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HomeMy WebLinkAbout09/08/2022 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS September 8, 2022 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on September 8, 2022, at 4121 State Highway 6 South, College Station, Brazos County, Texas 77845, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted members of said Board of Directors, as follows: Uri Geva — President Hays Glover — Vice President Logan Lee — Assistant Vice President Mark Lindemulder —Secretary Samuel "Kit" Kerbel — Assistant Secretary and all of said persons were present, except Director Glover, thus constituting a quorum. Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Charles LaConti of Municipal Accounts & Consulting, L.P. ("MAC"); Joshua Campbell and Robert Atkinson of EHRA Engineering ("EHRA"); Avik Bonnerjee of B&A Municipal Tax Service, LLC ("B&A"); Spencer Day of Masterson Advisors LLC ("Masterson"); Brian Krueger of FORVIS ("FORVIS"); Brian Piscacek 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 August 11, 2022. After review and discussion, Director Geva moved that the minutes for said Board meeting be approved, as written. Director Lindemulder seconded said motion, which unanimously carried. RECEIVE BIDS FOR PURCHASE OF THE DISTRICT'S $2.500,000 UNLIMITED TAX ROAD BONDS, SERIES 2022 (the "Bonds") As the next order of business, it was announced that, pursuant to a notice published as required by law, public bids for the sale of the District's Bonds were to be received at this time and place. Mr. Day announced that four (4) bids for the Bonds had been received electronically, the list of the electronically received bids being attached hereto as Exhibit A. Mr. Day reported that the low bid for the Bonds was submitted by SAMCO Capital Markets, Inc. ("SAMCO"), at a net effective interest rate of 4.747405%. Following discussion of the bids received, Director Geva moved that the Board accept the bid of SAMCO for the purchase of the Bonds at a net effective interest rate of 4.747405%. Director Lindemulder seconded said motion, which unanimously carried. DISTRIBUTION OF FINAL OFFICIAL STATEMENT As the next order of business, the Board discussed the completion of the Final Official Statement by Masterson in connection with the Bonds. Following further discussion, Director Geva moved that Masterson be authorized to complete the Final Official Statement, dated as of the date hereof, and that said Final Official Statement be adopted by the Board and District, subject to final review and comment by SPH. Director Lindemulder seconded said motion, which carried unanimously. BOND ORDER Ms. Cole presented to the Board the Order authorizing for the issuance of the District's Bonds ("the Bond Order"), copy of which is attached hereto as Exhibit B, and reviewed various provisions thereof with the Board, Following further discussion, it was duly moved by Director Geva, seconded by Director Kerbel and unanimously carried that the Bond Order presented be passed and adopted and that the President be authorized to execute the Bond Order and the Secretary to attest same on behalf of the Board and District. PAYING AGENT/REGISTRAR AGREEMENT WITH THE BANK OF NEW YORK MELLON TRUST COMPANY. N.A. The Board next considered and reviewed a Paying Agent/Registrar Agreement ("Agreement") by and between the District and The Bank of New York Mellon Trust Company, N.A., relative to the Bonds. Ms. Cole reviewed the various provisions of the Agreement with the Board. After further discussion of the Agreement, Director Geva moved that the Agreement be approved and that the President be authorized to execute the Agreement on behalf of the Board and District. Director Kerbel seconded said motion, which carried unanimously. AUTHORIZE EXECUTION OF VARIOUS ADDITIONAL DOCUMENTATION FOR INCLUSION IN TRANSCRIPT OF PROCEEDINGS FOR SUBMISSION TO THE ATTORNEY GENERAL OF THE STATE OF TEXAS As the next order of business, the Board considered authorizing the execution of various additional documentation for inclusion in the transcript of proceedings to be submitted to the -2- 641713 Attorney General of Texas relative to the issuance of the Bonds. Following discussion, Director Geva moved that the President or, in his absence, the Vice President, and Secretary be authorized to execute any additional documentation required for inclusion in the transcript of proceedings to be submitted to the Attorney General of Texas relative to the issuance of the Bonds. Director Kerbel seconded the motion, which carried unanimously. AUDIT REPORT AND DISBURSEMENT OF BOND PROCEEDS FROM THE BONDS, The Board discussed the audit report prepared by FORVIS relative to the payment of funds to the developers out of Bond proceeds, as approved at the Board's August 11, 2022 meeting. Following discussion, it was moved by Director Geva, seconded by Director Kerbel and unanimously carried that such audit report be approved, as updated to reflect the net effective interest rate on the Bonds, subject to final review of same by the District's attorneys, the Districts receipt of executed developer receipts for same, and closing on the Bonds, and that the District's Bookkeeper be authorized to disburse the proceeds of the Bonds, in accordance with the final audit. INTERNAL REVENUE SERVICE FORM 8038-G The Board considered the execution and filing of Internal Revenue Service reporting form 8038-G relative to the Bonds. After discussion of the form, Director Geva moved that the President be authorized to execute same on behalf of the Board and District. Director Kerbel seconded said motion, which carried unanimously. ARBITRAGE LETTER Ms. Cole presented and reviewed correspondence from SPH, as Bond Counsel for the issuance of the Bonds, a copy of which is attached hereto as Exhibit C, addressed to the Board regarding certain provisions of federal tax law and regulations of the Internal Revenue Service pertaining to the expenditure and investment of proceeds of the Bonds. Ms. Cole advised the Board that certain periodic reviews and reports are required to monitor compliance with the requirements set forth therein and that arbitrage rebate or yield reduction payments could be required to be made based on said review and reports. She further advised the Board that the District's bookkeepers would monitor investment rates, that the District's financial advisor would review the debt service fund balance and coverage in connection with the annual tax rate recommendation, and that arbitrage compliance specialty companies would also review the accounts. Ms. Cole advised the Board, however, that compliance with the requirements is ultimately the responsibility of the Board. AMENDMENT TO DISTRICT'S FIRST AMENDED AND RESTATED DISTRICT INFORMATION FORM RELATIVE TO THE BONDS Ms. Cole discussed with the Board an Amendment to First Amended and Restated District Information Form relative to issuance of the Bonds. After discussion on the matter, Director Geva moved that such Amendment be approved, subject to the closing on the sale of the Bonds, and that all Board members in attendance at the meeting be authorized to execute same on behalf of the Board and District. Director Kerbel seconded said motion, which unanimously carried. 3 641713 OTHER MATTERS The Board considered the approval of various documents to be executed by the Board in connection with the closing of the sale of the Bonds. In that regard, Ms. Cole presented and reviewed various closing documents with the Board, including the No -Litigation Certificate, the District's Receipt, and the Federal Tax Certificate, and advised that the closing is scheduled for Friday, October 14, 2022, at 10:00 a.m. After further discussion of the closing documents, it was moved by Director Geva, seconded by Director Kerbel and unanimously carried that the above - referenced documents be approved by the Board, that the President and Secretary be authorized to execute same on behalf of the Board and District, and that SPH be authorized to deliver same, as appropriate, upon the closing of the Bonds. APPROVE AUDIT REPORT Mr. Krueger next reviewed with the Board a draft of the District's audit report for the fiscal year ended May 31, 2022, a copy of which is attached hereto as Exhibit D. After discussion concerning the audit presented, Director Geva moved that the audit report for the fiscal year ended May 31, 2022, be approved, subject to final review and comment by SPH. Director Lee seconded said motion, which unanimously carried. In connection with the District's audit, Mr. Krueger presented the Board with a draft Management Letter prepared by FORVIS, concerning the Board's internal controls over financial reporting (the "Management Letter"), a copy of which is attached hereto as Exhibit E. Mr. Krueger advised the Board that the Management Letter is being submitted in connection with the requirements of Statement on Auditing Standards No. 115, and includes proposed "Management Response" language prepared by SPH. After discussion, it was moved by Director Geva, seconded by Director Lee and unanimously carried that the draft Management Response be approved, as presented, and that same be included in the final Management Letter. STATUS OF CONTINUING DISCLOSURE REPORT Ms. Cole presented the Continuing Disclosure Report ("Report") for the fiscal year ended May 31, 2022, prepared by the District's Disclosure Counsel, McCall, Parkhurst & Horton L.L.P. ("MPH"), as required by Rule 15c2-12 of the Securities and Exchange Commission, in connection with the District's outstanding bonds. Following discussion, Director Geva moved that MPH be authorized to file the Report, upon receipt of the District's final audit report for fiscal year ended May 31, 2022. Director Lindemulder seconded the motion which carried by unanimous vote. BOOKKEEPING REPORT Mr. LaConti presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit F, including checks presented therein for payment. Following review and discussion, Director Geva moved that the Bookkeeping Report be approved and the checks presented therein be approved for payment. Director Lindemulder seconded the motion, which unanimously carried. 4 641713 TAX ASSESSOR/COLLECTOR'S REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor -Collector Reports for the month ending August 31, 2022, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit G. After discussion, Director Geva moved that the Tax Assessor -Collector Report be approved and that the checks identified therein be approved for payment. Director Lindemulder seconded said motion, which unanimously carried. PUBLIC HEARING REGARDING ADOPTION OF THE DISTRICT'S 2022 TAX RATE AND LEVY OF THE DISTRICT'S 2022 TAX RATE The Board conducted a hearing regarding the imposition of debt service and maintenance taxes for 2022. 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 Geva, seconded by Director Lee and unanimously carried, the hearing was closed. The Board then discussed the setting of the 2022 tax rate. After discussion on the matter, Director Geva moved that: (i) the Board adopt the tax rate as proposed at the District's August 11, 2022, meeting and as reflected in the notice published by B&A; (ii) the Board levy a 2022 debt service tax rate of $0.38 per $100 of valuation, and a 2022 maintenance tax rate of $0.12 per $100 of valuation, resulting in a total 2022 tax rate of $0.50 per $100 of valuation; (iii) the Order Levying Taxes attached hereto as Exhibit H 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 Lee seconded said motion, which carried unanimously. AMENDMENT TO THE FIRST AMENDED AND RESTATED DISTRICT INFORMATION FORM RELATIVE TO THE DISTRICT'S 2022 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 2022 tax rate. After discussion regarding said Form, Director Geva 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 Lee seconded said motion, which carried unanimously. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. ENGINEERING REPORT Mr. Campbell presented to and reviewed with the Board an Engineering Report dated September 2022, a copy of which is attached hereto as Exhibit I. Following discussion, Director Geva moved to concur in the payment of Pay Estimate No. 1 and Final relative to the construction -5- 641713 contract for Midtown Reserve, Phase 106. Director Lee seconded the motion, which unanimously carried. 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. 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 Geva seconded by Director Kerbel, and unanimously carried, the meeting was adjourned. owitur lllj, Roc' k. g p %:9• r • �-r :m= 6 cre I 641713 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of September 8, 2022 Exhibit A List of Electronically Received Bids Exhibit B Bond Order Exhibit C Arbitrage Letter Exhibit D Draft Audit Report for Fiscal Year ended May 31, 2022 Exhibit E Draft Management Letter from FORVIS Exhibit F Bookkeeping Report Exhibit G Tax Assessor -Collector Report Exhibit H Order Levying Taxes Exhibit I Engineering Report 7 641713 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of September 8, 2022 Exhibit A List of Electronically Received Bids Exhibit B Bond Order Exhibit C Arbitrage Letter Exhibit D Draft Audit Report for Fiscal Year ended May 31, 2022 Exhibit E Draft Management Letter from FORVIS Exhibit F Bookkeeping Report Exhibit G Tax Assessor -Collector Report Exhibit H Order Levying Taxes Exhibit I Engineering Report 7 641713 EXHIBIT "A" $2,500,000 Rock Prairie Management District 2 Unlimited Tax Road Bonds Series 2022 Selling: Thursday, September 8, 2022 at 9:45 A.M., Houston Time Net Interest Cost Bidders SAMCO Capital Markets 4.747405% Robert W. Baird & Co., Inc. 4.760975% Hilltop Securities 4.904564% GMS Group, L.L.C. 4.931067% PARITY Bid Form https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parit... +� r Ct� ear Upcoming Calendar Wire Inbox Overview Result Print Parity Calendar Deal List SAMCO Capital Markets - Dallas , TX's Bid=..1Er Rock Prairie Mgmt Dt #2 $2,500,000 Unlimited Tax Road Bonds, Series 2022 For the aggregate principal amount of $2,500,000.00, we will pay you $2,430,565.45, plus accrued interest from the date of issue to the date of delive3y. The Bonds are to bear interest at the following rates): Maturity Date Amount $ Coupon % Yield % Dollar Price Bond Insurance 09/01/2024 60M 7.0000 2.9000 107.446 BAM 09/01/2025 65M 7.0000 3.0000 110.955 BAM 09/01/2026 65M 7.0000 3.1000 114.151 BAM 09/01/2027 65M 7.0000 3.2000 117.039 BAM 09/01/2028 70M 7.0000 3.3000 119.625 BAM 09/01/2029 75M 4.5000 3.4000 106.694 BAM 09/01/2030 80M 4.5000 3.5000 106.064 BAM 09/01/2031 85M 4.5000 3.6000 105.438 BAM 09/01/2032 09/01/2033 09/01/2034 255M 4.5000 3.9000 103.586 BAM 09/01/2035 09/01/2036 09/01/2037 275M 4.5000 4.1500 102.072 BAM 09/01/2038 09/01/2039 09/01/2040 285M 4.5000 4.3000 101.176 BAM 09/01/2041 09/01/2042 09/01/2043 09/01/2044 09/01/2045 09/01/2046 640M 4.5000 4.5000 100.000 BAM 09/01/2047 09/01/2048 09/01/2049 09/01/2050 480M 4.5000 4.5500 99.209 BAM Total Interest Cost: $1,877,542.01 Discount: $69,434.55 Net Interest Cost: $1,946,976.56 N I C: 4.747405 Total Insurance Premium: $100,000.00 Time Last Bid Received On:09/08/2022 9:42:29 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. 1 of 1 9/8/2022, 10:54 AM PARITY Bid Form https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parit... Cd2ea14111 Wire Inbox Upcoming Calendar Overview j Result i Excel Print Parity Calendar Deal List Robert W. Baird & Co., Inc. - Milwaukee , WI's Bid Rock Prairie Mgmt Dt #2 $2,500,000 Unlimited Tax Road Bonds, Series 2022 For the aggregate principal amount of $2,500,000.00, we will pay you $2,425,000.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon %Yield % Dollar Price Bond Insurance 09/01/2024 60M 7.0000 3.0000 107.256 BAM 09/01/2025 65M 7.0000 3.0500 110.809 BAM 09/01/2026 65M 7.0000 3.1000 114.151 BAM 09/01/2027 65M 7.0000 3.2000 117.039 BAM 09/01/2028 70M 7.0000 3.3000 119.625 BAM 09/01/2029 75M 4.5000 3.4000 106.694 BAM 09/01/2030 80M 4.5000 3.4500 106.378 BAM 09/01/2031 85M 4.5000 3.5000 106.064 BAM 09/01/2032 85M 4.5000 3.5500 105.750 BAM 09/01/2033 09/01/2034 09/01/2035 255M 4.5000 3.9000 103.586 BAM 09/01/2036 09/01/2037 09/01/2038 285M 4.5000 4.0000 102.977 BAM 09/01/2039 09/01/2040 09/01/2041 09/01/2042 390M 4.5000 4.2000 101.772 BAM 09/01/2043 09/01/2044 210M 4.5000 4.5000 100.000 BAM 09/01/2045 09/01/2046 09/01/2047 350M 4.5000 4.5500 99.255 BAM 09/01/2048 09/01/2049 09/01/2050 360M 4.5000 4.5800 98.742 BAM Total Interest Cost: $1,877,542.01 Discount: $75,000.00 Net Interest Cost: $1,952,542.01 NIC: 4.760975 Total Insurance Premium: $100,000.00 Time Last Bid Received On:09/08/2022 9:40:54 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. 1 of 1 9/8/2022, 10:55 AM PARITY Bid Form https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parit... Upcoming Calendar Wire Inbox Overview Result Excel Print Parity Calendar Deal List HilltopSecurities - Dallas , TX's Bid Rock Prairie Mgmt Dt #2 $2,500,000 Unlimited Tax Road Bonds, Series 2022 :1 i lk %'7r� For the aggregate principal amount of $2,500,000.00, we will pay you $2,445,029.95, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s). Maturity Date Amount $ Coupon % Yield % Dollar Price Bond Insurance 09/01/2024 60M 4.0000 3.5000 100.899 09/01/2025 65M 4.0000 3.6000 101.082 09/01/2026 65M 4.0000 3.7000 101.071 09/01/2027 65M 4.0000 3.8000 100.879 09/01/2028 70M 4.0000 3.9000 100.517 09/01/2029 75M 4.0000 4.0000 100.000 09/01/2030 80M 4.0000 4.1000 99.328 09/01/2031 09/01/2032 170M 4.2500 4.2500 100.000 09/01/2033 85M 4.2500 4.3000 99.565 09/01/2034 85M 4.3750 4.4000 99.766 09/01/2035 09/01/2036 180M 4.5000 4.5000 100.000 09/01/2037 09/01/2038 190M 4.5000 4.6000 98.877 09/01/2039 09/01/2040 190M 4.7500 4.7500 100.000 09/01/2041 09/01/2042 200M 4.7500 4.8000 99.358 09/01/2043 09/01/2044 210M 5.0000 4.9500 100.283 09/01/2045 09/01/2046 09/01/2047 09/01/2048 09/01/2049 09/01/2050 710M 5.0000 5.0000 100.000 Total Interest Cost: $1,956,459.60 Discount: $54,970.05 Net Interest Cost: $2,011,429.65 NIC: 4.904564 Total Insurance Premium: $0.00 Time Last Bid Received On:09/08/2022 9:40:39 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. 1 of 1 9/8/2022, 10:55 AM PARITY Bid Form https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parit... Upcoming Calendar I Overview Wire Inbox Result Print Parity Calendar Deal List GMS Group, L.L.C. - Houston , TX's Bid .?�,�. Rock Prairie Mgmt Dt #2 $2,500,000 Unlimited Tax Road Bonds, Series 2022 For the aggregate principal amount of $2,500,000.00, we will pay you $2,425,000.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): (Maturity Date Amount $ Coupon % Yield % Dollar Price Bond Insurance 09/01/2024 60M 3.5000 3.5000 100.000 09/01/2025 65M 3.6250 3.6250 100.000 09/01/2026 65M 6.7500 6.7500 100.000 09/01/2027 65M 3.8750 3.8750 100.000 09/01/2028 09/01/2029 145M 4.0000 4.0000 100.000 09/01/2030 80M 4.0000 4.1000 99.328 09/01/2031 85M 4.1000 4.2000 99.261 09/01/2032 85M 4.2000 4.3000 99.197 09/01/2033 09/01/2034 170M 4.3000 4.4000 99.078 09/01 /2035 09/01/2036 180M 4.4000 4.5000 98.971 09/01/2037 09/01/2038 190M 4.5000 4.6000 98.877 09/01/2039 09/01/2040 190M 4.6000 4.7000 98.794 09/01/2041 09/01/2042 09/01/2043 300M 4.7500 4.8500 98.691 09/01/2044 09/01 /2045 09/01/2046 09/01/2047 09/01/2048 09/01/2049 09/01/2050 820M 5.0000 5.0000 100.000 Total Interest Cost: $1,947,298.99 Discount: $75,000.00 Net Interest Cost: $2,022,298.99 NIC: 4.931067 Total Insurance Premium: $0.00 Time Last Bid Received On:09/08/2022 9:32:35 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. 