest 1,589.05 07/17/2023 Tax Transfer from GOF Ckg 20,000.00 07/31/2023 Interest 1,738.70 08/31/2023 BOND PAYMENT BONY (156,513,75) 08/31/2023 Interest 1,772.61 Totals for Account XXXX0001: $303,144.72 593,937.5D ($156,513.75) S5, 100.36 $250,668,83 Totals for Debt Service Fund: $303,144.72 598,937.50 ($156,513.75) S5.100.36 S250,668.83 G1 Methods Used For Re.porling Markel Values Certificates o fDcposils: Faoe Vohc Phi .-cared Irtrercr1 Securities/Direct Goveonent Obli, ens: Market Vnhe Quoted by the Seller of Ale Security rind Confumed n Mining Public Fund Investment Pool/IvjM Account;: Bnlnnee = BookVnluc = Current) forkot Rock Prairie Management District No. 2 Summary of Certificates of Deposit with Money Market 06/01/2023 -08/31/2023 Financial Institution Investment Issue Maturity Beginning Principal From Principal From Principal Principal Ending Interest Beg.Ace. Interest Interest Interest Accrued Number _.Pate _ pate _ _ $aanrg Cash Investment Withdrawn Reinvested Balance Rate Interest Earned Reinvested Withdrawn Interest Fund: Operating Totals for Operating Fund: o.00 o.00 o.00 o.00 o.00 o . o o N M o.00 0.00 0.00 0.00 $0.00 Beginning Balance: $0.00 Interest Earned: Plus Principal From Cash: $0.00 Less Beg Accrued Interest: Less Principal Withdrawn: $0.00 Plus End Accrued Interest: Plus Interest Reinvested: $0.00 Fixed Interest Earned: Fixed Balance: $0.00 MM Interest Earned: MM Balance: $0.00 Total Interest Earned: Total Balance: $0.00 V Methods Used For Reporting Markel Values Certificates ofDcposits: Fore Value Plus Acesud Interest Securities/Direct Govconenl Obli,Iions: Ivfarket Value Quoted by the Seller of the Scarily and Confirmed in Writing Public Fund Investment Pool/i IM Accounts: BaiMec = Book Value = Current Market $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Financial Institution Fund: Capital Projects N CO Rock Prairie Management District No. 2 Summary of Certificates of Deposit with Money Market 06/01/2023 -08/31/2023 Investment Issue Maturity Beginning Principal From Principal From Principal Principal Ending Interest Beg.Ace. Interest Interest Interest Accrued _ Number _ Date _ Date _ _ Balance Cash Investment Withdrawn Reinvested Balance Rate Interest Earned Reinvested Withdrawn Interest Totals for Capital Projects Fund: 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 $0.00 Beginning Balance: $0.00 Interest Earned: $0.00 Plus Principal From Cash: $0.00 Less Beg Accrued Interest: $0.00 Less Principal Withdrawn: $0.00 Plus EndAccrued Interest: $0.00 Plus Interest Reinvested: $0.00 Fixed Interest Earned: $0.00 Fixed Balance: $0.00 M M Interest Earned: $1,493.01 M M Balance: $61,456.61 Total Interest Earned: $1,493.01 Total Balance: $61,456.61 Methods Used For Reporting Madcet Values Certificates of Deposits: Face Value Plus :\.caned Interest Securities/Direct Goverment Oblignlions: 1-fmket Value Quoted by the Seller ofcle Security and Cent -anted it Writtins Public Fund Investment PooV1-Ilv[Accounls: Balance - Book Value - Curmnll'fmket Financial Institution Fund: Debt Service Rock Praitie Management District No. 2 Summary of Certificates of Deposit with Money Market 06/01/2023 - 08/31/2023 Investment Issue Maturity Beginning Principal From Principal From Principal Principal Ending Interest Beg.Ace. Interest Interest Interest Accrued Number Date Date Balance Cash Investment Withdrawn Reinvested Balance Rate Interest Earned Reinvested Withdra-wn Interest Totals for Debt Service Fund: 0.00 0.00 0.00 0.00 0.00 0.00 NIA 0.00 0.00 0.00 0.00 so.00 Beginning Balance: $0.00 Interest Earned: $0.00 Plus Principal From Cash: $0.00 Less Beg Accrued Interest: $0.00 Lcss Principal Withdrawn: $0.00 Plus End Accrued Interest: $0.00 Plus Interest Reinvested: $0.00 Fixed Interest Earned: $0.00 Fixed Balance: $0.00 MM Interest Earned: $5,100.36 MM Balance: $250,668.83 Total Interest Earned: $5,100.36 Total Balance: $250,668.83 Totals for District: 0.00 0.00 0.00 000 0.00 0.0o NIA o.00 o.00 0.00 0.00 $0.00 Methods Used For Reportim Market Values Certificates ofDepositc face Value Phis :\.cooed Interest Securities/Direct Govennent Obligations: Nfirkct Value Quoted by Ole Seller of the Security and Confirmed In WnlGng Public Fund Investment Pou1/1,U\.I Accounts: Balance - Bunk Value Current Market EXHIBIT "D" RESOLUTION REGARDING REVIEW OF ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER, WHEREAS, Rock Prairie Management District No. 2 ("District"), adopted its Order Establishing Policy For Investment of District Funds and Appointing Investment Officer, dated October 13, 2022 ("Order"), pursuant to Chapter 2256, Texas Government Code and Section 375.096(4), Texas Local Government Code; and WHEREAS, Chapter 2256, Texas Government Code, requires the District to perform an annual review of its investment policy and investment strategies included within the Order; and WHEREAS, the District has, on the date hereof, performed said review. NOW, THEREFORE, IT IS HEREBY RESOLVED by the Board of Directors of Rock Prairie Management District No. 2, that the policies, procedures, provisions and investment strategies set forth in the Order are hereby revoked and the attached Order Establishing Policy For Investment of District Funds and Appointing Investment Officer be adopted. PASSED AND ADOPTED ON THIS 12th day of October, 2023. ATTEST: By: eEcreta s, • <*•• ..... rFfJ�,`� 11 l if l .j3� � f Directors ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors 456036_11 ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER WHEREAS, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District") is a body politic and corporate and a governmental agency of the State of Texas, operating under and governed by the provisions of Chapter 3909, Texas Special District Local Laws Code, and Sections 52 and 52-a of Article III and Section 59 of Article XVI of the Texas Constitution; and WHEREAS, Chapter 2256, Texas Government Code (sometimes referred to herein as the "Public Funds Investment Act"), and Section 375.096(4), Texas Local Government Code, require that the Board of Directors of the District adopt rules, regulations and policies governing the investment of District funds and designate one or more of its officers or employees to be responsible for the investment of such funds. NOW, THEREFORE, IT IS ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT the policies, procedures and provisions set forth herein be and are hereby ADOPTED, and that any order, and every amendment thereto, heretofore adopted by the Board of Directors establishing policies for the investment of District funds and appointing an investment officer shall be and are hereby revoked and superseded effective as of October 12, 2023, the effective date of this Order. Section 1. Purpose. The purpose of this Order Establishing Policy for Investment of District Funds and Appointing Investment Officer (the "Investment Policy") is to adopt rules and regulations which set forth the District's policies with regard to the investment and security of District funds or funds under the District's control. It is further the purpose of this Investment Policy to ensure that purchases and sales of District investments are initiated by authorized individuals, conform to investment objectives and regulations, and are properly documented and approved, and to provide for the periodic review of District investments to evaluate investment performance and security, all as required by applicable law. Section 2. Appointment of Investment Officer; Standard of Care. Mark M. Burton and Ghia Lewis of Municipal Accounts & Consulting, L.P., the District's bookkeeper, shall be and are each hereby individually designated the Investment Officer of the District, responsible for the supervision of investment of District funds pursuant to this Investment Policy. In the administration of their duties hereunder, the District's Investment Officer shall exercise the judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of his or her own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived; however, the District's Board of Directors shall retain ultimate responsibility as fiduciaries of the District's assets. The District's Board of Directors, Tax Assessor -Collector, Financial Advisor and other consultants shall be authorized to assist the Investment Officer in the carrying out of the duties of Investment Officer. Section 3. Appointment of Investment Officer and Tax Assessor -Collector for Investment of District Funds. Pursuant to Section 49.157(b), Texas Water Code, the Board of Directors hereby designates the District's Investment Officer as the authorized representative of the District to (a) invest and reinvest the funds of the District; (b) withdraw District funds from appropriate accounts of the District for the investment of same in accordance with the terms of this Investment Policy; and (c) arrange for adequate security for uninsured deposits or funds of the District pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit "B" or such other form that has been approved through formal action of the Board of Directors, and to execute said Agreement(s) and any documentation required in connection therewith on behalf of the District. To the extent that the District's Tax Assessor -Collector is required to perform any of the functions set forth in (a), (b) or (c) above, the Tax Assessor -Collector shall do so in accordance with the provisions of the Public Funds Investment Act and this Investment Policy, and under the supervision of and in consultation with the District's Investment Officer. Section 4. Authority and Duties of Investment Officer. The following rules shall apply to the District's Investment Officer: A. The Board of Directors hereby instructs the Investment Officer for the District to maintain the investments of the District in a manner consistent with the rules and regulations set forth in this Investment Policy, the Public Funds Investment Act, as amended, and such other laws and regulations applicable to the District. B. No persons, other than those designated in Section 3 above, may deposit, invest, transfer, withdraw or otherwise manage District funds without express written authority of the District's Board of Directors. C. The Investment Officer for the District shall invest and reinvest District funds only in those investments authorized under this Investment Policy or by the Board, and only in the name of and solely for the account of "Rock Prairie Management District No. 2." The Bookkeeper and Investment Officer for the District shall be authorized to wire transfer funds of the District only (1) for the purchase of investments solely in the name of " Rock Prairie Management District No. 2," (2) for the transfer of all or any portion of the principal of or interest earnings or profits or gains on any investment of the District to one or more previously authorized and established accounts of " Rock Prairie Management District No. 2," (3) for the transfer of District funds to any paying agent of the District for the payment of principal and semiannual interest payments on any outstanding bonds of the District and for the payment of paying agent fees relative to same, or (4) for other purposes, such as the payment of District bills, pursuant to a resolution or other express written instructions of the District's Board of Directors. D. The Investment Officer for the District shall, not later than the first anniversary of the date the Investment Officer takes office or assumes such duties, attend a training session of at least six (6) hours of instruction relating to the Investment Officer's responsibilities under the Public Funds Investment Act, as amended, from an independent source approved by the Board of Directors of the District or the Board's -2- 386299_10 Investment Committee, and thereafter shall attend at least four (4) hours of additional investment training within each two-year period that begins on the first day of the District's fiscal year and consists of the two consecutive fiscal years after that date. Such investment training must include education in investment controls, security risks, diversification of investment portfolio, strategy risks, market risks, and compliance with the provisions of the Public Funds Investment Act, as amended. E. Not less frequently than each fiscal quarter, the Investment Officer shall prepare and submit to the Board of Directors of the District a written report of investment transactions for all invested funds of the District for the preceding reporting period. Such report must (1) describe in detail the investment position of the District on the date of the report; (2) be prepared by the Investment Officer for the District; (3) be signed by the Investment Officer of the District; (4) contain a summary statement of each pooled fund group, if any has been created by the District, that states the beginning market value for the reporting period, ending market value for the period, and fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset of the District at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the current rating assigned to each investment, investment vehicle, or investment security by a nationally recognized investment rating firm, nationally recognized credit rating agency or nationally recognized rating service, as appropriate; (8) state the account or fund or pooled group fund, if the District has any, for which each individual investment was acquired; and (9) state the compliance of the District's investment portfolio as it relates to the investment strategy for each account of the District as set forth in this Investment Policy and relevant provisions of the Public Funds Investment Act, as amended. Such report must be presented to the Board of Directors of the District within a reasonable period of time after the end of each fiscal quarter. If the District invests in other than (i) money market mutual funds, (ii) investment pools, or (iii) accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, all of the type authorized under Section 6 of this Investment Policy, the reports prepared under this Section 4.E. shall be formally reviewed at least annually by an independent auditor, and the result of such review shall be reported to the District's Board of Directors by that auditor. F. In the event an investment or investment vehicle in which the District has placed funds, or the security therefor, is required to maintain a minimum rating pursuant to the Public Funds Investment Act fails to maintain the minimum required rating, the Investment Officer shall take all prudent measures consistent with this Order to liquidate the investment and reinvest such funds in a conforming investment, if appropriate. G. In the event District funds are invested or reinvested in Certificates of Deposit, the Investment Officer or Tax Assessor -Collector, as applicable, shall solicit bids from at least two (2) bidders, either orally, in writing, electronically or in any combination of those methods, for each such investment. -3- 386299_10 H. All purchases of investments, except investments in investment pools or in mutual funds, shall be made on a delivery versus payment basis. I. Not less frequently than each fiscal quarter, and as close as practicable to the end of such reporting period, the District's Investment Officer shall determine the market value of each District investment. Such market values shall be included in the written reports submitted to the District's Board of Directors pursuant to Section 4.E hereinabove. The following methods shall be used: (1) Certificates of deposit shall be valued at their face value plus any accrued but unpaid interest. (2) Shares in money market mutual funds and investment pools, if any, shall be valued at par plus any accrued but unpaid interest. (3) Other investment securities may be valued in any of the following ways: (a) the lower of two bids for such security obtained from qualified securities brokers/dealers with whom the District may engage in investment transactions; (b) the average of the bid and asked prices for such security as published in The Wall Street Journal or The New York Times; (c) the bid price for such security published by any nationally recognized security pricing service; or (d) the market value quoted by the seller of the security. J. A written copy of the District's Investment Policy must be presented to any business organization offering to engage in an investment transaction with the District. For purposes of this section J., the term "business organization" means an investment pool or an investment management firm under contract with the District to invest or manage the District's investment portfolio that has accepted authority from the District to exercise investment discretion in regard to the District's funds. The "qualified representative" of the business organization offering to engage in an investment transaction with the District shall execute a written instrument in a form acceptable to the District substantially to the effect that the business organization has received and reviewed the Investment Policy of the District and acknowledges that such business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the District and such organization or firm that are not authorized by the District's Investment Policy, except to the extent that such authorization is dependent on an analysis of the makeup of the District's entire investment portfolio, requires an interpretation of subjective investment standards, or relates to investment transactions of the District that are not made through accounts or other contractual arrangements over which the business organization has accepted discretionary -4- 386299 10 investment authority. The District's Investment Officer may not acquire or otherwise obtain any authorized investment described in Section 6 hereof from a business organization that has not delivered to the District the written statement acknowledging receipt of this Investment Policy in a form substantially similar to that attached hereto as Exhibit "A" (the "Certificate of Compliance"). For purposes of this Section 4.J., the "qualified representative" of a business organization offering to engage in an investment transaction with the District means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (1) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; or (2) for an investment pool, the person authorized to sign the written instrument on behalf of the investment pool by the elected official or board with authority to administer the activities of the investment pool. The "qualified representative" of an investment management firm under contract with the District for the investment and management of its public funds is a person who is an officer or principal of such firm. K. The Investment Officer for the District shall disclose in writing to the Board of Directors any (i) "personal business relationship" that they may have with a business organization offering to engage in an investment transaction with the District, or (ii) any relationship within the second degree by affinity or consanguinity, as determined by Chapter 573, Texas Government Code, as amended, to any individual seeking to sell an investment to the District. Any written disclosure statement filed with the Board of Directors by the Investment Officer pursuant to this section must also be filed with the Texas Ethics Commission. For purposes of this Section 4.K., the Investment Officer has a "personal business relationship" with a business organization if: (1) the Investment Officer owns ten percent (10%) or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; (2) funds received by the Investment Officer from the business organization exceed ten percent (10%) of the Investment Officer's gross income for the previous year; or (3) the Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for their personal account. L. In conjunction with the District's annual financial audit, a compliance audit of management controls on investments and adherence to this Investment Policy -5- 386299_10 must be performed. In connection with said compliance audit, the Board of Directors shall review on an annual basis this Investment Policy and its investment strategies. In connection with said annual review, the District's Board of Directors shall adopt a written resolution stating that it has reviewed this Investment Policy and the investment strategies set forth herein, and shall indicate in said resolution either the continuance of this Investment Policy without amendment or the changes made to the Investment Policy and/or the investment strategies herein. M. In addition to all other requirements set forth herein, the Investment Officer for the District shall invest and reinvest District funds in a manner consistent with and in compliance with applicable laws and regulations, including, without limitation: (i) Chapter 2270, Texas Government Code, relative to prohibition of investment or reinvestment of public funds in publicly traded securities of scrutinized companies, as determined by the Texas State Comptroller, engaging in scrutinized business operations in the Sudan, Iran, or with a designated foreign terrorist organization, and (ii) Chapters 2271 and 2274, Texas Government Code, relative to prohibition of certain contracts unless they contain a written verification by the counterparty thereto that said counterparty does not and will not: (a) boycott energy companies, or (b) discriminate or have a policy discriminating against a firearm entity or trade association. In the event an investment or investment vehicle in which the District has placed funds, or the security therefor, requires divestment in accordance with the requirements of Chapter 2270, Texas Government Code, the Investment Officer for the District shall sell, redeem, divest, or withdraw all publicly traded securities of the company engaging in scrutinized business operations, all in accordance with Chapter 2270. N. Not later than December 31 of each year, the Investment Officer shall prepare and file on behalf of the District: (i) a publicly available report with the presiding officer of each chamber of the State Legislature and the State Attorney General identifying: (a) all investments sold, redeemed, divested, or withdrawn in compliance with Section 2270.0206, Texas Government Code; (b) all prohibited investments under Section 2270.0209, Texas Government Code; and (c) summarizing any changes made with respect to investments of the District exempted from divestment pursuant to Section 2270.0207, Texas Government Code; and (ii) a report with the United States presidential special envoy to Sudan that identifies investments in Sudan identified in the report filed with the State Legislature and Attorney General and any changes made under Section 2270.0207 related to those investments. Prior to December 31 of each year, the Investment Officer shall provide the District with a copy of both reports required by this subsection, along with evidence of filing same with the required entities. Section 5. General Investment Principles and Obiectives. All investments of District funds or funds under the District's control shall be made in accordance with the following general rules, regulations and policies: A. Any moneys in any fund of the District or in any fund established by the Board of Directors in connection with the authorization of the District's bonds, including, but not limited to, proceeds from the sale of such bonds, which funds are not required for the payment of obligations due or to become due immediately, shall be invested and -6- 386299_10 reinvested, from time to time, only in the authorized investments specified in Section 6 hereunder and in accordance with the order(s) of the District authorizing the issuance of said bonds; provided, however, that all such investments shall be secured in the manner provided for the security of the funds of municipal utility districts of the State of Texas (The Public Funds Collateral Act, Chapter 2257, Texas Government Code, as amended) or in such other manner as may be authorized by law from time to time and otherwise suitable for the District's needs. B. The policy of the District is to invest District funds only in instruments which further the following investment objectives of the District stated in order of importance: (1) preservation and safety of principal; (2) liquidity; and (3) yield. The District will continuously attempt to diversify its portfolio to reduce risks. The type, conditions and maturity date of District investments shall be consistent with the cash flow needs and operating requirements of the District, as determined from time to time by the Board of Directors, and consistent with the investment strategy for each District account as set forth in Section 7 hereunder; provided, however, that in no event shall the maximum allowable stated maturity of any individual investment owned by the District exceed two (2) years, unless otherwise specifically set forth in this Investment Policy. C. If invested in certificates of deposits, the District's funds shall be secured, to the extent that such funds are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, by the pledge to the District of certain types of securities, as determined in the sole discretion of the District, which under the laws of the State of Texas may be used to secure the deposits of municipal utility districts, pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit "B", the terms and conditions of which are incorporated herein by reference (the "Public Funds Depositor Collateral Security Agreement"). D. Securities pledged to the District shall be pledged pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement to be entered into by and between the District and the institution(s) pledging such securities. Securities pledged to the District shall either be deposited and held in safekeeping at the trust or safekeeping department of a commercial banking institution located in the State of Texas not affiliated with the pledging institution(s) or a federal home loan bank, or shall be held in a restricted securities account, joint safekeeping account or other similar account in a branch of the Federal Reserve Bank pursuant to any and all applicable regulations, operating circulars, bulletins and policies of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may exist now or hereafter be enacted, promulgated or issued by the Federal Reserve Bank. The District's Investment Officer and Tax Assessor -Collector shall, within the limits of