1 of 1 9/8/2022, 10:56 AM EXHIBIT "B" ORDER AUTHORIZING THE ISSUANCE OF $2,500,000 UNLIMITED TAX ROAD BONDS, SERIES 2022 BE IT ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2: ARTICLE ONE STATUTORY AUTHORITY, RECITALS AND FINDINGS SECTION 1.01: AUTHORITY FOR THE DISTRICT. Rock Prairie Management District No. 2 (the "District"), was organized, created and established as a conservation and reclamation district and political subdivision of the State of Texas by an Act of the 83rd Texas Legislature effective June 14, 2013 (the "Act"), codified as Chapter 3909, Texas Special District Local Laws Code, pursuant to the provisions of Article III, Sections 52 and 52-1, and Article XVI, Section 59, of the Constitution of Texas, and operates under and is governed by the provisions of the Act, Chapter 49, V.T.C.A. Water Code, and Chapter 375, V.T.C.A. Local Government Code. SECTION 1.02: PURPOSES OF THE DISTRICT. The District was created and operates by and pursuant to the Act for the following purposes: (a) the control, storage, preservation and distribution of its storm water and floodwater, the water of its rivers and streams for irrigation, power, and all other useful purposes; (b) the reclamation and irrigation of its arid, semiarid, and other land needing irrigation; (c) the reclamation and drainage of its overflowed land and other land needing drainage; (d) the conservation and development of its forests, water, and hydroelectric power; (e) the navigation of its inland and coastal water; (f) the control, abatement, and change of any shortage or harmful excess of water; (g) the protection, preservation and restoration of the purity and sanitary condition of water within the state; (h) the preservation of all natural resources of the state; (i) developing and diversifying the economy of this state; (j) eliminating unemployment and underemployment; and 1-1 Act to: (k) developing or expanding transportation and commerce. SECTION 1.03: POWERS OF THE DISTRICT. The District is authorized by the (a) purchase, construct, acquire, own, operate, maintain, repair, improve, or extend inside and outside its boundaries any and all land, works, improvements, facilities, plants, equipment and appliances necessary to accomplish the purposes of its creation, including all works, improvements, facilities, plants, equipment and appliances incident, helpful, or necessary to: (i) supply water for municipal uses, domestic uses, power and commercial purposes and all other beneficial uses or controls; (ii) collect, transport, process, dispose of and control all domestic, industrial, or communal wastes whether in fluid, solid, or composite state; (iii) gather, conduct, divert, and control local storm water or other local harmful excesses of water in the District; (iv) irrigate the land in the District; (v) alter land elevation in the District where it is needed; (vi) navigate coastal and inland waters of the District; (b) finance, develop and maintain recreational facilities for the people of the District, if and as allowed by applicable law; (c) design, acquire, construct, improve, finance and issue bonds, notes or other obligations for roads, under the authority of Article III, Section 52, Texas Constitution and the Act; and (d) provide, design, construct, acquire, improve, relocate, operate, maintain, or finance an improvement project or service authorized under the Act or Chapter 375, Local Government Code. SECTION 1.04: AUTHORITY OF THIS ORDER. The District is authorized by the Act and Article III, Section 52, of the Texas Constitution, to design, acquire, construct, finance, issue bonds for, and convey to this state, a county, or a municipality for operation and maintenance, a road or any improvement thereto, which meets the criteria of a county in whose jurisdiction the proposed road project is located or the criteria of a municipality in whose corporate limits or extraterritorial jurisdiction the proposed road project is located, if the municipality or county that will operate and maintain the road has approved the plans and specifications of the road project or if the Texas Transportation Commission has approved the plans and specifications of the road project, if the state is to operate and maintain the road, and to provide for the payment of the 1-2 principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District. Said bonds are authorized by the Act and by V.T.C.A. Government Code, § 1201.001 et seq., as amended, to be issued in various series or issues, with or without interest coupons, in any denomination, payable at such time or times, in such amount or amounts or installments, at such place or places, in such form, under such terms, conditions, and details, in such manner, redeemable prior to maturity at any time or times, bearing no interest, or bearing interest at any rate or rates (either fixed, variable, floating, adjustable, or otherwise), all as determined by the Board of Directors of the District, and the Board of Directors finds that issuance of said bonds in multiple series or issues over an extended period of time is in the best interests of the District in order to ensure the continuing and orderly development of the District on terms and conditions which are feasible and practical. SECTION 1.05: FINDINGS. It is hereby found, determined and declared that: (a) the matters and facts set out in this Article One are true and correct; (b) at an election held within and for the District on November 3, 2015, the District was authorized to issue bonds in the maximum aggregate principal amount of $71,400,000 for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending a waterworks system, a sanitary sewer system, and a drainage and storm sewer system, including, but not limited to, all additions to such systems and all land, improvements, facilities, plants, equipment, appliances, interests in property, and regional, regulatory or joint use participation rights or contract rights needed therefor and administrative facilities needed in connection therewith, and to provide for the payment of the principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District; (c) at an election held within and for the District on November 3, 2015, the District was authorized to issue bonds in the maximum aggregate principal amount of $106,600,000 for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, and to provide for the payment of the principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District; (d) at an election held within and for the District on November 3, 2015, the District was authorized to issue refunding bonds in the maximum aggregate principal amount of $178,000,000 to provide for the refunding by any lawful means of all or any portion of the Outstanding Bonds (hereinafter defined), the Bonds (hereinafter defined), Additional Bonds (hereinafter defined), or refunding bonds payable in whole or in part from taxes; 1-3 (e) the election described in paragraphs (b) through (d) hereof was called and held under and in strict conformity with the Constitution and laws of the State of Texas and of the United States of America, and the Board of Directors of the District has heretofore officially declared the results of said election and declared that the District was legally created and authorized to issue the bonds described in paragraphs (b) through (d) above, provided that City of College Station consent will be required prior to the issuance of bonds; (f) (g) pursuant to the authority of the election held November 3, 2015, as described in paragraph (c) above, the District has heretofore issued its $2,500,000 Unlimited Tax Road Bonds, Series 2021, dated as of April 1, 2021 (the "Series 2021 Road Bonds") to finance the acquisition, and construction of road improvements to serve land within the District and, as of the date hereof, there remains outstanding and unpaid $2,500,000 in aggregate principal amount of the Series 2021 Road Bonds (the "Outstanding Bonds") the $2,500,000 bonds authorized by this Order should be issued pursuant to the authority of the election held on November 3, 2015 as described in paragraph (c) above for the acquisition and/or construction of road facilities to serve land within the District, and to pay certain other costs and expenses relating to the issuance of the Bonds; (h) the District has been authorized to levy taxes in payment of the Bonds, and the taxes to be levied and collected will be sufficient to pay the principal of the Bonds herein authorized as it becomes due and the interest thereon as it accrues and becomes payable; and (i) the Board of Directors reserves the right to issue the remaining $71,400,000 unissued bonds which were authorized at the election described in paragraph (b) hereof, the remaining $101,600,000 unissued bonds which were authorized at the election described in paragraph (c) hereof, and the remaining $178,000,000 unissued bonds which were authorized at the election described in paragraph (d) hereof, in one or more series, at a future date or dates when, in the judgment of the Board of Directors, such amounts are required for authorized purposes. (End of Article One) 1-4 ARTICLE TWO DEFINITIONS AND INTERPRETATIONS SECTION 2.01: DEFINITIONS. The following definitions, together with any supplemental definitions contained herein or in any exhibit hereto, shall apply with equal force herein and in any amendment or supplement hereto, and the scope and meaning of terms used in Exhibit "A", Exhibit "B ", and Exhibit "C" hereto, whether or not defined therein, shall be determined by reference to this Article. Act. The term "Act" is defined in Section 1.01 hereof. Additional Bonds. The term "Additional Bonds" shall mean any additional bonds, including bonds payable in whole or in part from taxes, revenue bonds, contract revenue bonds, special project revenue bonds, refunding bonds and other bonds which the Board of Directors expressly reserves the right to issue in Article Nine of this Order. Authorized Investments. The term "Authorized Investments" shall mean all instruments which are authorized under the District's policies for investment of funds of the District adopted by the Board of Directors of the District from time to time, but in any event, all such instruments shall be authorized under the laws of the State of Texas for investment of funds of municipal utility districts. Board of Directors. The term "Board of Directors" shall mean the governing body of the District, as now or hereafter constituted. Bond Counsel. The term "Bond Counsel" shall mean the law firm of Schwartz, Page & Harding, L.L.P., Houston, Texas. Bond Fund. The term "Bond Fund" shall mean the District's debt service fund created and established and confirmed pursuant to the Prior Bond Order. 2-1 Bond Fund Road Bond Account. The term "Bond Fund Road Bond Account" shall mean the special account created and established pursuant to the Prior Bond Order. Bonds. The term "Bond" or "Bonds" shall mean any Bond or Bonds, as the case may be, of the issue of $2,500,000 Unlimited Tax Road Bonds, Series 2022, initially dated as of October 1, 2022, and authorized, issued and delivered pursuant to this Order. Business Day. The term "Business Day" or "Business Days" shall mean any calendar day or days which fall on Monday through Friday, but shall not include any such day which is designated as an official state or national holiday or a day on which financial institutions where the Paying Agent is located are authorized or required by state or national law or by executive order to close. Construction Fund. The term "Construction Fund" shall mean the District's construction fund created and established pursuant to the Prior Bond Order. Delivery Date. The term "Delivery Date" shall mean, with respect to any one or more of the Bonds, the date of delivery of such Bond(s) to the Initial Purchaser thereof, as printed, stamped, or typed on the Initial Bonds. DTC. The term "DTC" means the Depository Trust Company of New York, New York, or any successor securities depository. DTC Participant. The term "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC holds securities to facilitate the clearance and settlement of securities transactions among such DTC Participants. District. The term "District" is defined in Article One hereof and shall mean and include any successors and assigns of the District and, where appropriate, shall refer to the Board of Directors of the District. 2-2 Fiscal Year. The term "Fiscal Year" shall mean the annual period from June 1 through May 31, or such other period as may hereafter be established by resolution of the Board of Directors of the District. Holder. The term "Holder" or "Holders" shall mean, when used with respect to any Bond, the Person or Persons in whose name such Bond is registered on the Register. Initial Bonds. The term "Initial Bond" or "Initial Bonds" shall mean any one or more of the Bonds authorized, issued and initially delivered hereunder upon which the manually executed certificate of registration of the Comptroller of Public Accounts of the State of Texas, or his or her duly authorized deputy, substantially in the form prescribed in Section 5.03 hereof, has been placed. Initial Date. The term "Initial Date" shall mean October 1, 2022. Initial Purchaser. The term "Initial Purchaser" shall mean the Person or Persons to whom the Bonds are to be sold and delivered, as provided in Section 13.01 hereof. Interest Payment Date. The term "Interest Payment Date" shall mean the date on which interest on any then outstanding Bond is due and payable, as provided in Section 3.04 hereof. Letter of Representation. The term "Letter of Representation" shall mean the Blanket Issuer Letter of Representations between the District and DTC, dated as of the date hereof, as same may be amended or supplemented from time to time. Maturity Date. The term "Maturity Date" shall mean any date on which the principal of any then outstanding Bond is due and payable, as provided in Section 3.03 hereof. 2-3 Net Proceeds. Except as said term is otherwise specifically defined for purposes of Section 8.01 hereof, the term "Net Proceeds" shall mean all proceeds received by the District from the sale of the Bonds, except those proceeds deposited into the Bond Fund Road Bond Account pursuant to the provisions of Section 7.04 hereof. Order. The term "Order" shall mean this Order and all amendments or supplements hereto. Outstanding Bonds. The term "Outstanding Bonds" is defined in Section 1.05 hereof. Paving Agent. The term "Paying Agent" shall mean the Person selected and maintained from time to time by the District for the purpose of making payment on behalf of the District of the principal of and the interest on the Bonds, as provided in Section 12.06 of this Order. Person. Except as said term is otherwise specifically defined for purposes of Section 8.01 hereof, the term "Person" shall mean any individual, corporation, partnership, firm, joint venture, association, joint stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof Predecessor Bonds. The term "Predecessor Bonds" shall mean, with respect to any particular Bond, every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond, and, for the purposes of this definition, any Bond registered and delivered pursuant to Section 3.10 hereof shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Bond in lieu of which such Bond was delivered. Prior Bond Order The term "Prior Bond Order" shall mean the order of the Board of Directors of the District authorizing the issuance of the Series 2021 Road Bonds, and amendments and supplements thereof, if any. 2-4 Record Date. The term "Record Date" shall mean, with respect to an Interest Payment Date of March 1, the preceding February 15, and with respect to an Interest Payment Date of September 1, the preceding August 15, whether or not such dates are Business Days. Redemption Date. The term "Redemption Date" shall mean, when used with respect to any Bond to be redeemed prior to its Maturity Date, the date fixed for redemption of such Bond pursuant to the terms of this Order. Register. The term "Register" shall mean the registry books maintained on behalf of the District by a Registrar designated by the District for such purpose in which are maintained the names and addresses of Holders and the principal amounts of the Bonds registered in the name of each Holder. Registrar. The term "Registrar" shall mean the trust or banking corporation or association designated and acting in such capacity from time to time, as provided in Section 12.05 of this Order. Road Bonds. The term "Road Bonds" shall mean the Bonds, the Series 2021 Road Bonds, and any Additional Bonds of the District issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending the Road System, and any related refunding bonds, whether hereunder or hereafter issued, sold and delivered by the District. Road Construction Fund Account. The term "Road Construction Fund Account" shall mean the special account created and established within the Construction Fund pursuant to the Prior Bond Order. Road System. The term "Road System" shall mean a system of road facilities or facilities in aid thereof to serve the District, including, but not limited to, all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, now owned or hereafter purchased, constructed or otherwise acquired, and all extensions and replacements thereof and improvements thereto whensoever made. 2-5 Serial Bonds. The term "Serial Bond" or "Serial Bonds" shall mean any one or more as the case may be of the Bonds issued hereunder as serial bonds, which have Maturity Dates in the years 2024 through 2031, inclusive, and which are not subject to mandatory redemption pursuant to Section 4.01 hereof. Series 2021 Road Bonds. The term "Series 2021 Road Bonds" is defined in Section 1.05 hereof. Term Bonds. The term "Term Bond" or "Term Bonds" shall mean one or more, as the case may be, of the Bonds issued hereunder as term bonds which have a Maturity Date in the years 2034, 2037, 2040, 2046 and 2050, and which are subject to mandatory redemption pursuant to Section 4.01 hereof. SECTION 2.02: INTERPRETATIONS; TIME OF PERFORMANCE. The titles and headings of the articles and sections of this Order have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Order and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the taxes levied in payment thereof. Unless a time period specified for performance of any action under this Order is specified to be a Business Day or Business Days, such performance time period means the number of calendar days for such performance to be accomplished. (End of Article Two) 2-6 ARTICLE THREE AUTHORIZATION, DESCRIPTION AND EXECUTION OF BONDS SECTION 3.01: AMOUNT, NAME, PURPOSE AND AUTHORIZATION. The Bonds of the District, to be known and designated as "Rock Prairie Management District No. 2 Unlimited Tax Road Bonds, Series 2022", shall be issued in the aggregate principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, all under and in strict conformity with the Constitution and laws of the State of Texas, including, particularly, Section 52 of Article III of the Constitution of Texas and the Act. SECTION 3.02: FORM, INITIAL DATE, DELIVERY DATE. NUMBERS AND DENOMINATIONS. The Initial Bonds shall be issued and delivered in fully registered form, without interest coupons, and shall be dated as of the Initial Date. Each Initial Bond submitted for approval, registration and delivery in accordance with Section 3.07 hereof shall be numbered "IR-", followed by the last two digits of the year of the Maturity Date of such Initial Bond, and shall be completed with the Delivery Date. Each Bond registered and delivered subsequent to the Initial Bonds shall be dated as of the Initial Date and shall include thereon the Delivery Date. Each such Bond shall be numbered consecutively, in succession, beginning with the numeral "1", which shall be preceded by the prefix "R", and shall be in denominations of $5,000, or any integral multiple thereof. SECTION 3.03: INTEREST RATES AND MATURITY DATES. The Bonds shall include both Serial Bonds and Term Bonds, as provided below. (a) Bonds in the aggregate principal amount of $565,000 shall be issued as Serial Bonds, shall bear interest from the later of the Delivery Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate or rates set forth in the following schedule, and shall mature and become payable, subject to prior redemption in accordance with the provisions of Article Four hereof, on September 1 in each of the years and in the principal amounts set forth in the schedule below: Principal Year of Interest Amount Maturity Rate $ 60,000 2024 7.00% $ 65,000 2025 7.00% $ 65,000 2026 7.00% $ 65,000 2027 7.00% $ 70,000 2028 7.00% $ 75,000 2029 4.50% 3-1 $ 80,000 2030 4.50% $ 85,000 2031 4.50% (b) Bonds in the aggregate principal amount of $1,935,000 shall be issued as Term Bonds, shall bear interest from the later of the Delivery Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate or rates set forth in the following schedule, and shall mature and become payable, subject to mandatory and optional redemption in accordance with the provisions of Article Four hereof, on September 1 in the year and in the principal amounts set forth in the schedule below: Principal Year of Interest Amount Maturity Rate $ 255,000 2034 4.50% $ 275,000 2037 4.50% $ 285,000 2040 4.50% $ 640,000 2046 4.50% $ 480,000 2050 4.50% SECTION 3.04: DATES AND MANNER OF PAYMENT OF INTEREST. Interest on the Bonds shall be payable semiannually on March 1 and September 1 of each year, commencing on March 1, 2023, until payment of the principal thereof has been made or duly provided for. The amount of interest on the Bonds payable on each Interest Payment Date, Maturity Date or Redemption Date shall be computed on the basis of a 360-day year of twelve 30-day months. Not later than ten (10) days before each Interest Payment Date, Maturity Date or Redemption Date, the Paying Agent shall compute the amount of interest to be due and payable on such date and shall send to the District notice of the amount so computed to be due and payable on such date. The payments of interest on the Bonds shall be payable, at the option of the District, by check mailed by the Paying Agent to the Holder, at the address shown on the Register, or by such other customary banking arrangements as may be acceptable to the Paying Agent and the Holder, at the risk and expense of such Holder. The interest so payable on any Interest Payment Date will be paid to the Person in whose name each Bond (or one or more Predecessor Bonds evidencing the same obligation) is registered at the close of business on the Record Date for such Interest Payment Date. Each Bond delivered pursuant to the terms of this Order upon transfer or in exchange for or in lieu of any Predecessor Bond shall carry all the rights to interest, both accrued and unpaid, and to accrue, which were carried by such Predecessor Bond, and each such Bond shall bear or accrue interest as specified herein so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 3.05: MEDIUM AND PLACE OF PAYMENT AT MATURITY OR REDEMPTION. The principal of the Bonds payable at any Maturity Date or Redemption Date, shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which on such dates of payment is legal tender for the payment of debts due the United States of America, upon the presentation and surrender of such Bonds, as they become due or at their earlier Redemption Date, at the designated office of the Paying Agent. 