business practicality and consistent with the Federal Deposit Insurance Corporation Statement of Policy dated March 23, 1993, (or any subsequent applicable Statement of Policy issued by the FDIC) relative to the securing of public funds, ensure that the District's uninsured funds are at all times secured as required by the Public Funds Collateral Act (Chapter 2257, Texas Government Code, as amended) and in the manner set forth in the Public -7- 386299_10 Funds Depositor Collateral Security Agreement. The District's Investment Officer and Tax Assessor -Collector are hereby authorized to execute Public Funds Depositor Collateral Security Agreements and any agreements, documents or forms required by the Federal Reserve Bank on behalf of the District, as and when required, and to approve the substitution of securities pledged to the District as collateral pursuant to and in the manner set forth in any Public Funds Depositor Collateral Security Agreement entered into by the District. E. The Board of Directors recognizes that, within the framework of the above rules, decisions must be made concerning the type and duration of each investment tran- saction, and that such decisions are best made by the person responsible for implementing the transaction, based upon the facts and circumstances prevailing at the time. As a guide to making such decisions, it is hereby declared the policy of the Board of Directors that priority should be given to proper security of the District's funds over maximizing the yield on investments. Furthermore, in cases where the rate of return on an investment security offered by competing banking institutions are substantially equivalent, the District's Investment Officer shall give preference to those investments and investment institutions offering the greatest degree of administrative convenience and proximity, flexibility of investment arrangements and/or similar intangible benefits and community goodwill. F. Except as herein provided, nothing herein shall be deemed or construed to authorize the withdrawal, expenditure or appropriation of funds of the District except by check or draft signed by three (3) members of the Board of Directors, or as otherwise provided by applicable statutes or the resolutions, rules, regulations, policies, orders or proceedings of the Board of Directors. Furthermore, the Board of Directors shall retain sole responsibility for establishing and implementing, from time to time, this Investment Policy, and all investment transactions to be undertaken by the District's Investment Officer pursuant to the Investment Policy shall be subject to the further or more specific directions, instructions, orders, resolutions or actions of the Board of Directors. Section 6. Authorized Investments. Subject to the limitations, restrictions and prohibitions set forth in Chapter 2270, Texas Government Code, the following categories of investment are authorized for investment of District funds: A. Obligations, including letters of credit, of the United States or its agencies and instrumentalities (including the Federal Home Loan Banks); B. Direct obligations of the State of Texas or its agencies and instrumentalities; C. Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas, or the United States or any of their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; -8- 386299_10 D. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; provided, however, the District shall not own or invest in any obligations which it has issued; E. Interest -bearing banking deposits that are: (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; or (2) placed through a broker with a main office or branch office located in the State of Texas that is included on the District's List of Qualified Brokers or deposited in a depository institution selected by the District with a main office or branch office located in the State of Texas, and: a. the broker or depository institution arranges for the deposit of the funds in banking deposits in one or more federally insured depository institutions, regardless of where located, for the District's account; b. the full amount of the principal and accrued interest of the banking deposit is insured by the United States or its agencies and instrumentalities; and c. the District appoints as its custodian of such banking deposits either: i. the depository institution with a main office or branch office located in the State of Texas at which the funds were initially placed by the District; ii. a custodian meeting the requirements of Section 2257.041(d), Texas Government Code; or iii. a clearing broker dealer registered with the Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3); F. (1) Certificates of deposit that are issued by a depository institution that has its main office or a branch office in the State of Texas that are: -9- 386299_10 (i) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (ii) secured by obligations of the type described in Section 2256.010(a)(2), Texas Government Code, as amended, or (iii) secured in accordance with Chapter 2257, Texas Government Code, as amended, or in any other manner and amount provided by law for deposits of the District pursuant to a Public Funds Depositor Collateral Security Agreement approved and executed by the District; and (2) Certificates of deposit that are acquired in the manner described in Section 2256.010(b), Texas Government Code, as amended; provided, however, that each investment of District funds in the foregoing shall require specific prior approval by the Board of Directors; G. Commercial paper with a stated maturity of 365 days or fewer from the date of issuance which meets the requirements set forth in Section 2256.013, Texas Government Code, as amended; H. No-load money market mutual funds that: (1) are registered with and regulated by the Securities and Exchange Commission; (2) provide the District with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); (3) comply with federal Securities and Exchange Commission Rule 2a-7 (17 C.F.R. Section 270.2a-7), promulgated under the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); and I. Investment pools which meet the requirements set forth in Section 2256.016 and Section 2256.019, Texas Government Code, as amended. Section 7. Investment Strategies. District investments shall be made upon the evaluation of the specific investment objectives and strategies of each account of the District, with the primary objective for the selection of any District investment being the understanding of the suitability of such investment to the financial requirements of the District. The District's investment strategy for each of its accounts is as follows: A. Doeratin JGeneral Account. The operating/general account is used for all operations and maintenance needs of the District and funds therein shall be invested to meet the operating and cash flow requirements of the District as determined by the -10- 386299_10 District's Board of Directors. The highest priorities for this account are the liquidity and marketability of an investment if the need arises to liquidate the investment before its maturity. Of equal importance is the preservation and safety of the principal of investments in the operating account. When these priorities are met, the yield on investments held in the operating/general account will next be considered. B. Debt Service/Bond Fund Account. The District's debt service/bond fund account is used to pay the District's debt service on its outstanding bonds. The highest priority for this account is the preservation and safety of principal. Since the District knows the amount of its debt service requirements and when it becomes due, investments for the debt service/bond fund account should be structured to coincide with the amount and timing of the debt service requirements. When the preservation and safety of principal and liquidity considerations for debt service purposes are assured, including the marketability of debt service/bond fund account investments in the event the need arises to liquidate an investment before its maturity, the yield on debt service/bond fund account investments should be considered. Since the amount of District funds in the debt service/bond fund account can be significant, diversification of the debt service/bond fund account investment portfolio may be necessary. The District may easily liquidate investments in an investment pool and therefore such investments may be appropriate in combination with longer term investments in the debt service/bond fund account. C. Capital Proiects/Construction Fund Account. The capital projects/construction fund account is used to pay for capital improvements of the District. The highest priority for this account is the preservation and safety of principal. In the event that funds held in the capital projects/construction fund account are for particular improvement projects that have been previously identified by the District's Board of Directors, the Board will have an idea of the approximate time when disbursements will be required to be made from this account. In this situation, investments in the capital projects/construction fund account should be structured so that they mature or can be liquidated on or about the dates that disbursements are expected to be made. Once the safety of principal and liquidity and marketability of capital projects/construction fund account investments which are to match certain disbursement dates are assured, the yield on such investments may be considered. Since District funds in the capital projects/construction fund account may not be needed for a year or more, longer term instruments should be considered to increase yield. However, if funds available in the District's capital projects/construction fund account are surplus construction funds from prior bond issues or interest earnings on such funds and are not earmarked for specific improvement projects, but rather viewed by the District's Board of Directors as an emergency reserve fund for major repairs or rehabilitation projects, investments in the capital projects/construction fund account, at least to the extent that they are for emergency reserve purposes, should be kept in relatively short term investments that can be easily marketed and liquidated if necessary, such as investment pools. Alternatively, bond proceeds that may be deposited in the District's capital projects/construction fund account for reimbursement to a developer and which may be in the capital projects/construction fund account for only one or two days, should be kept in the most liquid investment available. Investment diversification for large amounts of District -11- 386299_10 funds that may be deposited into the capital projects/construction fund account for only one or two days may be achieved through the use of an investment pool. Since investment pools are short term in nature, they would normally be used for District funds in this account only if the District knows that it will be dispersing funds in a relative short period of time. However, on some occasions the yield on investment pools is higher than on longer term investments, so their use may be optimal for funds in the capital projects/construction fund account. Section 8. Miscellaneous. A. In the event of any conflict or inconsistency between the terms of this Investment Policy and applicable requirements of law, such conflict or inconsistency will be resolved in favor of the more restrictive of this Investment Policy or the applicable requirements of law. In the event of any ambiguity or uncertainty as to the intent and application of any part, section, paragraph or provision hereof, a written request for clarification or approval of a proposed action describing such circumstances shall be submitted to the Board of Directors for a decision as to a proper course of action. B. The rules, regulations and policies set forth herein shall be and remain in full force and effect unless and until amended, revised, rescinded or repealed by action of the Board of Directors. The District's Board of Directors specifically reserves the right to change, alter or amend any provision of this Investment Policy at any time. C. The provisions of this Investment Policy are severable, and if any provision or part of this Investment Policy or the application thereof to any person or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Investment Policy and the application of such provision or part of this Investment Policy shall not be affected thereby. The President or Vice President is authorized to execute and the Secretary or Assistant Secretary to attest this Investment Policy on behalf of the Board and the District. PASSED AND ADOPTED this the 12th day of October, 2023. ATTEST: B,y: ruip8_ ������1 ‘}11{ROofir, retary, o rd of Directors .. p� fair -12- ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors EXHIBIT "A" CERTIFICATE OF COMPLIANCE FROM SELLERS OF INVESTMENTS AS REQUIRED BY THE PUBLIC FUNDS INVESTMENT ACT To: Rock Prairie Management District No. 2 (the "District") From: [Name of the person offering or the "qualified representative" of the business organization offering to engage in an investment transaction with the District or of the District's Investment Manager] [Title of such person] of (the "Business Organization") [Name of financial institution, business organization or investment pool] Date: , 20_�_ In accordance with the provisions of the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, I hereby certify that: 1. I am an individual offering to enter into an investment transaction with the District or a "qualified representative" of the Business Organization offering to enter into an investment transaction with the District, as applicable, as such terms are used in the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended (the "Seller"), and that Seller meets all requirements under such Act to execute this Certificate. 2. The Business Organization is an investment pool or an investment management firm under contract with the District to invest or manage the District's investment portfolio that has accepted authority from the District to exercise investment discretion in regard to the District's funds. 3. Seller anticipates selling to the District investments that are authorized by the District's Order Establishing Policy for Investment of District Funds and Appointing Investment Officer, dated October 12, 2023 (the "Investment Policy") and the Public Funds Investment Act (collectively, the "Investments"). 4. I or a registered investment professional that services the District's account, as applicable, have received and reviewed the District's Investment Policy now in full force and effect. The District has further acknowledged that Seller may rely upon the Investment Policy until the District provides Seller with any amendments to or any newly adopted form of the Investment Policy. 5. Seller has implemented reasonable procedures and controls in an effort to preclude investment transactions between the District and Seller that are not authorized by the Investment Policy, except to the extent that this authorization is dependent upon an analysis of the District's entire portfolio, requires an interpretation of subjective investment standards, or relates to investment transactions of the District that are not made through accounts or other contractual arrangements over which the Business Organization has accepted discretionary investment authority. 6. Seller has reviewed or will review prior to sale, the terms, conditions and characteristics of the investments to be sold to the District and has determined or will determine, prior to sale, that (i) each of the Investments is an authorized investment for local governments under the Public Funds Investment Act and (ii) each of the Investments is an authorized investment under the District's Investment Policy. 7. Seller acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the District which may be deposited or invested with Seller are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the District's outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the holder(s) of the District's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the District's bonds and notes. Seller further acknowledges that the District may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the District's outstanding bonds and notes. 8. Seller will continuously maintain an executed copy of this Certificate of Compliance in its "deposit account records" (as defined in 12 C.F.R. §330.1(e)) for so long as Seller holds any funds of or within the custody of the District. -2- 386299_10 By: Name: Title: EXHIBIT "B" PUBLIC FUNDS DEPOSITOR COLLATERAL SECURITY AGREEMENT This Public Funds Depositor Collateral Security Agreement (this "Agreement") is made and entered into as of the day of , 20 by and between ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "Depositor") and ("Bank"), and any prior Agreement between Depositor and Bank relative to the subject matter hereof is hereby terminated as of the date first written above. RECITALS Depositor, through action of its Board of Directors, has designated Bank as a depository for Depositor's funds. Funds on deposit with Bank to the credit of Depositor in excess of federal deposit insurance are required to be secured by eligible security as provided for by the Public Funds Collateral Act, V.T.C.A. Government Code Section 2257.001 et seq. (the "Public Funds Law"). Depositor and Bank understand and acknowledge that the amount of Depositor's uninsured deposits in Bank may vary substantially from time to time; that under the circumstances permitted herein, the Bank may release, add to or substitute for the securities pledged by Bank from time to time to secure such uninsured deposits of Depositor; and that it is the intent of the parties that this Agreement be renewed and extended upon and at the time of each permitted release, addition or substitution of collateral securities and thereafter remain in force and effect for the full term thereof until terminated in the manner set forth herein. In order to perfect Depositor's security interest in eligible securities pledged by Bank from time to time to secure such uninsured deposits, the Board of Directors of the Bank (the "Bank Board") has authorized the undersigned Bank officer to enter into this Agreement on behalf of Bank under the terms of which Bank will [either (i) cause , a [state or national bank ], which has its main office or a branch office in Texas and which has been designated by the State Comptroller as a Texas State Depository to hold the collateral assets in a custody account as bailee for the benefit of Depositor, or (ii)] cause the Federal Reserve Bank or a federal home loan bank ("FHLB") to hold the collateral assets in a restricted securities account, joint safekeeping account or other similar account as custodian/bailee for the benefit of Depositor (such [bank or] FHLB or the Federal Reserve Bank, as the case may be, hereinafter called the "Custodian"). AGREEMENT Now, Therefore, in consideration of the mutual covenants in this Agreement, the parties agree as follows: 1. Grant of Security Interest. To secure the uninsured deposits maintained by Depositor with Bank from time to time, Bank hereby pledges and grants to Depositor a security interest in its Eligible Securities (as defined in the Public Funds Law) which are held, now or hereafter, by Custodian for the benefit of Depositor in accordance with the terms of this Agreement (the "Collateral"). At all times during the term of this Agreement, the Collateral shall consist solely of the following: general obligations of the United States of America or its agencies or instrumentalities backed by its full faith and credit; direct obligations of the State of Texas or Texas State agencies and instrumentalities; collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States of America, the underlying security for which is guaranteed by an agency or instrumentality of the United States of America; other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the State of Texas or the United States of America or their respective agencies and instrumentalities; obligations of states, agencies, counties, cities and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; fixed-rate collateralized mortgage obligations that have an expected weighted average life of 10 years or less and which do not constitute a high -risk mortgage security as defined in the Public Funds Law; floating-rate collateralized mortgage obligations that do not constitute a high -risk mortgage security as defined in the Public Funds Law; and letters of credit issued by a federal home loan bank. Bank shall cause Custodian to accept and hold the Collateral as bailee and/or custodian for Depositor to secure Bank's obligation to repay the deposits. 2. Receipts. The Collateral held by Custodian for the benefit of Depositor, as of the effective date of this Agreement, has been described on Trust Receipts (as defined in the Public Funds Law) issued by Custodian, copies of which Custodian has forwarded to Depositor, and such current Collateral is described on Exhibit "A" attached hereto and made a part hereof for all purposes. With respect to additional or substitute Collateral hereafter delivered by Bank to Custodian to hold for the benefit of Depositor, or any releases of securities previously held as Collateral ("Releases"), as contemplated by this Agreement, Bank shall cause Custodian to issue Trust Receipts or Releases describing such additional or substitute Collateral or released securities and promptly forward copies of same to Depositor. Such Trust Receipts and Releases which are furnished to Depositor by Custodian from time to time shall be deemed a part of this Agreement without further action on the part of any party hereto, and this Agreement shall apply to such released, additional or substitute Collateral to the same extent as if it were described on Exhibit "A" attached hereto. If the Custodian is the Federal Reserve Bank, such Trust Receipts -2- 386299 10 or Releases will consist of a written confirmation (the "Advice"). Such Advice shall be subject to the terms and conditions of all applicable regulations, operating circulars, bulletins and policies of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may now exist or hereafter be enacted, promulgated or issued by the Federal Reserve Bank (collectively "Applicable Regulations"). If the Custodian is the Federal Home Loan Bank of Dallas ("FHLB Dallas"), notwithstanding the foregoing, such Trust Receipts may be forwarded to Bank with instructions for Bank to immediately forward the same to Depositor. Bank hereby agrees to comply with Custodian's instructions and forward each Trust Receipt to Depositor immediately upon receipt of same. Upon request of Depositor, Bank agrees to provide or cause Custodian to provide a then -current list of all Collateral pledged by Bank to secure Depositor's funds to update Exhibit "A" to this Agreement. If the Custodian is FHLB Dallas and the Custodian is forwarding Trust Receipts to Bank, Depositor may, at any time and from time to time, request that FHLB Dallas provide one or more Trust Receipts directly to Depositor, and FHLB Dallas shall immediately so provide the requested Trust Receipts to the Depositor, at no cost to the Depositor. 3. Required Collateral Value. Bank agrees with Depositor that the total market value of the Collateral securing uninsured deposits maintained by Depositor with Bank will at all times during the term of the Agreement be not less than (i) one hundred ten percent (110%) of the amount of such uninsured deposits, if the determination of the market value of Collateral is calculated less frequently than weekly by Bank, or (ii) one hundred five percent (105%) of the amount of such uninsured deposits if the determination of the market value of Collateral is calculated at least weekly by Bank (the "Required Collateral Value"). To insure that the Required Collateral Value is maintained, Bank will redetermine, on a daily basis, the amount of Depositor's uninsured deposits (taking into account that day's deposits, accrued interest, disbursements and withdrawals) held by Bank and (using the most recently determined market value of the Collateral) promptly add any additional Collateral which may be necessary to maintain the Required Collateral Value by either (i) depositing with Custodian for the purposes of this Agreement any additional Collateral or (ii) if the Custodian is the Federal Reserve Bank, transferring additional Collateral to a restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank. Determination of the market value of Collateral by Bank will be calculated periodically as indicated by Bank on the signature page hereof or more frequently on Depositor's request; provided, however, the foregoing shall not relieve Bank of its obligation to fully collateralize at all times the Depositor's uninsured deposits with Bank. If upon the periodic determination of the Collateral's market value as set forth herein, the Required Collateral Value is not then maintained, Bank will promptly deposit with Custodian for the purposes of this Agreement additional Collateral necessary to maintain the Required Collateral Value. 4. Release of Collateral. Custodian shall not release any part of the Collateral without Depositor's written authorization. Depositor agrees to furnish such authorization promptly upon Bank's request under the circumstances described in Sections 5, 6, or 8 of this Agreement. Depositor's authorization to Custodian to release from the Collateral only designated Eligible Securities shall terminate the security interest granted by Bank in this Agreement only with respect to such designated Eligible Securities. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the -3- 386299_10 provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the release of Collateral. 5. Substitution of Collateral. It is hereby agreed that upon obtaining the prior written consent of the Depositor, which consent shall not be unreasonably withheld, substitutions of the Collateral held hereunder may be made at any time so long as the fair market value of the Eligible Securities being substituted is at least equal to the fair market value of the Eligible Securities being removed. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the substitution of Collateral. 