3-2 SECTION 3.06: EXECUTION. The Bonds shall be signed on behalf of the District by the President and Secretary of the Board of Directors of the District, and the District's seal shall be placed or impressed thereon. Such signatures may be manually executed or placed in facsimile on the Bonds, and the District's seal may be manually impressed or printed or otherwise mechanically reproduced in facsimile on the Bonds. In case any official of the District who shall have signed any of the Bonds, either manually or by facsimile signature, shall cease to be such officer before the Bonds so signed shall have been authenticated and delivered by the Registrar, or disposed of by the District, such Bonds, nevertheless, may be authenticated and delivered or disposed of as though the Person who signed such Bonds had not ceased to be such officer of the District, and any Bond may be signed on behalf of the District by such Person as, at the actual time of execution of such Bond, shall be a proper officer of the District, although at the date of such Bond or of the adoption of this Order, such Person was not such officer. Minor typographical and other minor errors in the text of any Bond or minor defects in the seal or facsimile signature on any Bond shall not affect the validity or enforceability of such Bond, if same has been duly authenticated by the Registrar or registered by the Comptroller of Public Accounts of the State of Texas, as required herein. SECTION 3.07: APPROVAL, REGISTRATION AND DELIVERY. The Initial Bonds shall consist of one Bond for each year of maturity specified in Section 3.03 hereof, representing the entire principal amount of the Bonds scheduled to mature in each of such years of maturity, and shall be made payable to the Initial Purchaser, or its designee. The President and Secretary of the Board of Directors of the District and representatives of the District's Bond Counsel are each hereby authorized and directed to submit the Initial Bonds and a transcript of the proceedings relating to the issuance of the Bonds to the Attorney General of Texas for approval and, following said approval, to submit the Initial Bonds to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Initial Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's registration certificate prescribed herein to be printed and endorsed on each Initial Bond. After the Initial Bonds have been registered and signed by the Comptroller, they shall be delivered to the Registrar, completed with the Delivery Date and registered on the Register in the name of Cede & Co., as nominee of DTC, and thereafter shall be delivered to the Initial Purchaser or its designee, but only upon receipt of the full purchase price therefor. At any time after delivery of the Initial Bonds, the Holder may, subject to the requirements of and in accordance with the procedures prescribed in Section 3.09 hereof, surrender any Bonds to the Registrar for transfer or exchange, accompanied by instructions specifying the name(s) and address(es) of the Person(s) to whom such Bonds are to be transferred and the principal amount(s) of the Bond(s) to be authenticated and delivered in exchange therefor, and the Registrar shall thereupon, within not more than three (3) Business Days, authenticate and register Bonds conforming to such instructions and the provisions of this Order. No Initial Bond shall be entitled to any right or benefit under this Order, or be valid or obligatory for any purpose, unless there appears on such Initial Bond a certificate of registration substantially in the form provided in Section 5.03 hereof, duly executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized deputy, by manual signature; nor 3-3 shall any Bond authenticated and delivered subsequent to the Initial Bonds be so entitled or be valid or obligatory, unless there appears on such Bond a Certificate of Registrar substantially in the form provided in Section 5.02 hereof, duly executed by an authorized officer or employee of the Registrar, by manual signature. Such Certificate of Registrar upon any Bond authenticated and delivered subsequent to the Initial Bonds shall be conclusive evidence that such Bond has been so certified or registered and delivered. SECTION 3.08: OWNERSHIP OF BONDS. The District, the Paying Agent, the Registrar and any other Person may treat the Person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and interest thereon and for all other purposes, whether or not such Bond is overdue, and neither the District, the Paying Agent, nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the Person deemed to be the owner of any Bond in accordance with this Section 3.08 shall be valid and effective for all purposes and shall discharge the liability of the District, the Paying Agent and the Registrar to the extent of the sums paid. SECTION 3.09: REGISTRATION. TRANSFER AND EXCHANGE. So long as any Bonds remain outstanding, the Registrar shall keep and maintain at its designated office a Register in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration, transfer and exchange of Bonds in accordance with the terms of this Order. Each Bond shall be transferable only upon the presentation and surrender thereof at the office designated by the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative. Within three (3) Business Days following due presentation for registration of the transfer of any Bond, the District shall cause to be executed and the Registrar shall authenticate in the name of the transferee or transferees one or more exchange Bonds in a like aggregate principal amount and a like interest rate and shall deliver or mail same to the transferee or transferees by United States mail, first class, postage prepaid. All Serial Bonds shall be exchangeable upon the presentation and surrender thereof at the office designated by the Registrar for a Serial Bond or Serial Bonds having the same maturity and interest rate, in any authorized denomination, and in an aggregate principal amount equal to the unpaid principal amount of the Serial Bond or Serial Bonds presented for exchange. Within three (3) Business Days following due presentation for exchange of any Serial Bond, the District shall cause to be executed and the Registrar shall authenticate, register and deliver or send to the Holder, by United States mail, first class, postage prepaid, exchange Serial Bonds in accordance with the provisions of this Section 3.09. Except as provided in Section 3.12 hereof, a Term Bond is not exchangeable so long as it is registered in the name of Cede & Co., as nominee of DTC. Each Bond transferred or exchanged and duly authenticated and delivered in accordance with this Section 3.09 shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. No service charge shall be made for any transfer or exchange referred to above, but the District or the Registrar may require 3-4 the Holder of any Bond to pay a sum sufficient to pay any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. The Registrar shall not be required to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of the mailing of, notice of redemption of Bonds prior to maturity, nor shall the Registrar be required to transfer or exchange any Bond selected for redemption in whole or in part when such Redemption Date is scheduled to occur within thirty (30) calendar days. SECTION 3.10: REPLACEMENT BONDS. Upon the presentation and surrender to the Registrar of a mutilated Bond, the District shall cause to be executed, and the Registrar shall authenticate, register and deliver in exchange therefor, a replacement Bond of like tenor and principal amount bearing a number not contemporaneously outstanding. In the event that any Bond is lost, apparently destroyed or wrongfully taken, the District, pursuant to the applicable laws of the State of Texas, and in the absence of actual notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall cause to be executed, and the Registrar shall authenticate, register and deliver, a replacement Bond of like tenor, interest, and principal amount bearing a number not contemporaneously outstanding, provided that the Holder thereof shall have: (a) furnished to the Registrar and the District satisfactory evidence of the ownership and the circumstances of the loss, destruction or theft of such Bond; (b) furnished such security or indemnity as may be required by the Registrar, the District and the Paying Agent to save the District, the Registrar and the Paying Agent harmless; (c) paid all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees and expenses of the Registrar, the District and Paying Agent and any tax or other governmental charge that may be imposed; and (d) met any other reasonable requirements of the District, the Registrar and the Paying Agent. If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the District, the Registrar and the Paying Agent shall be entitled to recover upon such replacement Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the District, the Registrar and the Paying Agent in connection therewith. In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent, with the concurrence of the Registrar, in their discretion, may pay such Bond, in lieu of issuance of a replacement Bond. 3-5 Each replacement Bond delivered in accordance with this Section 3.10 shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. SECTION 3.11: BOOK -ENTRY ONLY SYSTEM. Notwithstanding the foregoing, the Initial Bonds and all subsequent Bonds shall be registered in the name of Cede & Co., as nominee of DTC, except as provided in Section 3.12 hereof. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the District, the Paying Agent and the Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. In particular, and not by way of limiting the foregoing, the District, the Paying Agent and the Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than a Holder, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than a Holder, as shown in the Register, any amount with respect to the principal of or the premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Order to the contrary, the District, the Paying Agent and the Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered on the Register as the absolute owner of such Bond for the purpose of payment of the principal of and the premium, if any, and interest on such Bond; for the purpose of giving notices of redemption and other matters with respect to such Bond; for the purpose of registering transfers with respect to such Bond; and for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Holders, as shown on the Register and as provided in this Order, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the payment of the principal of and the premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Except as provided in Section 3.12 hereof, no Person, other than a Holder, as shown on the Register, shall be issued an exchange Bond pursuant to this Order. Upon delivery by DTC to the Paying Agent and the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Order with respect to interest payments to the Holders as of the close of business on a Record Date, the word "Cede & Co." in this Order shall refer to such new nominee of DTC. Notwithstanding any other provision of this Order to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and the premium, if any, and interest on such Bond, and all notices with respect to such Bond, shall be made and given, respectively, in the manner provided in the Letter of Representation. If fewer than all of the Bonds of the same maturity are to be redeemed, the particular Bonds, or portions thereof, to be redeemed in whole or in part from within each such maturity shall be selected by DTC from the Bonds, or portions thereof, which have not previously been called for redemption in accordance with the procedures of DTC notwithstanding any other provision of this Order to the contrary. 3-6 SECTION 3.12: SUCCESSOR SECURITIES DEPOSITORY: TRANSFER OUTSIDE BOOK -ENTRY ONLY SYSTEM. In the event that the District, in its sole discretion, determines that the beneficial owners of the Bonds should be able to obtain exchange Bonds, the District shall notify DTC and the DTC Participants, as identified by DTC, of the availability through the Registrar of exchange Bonds and cause the registration and transfer of one or more exchange Bonds to the DTC Participants having Bonds credited to their DTC accounts, as identified by DTC, but only upon presentation of surrender of the Bonds to be exchanged, upon receipt of proper proof of the ownership interests of the DTC Participants, and integral multiples of $5,000 in principal amount; provided, however, that in such event, each Term Bond shall be exchangeable only for one or more Serial Bonds bearing the same rate of interest and corresponding in aggregate principal amounts and Maturity Dates to the unpaid mandatory redemption amounts and Redemption Dates applicable to such Term Bond pursuant to Section 4.01 hereof, with the particular Maturity Date applicable to any such exchange Serial Bond to be determined by the Registrar by lot or other customary method. In the event DTC discontinues the services described herein, the District shall appoint a successor securities depository qualified to act as such under Section 17 (a) of the Securities and Exchange Act of 1934, as amended; notify DTC and the DTC Participants, as identified by DTC, of the appointment of such successor securities depository; and cause the registration and transfer of one or more exchange Bonds to such successor securities depository. In either such event, the Bonds shall no longer be restricted to being registered on the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Holders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Order. SECTION 3.13: CANCELLATION. All Bonds paid or redeemed in accordance with this Order, and all Bonds in lieu of which exchange Bonds or replacement Bonds are executed, authenticated, registered and delivered in accordance with Section 3.09 or Section 3.10 of this Order, shall be cancelled upon the making of proper records regarding such payment, redemption, exchange or replacement and shall be treated in accordance with the document retention policies of the Paying Agent and the records retention schedules of the District. The Paying Agent and Registrar shall periodically furnish the District with certificates of cancellation of such Bonds, upon written request therefor. (End of Article Three) 3-7 ARTICLE FOUR REDEMPTION OF BONDS BEFORE MATURITY SECTION 4.01: A. MANDATORY REDEMPTION OF TERM BONDS. Term Bonds with Maturity Dates of September 1, 2034, 2037, 2040, 2046 and 2050, shall be redeemed, at a price equal to the principal amount thereof, plus accrued interest to the Redemption Date, on September 1 in each of the years and in the principal amounts set forth in the following schedule, with the particular portions of such Term Bonds to be redeemed to be selected by the Registrar or DTC, as applicable, from the portions of the Term Bonds which have not previously been redeemed by the District, by lot or other customary method: Year of Principal Redemption Amount 2032 $ 85,000 2033 $ 85,000 2034 (Maturity) $ 85,000 2035 $ 85,000 2036 $ 95,000 2037 (Maturity) $ 95,000 2038 $ 95,000 2039 $ 95,000 2040 (Maturity) $ 95,000 2041 $100,000 2042 $100,000 2043 $100,000 2044 $110,000 2045 $110,000 2046 (Maturity) $120,000 2047 $120,000 2048 $120,000 2049 $120,000 2050 (Maturity) $120,000 Notwithstanding the foregoing, to the extent that Term Bonds of a particular maturity have been previously redeemed in part through the exercise of the District's reserved right of optional redemption, as provided below, each of the aforesaid scheduled mandatory redemption payments for the Term Bonds of such maturity shall be reduced in each such instance of prior redemption, as specified in the District's notice to the Paying Agent as provided below. B. OPTIONAL REDEMPTION OF BONDS. The District reserves the right, at its option, to redeem the Bonds maturing on or after September 1, 2030, prior to their scheduled maturities, in whole or, from time to time, in part, on September 1, 2029, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest on said principal amount thereof called for redemption to the Redemption Date. The District shall, at least 4-1 forty-five (45) calendar days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Registrar and Paying Agent), notify the Registrar and Paying Agent of such Redemption Date and of the principal amount of the Bonds of each maturity to be redeemed. If less than all of the Serial Bonds of the same maturity are to be redeemed, the particular Serial Bonds to be redeemed in whole or in part from within each such maturity shall be selected by the Registrar or DTC, as applicable, from the Serial Bonds which have not previously been called for redemption, by lot or other customary method; provided, however, that in the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000 or an integral multiple thereof. The Registrar shall promptly notify the District and the Paying Agent, if different than the Registrar, in writing, of the Serial Bonds selected for redemption and, in the case of any Serial Bond selected for partial redemption, of the principal amount thereof to be redeemed. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District shall notify the Paying Agent at least forty-five (45) calendar days prior to the Redemption Date of the reductions in the remaining mandatory redemption amounts to result from such optional redemption. For purposes of this Order, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal amount of such Bond which has been or is to be redeemed. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with Section 3.09 of this Order, shall authenticate, register and deliver an exchange Bond or Bonds of like interest rate and in aggregate principal amount equal to the unredeemed portion of the Bond so surrendered; provided, however, that the foregoing shall not apply to Bonds registered as set forth in Section 3.11 of this Order. SECTION 4.02: NOTICE OF REDEMPTION. Notice of the selection of any Bonds for redemption pursuant to Section 4.01 above is hereby directed to be given by the Registrar, without any further instruction or notice from the District, at least thirty (30) calendar days prior to the Redemption Date. Notice shall be given by first class United States mail, postage prepaid, to the Holder of each Bond to be redeemed in whole or in part at the address shown on the Register on the date which is forty-five (45) calendar days prior to the Redemption Date. Such notice shall state the Redemption Date, the redemption price, the principal amounts of the Bonds to be redeemed and, if less than all of the then outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemptions within a maturity, the respective principal amounts) of the Bonds to be redeemed, the amount of accrued interest payable on the Redemption Date and the place at which the Bonds are to be surrendered for payment. Any notice mailed as provided in this Section 4.02 shall be conclusively presumed to have been duly given, whether or not the Holder actually receives such notice. Except as otherwise provided in Section 11.03 of this Order, no other notice of the reserved right of redemption shall be given unless otherwise required by law. By the Redemption Date, due provision shall be made with the Paying Agent for the payment of the principal of the Bonds to be redeemed, plus accrued interest thereon to the Redemption Date. When Bonds have been called for redemption, in whole or in part, as provided above, and due provision has been made to redeem same, such Bonds or portions thereof, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds 4-2 provided for redemption, and the right of the Holders to collect interest which would otherwise accrue after the Redemption Date upon the principal of such Bonds or the portions thereof so called for redemption shall be terminated. (End of Article Four) 4-3 ARTICLE FIVE FORM OF BONDS AND INSURANCE SECTION 5.01: FORM OF BONDS. The Bonds authorized by this Order, including the registration certificate of the Comptroller of Public Accounts of the State of Texas or Registrar, as applicable, and form of assignment shall be in substantially the forms specified in Exhibit "A" and Exhibit "B" attached hereto and made a part hereof for all purposes, with such omissions, insertions and variations as may be necessary or desirable and consistent with the terms of this Order. SECTION 5.02: CERTIFICATE OF REGISTRAR. The form of Certificate of Registrar specified in Exhibit "B" attached hereto shall be printed on or attached to each of the Bonds authenticated, registered and delivered subsequent to the Initial Bonds. SECTION 5.03: REGISTRATION OF BONDS BY STATE COMPTROLLER AND CERTIFICATE. The Initial Bonds shall be registered by the Comptroller of Public Accounts of the State of Texas, as provided by law. In lieu of the Certificate of Registrar specified in Section 5.02 hereof, the registration certificate of the Comptroller of Public Accounts of the State of Texas shall be printed or typed on or attached to each of the Initial Bonds and shall be in substantially the form specified in Exhibit "A" attached hereto. SECTION 5.04: FORM OF ASSIGNMENT. The form of Assignment specified in Exhibit "A" and Exhibit "B" attached hereto shall be printed at the back of or attached to each of the Bonds. SECTION 5.05: CUSIP REGISTRATION. The officers and representatives of the District may secure the printing of identification numbers on the Bonds through the CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of the American Bankers Association. SECTION 5.06: LEGAL OPINION. The approving opinion of the District's Bond Counsel may be printed on the Bonds over the certification of the Secretary of the Board of Directors, which may be executed in facsimile or, with respect to Bonds registered in the name of Cede & Co., as nominee of DTC, in accordance with Section 3.11 of this Order, an original of said opinion may be delivered to the Initial Purchaser. SECTION 5.07: BOOK -ENTRY ONLY BONDS. Notwithstanding anything in this Article Five to the contrary, exchange bonds in the form specified in Exhibit "B" attached hereto shall not be issued except as set forth in Section 3.12 of this Order. SECTION 5.08: BOND INSURANCE PROCEEDINGS. The officers and representatives of the District are hereby authorized and directed (i) to make application for and to execute, attest and deliver any and all certificates, agreements or other instruments necessary to 5-1 secure a municipal bond insurance policy with respect to the Bonds, and (ii) to provide for the printing of a statement or legend relating to such insurance on the Bonds, all as may be deemed necessary by said officers and representatives. (End of Article Five) 5-2 ARTICLE SIX SECURITY FOR THE BONDS SECTION 6.01: SECURITY FOR THE BONDS. The Bonds are secured by and payable from the proceeds of an annual ad valorem tax, levied without legal limitation as to rate or amount, upon all taxable property within the District, and such taxes, as collected and received, are hereby pledged to the payment of the principal of and the interest, payment expenses and redemption price on the Bonds and the Outstanding Bonds. SECTION 6.02: LEVY OF TAX. To pay the interest on the Bonds, and to create a sinking fund for the payment of the principal thereof when due, and to pay the expenses of assessing and collecting such taxes and making payments in respect of the Bonds, there is hereby levied, and there shall be assessed and collected in due time, an annual ad valorem tax, without legal limit as to rate or amount, upon all taxable property in the District for each year while any of the Bonds are outstanding. All of the proceeds of such collections, except costs incurred in connection therewith, shall be paid into the Bond Fund Road Bond Account, as established pursuant to the Prior Bond Order, and the aforementioned tax and such payments into the Bond Fund Road Bond Account shall continue until the Bonds and the interest thereon, together with all expenses incurred in making payments in respect of the Bonds and all amounts due to the United States of America pursuant to Section 8.01(g) hereof, have been fully paid and discharged, and such proceeds shall be used for such purposes and no other. While said Bonds, or any of them, are outstanding and unpaid, an ad valorem tax, each year at a rate from year to year as will be ample and sufficient to provide funds to pay the current interest on said Bonds and to provide the necessary sinking fund to pay the principal and accrued interest on the Bonds when due, with full allowance being made for delinquencies and costs of collection, shall be levied, assessed and collected, as follows: (a) After receipt of the certified roll of taxable property in each year, and at such time as required by then applicable law, the Board of Directors shall consider the taxable property in the District and determine the actual rate per $100 valuation of taxable property which is to be levied in that year and shall levy such tax against all taxable property in the District. (b) In determining the actual rate to be levied in each year, the Board of Directors shall consider, among other matters: (1) the amount which should be levied for the payment of the principal of or the interest, payment expenses and redemption price on each series of bonds or notes of the District payable in whole or in part from taxes, including, but not limited to, the Bonds, the Outstanding Bonds and any Additional Bonds; and (2) the percentage of anticipated tax collections and the costs of assessing and collecting such taxes. 