6. Excess Collateral. At such times as the aggregate market value of the Collateral held by Custodian exceeds the Required Collateral Value, Depositor, upon request by Bank, shall authorize Custodian to permit Bank to release the excess portion of the Collateral. Custodian shall have no further liability to Depositor with respect to those Eligible Securities released upon Depositor's authorization. 7. Additional Collateral. If at any time the aggregate market value of Collateral held by Custodian is less than the Required Collateral Value, Bank shall immediately upon learning of such circumstance, and without further action by Depositor, promptly either (i) deposit with Custodian sufficient additional Eligible Securities of the type specified in Section 1 as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value, or (ii) transfer additional Eligible Securities of the type specified in Section 1 to the restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value and cause the Federal Reserve Bank to issue a corresponding Advice (and Bank will deposit with the Federal Reserve Bank additional Eligible Securities if and to the extent necessary to fulfill its obligations under this Agreement). 8. Earnings and Payments on Collateral. Bank shall be entitled to the interest income and earnings paid on the Collateral and Custodian may dispose of such interest income and earnings as directed by Bank without approval of Depositor, so long as Depositor has not notified Custodian of Bank's default under this Agreement. Bank shall not be entitled to and Custodian shall not release to Bank any partial or full call of the Collateral without Depositor's prior written authorization as described in Section 4 of this Agreement. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the disposition of interest earnings and principal payments on the Collateral. 9. Default and Remedies. If Bank fails at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit or becomes insolvent or materially breaches its contract with Depositor, a default shall exist under this Agreement and Depositor shall give written notice of such default to Bank, and Bank shall have ten (10) days to cure same. In the event Bank fails to do so, it shall be the duty of Custodian, upon written demand of Depositor, to surrender or transfer the Collateral to Depositor or Depositor's nominee and Bank -4- 386299 10 hereby irrevocably authorizes Custodian to surrender or transfer the Collateral upon the conditions herein specified. Depositor may sell all or any part of such Collateral in a commercially reasonable manner and out of the proceeds of the Collateral may pay Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency sale. Depositor shall account to Bank for the remainder, if any, of said proceeds or Collateral remaining unsold. Such sale may be either at public or private sale; provided, however, Depositor shall give Bank ten (10) days' written notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder for cash. Depositor and Bank shall have the right to bid at such sale. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the Depositor's exercise of remedies against the Collateral. 10. Authorization and Records. The Bank Board has authorized the pledge of Bank assets to collateralize uninsured deposits maintained by Depositor pursuant to resolutions substantially in the form of Annex I attached to the form of Resolution Certificate and Certificate of Incumbency attached hereto as Exhibit "B" (the "Resolution Certificate"), and has authorized the undersigned Bank officer to enter into, execute and deliver to Depositor this Agreement on behalf of Bank and to take all action which may be necessary or appropriate to create and perfect the security interest in the Collateral contemplated hereunder. Bank shall deliver to Depositor a fully executed Resolution Certificate as a condition precedent to the effectiveness of this Agreement and shall advise Depositor immediately of any revocation, amendment or modification thereof. Bank acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the District which may be deposited or invested with Bank are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the Districts outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the holder(s) of the District's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the District's bonds and notes. Bank further acknowledges that the District may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the District's outstanding bonds and notes. Bank shall continuously maintain an executed copy of this Agreement, its copies of all Trust Receipts, Releases and Advices, and the Resolution Certificate among its official "deposit account records" (as defined in 12 C.F.R. §330.1(e)) until such time as this Agreement is terminated and all uninsured deposits of Depositor have been properly and fully paid out. This Agreement may be executed in one or more counterparts, each of which shall be an original. 11. Authorized Representative: Depositor Agreements. The Depositor hereby confirms that it has previously authorized its Investment Officer and/or Tax Assessor -Collector to execute this Agreement and any documentation required in connection therewith, including specifically pursuant to the Applicable Regulations and documentation related thereto, and to represent it and act on its behalf in any and all matters of every kind arising under this -5- 386299_10 Agreement. During the term of this Agreement, the Depositor may further designate an additional officer or officers to singly or jointly represent and act on behalf of Depositor in any and all matters of every kind arising under this Agreement and, in such event, shall provide written notice thereof to Bank. In the event of any conflict between the provisions of this Agreement and any other agreement between the Depositor and the Bank relating to the deposits, this Agreement will control, unless the conflict is with the Applicable Regulations, in which event the Applicable Regulations will control. Bank and Depositor specifically agree that Depositor's prior approval is required for any par -for -par Collateral substitutions. 12. Custodian as Bailee. Custodian will promptly identify the pledge by Bank to Depositor of the Collateral on the Custodian's books and records and any additional or substitute Collateral and issue to Bank and Depositor Trust Receipts covering the Collateral. Similarly, Custodian will promptly remove from its books and records any securities released from the pledge by Bank in compliance with the terms of this Agreement and issue to Bank and Depositor appropriate Releases identifying the released securities. Custodian acknowledges that it is the bailee of Depositor for purposes of Section 2257.044 of the Public Funds Law, and its custodial capacity is deemed to be set forth on any Trust Receipt delivered to Bank and Depositor, whether such capacity is expressly so noted or not. If the Custodian is the Federal Reserve Bank, this section shall not apply, but Bank acknowledges the provisions of the Applicable Regulations which provide that the Federal Reserve Bank is acting as custodian/bailee; that the Collateral identified on the Advice is subject to the custodial provisions of the Applicable Regulations; and that the disposition thereof is subject to Depositor's approval. 13. Financial Condition. Bank will provide a statement of its financial position to the Depositor on at least a quarterly basis. Bank will provide to the Depositor an annual statement audited by its outside auditors including a statement by its outside auditors as to its "fair presentation." 14. Amendment. Modification. Renewal. Each permitted release of previously pledged Collateral and each addition to or permitted substitution for Collateral shall be deemed and considered, without further action by Bank or Depositor, as an amendment to Exhibit "A" attached hereto and a contemporaneous renewal and extension of this Agreement for the term hereinafter stated upon the same terms and containing the same provisions as set forth herein, except as the Collateral subject to this Agreement may be modified or amended thereby; provided, however, that any such renewal and extension shall not affect any transaction entered into prior to such renewal and extension until Bank shall have properly and fully paid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's sole control all Collateral then in Custodian's possession. Otherwise, this Agreement may not be amended or modified except by mutual written agreement of the parties hereto. 15. Term. Unless sooner terminated as hereinafter provided, the term of this Agreement, and any renewal or extension hereof resulting from any release, addition to or substitution of securities pledged as Collateral hereunder, shall commence on the date of this Agreement, or the date of such release, addition or substitution, and continue for a term of ten (10) years. -6- 386299_10 16. Termination. Either Depositor, Bank or Custodian may terminate this Agreement prior to the expiration of the term hereof upon thirty (30) days' advance written notice to the other parties or by entering into a new Public Funds Depositor Collateral Security Agreement which is intended to supercede and replace this Agreement; provided, however, that the terms of this Agreement shall continue to apply to all transactions entered into prior to such termination and until Bank shall have properly and fully paid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's sole control all Collateral then in Custodian's possession. 17. Custodian Fees. Any and all fees associated with the Custodian's holding of Collateral for the benefit of the Depositor will be paid by Bank and the Depositor will have no liability therefor. 18. Representations. (a) Pursuant to Chapter 2271, Texas Government Code, as amended, Bank and Custodian each hereby verify, on behalf of themselves but not the other, that Bank and Custodian, including any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. The term "boycott Israel" has the meaning assigned to such term in Section 808.001, Texas Government Code, as amended. (b) Pursuant to Chapter 2252, Texas Government Code, Bank and Custodian each hereby represent and certify, on behalf of themselves but not the other, that at the time of execution of this Agreement neither Bank nor Custodian, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. Representations. (a) As required by Chapter 2271, Texas Government Code, Bank hereby verifies that Bank, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. Custodian hereby verifies that Custodian, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. The term "boycott Israel" has the meaning assigned to such term in Section 808.001 of the Texas Government Code, as amended. (b) Pursuant to Chapter 2252, Texas Government Code, Bank represents and certifies that, at the time of execution of this Agreement neither Bank, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. Custodian represents and certifies that, at the time of execution of this Agreement neither Custodian, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. -7- 386299 10 (c) Pursuant to Section 2276.002, Texas Government Code, as amended, Bank and Custodian each hereby verify, on behalf of themselves but not the other, that Bank and Custodian, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, does not boycott energy companies, and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" shall have the meaning assigned to the term "boycott energy company" in Section 809.001, Texas Government Code, as amended. (d) Pursuant to Section 2274.002, Texas Government Code, as amended, Bank and Custodian each hereby verify, on behalf of themselves but not the other, that Bank and Custodian, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, (i) does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade association during the term of the Agreement. As used in the foregoing verifications, "discriminate against a firearm entity or trade association" shall have the meaning assigned to such term in Section 2274.001(3), Texas Government Code, as amended. (e) Bank acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the Depositor which may be deposited or invested with Bank are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the Depositor's outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the holder(s) of the Depositor's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the Depositor's bonds and notes. Bank further acknowledges that the Depositor may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the Depositor's outstanding bonds and notes. (f) Bank will continuously maintain an executed copy of this Agreement in its "deposit account records" (as defined in 12 C.F.R. §330.1(e)) for so long as Bank holds any funds of or within the custody of the Depositor. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas. 20. Parties in Interest. This Agreement shall be for the benefit of the Parties hereto and their legal successors and assigns and, except as may be provided in Section 10 hereof, shall not be construed to confer rights upon any other person. [Signature Pages Follow] -8- 386299_10 In witness whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day first above written. DEPOSITOR: ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: Name: Title: -9- 386299_10 Bank hereby agrees that it will periodically determine the market value of Collateral and maintain the corresponding Required Collateral Value throughout the term of this Agreement as indicated below (provided, however, that in the event no indication is made below, the Required Collateral Value for all purposes of this Agreement shall be 110%): BANK: By: . Name: Title: ❑ Less frequent than weekly ❑ Weekly No less than 110% No less than 105% TEXAS ETHICS COMMISSION FORM 1295 COMPLIANCE UNDER SECTION 2252.908, TEXAS GOVERNMENT CODE, AS AMENDED, A GOVERNMENTAL ENTITY MAY NOT ENTER INTO CERTAIN CONTRACTS WITH A BUSINESS ENTITY UNLESS THE BUSINESS ENTITY SUBMITS A DISCLOSURE OF INTERESTED PARTIES FORM (A "FORM 1295") TO THE GOVERNMENTAL ENTITY AT THE TIME THE BUSINESS ENTITY SUBMITS THE SIGNED CONTRACT TO THE GOVERNMENTAL ENTITY. BY EXECUTION OF THIS AGREEMENT ABOVE AND BELOW, THE BUSINESS ENTITY REPRESENTS AND WARRANTS TO THE DISTRICT THAT IT (CHECK THE APPROPRIATE BOX): ❑ IS A PUBLICLY TRADED BUSINESS ENTITY, OR A WHOLLY OWNED SUBSIDIARY OF A PUBLICLY TRADED BUSINESS ENTITY, AND A FORM 1295 IS NOT REQUIRED TO BE SUBMITTED TO THE DISTRICT PURSUANT TO SECTION 2252.908(C)(4), TEXAS GOVERNMENT CODE, AS AMENDED; OR ❑ SUBMITTED THE ATTACHED AND FOLLOWING FORM 1295 TO THE DISTRICT ON , 20_, WHICH IS THE TIME BUSINESS ENTITY SUBMITTED THE SIGNED AGREEMENT TO THE DISTRICT. -10- 386299_10 REPRESENTATIVE OF BUSINESS ENTITY The Custodian, if other than the Federal Reserve Bank, joins in the execution of this Agreement for purposes of Sections 4, 8, 9, 12, 16, and 18, and if the Custodian is the Federal Reserve Bank, such joinder is to be evidenced as set forth in the Applicable Regulations, the Advice and any documentation related thereto. CUSTODIAN: By: Name: Title: TEXAS ETHICS COMMISSION FORM 1295 COMPLIANCE UNDER SECTION 2252.908, TEXAS GOVERNMENT CODE, AS AMENDED, A GOVERNMENTAL ENTITY MAY NOT ENTER INTO CERTAIN CONTRACTS WITH A BUSINESS ENTITY UNLESS THE BUSINESS ENTITY SUBMITS A DISCLOSURE OF INTERESTED PARTIES FORM (A "FORM 1295") TO THE GOVERNMENTAL ENTITY AT THE TIME THE BUSINESS ENTITY SUBMITS THE SIGNED CONTRACT TO THE GOVERNMENTAL ENTITY. BY EXECUTION OF THIS AGREEMENT ABOVE AND BELOW, THE BUSINESS ENTITY REPRESENTS AND WARRANTS TO THE DISTRICT THAT IT (CHECK THE APPROPRIATE BOX): ❑ IS A PUBLICLY TRADED BUSINESS ENTITY, OR A WHOLLY OWNED SUBSIDIARY OF A PUBLICLY TRADED BUSINESS ENTITY, AND A FORM 1295 IS NOT REQUIRED TO BE SUBMITTED TO THE DISTRICT PURSUANT TO SECTION 2252.908(c)(4), TEXAS GOVERNMENT CODE, AS AMENDED; OR ❑ SUBMITTED THE ATTACHED AND FOLLOWING FORM 1295 TO THE DISTRICT ON , 20 , WHICH IS THE TIME BUSINESS ENTITY SUBMITTED THE SIGNED AGREEMENT TO THE DISTRICT. -11- 386299_10 REPRESENTATIVE OF BUSINESS ENTITY EXHIBIT "A" [Description of Eligible Securities Pledged] EXHIBIT "B" RESOLUTION CERTIFICATE AND CERTIFICATE OF INCUMBENCY OF (the "BANK") The undersigned hereby certifies as follows: 1. I am the officer of the Bank holding the title designated on the signature line of this Certificate. 2. Attached hereto as Annex I is a full, true and correct copy of resolutions (the "Resolutions") duly adopted by the [Board of Directors] [Loan Committee] of the Bank in conformity with the Articles of Association and By-laws of the Bank and in accordance with the laws of the State of Texas. 3. The Resolutions have not been amended, modified or rescinded, and are in full force and effect on the date hereof. 4. The Bank is duly organized and existing under the laws of 5. All franchise and other taxes required to maintain the Bank's existence have been paid and none of such taxes are delinquent. 6. No proceedings are pending for the forfeiture of the Bank's authority to do business or for its dissolution, voluntarily or involuntarily. 7. The Bank is qualified to do business in each state where the nature of its business requires such qualification. 8. There is no provision in the Articles of Association, By-laws or any other agreement, indenture or contract to which the Bank or its property is subject which limits the Resolutions, and the Resolutions are in conformity with the provision of the Bank's Articles of Association and By-laws and with proceedings of the Board of Directors. 9. This resolution is made in order to comply with requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and 12 U.S.C. 1823(e), and shall constitute a business record of the Bank and shall be continuously maintained in the official business records of Bank. 10. The undersigned officers have been duly elected to the positions set opposite their respective names below and are qualified to act in the present capacities in which they sign for the Bank. 11. The signatures appearing opposite each of the undersigned officers is his or her authentic signature and each of the undersigned holds the office designated for the same. Name Office Si>?nature EXECUTED the day of , 20 386299_10 Name: Title: [Secretary] [Recording Officer] -2- ANNEX RESOLUTIONS RESOLVED, that this Bank shall secure all deposits of Rock Prairie Management District No. 2 (the "District") in excess of amounts insured by the Federal Deposit Insurance Corporation ("Excess Funds") on deposit with the Bank at any time in whatever amount; and further RESOLVED, in regard to the above referenced deposits, that the Chairman of the Board of Directors, President, any Executive Vice President, any Vice President, any Assistant Vice President, or any other officer of the Bank is hereby authorized and directed to execute for and on behalf of the Bank the following documents, it being further agreed that the execution of any of the same prior to the adoption of these resolutions is hereby ratified, confirmed and adopted: 1. A Public Funds Depositor Collateral Security Agreement (the "Collateral Security Agreement") in favor of the District, covering the Collateral described therein; 2. Such other and further documents as may be deemed necessary or desirable by such officer or as required by the District in regard to the securing of the Excess Funds; and further RESOLVED, that the officers executing any of the above described documents are hereby authorized and empowered to do and perform any and all actions required by the terms and provisions of same to execute the same in the name and on behalf of the Bank, in such number of counterparts as the officer or officers executing the same shall deem necessary or desirable, with such terms, conditions, modifications, changes and provisions as the officer or officers executing the same may approve, the execution of such documents to evidence approval of the terms thereof conclusively; and further RESOLVED, that any and all instruments executed and delivered on behalf of the Bank in connection with these resolutions by any person purporting to be an officer of the Bank shall be deemed to be the act of the Bank and shall be in all respects binding against the Bank; and further RESOLVED, that all actions of all officers, agents or other representatives of the Bank taken or performed up to the date hereof in respect to the preparation, execution and delivery of the documents, certificates or other instruments contemplated hereby, and the taking prior to the date hereof of any and all actions otherwise required by the terms and provisions of the above referenced documents, be, and they hereby are, in all respects approved, ratified and confirmed; and further RESOLVED, that this approval is intended to comply in all respects with the requirements of applicable statutory law relating to insurance of accounts including specifically, but without limitation, the requirements of 12 U.S.C.A. §§ 1821(d)(9)(A) and 1823(e); and further RESOLVED, that any deposit agreements between Bank and District and/or the Collateral Security Agreement are all intended to be, and shall be deemed to be, official records of the Bank; and further RESOLVED, that any deposit agreements between Bank and District, the Collateral Security Agreement and these Resolutions shall be continuously maintained in the business records of the Bank. -2- 386299-8 EXHIBIT "E" Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING SEPTEMBER 30, 2023 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/23 RECEIVABLES SUMMARY 2022 Balance Forward Levy at 05/31/23 FYE CAD Changes / Uncollectible $13,228.60 $219.07 13,447.67 Outstanding Balance forward Prior Years (2021-2010) at 05/31/23 FYE $0.00 $0.00 0.00 13,447.67 CAD Changes / Uncollectible Total Levy to be collected Collection prior months (all years) ($9,085.97) 2022 Taxes Collected net NSF & KR Refunds during current month ($2,281.84) Taxes Collected for Prior Years net NSF & KR Refunds $0.00 (11,367.81) 2,079.86 Total Outstanding Balance TAX ACCOUNT Beginning Balance — Tax Account 25,873.12 Income Taxes Collected Current Year $2,281.84 Taxes Collected Prior Year $0.00 10% Rendition Penalty $0.00 Penalties & Interest $456.37 Collection Fee Paid $547.64 Overpayments $4.24 NSF or Reversals, Bank Charges $0.00 Other Fees & Court Costs, Etc $0.00 CCI Overpayment $0.00 Earned Interest $0.00 $3,290.09 Expenses CK# 1232 Void Check - Printer Error CK# 1233 Perdue Brandon Fielder Collins & Mott-Delq Atty Coll (12/22 & 9/2023) CK# 1234 Brazos CAD August 1, 2023 Estimate of Value Invoice MD2-001 CK# 1235 B&A Municipal Tax Service, LLC - Invoice MD2-199 CK# 1236 B&A Municipal Tax Service, LLC - Invoice MD2-200 CK# 1237 Brazos CAD: 1st Qtr 2024 Assessment Holding Check CK# 1238 Brazos CAD: 2nd Qtr 2024 Assessment Holding Check CK# 1239 Brazos CAD: 3rd Qtr 2024 Assessment Holding Check CK# 1240 Brazos CAD: 4th Qtr 2024 Assessment Holding Check CK# 1241 Rock Prairie Management Distrct 2 - Operating 29,163.21 $0.00 $550.70 $500.00 $824.90 $641.58 $0.00 $0.00 $0.00 $0.00 $547.64 $3,064.82 Ending Balance —Tax Account 26,098.39 A 6 11A11A1rrIA6,1 TAY `.Fp /IrF I.1 r 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 9/30/23 OUTSTANDING TAXES - YEAR TO DATE BALANCE FORWARD CAD TAX @ SUPPLEMENTS & YEAR 10/01/22 CORRECTIONS UNCOLLECTIBLE 2022 $366,474.63 ($2,531.30) $0.00 2021 $216,956.04 $0.00 $0.00 2020 $117,666.69 $0.00 $0.00 2019 $73,299.93 $0.00 $0.00 2018 $49,461.25 $0.00 $0.00 2017 $19,962.78 $0.00 $0.00 EXEMPTIONS & TAX RATES TAX YEAR 2022 2021 2020 2019 2018 2017 HOMESTEAD EXEMPTION 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% DISTRICT VALUES TAX YEAR 2022 2021 2020 2019 2018 2017 LAND & IMPROVEMENTS 74,235,602 43,412,055 22,941,412 14,898,546 9,881,920 4,069,643 OVER 65 / DISABLED 0 0 0 0 0 0 AG NET 8,296 8,675 7,123 14,370 28,690 27,010 COLLECTIONS $361,863.47 $216,956.04 $117,666.69 $73,299.93 $49,461.25 $19,962.78 DEBT SERVICE M & O RATE RATE 0.12000 0.00000 0.17000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 PERSONAL PROPERTY 120,621 608,274 617,829 909,670 309,850 0 EXEMPTIONS 1,575,865 637,793 33,002 1,162, 600 328,210 104,096 OUTSTANDING TAXES $2,079.86 $0.00 $0.00 $0.00 $0.00 $0.00 $2,079.86 ROAD BOND DEBT RATE 0.38000 0.33000 0.00000 0.00000 0.00000 0.00000 TOTAL VALUE 72,788,654 43,391,211 23,533,362 14,659,986 9,892,250 3,992,557 COLLECTIONS PERCENTAGE 99.43% 100.00% 100.00% 100.00% 100.00% 100.00% TOTAL RATE 0.50000 0.50000 0.50000 0.50000 0.50000 0.50000 SR KR 38 38 67 67 87 87 99 99 105 105 101 101 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 3 MUNICIPAL TAX SERVICE,LLC BEGINNING BALANCE INCOME 10% Rendition Penalty Collection Fee Earned Interest Overpayments Penalty & Interest Rollback Tax Collected Taxes Collected Total Income ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/23 PROFIT & LOSS CURRENT MONTH 09/01/23 - 09/30/23 30,434.24 0.00 547.64 0.00 4.24 456.37 0.00 2,281.84 3,290.09 FISCAL YEAR 6/01/23 - 9/30/23 46,650.66 0.00 1,472.57 0.00 4.24 1,371.86 0.00 11, 753.48 14,602.15 EXPENSES Audit/Records 0.00 175.00 Bank Charges 0.00 0.00 Bond Premium 0.00 50.00 CAD Fees 812.75 1,625.50 f Certificate of Value 0.00 0.00 Copies 68.00 311.20 Correction Roll Refunds 0.00 385.67 Correction Roll Rendition Refunds 0.00 0.00 Continuing Disclosure 0.00 0.00 Court Affidavits 0.00 0.00 Delinquent Tax Attorney Assistance 15.00 60.00 Delinquent Tax Attorney Fee 888.45 924.93 Estimate of Value 450.00 450.00 Financial Advisor Assistance 0.00 0.00 Unclaimed Property Report 0.00 0.00 Legal Notices 0.00 0.00 Mailing & Handling 0.00 50.64 Meeting Travel & Mileage 290.04 810.12 NSF, Reversals, Stop Pay 0.00 0.00 Overpayment Refund 0.00 0.00 Public Hearing 0.00 0.00 Records Retention 1.64 10.54 Research 0.00 0.00 Roll Update & Processing 0.00 225.00 Senate Bill 2 to CAD (5 Yr History) 0.00 0.00 Supplies 0.00 104.01 Tax Assessor Collector Fee - AB 824.90 3,299.60 Transfer to Rollback Collected 0.00 0.00 Transfer to Maintenance & Operating 1,210.34 3,607.39 Transfer to Road Debt Service 0.00 20,000.00 4,561.12 32,089.60 ENDING BALANCE 29.163.21 29 163.21 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 4 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/23 October November December January February March April 1 May June July August September 20221 $2,281.84 2022 $19,553.67 $25,643.23 $50,710.36 $221,635.93 $10,057.86 $5,972.86 $10,976.90 YEAR TO YEAR COMPARISON cyo 2021 5.34%. 