6-1 (c) In determining the amount of taxes which should be levied each year, the Board of Directors may also consider whether proceeds from the sale of bonds of the District have been capitalized or placed in escrow to pay interest during construction and whether the Board of Directors reasonably expects to have investment earnings from the Bond Fund or the Bond Fund Road Bond Account, as applicable, or excess arbitrage profits payable to the United States of America, or revenues or receipts available from other sources which are legally available to pay the principal of or the interest, payment expenses or redemption price on the Bonds, the Outstanding Bonds or any Additional Bonds or notes payable in whole or in part from taxes. In addition to the tax levied pursuant to this Section 6.02, the District may also levy from time to time taxes for maintenance and operation purposes, for contract obligations payable from taxes, and for any other purpose or purposes authorized by law. SECTION 6.03: PERFECTION OF PLEDGE. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of taxes by the District under Section 6.01 of this Order, and such pledge is, therefore, valid, effective and perfected. If, at any time while all or any portion of the Bonds are outstanding and unpaid, Texas law is amended in a manner that such pledge is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Holders the perfection of the security interest in and to such pledge, the District covenants and agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, and to enable a filing to perfect the security interest in such pledge to occur. (End of Article Six) 6-2 ARTICLE SEVEN APPLICATION OF BOND PROCEEDS; FLOW OF FUNDS AND INVESTMENTS SECTION 7.01: BOND PROCEEDS. Proceeds from the sale of the Bonds will be disbursed in accordance with this Article Seven. SECTION 7.02: CREATION OF FUNDS AND ACCOUNTS. Notwithstanding any part or provision hereof to the contrary, the creation of the Bond Fund, Bond Fund Road Bond Account, Construction Fund, and Road Construction Fund Account pursuant to the provisions of the Prior Bond Order are hereby confirmed. Each fund and account shall be kept separate and apart from all other funds and accounts of the District. The Bond Fund Road Bond Account, to the extent permitted by law, shall constitute a trust fund for the benefit of the Holders of the Bonds, the Outstanding Bonds and any Additional Bonds issued for the purpose of financing roads payable in whole or in part from taxes, and shall be applied only to pay interest and principal on the Bonds, the Outstanding Bonds and any Additional Bonds payable in whole or in part from taxes and the fees and expenses of any Paying Agent or Registrar in respect of same, and to defray the expenses, if any, of assessing and collecting taxes levied for payment of the interest on and principal of the Bonds, the Outstanding Bonds and any Additional Bonds issued for the purpose of financing roads payable in whole or in part from taxes, to pay any tax anticipation notes issued together with interest thereon, as such tax anticipation notes shall become due, and to pay to the United States of America any excess arbitrage profits in respect of the Bonds, the Outstanding Bonds and any Additional Bonds payable in whole or in part from taxes which may hereafter come due. SECTION 7.03: SECURITY OF ACCOUNTS. Any cash balance in any fund or account of the District, to the extent not insured by the Bank Insurance Fund managed and maintained by the Federal Deposit Insurance Corporation, or a successor insurance fund, shall be continuously secured by a valid pledge to the District of securities eligible under the laws of Texas to secure the funds of districts such as the District, having an aggregate market value, exclusive of accrued interest, at all times at least equal to the uninsured cash balance in the fund to which such securities are pledged or such higher amount as required by the District's policies for investment of funds of the District. SECTION 7.04: DEPOSITS TO AND WITHDRAWALS FROM BOND FUND ROAD BOND ACCOUNT. The District shall deposit or cause to be deposited into the Bond Fund Road Bond Account the aggregate of the following at the times specified: (a) As soon as practicable after the Initial Bonds are sold and delivered, out of the proceeds of the sale of the Bonds, a sum equal to the initial twelve (12) months of interest on the Bonds; and (b) As collected, the proceeds from collection of the ad valorem tax levied pursuant to Section 6.02 hereof, less the costs of collection thereof. 7-1 Not later than five (5) calendar days prior to any Maturity Date, Redemption Date and/or Interest Payment Date on the Bonds, the Board of Directors shall cause moneys to be deposited into the Bond Fund in an amount not less than that which is sufficient to pay the principal of the Bonds which matures and becomes payable on such date, the interest which accrues and becomes payable on such date, and the fees and expenses of the Paying Agent and the Registrar for handling and making such payments on the Bonds on such date, and not later than two (2) Business Days prior to such payment dates shall cause such amounts to be wire transferred to the Paying Agent. SECTION 7.05: CONSTRUCTION FUND. The District shall deposit or cause to be deposited into the Road Construction Fund Account the Net Proceeds of the Bonds, less any portion of the Net Proceeds that has been utilized by the Paying Agent, pursuant to written instructions of the District, for expenses incident to the issuance of the Bonds. Moneys on deposit in the Road Construction Fund Account shall be used solely for the payment of the expenses incident to the issuance of the Bonds, including financial advisory, legal and engineering fees and expenses, and administration, organization and printing expenses of the District, and the costs of purchasing, constructing, acquiring, owning, operating, repairing, improving or extending the Road System. All moneys on deposit in the Road Construction Fund Account as of the date hereof, and all interest and investment earnings on such moneys, now or hereafter deposited into such fund, are to be maintained by the District in such fund to be used for the purposes for which the Bonds and the Series 2021 Road Bonds were sold as set forth in the order authorizing issuance of same and/or for any other lawful purpose for which the Series 2021 Road Bonds were authorized, and, if required, the consent of any regulatory authority having jurisdiction. SECTION 7.06: SURPLUS CONSTRUCTION FUNDS. After completion of the Road System facilities for which the Bonds are issued and the payment of all lawful obligations associated therewith, at the option of the Board, and, if required, with the consent of any regulatory authority having jurisdiction, the proceeds of the Bonds remaining in the Road Construction Fund Account, together with investment earnings thereon, may be used to pay the costs of constructing additional road facilities which will become part of the Road System and/or for any other lawful purpose for which the Bonds were authorized, if such use, in the opinion of Bond Counsel, does not adversely affect the status of the exclusion of interest on the Bonds from gross income for federal income tax purposes. Any moneys remaining in the Road Construction Fund Account after completion of the entire Road System shall be deposited into the Bond Fund Road Bond Account. SECTION 7.07: INVESTMENTS; EARNINGS. Moneys deposited into the Bond Fund and the Bond Fund Road Bond Account therein, and into the Construction Fund and the Road Construction Fund Account therein, and any other fund or funds which the District may lawfully create may be invested or reinvested from time to time, but only in Authorized Investments. Except to the extent otherwise required to maintain compliance with the covenants set forth in Section 8.01 hereof, all investments and any profits realized from or interest accruing on such investments shall belong to the fund and the account from which the moneys for such investment were taken; provided, however that in the discretion of the Board of Directors, and, if required, with the consent of any regulatory authority having jurisdiction, the profits realized from and interest accruing on investments made from any fund may be transferred to the appropriate account within the Bond Fund. If any moneys are so invested, the District shall have the right to have sold in the open market a sufficient amount of such investments to meet its obligations in the 7-2 event any fund does not have sufficient uninvested moneys on hand to meet the obligations payable out of such fund. After such sale, the moneys resulting therefrom shall belong to the fund from which such investments were initially taken. The District shall not be responsible to the Holders for any loss arising out of the sale of any investments. (End of Article Seven) 7-3 ARTICLE EIGHT TAX EXEMPTION SECTION 8.01: TAX EXEMPTION. For purposes of this Section 8.01, the term "Net Proceeds" means the proceeds derived from the sale of the Bonds, plus interest earnings thereon, less any amounts deposited in a reasonably required reserve or replacement fund; the term "Person" includes any individual, corporation, partnership, unincorporated association or any other entity capable of carrying on a trade or business; and the term "trade or business" means, with respect to any natural person, any activity regularly carried on for profit and, with respect to Persons other than natural persons, means any activity other than an activity carried on by a governmental unit. The District covenants that it shall make such use of the Net Proceeds of the Bonds, regulate investments thereof and take such other and further actions as may be required by Sections 103 and 141-150 of the Internal Revenue Code of 1986 (the "Code"), and all applicable temporary, proposed and final regulations and procedures promulgated thereunder or promulgated under the Internal Revenue Code of 1954, to the extent applicable to the Code (the "Regulations"), necessary to assure that interest on the Bonds is excludable from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the District hereby covenants as follows: (a) The District has not permitted and will not permit more than ten percent (10%) of the Net Proceeds of the Bonds to be used in the trade or business of any Person (other than use as a member of the general public) other than a governmental unit ("private -use proceeds"). (b) The District has not permitted and will not permit more than five percent (5%) of the Net Proceeds of the Bonds to be used in the trade or business of any Person, other than a governmental unit, if such use is unrelated to the governmental purpose of the Bonds; and further, the amount of private -use proceeds of the Bonds in excess of five percent (5%) of the Net Proceeds of the Bonds ("excess private -use proceeds") will not exceed the proceeds of the Bonds expended for the governmental purpose of the Bonds to which such excess private -use proceeds relate. (c) The principal of and interest on the Bonds will be paid from ad valorem tax collections, together with investment profits and interest earnings thereon. (d) The District has not permitted and will not permit an amount exceeding the lesser of (i) $5,000,000 or (ii) five percent (5%) of the Net Proceeds of the Bonds to be used directly or indirectly to finance loans to Persons other than governmental units. (e) The District will not use the proceeds of the Bonds in a manner that would cause the Bonds or any portion thereof to be an "arbitrage bond" within the meaning of 8-1 (f) (g) Section 148 of the Code or otherwise in any manner which would cause the Bonds to violate the provisions of Section 149(d) of the Code. The District will monitor the yield on the investment of the proceeds of the Bonds and moneys pledged to the payment of the Bonds, other than amounts not subject to yield restriction because of their deposit in a reasonably required reserve or replacement fund or a bona fide debt service fund, and will restrict the yield on such investments to the extent required by the Code or the Regulations. Without limiting the generality of the foregoing, the District will take appropriate steps to restrict the yield on (i) all Net Proceeds of the Bonds on hand on a date that is three (3) years from the date of delivery of the Bonds and on all amounts within the Bond Fund not disbursed within thirteen (13) months of the date of deposit therein (using a last -in, first out accounting conversion) and (ii) all investment earnings on hand on a date that is three (3) years from the date of delivery of the Bonds or one (1) year from the date such investment proceeds are received, whichever is later, to a yield which is not materially higher than the yield on the Bonds (in both cases calculated in accordance with the Code and the Regulations). The District will not cause the Bonds to be treated as "federally guaranteed" obligations within the meaning of Section 149(b) of the Code (as same may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149(b) of the Code). To the extent, if applicable, required by the Code or Regulations, the District will take all necessary steps to comply with the requirement that "excess arbitrage profits" earned on the investment of the gross proceeds of the Bonds, if any, be rebated to the United States of America, and specifically, the District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate such "excess arbitrage profits" separately from records of amounts on deposit in the funds and accounts of the District which are allocable to other bond issues of the District or moneys which do not represent gross proceeds of any bonds of the District, (ii) calculate, not less often than required by applicable federal law and the Regulations, the amount of "excess arbitrage profits", if any, earned from the investment of the gross proceeds of the Bonds and (iii) pay, not less often than required by applicable federal law and the Regulations, all amounts required to be rebated to the United States of America; and the District will not indirectly pay any amount otherwise payable to the United States of America pursuant to the foregoing requirements to any Person other than the United States of America by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. (h) The District will timely file a statement with the United States of America setting forth the information required pursuant to Section 149(e) of the Code. 8-2 (i) This Order is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. For purposes of the foregoing (a), (b) and (e), the District understands that the term "Net Proceeds" includes "disposition proceeds" as defined in the Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the District that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the District will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally -recognized bond counsel, will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the District agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. In furtherance of such intention, the District hereby authorizes and directs the President or Vice President of the Board to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the District, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. Furthermore, all officers, employees and agents of the District are authorized and directed to provide certifications of facts, estimates and circumstances which are material to the reasonable expectations of the District as of the date the Initial Bonds are delivered and paid for, and any such certifications may be relied upon by Bond Counsel, by the Holders of the Bonds, and by any Person interested in the exclusion of interest on the Bonds from gross income for federal income tax purposes. Moreover, the District covenants that it shall make such use of the proceeds of the Bonds, regulate investments of proceeds thereof, and take such other and further actions as may be required to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes. SECTION 8.02: BONDS OUALIFIED TAX-EXEMPT OBLIGATIONS. The District hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code and covenants that it shall take all actions necessary with respect to the Bonds to satisfy the requirements of Section 265(b)(3) of the Code. In particular, the District represents that: (a) the aggregate amount of tax-exempt obligations issued by the District during calendar year 2022, including the Bonds, which have been designated as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code, does not exceed $10,000,000; and (b) the reasonably anticipated amount of tax-exempt obligations which will be issued by the District during the calendar year 2022, including the Bonds, will not exceed $10,000,000. 8-3 For purposes of this Section 8.02, the term "tax-exempt obligation" does not include "specified private activity bonds" within the meaning of Section 141 of the Code, other than "qualified 501(c)(3) bonds" within the meaning of Section 145 of the Code. In addition, for purposes of this Section 8.02, the District includes all governmental units of which the District is a "subordinate entity" and governmental units which are "subordinate entities" of the District, within the meaning of Section 265(b)(3)(E) of the Code. SECTION 8.03: ALLOCATION OF, AND LIMITATION ON, EXPENDITURES. The District covenants to account for the expenditure of the proceeds of the sale of the Bonds and investment earnings to be used for the purposes for which the Bonds are issued on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the facilities to be constructed and/or purchased with the proceeds of the Bonds are completed. The foregoing notwithstanding, the District shall make such allocation in any event by the date 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. For purposes of determining compliance with this covenant the District and its officers, agents and representatives may rely upon an opinion of nationally recognized bond counsel or tax counsel to the effect that the proposed actions or omissions of the District will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. SECTION 8.04: DISPOSITION OF FACILITIES. The District covenants that the property constituting the facilities to be constructed and/or purchased with the proceeds of the Bonds will not be sold or otherwise disposed of, except to the City of College Station, Texas, in a transaction resulting in the receipt by the District of cash or other compensation unless the District obtains an opinion of nationally recognized bond counsel or tax counsel to the effect that the proposed actions of the District will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. For purposes of the foregoing, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. (End of Article Eight) 8-4 ARTICLE NINE ADDITIONAL BONDS AND REFUNDING BONDS SECTION 9.01: ADDITIONAL BONDS. The District expressly reserves the right to issue, in one or more installments, any Additional Bonds for authorized purposes, including, without limitation: (a) the remaining unissued bonds which were authorized at the election described in Section 1.05 (b) and (c) of this Order; and (b) such other bonds as the District may hereafter be authorized to issue from time to time. SECTION 9.02: REFUNDING BONDS. The District further reserves the right to issue refunding bonds including, without limitation, the refunding bonds which were authorized at the election described in Section 1.05 (d) of this Order, in any manner permitted by law to refund the Bonds, the Outstanding Bonds and any Additional Bonds, at or prior to their respective Maturity Dates or on any Redemption Dates. (End of Article Nine) 9-1 ARTICLE TEN DEFAULT PROVISIONS SECTION 10.01: REMEDIES IN EVENT OF DEFAULT. In addition to any other rights and remedies provided by the laws of the State of Texas, the District covenants and agrees that in the event of default in the payment of the principal of or interest on any of the Bonds when due, or, in the event the District fails to make the payments required to be made into the Bond Fund Road Bond Account, or defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Order, the Holders shall be entitled to seek a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and the officials thereof to observe and perform the covenants, obligations or conditions prescribed in this Order. Any delay or omission in the exercise of any right or power accruing upon any default shall not impair any such right or power or be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. SECTION 10.02: ORDER IS CONTRACT. In consideration of the purchase and acceptance of the Bonds by the Holders, the provisions of this Order shall be deemed to be and shall constitute a contract between the District and such Holders, and the covenants and agreements herein set forth to be performed on behalf of the District shall be for the equal benefit, protection and security of each of such Holders. Each of the Bonds, regardless of the time or times of their issue, authentication, registration, delivery or maturity, shall be of equal rank, without preference, priority or distinction of any Bond over any other, except as expressly provided herein. (End of Article Ten) 10-1 ARTICLE ELEVEN CONTINUING DISCLOSURE SECTION 11.01: DEFINITIONS. As used in this Article, the following terms have the meanings ascribed to them below: The term "MSRB" means the Municipal Securities Rulemaking Board. The term "obligated person" has the meaning assigned to such term in the Rule. The term "Offering" has the meaning assigned to such term in the Rule. The term "Rule" means SEC Rule 15c2-12 and any regulations promulgated thereunder, all as amended from time to time. The term "SEC" means the United States Securities and Exchange Commission. SECTION 11.02: ANNUAL REPORTS. The offering of the Bonds qualifies for the Rule 15c2-12(d)(2) exemption from Rule 15c2-12(b)(5) regarding the District's continuing disclosure obligations because the District does not have more than $10,000,000 in aggregate amount of outstanding bonds, including the Bonds, and no Person is committed by contract or other arrangement with respect to payment of all, or part of, the Bonds. As required by the exemption, the District shall provide within six (6) months after the end of each Fiscal Year, to the MSRB, in an electronic format as prescribed by the MSRB, financial information and operating data which is customarily prepared by the District and is publicly available (being the information and data described in Exhibit "C" attached hereto). If the District changes its Fiscal Year, the District will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the District otherwise would be required to provide financial information and operating data pursuant to this Section 11.02. The District shall notify the MSRB, in a timely manner, of any failure of the District to provide financial information or operating data in accordance with this Section 11.02 by the time required herein. All documents provided to the MSRB pursuant to this Section 11.02 shall be accompanied by identifying information as prescribed by the MSRB. SECTION 11.03: EVENT NOTICES. The District shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess often (10) business days after the occurrence of the event, of any of the following events with respect to the Bonds: (a) Principal and interest payment delinquencies; (b) Non-payment related defaults, if material within the meaning of the federal securities laws; (c) Unscheduled draws on debt service reserves reflecting financial difficulties; (d) Unscheduled draws on credit enhancements reflecting financial difficulties; (e) Substitution of credit or liquidity providers, or their failure to perform; (f) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other material events affecting the tax-exempt status of the Bonds; (g) Modifications to the rights of the Holders of the Bonds, if material within the meaning of the federal securities laws; (h) Calls for redemption of the Bonds, if material within the meaning of the federal securities laws, and tender offers; (i) Defeasances of the Bonds; (j) Release, substitution or sale of property securing repayment of the Bonds, if material within the meaning of the federal securities laws; (k) Rating changes; (1) Bankruptcy, insolvency, receivership or similar event of the District; (m) The consummation of a merger, consolidation, or acquisition involving the District or the sale of all or substantially all of the assets of the District, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; (n) Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws; (o) Incurrence of a Financial Obligation of the District person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the District, any of which affect security holders, if material; and (P) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the District, any of which reflect financial difficulties. 11-2 As used in clauses (o) and (p) above, the term "Financial Obligation" means: (i) a debt obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii) however, the term Financial Obligation shall not include Municipal Securities as to which a final official statement has been provided to the MSRB consistent with the Rule; the term "Municipal Securities" means securities which are direct obligations of, or obligations guaranteed as to principal or interest by, a state or any political subdivision thereof, or any agency or instrumentality of a state or any political subdivision thereof, or any municipal corporate instrumentality of one or more states and any other Municipal Securities described by Section 3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time to time. The Board of Directors intends the words used in clauses (o) and (p) above and in the definition of Financial Obligation to have the meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018. SECTION 11.04: LIMITATIONS. DISCLAIMERS AND AMENDMENTS. (a) The District shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the District remains an "obligated person" with respect to the Bonds, within the meaning of the Rule, except that the District in any event will give notice of any call for redemption of the Bonds or defeasance of the Bonds, in whole or in substantial part, made in accordance with this Order or applicable law that causes such Bonds to no longer be outstanding. (b) The provisions of this Article are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing herein, expressed or implied, shall be deemed to confer any benefit or any legal or equitable right, remedy or claim hereunder upon any other Person. The District undertakes to provide only the financial information, operating data financial statements and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the District's financial results, conditions or prospects of the District, nor does the District undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The District does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or to sell Bonds at any future date. (c) UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO THE HOLDER OR BENEFICIAL OWNERS OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR IN TORT, FOR DAMAGES RESULTING, IN WHOLE OR IN PART, FROM ANY BREACH BY THE DISTRICT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY, IN CONTRACT OR IN TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH, SHALL BE LIMITED TO AN ACTION BY THE HOLDER FOR MANDAMUS OR SPECIFIC PERFORMANCE. (d) No default by the District in observing or performing its obligations under this Article shall constitute a breach of or default under this Order for purposes of any other provision of this Order. 11-3 (e) Nothing in this Article is intended or shall act to disclaim, waive or otherwise limit the duties of the District under applicable federal and state securities laws. (0 Should the Rule be amended to obligate the District to make filings with or provide notices to entities other than the MSRB, the District hereby agrees to undertake such obligations with respect to the Bonds in accordance with the Rule as amended. (g) Except as provided hereinafter, the provisions of this Article may be amended by the District from time to time, in its discretion, to adapt to changed circumstances that arise from a change in law, the identity, nature, status or type of operations of the District, or other circumstances, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell the Bonds in a primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Order that authorizes such an amendment) of the outstanding Bonds consent to such amendment, or (B) a Person that is unaffiliated with the District (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. If this Article is so amended, the District shall include with any amended financial information or operating data next provided in accordance with this Article an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. Notwithstanding the foregoing, the District may also repeal or amend the provisions of this Article if the SEC amends or repeals the applicable provisions of the Rule or if any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but, in either case, only if and to the extent that any such amendment or repeal by the District would not prevent an underwriter from lawfully purchasing or selling the Bonds in the primary offering of the Bonds. (End of Article Eleven) 11-4 ARTICLE TWELVE MISCELLANEOUS PROVISIONS SECTION 12.01: PAYMENT OF BONDS AND PERFORMANCE OF OBLIGATIONS. The District covenants to pay promptly the principal of and the interest on the Bonds as the same become due and payable, whether at maturity or by prior redemption, in accordance with the terms of the Bonds and this Order, and to keep and perform faithfully all of its covenants, undertakings and agreements contained in this Order, the Initial Bonds or in any Bond executed, authenticated, registered and delivered hereunder. SECTION 12.02: DISTRICT'S SUCCESSORS AND ASSIGNS. Whenever in this Order the District is named and referred to, such naming or reference shall be deemed to include the District's successors and assigns, and all covenants and agreements in this Order by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of the District's successors and assigns, whether or not so expressed. SECTION 12.03: NO RECOURSE AGAINST DISTRICT OFFICERS. No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Order against any officer of the District or any Person executing the Bonds. SECTION 12.04: PAYING AGENT MAY OWN BONDS. The Paying Agent, in its individual or any other capacity, may become the owner or pledgee of the Bonds with the same rights it would have if it were not Paying Agent. SECTION 12.05: REGISTRAR. The initial Registrar in respect of the Bonds shall be The Bank of New York Mellon Trust Company, N.A. with its principal corporate trust office and its principal payment office in Dallas, Texas. The District will maintain at least one Registrar in the State of Texas, where the Bonds may be surrendered for registration of transfer and/or for exchange or replacement for other Bonds, and for the purpose of maintaining the Register on behalf of the District. The Registrar shall at all times be a duly qualified and competent trust or banking corporation or association organized and doing business under the laws of the United States of America, or of any State thereof, with a combined capital and surplus of at least $25,000,000, which is subject to supervision of or examination by federal or State banking authorities, and which is a transfer agent duly registered with the United States Securities and Exchange Commission. The District, by order, resolution or other appropriate action, reserves the right and authority to change any Registrar or to appoint additional Registrars, and upon any such change or appointment, the District covenants and agrees to promptly cause written notice thereof, specifying the name and address of such changed or additional Registrar, to be sent to each Holder of the Bonds by United States mail, first class, postage prepaid. SECTION 12.06: PAYING AGENT. The initial Paying Agent in respect of the Bonds shall be The Bank of New York Mellon Trust Company, N.A. with its principal corporate trust office and its principal payment office in Dallas, Texas. To the extent practicable, the District will maintain in the State of Texas, at least one (1) duly qualified and competent trust or banking 12-1 corporation or association organized and doing business under the laws of the United States of America, or of any State thereof, where the Bonds may be presented or surrendered for payment of principal. The District, by order, resolution or other appropriate action, reserves the right and authority to change any Paying Agent or to appoint additional Paying Agents, and upon any such change or appointment, the District covenants and agrees to promptly cause written notice thereof, specifying the name and address of such changed or additional Paying Agent, to be sent to each Holder of the Bonds by United States mail, first class, postage prepaid. SECTION 12.07: DISCHARGE BY DEPOSIT. The District may discharge its obligation to the Holders to pay the principal of and the interest on the Bonds and may defease the Bonds in accordance with the provisions of then applicable law, including, without limitation, V.T.C.A. Government Code § 1207.001 et seq., as amended. SECTION 12.08: LEGAL HOLIDAYS. In any case when any Interest Payment Date, Maturity Date or Redemption Date for any Bond is not a Business Day, then payment by the Paying Agent of such principal, interest or redemption price need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date, Maturity Date or Redemption Date, and no further interest shall accrue beyond such scheduled date. SECTION 12.09: ESCHEAT LAWS. Notwithstanding any part or provision of the Bonds or this Order to the contrary, the powers, rights, duties, functions and responsibilities of the District, the Paying Agent, the Registrar, the Initial Purchaser, and the Holders shall at all times conform and be subject to the requirements, limitations, procedures and provisions of Title 6, Texas Property Code, as now and hereafter amended, and in case of any conflict or inconsistency therewith now existing or hereafter created, the provisions of such laws shall prevail and control, and the provisions of this Order and the Bonds shall be deemed to be supplemented or amended to conform thereto. SECTION 12.10: BENEFITS OF ORDER. Nothing in this Order or in the Bonds, expressed or implied, shall give or be construed to give any Person, other than the District; the Paying Agent; the Registrar; if applicable, the municipal bond insurance company; and the Holders, any legal or equitable right or claim under or in respect of this Order, or under any covenant, condition or provision herein contained, and all the covenants, conditions and provisions contained in this Order or in the Bonds shall be for the sole benefit of the District, the Paying Agent; the Registrar; if applicable, the municipal bond insurance company; and the Holders. SECTION 12.11: SEVERABILITY CLAUSE. If any word, phrase, clause, sentence, paragraph, section or other part of this Order, or the application thereof to any Person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Order and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Order to any other Persons or circumstances shall not be affected thereby. SECTION 12.12: ACCOUNTING. The District will keep proper records and accounts regarding the levy and collection of taxes, which records and accounts will be made 12-2 available to any Holder on reasonable request. Each year while any of the Bonds are outstanding, the District shall have an audit of its books and accounts performed by a certified public accountant or firm of certified public accountants, based on its Fiscal Year, and copies of such audits will be made available to any Holder upon request and upon payment by such Holder of the reasonable costs to the District of providing same. SECTION 12.13: NOTICE. Except as otherwise expressly provided herein, any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when deposited in the United States mail, first class postage prepaid, and addressed to the Person to be notified and, with respect to notice to any Holder shall be addressed to the latest address shown on the Register. SECTION 12.14: FURTHER PROCEEDINGS. The President, Vice President, Secretary and any Assistant Secretary of the Board of Directors and other appropriate officials of the District are hereby authorized and directed to do any and all things necessary and/or convenient to carry out the terms of this Order, including, without limitation, the execution of this Order and other documentation required in connection herewith and with the issuance of the Bonds. Further, the District's Bond Counsel and financial advisor shall be authorized to prepare written instructions to the Paying Agent, on behalf of the District, for the disbursement and/or deposit of Net Proceeds to pay expenses incident to the issuance of the Bonds. SECTION 12.15: AMENDMENT OF ORDER. The District may, without the consent of or notice to any Holder of the Bonds, amend, change or modify this Order as may be required (a) by the provisions hereof (including, without limitation, Article Eleven hereof); (b) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein; or (c) in connection with any other change which is not to the prejudice of the Holders of the Bonds. Except for such amendments, changes or modifications, the District shall not amend, change or modify this Order in any manner without the consent of the Holders of all the Bonds then outstanding in any manner, which would (a) extend the time or times of payment of the principal of and interest on the Bonds, or reduce the principal amount thereof or the rate or interest thereon or in any way modify the terms or sources of payment of the principal of or interest on the Bonds; (b) create any lien ranking prior to the lien of the Bonds; (c) give preference of any Bond over any other Bonds; or (d) extend any waiver of default to subsequent defaults. SECTION 12.16: ISSUANCE OF BONDS UNDER CERTAIN TERMS AND CONDITIONS. The Bonds shall be issued upon and subject to the further terms and conditions contained in the Prior Bond Order, which shall apply with equal force to the Bonds as if set forth fully herein; provided, however, that where the provisions of the Prior Bond Order are inconsistent or in conflict with the terms and provisions of this Order, the terms and provisions of this Order shall govern. (End of Article Twelve) 12-3 ARTICLE THIRTEEN SALE OF BONDS SECTION 13.01: SALE OF BONDS. Sale of the Bonds is hereby awarded to SAMCO Capital Markets, Inc. (the "Initial Purchaser"), for the sum of $2,430,565.45, subject to the issuance of an approving opinion as to legality of the Initial Bonds of the Attorney General of Texas and of Bond Counsel for the District. It is hereby found and declared that the bid of the Initial Purchaser produces the lowest net effective interest rate to the District and is the best obtained for the Bonds pursuant to and after taking sealed, competitive public bids therefor, as required by law, and that the net effective interest rate resulting from said bid is 4.747405% which is less than the maximum of 5.59% permitted by the District's Official Notice of Sale. It is hereby further found and declared that the terms of the sale of the Bonds are in the District's best interests. SECTION 13.02: NOTICE OF SALE. It is hereby affirmatively found and declared that notice of the time and place of this sale and the details concerning the sale of the Bonds was given by publishing an appropriate notice of sale: (a) at least one (1) time not less than ten (10) days before the date of sale in a newspaper of general circulation in the county in which the District is located; and (b) at least one (1) time in a recognized financial publication of general circulation in the State of Texas, as approved by the Attorney General of Texas. (End of Article Thirteen) 13-1 ARTICLE FOURTEEN OPEN MEETING AND EFFECTIVE DATE SECTION 14.01: OPEN MEETING. The Board of Directors officially finds, determines and declares that this Order was reviewed, considered and adopted at a meeting of the Board of Directors beginning at 2:00 p.m., College Station, Texas time on September 8, 2022, and that a sufficient written notice of the date, hour, place and subject of this meeting was posted at the District's administrative office and at a place readily accessible and convenient to the public within the District and was timely furnished to the County Clerk of Brazos County, Texas, for posting on a bulletin board located at a place convenient to the public in the Brazos County Courthouse for the time prescribed by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code, as amended, and Section 49.063 of the Texas Water Code, as amended, and that this meeting has been open to the public, as required by law, at all times during which this Order and the subject matter hereof has been discussed, considered and acted upon. The Board of Directors further ratifies, approves and confirms such written notice and the contents and posting thereof. SECTION 14.02: EFFECTIVE DATE OF ORDER. This Order shall take effect and be in full force and effect upon and after its passage. PASSED AND ADOPTED the 8th day of September, 2022. ATTEST: Secretary(Boaid'of Directors Rock Prairie Management District No. 2 N. N S1 R'I CTr �fi ff% 6- .4 r�rntist President, Board of Directors Rock Prairie Management District No. 2 (End of Article Fourteen) 14-1 EXHIBIT "A" (FORM OF INITIAL BOND) REGISTERED REGISTERED NUMBER AMOUNT IR- UNITED STATES OF AMERICA $ STATE OF TEXAS COUNTY OF BRAZOS ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 UNLIMITED TAX ROAD BOND SERIES 2022 Interest Rate: Maturity Date: Initial Date: Delivery Date: CUSIP NO.: % September 1, October 1, 2022 , 2022 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, a conservation and reclamation district, a body politic and corporate and a governmental agency and political subdivision created under the Constitution and laws of the State of Texas, situated in Brazos County, Texas (the "District"), FOR VALUE RECEIVED hereby acknowledges itself indebted to and PROMISES TO PAY TO CEDE & CO. or registered assigns, on the due date specified above, the principal sum of DOLLARS (or so much thereof as shall not have been paid or deemed to have been paid upon prior redemption), and to pay interest thereon from the later of the Delivery