12.33% 26.17% 86.66% 90.07% 91.71 % 94.73°I° $5,944.85 96.36% $3,564.60 $863.97 $5,043.07 $2,281.84 97.34% 97.42% 98.80% 99.43% $0.00 $27,879.54 $47,161.03 $96,284.05 $32,143.07 $1,284.59 $0.00 $9,110.62 $25.55 $1,447.70 $1,497.71 $0.00 MONTHLY COLLECTIONS 20211 2019 1 $0.00 $0.00 VARIANCE 0.00% 5.34% 12.87% -0.54% 34.64% -8.47% 79.10% 7.56%! 93.94%1 -3.87% ° ° 94.53 /o -2.82 /o 94.53% 0.20%+ 98.56% -2.20% 98.57% -1.23% 99.24% -1.82% 99.93% -1.13% 99.93% -0.50% B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 5 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MGT DIST NO. 2 FOR THE PERIOD ENDING 09/29/2023 PLEDGED SECURITIES REPORT SECURITES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE - YES TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON COLLATERAL SECURITY REQUIRED: NO TYPE OF PLEDGED INVESTMENT: IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: YES B A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY SUITE 620 HOUSTON, TX 77040 MAIN 713-900-2680 FAX 713-900-2685 PS STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor -Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of October 2023. REBECCA LYNN BREWER r { Notary ID #1258819 My Commission Expires a March 1, 2024 I Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 Jurisdiction: MD2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Deposits Report For Dates 9/1/2023 thru 9/30/2023 Page 1 9/29/2023 4:51 PM Bank WELLS FARGO BANK GL Account Summary Taxes Paid P&I Paid Coll Fee Paid Refund Deposit Date Deposit No Ck/Cash CC WACH Deposit Amount 9/5/2023 2023067 0 1 0 363.55 9/15/2023 2023068 1 0 0 513.11 9/18/2023 2023069 1 0 0 516.66 9/25/2023 2023070 1 0 0 1,896.77 Total Deposits 4 3 1 0 3,290.09 2022 Total Report 2,281.84 2,281.84 456.37 456.37 547.64 547.64 4.24 4.24 3,290.09 3,290.09 ',13 - 5 ta? 3t Cd4 rn a060-. PA_ ID,a 1a63 Report Prepared by B&A Municipal Tax www bamunitax.com Jurisdiction: MD2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Deposits Report For Dates 12/1/2022 thru 12/31/2022 Page 1 1/5/2023 9:35 AM Bank WELLS FARGO BANK GL Account Summary Taxes Paid P&I Paid Coll Fee Paid Deposit Date 12/5/2022 12/5/2022 12/8/2022 12/8/2022 12/8/2022 12/11/2022 12/15/2022 12/18/2022 12/18/2022 12/20/2022 12/20/2022 12/21/2022 12/22/2022 12/22/2022 12/23/2022 12/27/2022 12/27/2022 12/23/2022 12/28/2022 12/30/2022 12/31/2022 Total Deposits 2022 50,710 36 50, 710.36 Deposit No Ck/Cash CC WACH 2022063 1 0 0 2022064 2 0 0 2022065 3 0 0 2022066 0 1 0 2022067 0 1 0 2022068 0 2 0 2022069 0 1 0 2022070 1 0 0 2022071 2 0 0 2022072 0 0 1 2022073 13 0 0 2022074 2 0 0 2022075 0 0 1 2022076 0 0 0 2022077 0 0 1 2022078 8 0 0 2022079 1 0 0 2022080 1 0 0 2022081 1 0 0 2022082 3 0 0 2022083 0 0 1 21 38 5 4 2021 Total Report 12.42 50,722.78 2.86 2.86 3.06 18.34 50,728.70 Deposit Amount 467.10 4,283.64 8,010.84 545.56 1,377.10 30.84 338.59 1,339.50 4,089.59 1,751.16 13,963.31 1,566.17 1,480.00 0.00 348.60 8,092.04 250.00 394.20 317.90 713.18 1,369.38 50,728.70 3.06 _PJ Report Prepared by B&A Municipal Tax www.bamunitax com BRAIDS CENTRAL APPRAISAL DISTRICT BRAZOS COUNTY, TEXAS 4051 PENDLETON DR BRYAN, TX 77002-2465 August 31, 2023 Uri Geva, President Rock Prairie Management District #2 c/o B & A Municipal Tax Service LLC 13333 Northwest Freeway, Ste 620 Houston, TX 77040 RE: Invoice MD2 001 Quantity Document Type 1 Estimate of Value TOTAL DUE Please remit payment within 30 days to: Brazos Central Appraisal District ATTN: Accounts Payable 4051 Pendleton Drive Bryan, TX 77802-2465 Dana Horton Chief Appraiser Phone (979) 774-4100 Fax (979) 774-4196 Entity Name Amount Due Rock Prairie Management $500.00 District #2 $500.00 ?4_ 10•0 l -a3 C1L- 10234 MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Date E10/1/2023 Invoice Invoice # MD2-199 Description Unit Count Rate Amount Avik Bonnerjee, RTA - Tax Assessor Collector Fee October 817.70 817.70 2023. 2022 Additional Unit Count Invoiced 2023 8 0.90 7.20 Thank you for your business. Total $824.90 dr is o l • 1 a`5.5s" 13333 Northwest Freeway, Suite 620 • Houston, TX 77040 ■ PH:713-900-2680 a www.bamunitax.com MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Invoice Date Invoice # 10/1/2023 MD2-200 Description Unit Count Rate Amount Supplies for 2023 Tax Year (Pressboard File Folders, Manila 15.04 15.04 File Folders, QB Envelopes) Copies 289 0.20 57.80 Postage, Mailing, and Handling (8) 8.24 8.24 Roll Update & Processing Hrs. (July and August Rolls - 2.25 75.00 168.75 includes 2023 Certified Rolls) Statement Mailing & Handling: 3rd Quarter Notices 0.25 75.00 18.75 (July -Sept 2023) Records Retention 13.05 13.05 Preparation of Delq. Atty. Electronic Files 15.00 15.00 2023 Tax Rate Publication - The Eagle Invoice Number 3007 344.95 344.95 (Visa Credit Card ) Thank you for your business. Total 13333 Northwest Freeway, Suite 620 e Houston. TX 77040 • PH:713-300-2680 • www.bamunitax.com I60I.93 C-j- lg-? $641.58 MUNICIPAL TAX SERVICE,LLC TAX YEAR M & O RATE 2022 0.120000 2021 0.170000 2020 0.50000 2019 0.500000 2018 0.500000 2017 0.500000 DATE: 10.01.23 PAID CHECK # ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/23 PERCENTAGE 24.00% 34.00% 100% 100% B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 MAINTENANCE & OPERATING COLLECTIONS $2,281.84 $0.00 $0.00 PENALTIES & INTEREST $0.00 $0.00 $0.00 $0.00 $0.00_ $0.00 $0.00 100% 100% $0.00 $0.00 LESS CORRECTION ROLLS LESS REVERSALS $0.00 $0.00 L $0.00 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 LESS 0.00 TRANSFER $547.64 $0.ob $0.00 $0.00 $0.00 $0.00 $0.00 $547;6 1 EXHIBIT "F" EHRA ENGINEERING THE FUTURE SINCE 1936 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ENGINEERING REPORT OCTOBER 2023 Engineering Report, including: TBPE No. F-726 TBPLS No. 10092300 a. Authorize the design and/or advertisement of bids for construction of facilities within the District and approval of related storm water plans, including: 1. Status of design of Preliminary Plan for Midtown City Center, Phase 406A & 406B The Design Engineer is the design phase for construction documents. Board Action: None 2. Advertisement of Midtown City Center, Phase 111 The Project is being advertised for bids on September 9th and 16th with bids opened on September 27, 2023. Board Action: None b. Authorize the award of/or concurrence in award of contracts for the construction of facilities within the District, authorizing acceptance of Texas Ethics Commissions ('TEC") Form 1295, and approval of any storm water permits. Bids for Midtown City Center, Phase 111 were opened on September 27, 2023. The design engineer is recommending Greens Prairie Investors, Ltd in the amount of $291,706.40. Board Action: Award Contract to Greens Prairie Investors, Ltd. Subject to review of form 1295 by Attorney c. Status of construction of facilities to serve land within the District, including the approval of any pay estimates and change orders and authorize acceptance of TEC Form 1295, including: 1. Midtown Subdivision, Phase 109 and 112 by Greens Prairie Investors, Ltd. Contractor: Greens Prairie Investors, Ltd. Contract Time: 150 Days Pay Request No. Six is attached in the amount of $31,140.00. Board Action: Approve Pay Request EHRA Engineering 110011 Meadowglen Lane' Houston, Texas 770421 t 713.784.45001 f 713.784.4577 EHRAinc Rock Prairie Management District No. 2 October 2023 Page 2 2. Midtown City Center, Phase 404A by Terra Bella Construction, LLC. No additional Pay Requests have been received for processing. The project was approximately 85% completed as of the last Pay Estimate. There was a long lead time for street lights but they are currently under construction. Board Action: None d. Acceptance of site and/or easement conveyances for facilities to be constructed for the District and acceptance of facilities for operation and maintenance purposes. Board Action: None e. Status of acceptance by the City of College Station, Texas for maintenance of streets. Board Action: None. EHRA EHRA Engineering 110011 Meadowglen Lane I Houston, Texas 77042 I t 713.784.4500 11713,784.4577 ENGINEERING THE FUTURE SINCE 1936 EHRA TBPE No. F-726 Construction Progress Report and Pay Request No. Six Date: October 2, 2023 Owner: College Station Downtown Residential, LLC 1140 Midtown Drive College Station, Texas 77845 Notice to Proceed Date: Contract Days: Percent Project Complete: February 1, 2023 Project No.: 151-068-14 CPS Project: Rock Prairie Management District No. 2 Midtown Reserve Subdivision Phase 109 & 112 Contractor. Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, TX 77845 Original Contract Amount: Contract Quantity Adjustment No. 1: Change Order No. 1: Contract Quantity Adjustment No. 2: 150 Total Contract Amount To Date: 100% Total Amount In Place To Date: Less 10% Retainage: Balance: Less Previous Payments: Total Amount Due this Report: $2,192,937.50 ($65,320.00) $12,000.00 $8,160.00 $2,147,777.50 $2,139,697.50 ($213,969.75) $1,925,727.75 ($1,894,587.75) $31,140.00 Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractor's Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. Six An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval: EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA 1atort 4. kediaf Jason Keeling Senior Construction Project Manager Please Remit Payment To: Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, TX 77845 Date: 10 / 02 / 2023 10/02/2023 Date: Robert D. Atkinson, Jr., P.E. Practice Area Leader - District Services cc: Rock Prairie Management District No. 2 c/o Schwartz, Page & Harding, LLP Texas Commission on Environmental Quality - Reg 12 P:\151-068-14\CPS\Midtown Ph 109 & 112\Pay Request\Pay Request No. 06\Greens Prairie - Pay Reqest No. 06 Document Ref XAZEI-U2K5,1-6ABRU-7HIUPS SCHULTZ Engineering, LLC Office: 979.764.3900 Fax: 979.764.3910 October 11, 2023 Robert D. Atkinson, Jr., P.E. Sr. Vice President EHRA Engineering 10555 Westoffice Drive Houston, TX 77042 Re: RECOMMENDATION TO AWARD CONTRACT Midtown City Center Subdivision Phase 111 for Rock Prairie Management District No. 2 151-068-15 CPS Dear Mr. Atkinson: We have reviewed the bids for the referenced project which we received on September 27, 2023. Attached please find a tabulation of those bids. Green Prairie Investors, Ltd. has submitted the low base bid of $291,706.40 along with an adequate bid security. We have checked references of this company and feel comfortable with their ability to complete the work. Therefore, if they provide adequate performance and payment bonds, we recommend that the district award the contract to Green Prairie Investors, Ltd. Please do not hesitate to contact us should you have any questions or require additional information. Sincerely, Richar. (Ricky) Flores SCHULTZ ENGINEERING, LLC Project Manager 911 Southwest Parkway E • College Station, Texas 77840 schultzeng.com ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MIDTOWN CITY CENTER SUBDIVISION PHASE 111 UNIT BID TABULATION GREENS PRAIRIE INVESTORS, LTD ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1 GENERAL ITEMS $45,196.00 TERRA BELLA CONSTRUCTION BIDDER NO. 2 UNIT PRICE AMOUNT UNIT PRICE AMOUNT 1 Mobilization, Overhead and Construction Staking LS 1 $2,000.00 $2,000.00 $37,000.00 $37,000.00 2 3 College Station Development Permit Allowance (Minimum Bid $16,500) Site Preparation, Clearing and Grubbing, (including root raking; all cleared and grubbed debris to be disposed by either of the following two (2) methods: on -site using an approved trench burner or disposed of off -site by the Contractor and no additional expense to the Owner) LS 1 $16,500.00 $16,500.00 $16,500.00 516,500.00 AC 4.0 $100.00 $400.00 $2,750.00 $11,000.00 4 As -Built Topographical Survey LS 1 $2,000.00 $2,000.00 $3,500.00 $3,500.00 5 Fine Grading, Topsoil Removal and Replacement, LS 1 $1,000.00 $1,000.00 $25,000.00 $25,000.00 complete in place 6 Pavement Striping and Markings, complete in place LS 1 $100.00 $100.00 $3,000.00 $3,000.00 7 Street Signs, complete in place EA 1 $800.00 $800.00 $850.00 $850.00 Erosion & Sediment Control - SWPPP Compliance (performing project site inspections, completing inspection reports, filing notices, posting permits) 8 NOI, Implementation & Maintenance, Silt Fence, LS 1 $2,000.00 $2,000.00 $21,000.00 $21,000.00 Construction Exit, Rock Filter Dam, Storm Drain Inlet Protection, Removal of Silt Fence, Concrete Truck Washout Area etc., complete in place Edminsicc, Hinshaw, Russ and Assuciac, Inc P:\ 151-06il-15\CPS \Midtown Ph I I 1\Contract Dues \ Award \Unit Bid Tabulation - Midimvn Phase I I I Page 1 of 6 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MIDTOWN CITY CENTER SUBDIVISION PHASE 111 UNIT BID TABULATION GREENS PRAIRIE INVESTORS, LTD ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1 Seeding and Fertilizer Application for Disturbed Areas 9 per specification 32 92 13 and establishment of grass, complete in place Hydroseed and Hydromulch and Fertilizer per 10 specification BCS 32 92 13 and establishment of grass, complete in place TOTAL GENERAL ITEMS: STREET CONSTRUCTION ITEMS 11 Roadway, Right -of -Way and Lot Excavation and Grading per the Construction Plans (complete in place) 12 13 14 15 6-Inch Stabilized Subgrade Preparation (fumish and install, complete in place) Type "B" Lime (27 lb./sy for 6" deep, 36 lb./sy for 8" deep, complete in place) 6-Inch Reinforced Concrete Pavement w/Curb (furnish and install, complete in place) 4-Inch Reinforced Concrete Sidewalk and Ramps (furnish and