Date specified above or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months. Interest hereon is payable semiannually on September 1 and March 1 (individually, an "Interest Payment Date") of each year, commencing on March 1, 2023, until the maturity or redemption date of this Bond, as provided in the order of the Board of Directors of the District duly adopted on September 8, 2022 (the "Bond Order"), authorizing the issuance of this Bond, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding such Interest Payment Date (the "Record Date"). Principal of this Bond due at maturity or upon prior A-1 redemption is payable in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon presentation and surrender of this Bond at the designated office of the agency selected by the District for such purpose (the "Paying Agent"). Except at maturity, interest on, or mandatory redemption payments, if any, in respect of, this Bond are payable by mailing of a check of the Paying Agent for such interest payable to, or upon written order of, the registered owner hereof at the address shown on the registry books maintained on behalf of the District by a trust or banking corporation or association selected by the District for such purpose (the "Registrar"), or by such other customary banking arrangements as may be acceptable to the Paying Agent and the registered owner hereof, at the risk and expense of the registered owner hereof. The initial Registrar and Paying Agent shall be The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas. THIS BOND IS ONE OF AN AUTHORIZED ISSUE OF BONDS, aggregating Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the "Bonds"), issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, by authority of an election held within and for the District on November 3, 2015, and pursuant to the Bond Order and under and in strict conformity with the Constitution and laws of the State of Texas. THE TRANSFER OF THIS BOND may be accomplished by due execution of the provisions for assignment hereon and is registerable at the designated office of the Registrar by the registered owner hereof, or by his or her duly authorized representative, but only in the manner and subject to the limitations provided in the Bond Order, and only upon surrender of this Bond. Upon any such registration of transfer, one or more exchange Bonds, in authorized denominations, for a like interest rate and aggregate principal amount, shall be authenticated by the Registrar and registered and delivered or sent by United States mail, first class, postage prepaid, to the transferee in exchange therefor. This Bond, with or without others of like form and series, may in like manner be exchanged for one or more registered bonds of other authorized denominations at the same interest rate and in the same aggregate principal amount. No service charge shall be made for any such transfer or exchange, but the District and/or the Registrar may impose a charge sufficient to defray any tax or governmental charge in connection therewith. THE BONDS ISSUED AS TERM BONDS and scheduled to mature on September 1, 2034, 2037, 2040, 2046 and 2050, are subject to mandatory redemption, prior to said scheduled Maturity Dates, and shall be redeemed, by lot or by other customary method, on September 1 in each of the years and in the principal amounts set forth in the following table (subject to reductions of such principal amounts attributable to prior optional redemptions of such Term Bonds by the District, as provided in the Bond Order), plus accrued interest on said principal amounts: A-2 Year of Principal Redemption Amount 2032 $ 85,000 2033 $ 85,000 2034 (Maturity) $ 85,000 2035 $ 85,000 2036 $ 95,000 2037 (Maturity) $ 95,000 2038 $ 95,000 2039 $ 95,000 2040 (Maturity) $ 95,000 2041 $100,000 2042 $100,000 2043 $100,000 2044 $110,000 2045 $110,000 2046 (Maturity) $120,000 2047 $120,000 2048 $120,000 2049 $120,000 2050 (Maturity) $120,000 THE DISTRICT RESERVES THE RIGHT, AT ITS OPTION, TO REDEEM the Bonds of this issue maturing on or after September 1, 2030, in whole or, from time to time, in part, prior to their scheduled maturities, on September 1, 2029, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed, plus accrued interest on said principal amount to be redeemed to the date fixed for redemption. In the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000, or an integral multiple thereof, and only upon the delivery of one or more exchange Serial Bonds of the same interest rate and in aggregate principal amount equal to the unredeemed portion of the Serial Bond so redeemed in part. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District may determine and notify the Paying Agent of the reduction in the remaining mandatory redemption amount(s) of such Term Bond as result from such optional redemption. NOTICE OF REDEMPTION will be given by mailing same to the registered owners of the Bonds to be redeemed, in whole or in part, at least thirty (30) days prior to the date fixed for redemption. By the date fixed for redemption, due provision will have been made with the Paying Agent for payment of the principal amount of the Bonds so called for redemption, plus accrued interest thereon to the date fixed for redemption. When Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same, such Bonds, or the portions thereof so called for redemption, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the rights of the owners to collect interest which would otherwise accrue after the redemption date on the principal of the Bonds, or the portions thereof so called for redemption, will be terminated. A-3 NEITHER THE DISTRICT NOR THE REGISTRAR SHALL BE REQUIRED to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of, the mailing of any notice of redemption prior to maturity; nor shall the District or the Registrar be required to transfer or exchange any Bond so selected for redemption, in whole or in part, when such redemption is scheduled to occur within thirty (30) calendar days thereafter. PRIOR TO DUE PRESENTATION OF THIS BOND FOR REGISTRATION OF TRANSFER, the District, the Paying Agent and the Registrar may deem and treat the registered owner hereof as the absolute owner of this Bond (whether or not this Bond shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment hereof, or on account hereof, and interest due hereon, and for all other purposes, and neither the District, the Paying Agent nor the Registrar shall be bound or affected by any notice to the contrary. THE DISTRICT HAS DESIGNATED THE BONDS AS "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b) of the Internal Revenue Code of 1986 in effect on the date of the issuance of the Bonds. THIS BOND, AND THE OTHER BONDS OF THE SERIES OF WHICH IT IS A PART, are payable from the proceeds of an ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Bond Order for a complete description of: the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the registered owners of the Bonds and of the District, the Paying Agent and the Registrar; the terms upon which the Bonds are, and are to be, registered and delivered; and any capitalized terms not otherwise defined herein. By acceptance of this Bond, the owner hereof expressly assents to all of the provisions of the Bond Order. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond, and the series of Bonds of which it is a part, is duly authorized by law; that all acts, conditions, and things required to exist and to be done precedent to and in the issuance of this Bond and said series of Bonds to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that due provision has been made for the payment of the interest on and the principal of this Bond and the series of Bonds of which it is a part by the levy of a direct, annual ad valorem tax upon all taxable property within the District sufficient for said purposes; and that the issuance of this Bond and said series of Bonds does not exceed any constitutional or statutory limitation. UNLESS AND UNTIL A CERTIFICATE OF REGISTRATION of the Comptroller of Public Accounts of the State of Texas has been manually executed hereon by such Comptroller (or a duly authorized deputy), as provided in the Bond Order, this Bond shall not be entitled to the benefit and security of the Bond Order nor be valid or obligatory for any purpose. A-4 IN WITNESS WHEREOF, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 has caused this Bond to be executed by the manual or facsimile signatures of the President and Secretary of its Board of Directors and its official seal to be impressed or placed in facsimile hereon. ATTEST: By: Secretary, Board of Directors (SEAL) ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors A-5 STATEMENT OF INSURANCE Build America Mutual Assurance Company ("BAM"), New York, New York, has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest on this Bond to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, or its successor, as paying agent for the Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from BAM or the Paying Agent. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. By its purchase of these Bonds, the owner acknowledges and consents to the subrogation and all other rights of BAM as more fully set forth in the Policy. A-6 OFFICE OF THE COMPTROLLER REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by said Attorney General as required by law, that said Attorney General finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and it is a valid and binding obligation of Rock Prairie Management District No. 2 and said Bond has this day been registered by me. WITNESS MY HAND AND SEAL OF OFFICE at Austin, Texas, Comptroller of Public Accounts of the State of Texas A-7 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee): (Social Security or other identifying number): the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: The signature of the Registered Owner appearing on this Assignment is hereby verified as true and genuine and is guaranteed by: (Bank, Trust Company, or Brokerage Firm) By: (Authorized Representative) Registered Owner NOTICE: The signature on this Assignment must correspond in every particular with the name of the Registered Owner as it appears on the face of the within Bond. A-8 EXHIBIT "B" (FORM OF EXCHANGE BOND) REGISTERED REGISTERED NUMBER AMOUNT R- UNITED STATES OF AMERICA $ STATE OF TEXAS COUNTY OF BRAZOS ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 UNLIMITED TAX ROAD BOND SERIES 2022 Interest Rate: Maturity Date: Initial Date: Delivery Date: CUSIP NO.: % September 1, October 1, 2022 , 2022 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, a conservation and reclamation district, a body politic and corporate and a governmental agency and political subdivision created under the Constitution and laws of the State of Texas, situated in Brazos County, Texas (the "District"), FOR VALUE RECEIVED hereby acknowledges itself indebted to and PROMISES TO PAY TO or registered assigns, on the due date specified above, the principal sum of DOLLARS (or so much thereof as shall not have been paid or deemed to have been paid upon prior redemption), and to pay interest thereon from the later of the Delivery Date specified above or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months. Interest hereon is payable semiannually on September 1 and March 1 (individually, an "Interest Payment Date") of each year, commencing on March 1, 2023, until the maturity or redemption date of this Bond, as provided in the order of the Board of Directors of the District duly adopted on September 8, 2022 (the "Bond Order"), authorizing the issuance of this Bond, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding such Interest Payment Date (the "Record Date"). Principal of this Bond due at maturity or upon prior B-1 redemption is payable in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon presentation and surrender of this Bond at the designated office of the agency selected by the District for such purpose (the "Paying Agent"). Except at maturity, interest on, or mandatory redemption payments, if any, in respect of, this Bond are payable by mailing of a check of the Paying Agent for such interest payable to, or upon written order of, the registered owner hereof at the address shown on the registry books maintained on behalf of the District by a trust or banking corporation or association selected by the District for such purpose (the "Registrar"), or by such other customary banking arrangements as may be acceptable to the Paying Agent and the registered owner hereof, at the risk and expense of the registered owner hereof The initial Registrar and Paying Agent shall be The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas. THIS BOND IS ONE OF AN AUTHORIZED ISSUE OF BONDS, aggregating Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the "Bonds"), issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, by authority of an election held within and for the District on November 3, 2015, and pursuant to the Bond Order and under and in strict conformity with the Constitution and laws of the State of Texas. THE TRANSFER OF THIS BOND may be accomplished by due execution of the provisions for assignment hereon and is registerable at the designated office of the Registrar by the registered owner hereof, or by his or her duly authorized representative, but only in the manner and subject to the limitations provided in the Bond Order, and only upon surrender of this Bond. Upon any such registration of transfer, one or more exchange Bonds, in authorized denominations, for a like interest rate and aggregate principal amount, shall be authenticated by the Registrar and registered and delivered or sent by United States mail, first class, postage prepaid, to the transferee in exchange therefor. This Bond, with or without others of like form and series, may in like manner be exchanged for one or more registered bonds of other authorized denominations at the same interest rate and in the same aggregate principal amount. No service charge shall be made for any such transfer or exchange, but the District and/or the Registrar may impose a charge sufficient to defray any tax or governmental charge in connection therewith. THE BONDS ISSUED AS TERM BONDS and scheduled to mature on September 1, 2034, 2037, 2040, 2046 and 2050, are subject to mandatory redemption, prior to said scheduled Maturity Dates, and shall be redeemed, by lot or by other customary method, on September 1 in each of the years and in the principal amounts set forth in the following table (subject to reductions of such principal amounts attributable to prior optional redemptions of such Term Bonds by the District, as provided in the Bond Order), plus accrued interest on said principal amounts: B-2 Year of Principal Redemption Amount 2032 $ 85,000 2033 $ 85,000 2034 (Maturity) $ 85,000 2035 $ 85,000 2036 $ 95,000 2037 (Maturity) $ 95,000 2038 $ 95,000 2039 $ 95,000 2040 (Maturity) $ 95,000 2041 $100,000 2042 $100,000 2043 $100,000 2044 $110,000 2045 $110,000 2046 (Maturity) $120,000 2047 $120,000 2048 $120,000 2049 $120,000 2050 (Maturity) $120,000 THE DISTRICT RESERVES THE RIGHT, AT ITS OPTION, TO REDEEM the Bonds of this issue maturing on or after September 1, 2030, in whole or, from time to time, in part, prior to their scheduled maturities, on September 1, 2029, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed, plus accrued interest on said principal amount to be redeemed to the date fixed for redemption. In the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000, or an integral multiple thereof, and only upon the delivery of one or more exchange Serial Bonds of the same interest rate and in aggregate principal amount equal to the unredeemed portion of the Serial Bond so redeemed in part. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District may determine and notify the Paying Agent of the reduction in the remaining mandatory redemption amount(s) of such Term Bond as result from such optional redemption. NOTICE OF REDEMPTION will be given by mailing same to the registered owners of the Bonds to be redeemed, in whole or in part, at least thirty (30) days prior to the date fixed for redemption. By the date fixed for redemption, due provision will have been made with the Paying Agent for payment of the principal amount of the Bonds so called for redemption, plus accrued interest thereon to the date fixed for redemption. When Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same, such Bonds, or the portions thereof so called for redemption, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the rights of the owners to B-3 collect interest which would otherwise accrue after the redemption date on the principal of the Bonds, or the portions thereof so called for redemption, will be terminated. NEITHER THE DISTRICT NOR THE REGISTRAR SHALL BE REQUIRED to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of, the mailing of any notice of redemption prior to maturity; nor shall the District or the Registrar be required to transfer or exchange any Bond so selected for redemption, in whole or in part, when such redemption is scheduled to occur within thirty (30) calendar days thereafter. PRIOR TO DUE PRESENTATION OF THIS BOND FOR REGISTRATION OF TRANSFER, the District, the Paying Agent and the Registrar may deem and treat the registered owner hereof as the absolute owner of this Bond (whether or not this Bond shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment hereof, or on account hereof, and interest due hereon, and for all other purposes, and neither the District, the Paying Agent nor the Registrar shall be bound or affected by any notice to the contrary. THE DISTRICT HAS DESIGNATED THE BONDS AS "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b) of the Internal Revenue Code of 1986 in effect on the date of the issuance of the Bonds. THIS BOND, AND THE OTHER BONDS OF THE SERIES OF WHICH IT IS A PART, are payable from the proceeds of an ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Bond Order for a complete description of: the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the registered owners of the Bonds and of the District, the Paying Agent and the Registrar; the terms upon which the Bonds are, and are to be, registered and delivered; and any capitalized terms not otherwise defined herein. By acceptance of this Bond, the owner hereof expressly assents to all of the provisions of the Bond Order. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond, and the series of Bonds of which it is a part, is duly authorized by law; that all acts, conditions, and things required to exist and to be done precedent to and in the issuance of this Bond and said series of Bonds to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that due provision has been made for the payment of the interest on and the principal of this Bond and the series of Bonds of which it is a part by the levy of a direct, annual ad valorem tax upon all taxable property within the District sufficient for said purposes; and that the issuance of this Bond and said series of Bonds does not exceed any constitutional or statutory limitation. UNLESS AND UNTIL A CERTIFICATE OF REGISTRATION of the Registrar has been manually executed by an authorized representative of the Registrar, as provided in the Bond Order, B-4 this Bond shall not be entitled to the benefit and security of the Bond Order nor be valid or obligatory for any purpose. IN WITNESS WHEREOF, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 has caused this Bond to be executed by the manual or facsimile signatures of the President and Secretary of its Board of Directors and its official seal to be impressed or placed in facsimile hereon. ATTEST: By: Secretary, Board of Directors (SEAL) B-5 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President, Board of Directors STATEMENT OF INSURANCE Build America Mutual Assurance Company ("BAM"), New York, New York, has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest on this Bond to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, or its successor, as paying agent for the Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from BAM or the Paying Agent. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. By its purchase of these Bonds, the owner acknowledges and consents to the subrogation and all other rights of BAM as more fully set forth in the Policy. B-6 CERTIFICATE OF REGISTRAR This is to certify that this Bond is one of the Bonds issued under the provisions of the within -mentioned Bond Order, and it is hereby further certified that this Bond has been authorized and delivered in conversion and exchange for, or in replacement of, a Bond, Bonds or portions thereof (or one or more prior conversion, exchange or replacement Bonds) originally issued by Rock Prairie Management District No. 2, approved by the Attorney General of Texas, and initially registered by the Comptroller of Public Accounts of the State of Texas. Dated: By: , Registrar Authorized Signatory B-7 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee): (Social Security or other identifying number): the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: The signature of the Registered Owner appearing on this Assignment is hereby verified as true and genuine and is guaranteed by: (Bank, Trust Company, or Brokerage Firm) By: (Authorized Representative) Registered Owner NOTICE: The signature on this Assignment must correspond in every particular with the name of the Registered Owner as it appears on the face of the within Bond. [The legal opinion of Bond Counsel shall also be attached to the Exchange Bonds.] B-8 EXHIBIT "C" CONTINUING DISCLOSURE The information to be updated includes all quantitative financial information and operating data with respect to the District of the general type included in the Official Statement under "APPENDIX A". Any financial statements of the District will be prepared in accordance with generally accepted accounting principles for local government units as prescribed by the Governmental Accounting Standards Board or such other accounting principles as the District may be required to employ from time to time pursuant to State law or regulation. EXHIBIT "C" SCHWARTZ PAGE HARDING September 8, 2022 Board of Directors Rock Prairie Management District No. 2 1300 Post Oak Boulevard, Suite 2400 Houston, Texas 77056 Re: Rock Prairie Management District No. 2 Unlimited Tax Road Bonds, Series 2022 Dear Directors: As you know, the District will issue the captioned bonds (the "Bonds") in order to provide for the acquisition and construction of the project described in the Official Statement distributed in connection with the Bonds. As a result of that issuance, the federal income tax laws impose certain restrictions on the investment and expenditure of amounts to be used for the project or to be deposited to the interest and sinking fund (the "Bond Fund") for the Bonds. The purpose of this letter is to set forth, in somewhat less technical language, those provisions of the tax law which require the timely use of the Bond proceeds and that investment of these amounts be at a yield which is not higher than the yield on the Bonds. Periodically, in order to evidence compliance with federal law, the District will be advised to perform arbitrage compliance audits and, if necessary, will be required to make yield reduction and/or arbitrage rebate payments to the Internal Revenue Service, in order to maintain compliance with the restrictions set forth below. Generally, the federal tax laws provide that, unless excepted, amounts to be used for the project or to be deposited to the Bond Fund must be invested in obligations the combined yield on which does not exceed the yield on the Bonds. For this purpose, please refer to line 21(e) of the I.R.S. Form 8038-G included in the transcript of proceedings for the yield. Importantly, for purposes of administrative convenience, the Bonds have been structured in such a way as to avoid, for the most part, this restriction on investment yield. As such, for analytical purposes only, we have segregated the Bond Fund into three separate accounts. This does not require that you segregate monies deposited to the Bond Fund into those accounts, but you should keep in mind the limitations imposed on each of those hypothetical accounts. They also contain certain covenants relating to expenditures of proceeds designed to alert you to unintentional failures to comply with the laws affecting expenditures of proceeds and dispositions of property. 1300 POST OAK BOULEVARD, SUITE 2400 • HOUSTON, TX 77056 0: 713.623.4531 • F: 713.623.6143 Board of Directors September 8, 2022 Page 2 First, the sale and investment proceeds to be used for the project may be invested for up to three years without regard to yield. (Such amounts, however, may be subject to rebate.) Thereafter, they must be invested at or below the Bond yield. Importantly, expenditure of these proceeds must be accounted in your books and records. Allocations of these expenditures must occur within 18 months of the later of the date paid or the date the project is completed. The foregoing notwithstanding, the allocation should not occur later than 60 days after the earlier of (1) five years after the delivery date of the Bonds or (2) the date the Bonds are retired unless you obtain an opinion of bond counsel or tax counsel that the tax-exempt status of the Bonds will not be adversely affected. Second, the Bond Fund is made up of taxes which are levied annually for the payment of current debt service on all the District's outstanding bonds. Any taxes deposited to the Bond Fund which are to be used for the payment of current debt service on the Bonds, or any other outstanding bonds, are not subject to yield restriction. By definition, current debt service refers only to debt service to be paid within one year of the date of receipt of the taxes. For the most part, this would be debt service in the current fiscal year. These amounts deposited to the account for current debt service may be invested without regard to any constraint imposed by the federal income tax laws. Third, the Bond Fund contains an amount of taxes, which although not expended for debt service within the current year, are necessary to ensure that amounts will be sufficient to pay debt service in the event that taxes are insufficient during that period. This amount, commonly referred to as "coverage," represents a reserve account against periodic fluctuations in the receipt of tax revenues. The Internal Revenue Code permits amounts which are held in reserve for the payment of debt service, in such instances, to be invested without regard to yield restriction if such amounts do not exceed the lesser of (1) 10 percent of the outstanding principal amount of all outstanding bonds, (2) maximum annual debt service on all outstanding bonds, or (3) 125 percent of average annual debt service on all outstanding bonds. Fourth, a portion of the Bond Fund is permitted to be invested without regard to yield restriction as a "minor portion." The "minor portion" exception is available for de minimis amounts of taxes deposited to the Bond Fund. The maximum amount that may be invested as part of this account may not exceed the lesser of five percent of the principal amount of the Bonds or $100,000. Accordingly, you should review the current balance in the Bond Fund in order to determine if such balance exceeds the aggregate amount of these three accounts. Additionally, in the future it is important that you be aware of these accounts as additional amounts are deposited to the Bond Fund. The amounts which are subject to yield restriction would only be the amounts which are in excess of the sum of (1) the current debt service account, (2) the reserve account, and (3) the "minor portion" account. Moreover, to the extent that additional bonds are issued by 631040_1 Board of Directors September 8, 2022 Page 3 the District, whether for new money projects or for refunding, these amounts will change in their proportion. Finally, you should note that the Bond Order contains a covenant that limits the ability of the District to sell or otherwise dispose of Bond -financed property for compensation. With respect to the property financed by the Bonds, or in cases in which an issuer elects to apply new private activity bond regulations, such sale or disposition causes the creation of a class of proceeds referred to as "disposition proceeds." Disposition proceeds, like sale proceeds and investment earnings, are tax -restricted funds. Failure to appropriately account, invest or expend such disposition proceeds would adversely affect the tax-exempt status of the Bonds. In the event that you anticipate selling property, even in the ordinary course, please contact us. Obviously, this letter only presents a fundamental discussion of the yield restriction rules as applied to amounts deposited to the Bond Fund. Moreover, this letter does not address the rebate consequences with respect to the Bond Fund. If you have certain concerns with respect to the matters discussed in this letter or wish to ask additional questions with regard to certain limitations imposed, please feel free to contact our firm. Very truly yours, SCHWARTZ, PAGE & HARDING, L.L.P. By:0�Z - 5-4 Christina Cole cc: Mr. Charles LaConti Municipal Accounts & Consulting, L.P. 631040_1 EXHIBIT "D" Rock Prairie Management District No. 2 Brazos County, Texas Independent Auditor's Report and Financial Statements May 31, 2022 Rock Prairie Management District No. 2 May 31, 2022 Contents Independent Auditor's Report 1 Management's Discussion and Analysis 4 Basic Financial Statements Statement of Net Position and Governmental Funds Balance Sheet 10 Statement of Activities and Governmental Funds Revenues, Expenditures and Changes in Fund Balances 11 Notes to Financial Statements 12 Required Supplementary Information Budgetary Comparison Schedule — General Fund 25 Notes to Required Supplementary Information 26 Supplementary Information (Not Subjected to Audit Procedures) Other Schedules Included Within This Report 27 Schedule of Services and Rates 28 Schedule of General Fund Expenditures 29 Schedule of Temporary Investments 30 Analysis of Taxes Levied and Receivable 31 Schedule of Long-term Debt Service Requirements by Years 33 Changes in Long-term Bonded Debt 34 Comparative Schedule of Revenues and Expenditures — General Fund and Debt Service Fund 35 Board Members, Key Personnel and Consultants 37 Independent Auditor's Report Board of Directors Rock Prairie Management District No. 2 Brazos County, Texas Opinions We have audited the financial statements of the governmental activities and each major fund of Rock Prairie Management District No. 2 (the District), as of and for the year ended May 31, 2022, and the related notes to the financial statements, which collectively comprise the District's basic financial statements as listed in the table of contents. In our opinion, the accompanying financial statements present fairly, in all material respects, the respective financial position of the governmental activities and each major -fund of the District, as of May 31, 2022, and the respective changes in financialpositionthereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are required to be independent of the District and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the District's ability to continue as a going concern for 12 months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not absolute assurance Board of Directors Rock Prairie Management District No. 2 Page 2 and, therefore, is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the -audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such. - procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the District's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the District's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control -related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the managements discussion and analysis and budgetary comparison schedule, as listed in the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with managements responses to our inquiries, the basic financial statements and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Board of Directors Rock Prairie Management District No. 2 Page 3 Supplementary Information (Not Subjected to Audit Procedures) Our audit was performed for the purpose of forming opinions on the basic financial statements as a whole. The accompanying schedules required by the Texas Commission on Environmental Quality listed in the table of contents are presented for the purposes of additional analysis and are not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Houston, Texas 2022 Rock Prairie Management District No. 2 Management's Discussion and Analysis May 31, 2022 Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the District's basic financial statements. The District's basic financial statements are comprised of three components: 1) government -wide financial statements, 2) fund financial statements, and 3) notes to financial statements. This report also contains supplementary information required by the Governmental Accounting Standards Board and other information required by the District's state oversight agency, the Texas Commission on Environmental Quality (the Commission). In accordance with required reporting standards, the District reports its financial activities as a special-purpose government. Special-purpose governments are governmental entities which engage in a single governmental program, such as the provision of water, sanitary sewer and drainage services. Other activities, such as the provision of recreation facilities and solid waste collection, are minor activities and are not budgeted or accounted for as separate programs. The financial statements of special-purpose, governments combine two types of financial statements into one statement. These two types of financial statements are the government -wide financial statements and the fund financial statements. The fund financial statements are presented on the left side of the statements, a column for adjustments is to the right of the fund financial statements, and the government -wide financial statements are presented to the "right side of the adjustments column. The following sections describe the measurement focus of the two types of statements and the significant differences in the information they provide. Government -wide Financial Statements The focus of government -wide financial statements is on the overall financial position and activities of the District. The District's government-widefinancial statements include the statement of net position and statement of activities, which are prepared using accounting principles that are similar to commercial enterprises. The purpose of the statement of net position is to attempt to report all of the assets, liabilities, and deferred inflows and outflows of resources of the District. The District reports all of its assets when it acquires or begins to maintain the assets and reports all of its liabilities when they are incurred. The difference between the District's assets, liabilities, and deferred inflows and outflows of resources is labeled as net position and this difference is similar to the total stockholders' equity presented by a commercial enterprise. The purpose of the statement of activities is to present the revenues and expenses of the District. Again, the items presented on the statement of activities are measured in a manner similar to the approach used by a commercial enterprise in that revenues are recognized when earned or established criteria are satisfied and expenses are reported when incurred by the District. All changes in net position are reported when the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues are reported even when they may not be collected for several months or years after the end of the accounting period and expenses are recorded even though they may not have used cash during the current year. 4 Rock Prairie Management District No. 2 Management's Discussion and Analysis (Continued) May 31, 2022 Although the statement of activities looks different from a commercial enterprise's statement of income, the financial statement is different only in format, not substance. Whereas the bottom line in a commercial enterprise is its net income, the District reports an amount described as change in net position, essentially the same thing Fund Financial Statements Unlike government -wide financial statements, the focus of fund financial statements is directed to specific activities of the District rather than the District as a whole. Except for the general fund, a specific fund is established to satisfy managerial control over resources or to satisfy finance -related legal: requirements established by external parties or governmental statutes or regulations. Governmental Funds Governmental -fund financial statements consist of a balance sheet and a statement of revenues, expenditures and changes in fund balances and are prepared on an accounting basis that is significantly different from that used to prepare the government -wide financial statements. In general, these financial statements have a short-term emphasis and, for the most part, measure and account for cash and other assets that can easily be converted into cash. For example, amounts reported on the balance sheet include items such as cash and receivables collectible within a very short period of time, but do not include capital assets such as land and water, sewer and drainage systems. Fund liabilities include amounts that are to be paid within a very short period after the end of the fiscal year. The difference between a fund's assets, liabilities, and deferred inflows and outflows of resources is labeled the fund balance and generally indicates the amount that can be used to finance the next fiscal year's activities. Likewise, the operating statement for governmental funds reports only those revenues and expenditures that were collected in cash or paid with cash, respectively, during the current period or very shortly after the end of the fiscal year. Because the focus of the government -wide and fund financial statements is different, there are significant differences between the totals presented in these financial statements. For this reason, there is an analysis in the notes to financial statements that describes the adjustments to fund balances to arrive at net position presented in the governmental activities column on the statement of net position. Also, there is an analysis in the notes to financial statements that reconciles the total change in fund balances for all governmental funds to the change in net position, as reported in the governmental activities column in the statement of activities. Notes to Financial Statements The notes to financial statements provide additional information that is essential to a full understanding of the data found in the government -wide and fund financial statements. 5 Rock Prairie Management District No. 2 Management's Discussion and Analysis (Continued) May 31, 2022 Financial Analysis of the District as a Whole The District's overall financial position and activities are summarized as follows, based on the information included in the government -wide financial statements. Summary of Net Position 2022 2021 Current and other assets $ 165,072 $ 237,336 Capital assets 595,072 595,072 Total assets $ 760,144 $ 832,408 Long-term liabilities $ 15,512,350 $ 15,589,317 Other liabilities 34,353 31,379 Total liabilities 15,546,703 15,620,696 Net position: Net investment in capital assets (14,912,010) (14,859,778) Restricted 140,400 2 Unrestricted (14,949) 71,488 Total net position $ (14,786,5591 $ (14,788,288) The total net position of the District increased by $1,729. The majority of the increase in net position is related to property taxes revenues intended to pay principal on the District's bonded indebtedness, which is shown as long-term liabilities in the government -wide financial statements. Although the District's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. Summary of Changes in Net Position Revenues: Property taxes Other revenues Total revenues 2022 2021 $ 216,945 $ 117,677 2,145 1,810 219,090 119,487 6 Rock Prairie Management District No. 2 Management's Discussion and Analysis (Continued) May 31, 2022 Summary of Changes in Net Position (Continued) 2022 2021 Expenses: Services $ 151,853 $ 133,532 Conveyance of capital assets - 5,588,728 Debt service 65,508 172,633 Total expenses 217,361 5,894,893 Change in net position 1,729 (5,775,406) Net position, beginning of year (14,788,288) (9,012,882) Net position, end of year $ (14,786,559) $ (14,788,288) Financial Analysis of the District's Funds The District's combined fund balances as of the end of the fiscal year ended May 31, 2022, were $142,963, a decrease of $70,364 from the prior year. The general fund's fund balance decreased by $87,083, primarily due to service operations expenditures and an interfund transfer exceeding property tax revenues. The debt service fund's fund balance increased by $96,221 due to property tax revenues and an interfund transfer exceeding debt service requirements. The capital projects fund's fund balance decreased by $79,502 due to capital outlay expenditures exceeding interest income. General Fund Budgetary Highlights There were several differences between the final budgetary amounts and actual amounts. The major differences between budget and actual were due to property tax revenues, professional fees expenditures and developer advances being lower than anticipated. In addition, interfund transfers were not budgeted for. The fund balance as of May 31, 2022, was expected to be $70,640 and the actual end -of -year fund balance was ($16,443). 7 Rock Prairie Management District No. 2 Management's Discussion and Analysis (Continued) May 31, 2022 Canital Assets and Related Debt Capital Assets Capital assets held by the District at the end of the current fiscal year are summarized as follows: Capital Assets Land and improvements 2022 2021 $ 595,072 $ 595,072 During the current year, there were no additions to capital assets. Developers within the District have constructed facilities on behalf of the District under the terms of the contracts with the District. The District has agreed to purchase these facilities from the proceeds of future bond issues subject to the approval of the Commission, if required. As of May 31, 2022, a liability for developer constructed capital assets of $12,822,832 was recorded in the government -wide financial statements. Debt The changes in the debt position of the District during the fiscal year ended May 31, 2022, are summarized as follows: Long-term debt payable, beginning of year Decreases in long-term debt, $ 15,589,317 (76,967) Long-term debt payable, end of year $ 15,512,350 At May 31, 2022, the District had $71,400,000 of unlimited tax bonds authorized, but unissued, for the purposes of acquiring, constructing and improving the water, sanitary sewer and drainage systems within the District and $104,100,000 of unlimited tax bonds authorized, but unissued, for the purpose of constructing road and paving facilities. Other Relevant Factors Relationship to the City of College Station Under existing Texas law, since the District lies wholly within the corporate boundaries of the City of College Station (the City), the District must conform to the City ordinance consenting to the creation of the District. The District and the City entered into that certain Utility and Road Agreement dated February 17, 2015 (the Utility 8 Rock Prairie Management District No. 2 Management's Discussion and Analysis (Continued) May 31, 2022 Agreement), which provides the terms for the provision of water, sewer, drainage and road facilities (the Facilities) within the District. Pursuant to the Agreement, the Facilities are to be constructed by the developers and, with the exception of storm water detention and recreational facilities, subsequently conveyed to the City for operation. Water and sewer service to the District is provided by the City. The City has agreed to provide the District with its ultimate requirements for water supply and wastewater treatment capacity without capital charges of any kind. Under the Utility Agreement, the District is authorized to issue bonds to finance the construction and acquisition of the Facilities, and must obtain City consent for same which shall be granted to the extent such issuances comply with the City's terms of consent to the creation of the District. Lastly, the Utility Agreement restricts the City's ability to dissolve the District which may not occur until the' termination or expiration of that certain Infrastructure and Economic Development Agreement between the City and College Station Town Center, Inc., effective July 10, 2015, as partially assigned to the District and College Station Downtown Residential, LLC. The City has agreed to afford the District the opportunity to discharge any remaining obligations under any existing reimbursement agreement with a developer in the District by authorizing the sale of bonds during a dissolution transition period or selling bonds of the City in an amount adequate to discharge the District's obligations. Economic Dependency The District's developers own the majority of the taxable property in the District. The District's ability to meet its obligations is dependent on the developers' ability to pay property taxes. As of May 31, 2022, a developer has advanced $244,800 to the District for operations. The District does not have sufficient funds or anticipated revenues sufficient to liquidate these advances during the forthcoming fiscal year. These advances have been recorded as liabilities in the government -wide financial statements. Contingencies Developers of the District are constructing water, sewer, drainage and road facilities within the boundaries of the District. The District has agreed to reimburse the developers for a portion of these costs, plus interest, from the proceeds of future bond sales, to the extent approved by the Commission, if required. The District's engineer has stated that current construction contract amounts are approximately $ . This amount has not been recorded in the financial statements since the facilities are not complete or operational. Subseauent Event On September 8, 2022, the District awarded the sale of its Series 2022 Unlimited Tax Road Bonds in the amount of $2,500,000 at a net effective interest rate of percent. The bonds were sold to finance construction of road facilities within the District. 