install, complete in place) TOTAL STREET CONSTRUCTION ITEMS: $45,196.00 TERRA BELLA CONSTRUCTION BIDDER NO. 2 UNIT PRICE AMOUNT UNIT PRICE AMOUNT SY 10,000 $0.35 $3,500.00 $0.60 $6,000.00 SY 1,000 $0.65 $650.00 $4.00 $4,000.00 $28,950.00 $127,850.00 LS 1 $1,000,00 $1,000.00 $80,000.00 $80,000.00 SY 2,245 $2.00 $4,490.00 $12.00 $26,940.00 Ton 31 $250.00 $7,750.00 $460.00 $14,260.00 SY 2,020 $52.00 $105,040.00 $60.00 $121,200.00 SF 5,935 $4.00 $23,740.00 $6.00 $35,610.00 $142,020.00 $278,010.00 Ddminstcq Hinshaw. Russ and Assuciaux. Inc P:\ 151468-15\CPS \Midtown Ph III\Contract Duce\Award \Unit Did Tabulation - Midtown Phase I I I Page 2 of 6 ITEM ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MIDTOWN CITY CENTER SUBDIVISION PHASE 111 UNIT BID TABULATION GREENS PRAIRIE INVESTORS, LTD $45,196.00 TERRA BELLA CONSTRUCTION DESCRIPTION UNIT QUANTITY BIDDER NO. 1 BIDDER NO. 2 UNIT PRICE AMOUNT UNIT PRICE AMOUNT STORM SEWER CONSTRUCTION ITEMS 16 24-Inch HDPE Pipe with Structural Bedding and LF 13 $75.00 $975.00 $155.00 $2,015.00 Backfill (furnish and install, complete in place) 17 24-Inch HDPE Pipe with Standard Bedding and LF 115 $70.00 $8,050.00 $76.00 $8,740.00 Backfill (furnish and install, complete in place) 18 18-Inch RCP Pipe with Structural Bedding and LF 155 $100.00 $15,500,00 $101.00 $15,655.00 Backfill (furnish and install, complete in place) 19 18-Inch HDPE Pipe with Standard Bedding and LF 27 $50.00 $1,350.00 $85.00 $2,295.00 Backfill (furnish and install, complete in place) Standard 15-Foot Wide Recessed Storm Sewer Curb 20 Inlet (per City of College Station Details; furnish and EA 1 $6,000.00 $6,000.00 $7,500.00 $7,500.00 install, complete in place) Standard 10-Foot Wide Recessed Storm Sewer Curb 21 Inlet (per City of College Station Details; furnish and EA 1 $4,500.00 $4,500.00 $6,500.00 $6,500.00 install, complete in place) 22 30-Inch V-5730 Grate Inlet (fumish and install, EA 1 $1,500.00 $1,500.00 $5,500.00 $5,500.00 complete in place) 23 24-Inch - 4H:1V Concrete SET (complete in place) EA 1 $1,000.00 $1,000.00 $2,250.00 $2,250.00 24 18-Inch - 4H:1 V Concrete SET (complete in place) EA 1 $800.00 $800.00 $1,750.00 $1,750.00 25 Rock Riprap TNS 25 $100.00 $2,500,00 $4,000.00 $100,000.00 26 Trench Safety (complete in place) LF 310 $1.00 $310.00 $2.50 $775.00 Edminstcr, Hinshaw, Russ and Associates, Inc. P:\151affi&15\CPS \Midtown Ph I I 1\Contract Docs\Awsd\Unit Bid Tabolauon - Midtown Phase 111 Page 3 of 6 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MIDTOWN CITY CENTER SUBDIVISION PHASE 111 UNIT BID TABULATION GREENS PRAIRIE INVESTORS, LTD ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1 27 Television Inspection of Storm Sewer System (pet B/CS United Technical Specifications) TOTAL STORM SEWER CONSTRUCTION WATER CONSTRUCTION ITEMS LF $45,196.00 TERRA BELLA CONSTRUCTION BIDDER NO. 2 UNIT PRICE AMOUNT UNIT PRICE AMOUNT 310 $3.00 $930.00 $3.25 $1,007.50 $43,415.00 $153,987.50 8-Inch AWWA C-900 PVC Pipe (furnish and install, 28 including thrust blocking and appurtenances with LF 7 $50.00 $350.00 $225.00 $1,575.00 structural bedding and backfill, complete in place) 4-Inch AWWA C-900 PVC Pipe (furnish and install, 29 including thrust blocking and appurtenances with LF 397 $40.00 $15,880.00 $37.00 $14,689.00 structural bedding and backfill, complete in place) Standard City of College Station Fire Hydrant with 30 vertical extension (fumish and install, complete in - place) 2-Inch Blow -Off Valve with Box Including Check 31 Valve (furnish and install per standard City of College Station details, complete in place) 8-Inch x 6-Inch M.J. Tee (furnish and install, complete in place) 8-Inch x 4-Inch M.J. Reducer (furnish and install, complete in place) 4-Inch M.J. Gate Valve and Box (furnish and install, complete in place) 32 33 34 EA 1 $4,500.00 $4,500.00 $5,700.00 $5,700.00 EA i $2,000.00 $2,000.00 $1,250.00 $1,250.00 EA 1 $700.00 $700.00 $850.00 $850.00 EA l $500.00 $500.00 $775,00 $775.00 EA I 5800.00 $800.00 $1,400,00 $1,400.00 Edrninster, Hinshaw, Russ and AscuOams, Inc. P:\I51-06b-15\CPS\Midtown Ph III\Comaact Dues \ Award \Unit Bid Tabulation - Midtown Phase 1 I I Page 4of( ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MIDTOWN CITY CENTER SUBDIVISION PHASE 111 UNIT BID TABULATION GREENS PRAIRIE INVESTORS, LTD ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1 $45,196.00 TERRA BELLA CONSTRUCTION BIDDER NO. 2 UNIT PRICE AMOUNT UNIT PRICE AMOUNT 35 8-Inch x 22.5° M.J. Bend (furnish and install, complete EA 1 $500.00 $500.00 $700.00 $700.00 in place) 36 4-Inch x 45° M.J. Bend (furnish and install, complete EA 3 $400.00 $1,200.00 $500.00 $1,500.00 in place) 37 1-Inch Water Service on 4-Inch Line, < 15 ft; avg EA 1 $1,000.00 $1,000.00 $1,450.00 $1,450.00 length = 2 ft (furnish and install, complete in place) 38 1.5-Inch Water Service on 4-Inch Line, > 15 ft; avg EA 6 $2,000.00 $12,000.00 $2,750.00 $16,500.00 length = 48 ft (furnish and install, complete in place) 39 1.5-Inch Water Service on 4-Inch Line, < 15 ft; avg EA 3 $2,000.00 $6,000.00 $1,900.00 $5,700.00 length = 48 ft (furnish and install, complete in place) 40 1.5-Inch Water Service on 8-Inch Line, > 15 ft; avg EA 1 $2,000.00 $2,000.00 $2,750.00 $2,750.00 length = 48 ft (furnish and install, complete in place) 41 Connect to Existing 8-Inch Water Line EA 1 $350.00 $350.00 $1,000.00 $1,000.00 42 Trench Safety (complete in place) LF 404 $0.35 $141.40 52.50 $1,010.00 43 Waterline Testing LS 1 $500.00 $500.00 $4,000.00 $4,000.00 TOTAL WATER CONSTRUCTION ITEMS: $48,421.40 $60,849.00 SANITARY SEWER CONSTRUCTION ITEMS 44 4-Inch Single Sewer Service (avg length = 4 ft; furnish EA 2 $1,100.00 $2,200.00 $800.00 $1,600.00 and install, complete in place) Edmins¢r, Hinshaw, Russ and Assucnaces, Inc P:\151-068-15\CPS\Midmwn Ph I I 1\Conuracs Docs\Award \Unn Bid Tabulation - Midtown Phase 1I I Page 5of6 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MIDTOWN CITY CENTER SUBDIVISION PHASE 111 UNIT BID TABULATION GREENS PRAIRIE INVESTORS, LTD ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1 $45,196.00 TERRA BELLA CONSTRUCTION BIDDER NO. 2 UNIT PRICE AMOUNT UNIT PRICE AMOUNT 45 4-Inch Double Sewer Service (avg length = 4 ft; EA 3 $1,300.00 $3,900.00 $1,000.00 $3,000.00 furnish and install, complete in place) 46 4-Inch Single Sewer Service (avg length = 48 ft; EA I $3,000.00 $3,000.00 $1,500.00 $1,500.00 furnish and install, complete in place) 47 4-Inch Double Sewer Service (avg length = 48 ft; EA 6 $3,300.00 $19,800.00 $1,850.00 $11,100.00 furnish and install, complete in place) TOTAL SANITARY SEWER CONSTRUCTION ITEMS: $28,900.00 $17,200.00 BID SUMMARY 1 GENERAL ITEMS $28,950.00 $127,850.00 2 STREET CONSTRUCTION ITEMS $142,020.00 $278,010.00 3 STORM SEWER CONSTRUCTION ITEMS $43,415.00 $153,987.50 4 WATER CONSTRUCTION ITEMS $48,421.40 $60,849.00 5 SANITARY SEWER CONSTRUCTION ITEMS $28,900.00 $17,200.00 TOTAL AMOUNT BID: $291,706.40 $637,896.50 CALENDAR DAYS 150 150 *Mathematical Error Edminster, Hinshaw, Russ and Assuciares, Inc. P:\151-068-15\CPS\Midtown Ph I I \Contract Dues \ Award \Unit Bid Tabulation - Midtown Phase 1 I I Page 6of6 EXHIBIT "G" DRAFT 10/11 /23 Rock Prairie Management District No. 2 Independent Accountant's Report on Applying Agreed -upon Procedures on Amounts Reimbursable to Developer October 12, 2023 DRAFT 10/ 11/23 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, with respect to the statements submitted by College Station Downtown Residential, LLC (the developer) for costs paid or incurred on behalf of Rock Prairie Management District No. 2 (the District). The District is responsible for amounts reimbursable to the developer. The District has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting in verifying the amounts reimbursable from surplus funds. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of this report and may not meet the needs of all users of this report, and, as such, users are responsible for determining whether the procedures performed are appropriate for their purpcses. 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 October 12, 2023, for items reimbursed from surplus funds. C. The net effective rate used in computing interest on amounts paid from surplus funds was obtained from the Official Bid Form dated May 11, 2023. D. The Cost Summary was read to determine that funds had been provided for the amourts 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. Schedule A details amounts reimbursable to the developer from surplus funds. Schedule B presents a comparison of actual costs with costs as approved by the District. DRAFT 10/`I 1/23 Board of Directors. Rock Prairie Management District No. 2 Page 2 We were engaged by the District to perform this agreed -upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certfied 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 review engagement, 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. We are required to be independent of the District and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed -upon procedures engagement. This report is intended solely for the information and use of the specified parties listed and is not iitended to be, and should not be, used by anyone other than these specified parties. Houston, Texas October 12, 2023 Rock Prairie Management District No. 2 Recapitulation of Amounts Reimbursable to Developer Schedule A College Station Downtown Residential, LLC October 12, 2023 % Complete Date Complete Amounts Reimbursable DRAFT 10/ 1'1/23 Greens Prairie Investors, Ltd. Construction of water, sewer and drainage facilities and paving to serve Midtown 100% Reserve Subdivision, Phase201 08/19 $ 1,198,097.00 Less utility items (588,517.00) 609,580.00 Less amount previously reimbursed (314,665.00) Less amount to be paid in future (239,000.00) $ 55,915.00 Interest accrued at 4.435127% 8,085.16 Total amounts reimbursable to developer $ 54,000.16 DRAFT 10/1 1 /23 Rock Prairie Management District No. 2 Comparison of Actual Costs With Cost Summary as Approved by the District Schedule B October 12, 2023 Amounts Amounts Paid Reimbursable Previously to Developer by District Construction Costs District items: Midtown Reserve, Phase 201 $ 55,915 $ Interest 8,085 Total surplus funds $ 64,000 DRAFT 10/1 1 /23 Total Actual Cost Variance - Amounts Projected and Summary Actual Paid Amounts Estimated Total Over (Under) $ 55,915 $ $ 55,915 $ 55,915 $ 8,085 8,085 8,085 $ 64,000 $ $ 64,000 $ 64,000 $ Exhibit "B" Developer Wire Instruction Authorization Form District Name: Developer Name: Developer Fed. Tax ID No. Receiving Bank ABA: Receiving Bank Name: Further Credit Bank: Account No.: Address: City, State, Zip: Beneficiary Account: Beneficiary Legal Name: Beneficiary Address; Beneficiary City St Zip: REF: (If reference Is a name, fun legal name Is required) Rock Prairie Management District No. 2 College Station Downtown Residential, LLP 82-3710296 1� l 3oi iaa v-1 inCtv1CLAA -5-2A K tole- 5f4.47._0,., l��w�,-f •. de. l . 1 100-4 1 010 cgc 1'1lLP i.r.&.YG/QS+ iLe.44'L J0 ( (-4G&) Zr1cif)2 CCU e AUTHORIZATION: The undersigned is authorized to provide wire transfer instructions, The bookkeeper will call the perscn listed below prior to the District wiring any funds. Undersigned must verbally confirm wiring instructions with the bookkeeper prior to District wiring the funds. Authorized Signer and Call Back number: Company Name: Company Address: Company City St Zip: Signature: lr .-411 0 /AA: Printed Name: (.4,I Cali Back Number i'vi O r).,� r' 7 eatie i StCte -1- r. la. Col ( 11 (5 EXHIBIT "H" RESOLUTION AUTHORIZING USE OF SURPLUS ROAD BOND CONSTRUCTION FUNDS AND INTEREST EARNED ON ROAD BOND CONSTRUCTION FUNDS WHEREAS, Rock Prairie Management District No. 2 (the "District") has previously issued bonds to finance the acquisition and/or construction of certain road facilities to serve land within the District; and WHEREAS, the District now has surplus funds from the proceeds of said bonds and interest earned on road bond construction funds, and the Board of Directors desires to utilize a portion of said surplus road bond construction funds and interest earned on road bond construction funds to pay a portion of the cost of the construction of paving improvements to serve Midtown Reserve Subdivision, Phase 201 and developer interest related to same (the "Project"); and WHEREAS, the District is legally entitled to authorize the use of such funds to pay the cost of such Project; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT (1) Use of surplus road bond construction funds and interest earned on road bond construction funds in the amount of $64,000.00 to pay the cost of the Project is hereby authorized and approved; and (2) The District's auditor is hereby requested and directed to report the expenditure of said funds in the District's annual audit report for the fiscal year ending May 31, 2024. BE IT FURTHER RESOLVED that the President or Vice -President and Secretary or Assistant Secretary of the Board of Directors and the District's attorneys and bookkeepers are hereby authorized and directed to do any and all things necessary and proper in connection with this Resolution. PASSED AND ADOPTED this 12th day of October, 2023. ROCK PRAIRIE MANAGEMENT ATTEST: DISTRICT NO. 2 By; ,ram Secretar , and of Directors By: President, Board of Directors 687793