9 Rock Prairie Management District No. 2 Statement of Net Position and Governmental Funds Balance Sheet May 31, 2022 Debt Capital Statement General Service Projects of Net Fund Fund Fund Total Adjustments Position Assets Cash $ 11,792 $ 29,602 $ $ 41,394 $ - $ 41,394 Short-term investments - 120,126 120,126 - 120,126 Property taxes receivable 1,494 2,058 3,552 - 3,552 Interfund receivable - 9,678 9,678 (9,678) Capital assets, land and improvements - 595,072 595,072 Total assets Liabilities $ 13,286 $ 161,464 $ 0 $ 174,750' $ 585,394 $ 760,144 Accounts payable $ 18,557 $ - $ $ 18,557 S - $ 18,557 Accrued interest payable - - 15,796 15,796 Interfund payable 9,678 - 9,678 (9,678) - Long - term liabilities: Due within one year 65,000 65,000 Due after one year 15,447,350 15,447,350 Total liabilities 28,235 0 ' 0 28,235 15,518,468 15,546,703 Deferred Inflows of Resources Deferred property tax revenues _1,494 2,058 0 3,552 (3,552) 0 Fund Balances/Net Position Fund balances: Restricted: Unlimited tax road bonds 159,406 159,406 (159,406) Unassigned (16,443) - (16,443) 16,443 Total fund balances (16,443) 159,406 0 142,963 (142,963) 0 Total liabilities and fund balances $ 13,286 $ 161,464 $ 0 $ 174,750 Net position- Net investment in capital assets (14,912,010) (14,912,010) Restricted for debt service 140,400 140,400 Unrestricted (14,949) (14,949) Total net position $ (14,786,559) $ (14,786,559) See Notes to Financial Statements 10 Rock Prairie Management District No. 2 Statement of Activities and Governmental Funds Revenues, Expenditures and Changes in Fund Balances Year Ended May 31, 2022 Debt Capital Statement General Service Projects of Fund Fund Fund Total Adjustments Activities Revenues Property taxes $ 73,108 $ 141,133 5 $ 214,241 $ 2,704 $ 216,945 Penalty and interest - 1,941 - 1,941 - 1,941 Investment income 181 23 204 204 Total revenues 73,108 143,255 23 216,386 • 2,704 219,090 Expenditures/Expenses Service operations: , Professional fees 86,214 704 86,918 56I 87,479 Contracted services 26,452 11,651 38,103 359 38,462 Repairs and maintenance 8,084 8,084 8,084 Other expenditures 11,489 6,070 269 17,828 17,828 Capital outlay - - 79,256 79,256 (79,256) - Debt service, interest and fees 56,561 - 56,561 8,947 65,508 Total expenditures/expenses 132,239 74,986 79,525 286,750 (69,389) 217,361 Excess (Deficiency) of Revenues Over Expenditures Other Financing Sources (Uses) Interfund transfers in (out) Excess (Deficiency) of Revenues and Transfers In Over Expenditures and Transfers Out Change in Net Position Fund Balances/Net Position Beginning of year (59,131) 68,269 (79,502) (70,364) 72,093 (27,952) 27,952 (87,083) 96,221 • (79,502) (70,364) 70,364 1,729 1,729 70,640 63,185 79,502 213,327 (14,788,288) End of year $ (16,443) $ 159,406 $ 0 $ 142,963 $ 0 $ (14,786,559) See Notes to Financial Statements 11 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 Note 1: Nature of Operations and Summary of Significant Accounting Policies Rock Prairie Management District No. 2 (the District) was created pursuant to Section 52, Article III, and Section 59, Article XVI, of the Texas Constitution by an Act of the 83rd Legislature of the State of Texas, effective June 14, 2013, codified as Chapter 3909, Texas Special District Local Laws Code (the Act). The District operates in accordance with Chapter 375 of the Texas Local' Government Code, and is subject to the continuing supervision of the Texas Commission on: Environmental Quality (the Commission). The District was created to promote, encourage, develop and maintain employment, commerce, transportation, housing, tourism, recreation, the arts, entertainment, economic development, safety and the public welfare within the District. The affairs of the District are managed by a Board of Directors (the Board) composed of persons appointed by the governing body of the City of College Station (the City). The Board sets the policies of the District. The accounting and reporting policies of the District conform to accounting principles generally accepted in the United States of America for state and local governments, as defined by the Governmental Accounting Standards Board. The following is a summary of the significant accounting and reporting policies of the District: Reporting Entity The accompanying government -wide financial statements,present the financial statements of the District. There are no component units that are legally separate entities for which the District is considered to be financially accountable. Accountability is defined as the District's substantive appointment of the voting majority of the component unit's governing board. Furthermore, to be financially accountable, the District must be able to impose its will upon the component unit or there must be a possibility that the component unit may provide specific financial benefits to, or impose specific financial burdens on, the District. Government -wide and Fund Financial Statements In accordance with required reporting standards, the District reports its financial activities as a special-purpose government. Special-purpose governments are governmental entities which engage in a single governmental program, such as the provision of water, wastewater, drainage and other related services. The financial statements of special-purpose governments combine two types of financial statements into one statement. These two types of financial statements are the government -wide financial statements and the fund financial statements. The fund financial statements are presented with a column for adjustments to convert to the government -wide financial statements. The government -wide financial statements report information on all of the activities of the District. As a general rule, the effect of interfund activity has been eliminated from the government -wide financial statements. Governmental activities generally are financed through taxes, charges for services and intergovernmental revenues. The statement of activities reflects the revenues and expenses of the District. 12 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 The fund financial statements provide information about the District's governmental funds. Separate statements for each governmental fund are presented. The emphasis of fund financial statements is directed to specific activities of the District. The District presents the following major governmental funds: General Fund — The general fund is the primary operating fund of the District which accounts for all financial resources not accounted for in another fund. Revenues are derived primarily from property taxes, charges for services and interest income. Debt Service Fund — The debt service fund is use to account for financial resources that are restricted, committed or assigned to expenditures for principal and interest related costs, as well' as the financial resources being accumulated for future debt service. Capital Projects Fund — The capital projects fund is used tq account,for financial resources that are restricted, committed or assigned to expenditures for-capita1 outlays. Fund Balances — Governmental Funds The fund balances for the District's governmental funds can be displayed in up to five components: Nonspendable — Amounts that are not in a spendable form or are required to be maintained intact. Restricted — Amounts that can be spent only for the specific purposes stipulated by external resource providers, constitutionally or through enabling legislation. Restrictions may be changed or lifted only with the consent of resource providers. Committed — Amounts that can be used only for the specific purposes determined by resolution of the Board. Commitments may be changed or lifted only by issuance of a resolution by the District's Board. Assigned — Amounts intended to be used by the District for specific purposes as determined by management. In governmental funds other than the general fund, assigned fund balance represents the amount that is not restricted or committed. This indicates that resources in other governmental funds are, at a minimum, intended to be used for the purpose of that fund. Unassigned — The residual classification for the general fund and includes all amounts not contained in the other classifications. 13 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 The District considers restricted amounts to have been spent when an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available. The District applies committed amounts first, followed by assigned amounts, and then unassigned amounts when an expenditure is incurred for purposes for which amounts in any of those unrestricted fund balance classifications could be used. Measurement Focus and Basis of Accounting Government -wide Financial Statements The government -wide financial statements are reported using the economic resources measurement focus and accrual basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of the timing of related cash flows. Nonexchange transactions, in which the District receives (or gives) value without directly giving (or receiving) equal value in exchange, include property taxes'and'donations. Recognition standards are based on the characteristics and classes of nonexchange transactions. Revenues from property taxes are recognized in the period for which the taxes are levied. Intergovernmental revenues are recognized as revenues, net of estimated refunds and uncollectible amounts, in the accounting period when an enforceable legal claim to the assets arises and the use of resources is required or is first permitted. Donations are recognized as revenues, net of estimated uncollectible amounts, as soon as all eligibility requirements imposed by the provider have been met. Amounts received before all eligibility requirements have been met are reported as liabilities. Fund Financial Statements Governmental funds are reported using the current financial resources measurement focus and the modified accrual basis of accounting. With this measurement focus, only current assets and liabilities are generally included on the balance sheet. The statement of governmental funds revenues, expenditures and changes in fund balances presents increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in spendable resources. General capital asset acquisitions are reported as expenditures and proceeds of long-term debt are reported as other financing sources. Under the modified accrual basis of accounting, revenues are recognized when both measurable and available. The District considers revenues reported in the governmental funds to be available if they are collectible within 60 days after year-end. Principal revenue sources considered susceptible to accrual include taxes, charges for services and investment income. Other revenues are considered to be measurable and available only when cash is received by the District. Expenditures are recorded when the related fund liability is incurred, except for principal and interest on general long-term debt, which are recognized as expenditures when payment is due. 14 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 Deferred Outflows and Inflows of Resources A deferred outflow of resources is a consumption of net position that is applicable to a future reporting period and a deferred inflow of resources is an acquisition of net position that is applicable to a future reporting period. Interfund Transactions Transfers from one fund to another fund are reported as interfund receivables and payables if there is intent to repay the amount and if there is the ability to repay the advance on a timely basis. Operating transfers represent legally authorized transfers from the fund receiving resources to the fund through which the resources are to be expended. Pension Costs The District does not participate in a pension plan and, therefore, has no pension costs. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and deferred inflows and outflows of resources and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses/expenditures during the reporting period. Actual results could differ from those estimates. Investments and Investment Income Investments in certificates of deposit, mutual funds, U.S. Government and agency securities, and certain pooled funds, which have a remaining maturity of one year or less at the date of purchase, are recorded at amortized cost. All other investments are carried at fair value. Fair value is determined using quoted market values. Investment income includes dividends and interest income and the net change for the year in the fair value of investmentscarried at fair value. Investment income is credited to the fund in which the investment is recorded. Property Taxes An appraisal district annually prepares appraisal records listing all property within the District and the appraised value of each parcel or item as of January 1. Additionally, on January 1, a tax lien attaches to property to secure the payment of all taxes, penalty and interest ultimately imposed for the year on the property. After the District receives its certified appraisal roll from the appraisal 15 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 district, the rate of taxation is set by the Board of the District based upon the aggregate appraisal value. Taxes are due and payable October 1 or when billed, whichever is later, and become delinquent after January 31 of the following year. In the governmental funds, property taxes are initially recorded as receivables and deferred inflows of resources at the time the tax levy is billed. Revenues recognized during the fiscal year ended May 31, 2022, include collections during the current period or within 60 days of year-end related to the 2021 and prior years' tax levies. In the government -wide statement of net position, property taxes are considered earned in the budget year for which they are levied. For the District's fiscal year ended May 31, 2022, the 2021 tax levy is considered earned during the current fiscal year. In addition to property taxes levied, any delinquent taxes are recorded net of amounts considered uncollectible. Capital Assets The District conveys title to all capital assets, with the exception of storm water detention and recreational facilities, to the City. Capital assets are reported in the government -wide financial statements. Capital assets are defined by the District as assets with an individual cost of $5,000 or more and an estimated useful life of two years or more. Purchased or constructed capital assets are reported at cost or estimated historical cost., Donated, capital assets are recorded at their estimated acquisition value at the date of donation. The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend the asset lives are not capitalized. Debt Issuance Costs Debt issuance costs, other than prepaid insurance, do not meet the definition of an asset or deferred outflows of resources since the costs are not applicable to a future period and, therefore, are recognized as an expense/expenditure in the period incurred. Long-term Obligations In the government -wide financial statements, long-term debt and other long-term obligations are reported as liabilities. Premiums and discounts on bonds are recognized as a component of long-term liabilities and amortized over the life of the related debt using the effective interest rate method. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 16 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 Net Position/Fund Balances Fund balances and net position are reported as restricted when constraints placed on them are either externally imposed by creditors, grantors, contributors, or laws or regulations of other governments or are imposed by law through constitutional provisions or enabling legislation. When both restricted and unrestricted resources are available for use, generally,it is the District's policy to use restricted resources first. Reconciliation of Government -wide and Fund Financial Statements Amounts reported for net position of governmental activities in the statement of net position and fund balances in the governmental funds balance sheet are different because: Capital assets used in governmental activities are not financial resources and are not reported in the funds. $ 595,072 Property tax revenue recognition and the related reduction of deferred inflows of resources are subject to availability of funds in the fund financial statements. 3,552 Accrued interest on long-term liabilities is`not payable with current fmancial resources and is not reported in the.funds. (15,796) Long-term liabilities are not due and payable in the current period and are not reported in the funds. (15,512,350) Adjustment to fund balances to arrive at net position. $ (14,929,5221 Amounts reported for change in net position of governmental activities in the statement of activities are different from change in fund balances in the governmental funds statement of revenues, expenditures and change in fund balances because: Change in fund balances. $ (70,364) Governmental funds report capital outlays as expenditures. However, for government -wide financial statements, the cost of capitalized assets is conveyed to the City for maintenance, exclusive of detention and recreational facilities. This is the amount by which capital outlay expenditures exceeded conveyed capital assets and noncapital costs in the current year. 78,336 17 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 Revenues that do not provide current financial resources are not reported as revenues for the funds, but are reported as revenues in the statement of activities. 2,704 Some expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. (8;947) Change in net position of governmental activities. $ 1,729 Note 2: Deposits, Investments and Investment Income Deposits Custodial credit risk is the risk that, in the event of a bank failure, a:government's deposits may not be returned to it. The District's deposit policy for custodial, credit risk requires compliance with the provisions of state law. State law requires collateralization of all deposits with federal depository insurance; a surety bond; bonds and other obligations of the U.S. Treasury, U.S,. agencies or instrumentalities of the State of Texas; or certain collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States or letters of credit issued by a federal home loan bank. The District has entered into one or more collateral security agreements with depository institutions that are more restrictive than state laws as to the type of securities with which the District's deposits may be collateralized. At May 31, 2022, none of the District's bank balances were exposed to custodial credit risk. Investments The District may legally invest in obligations of the United States or its agencies and instrumentalities, direct obligations of Texas or its agencies or instrumentalities, collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States, other obligations guaranteed as to principal and interest by the State of Texas or the United States or their 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, obligations of states, agencies and counties and other political subdivisions with an investment rating not less than "A," insured or collateralized certificates of deposit, and certain bankers' acceptances, repurchase agreements, mutual funds, commercial paper, guaranteed investment contracts and investment pools. The District's investment policy may be more restrictive than the Public Funds Investment Act. 18 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 The District invests in Texas CLASS, an external investment pool that is not registered with the Securities and Exchange Commission. A Board of Trustees, elected by the participants, has oversight of Texas CLASS. The District's investments may be redeemed at any time. Texas CLASS attempts to minimize its exposure to market and credit risk through the use of various strategies and credit monitoring techniques and limits its investment in any issuer to the top two ratings issued by nationally recognized statistical rating organizations. At May 31, 2022, the District has the following investments and maturities: Maturities in Years Less Than More Than Type Fair Value 1 1-5 6-10 10 Texas CLASS $ 120,126 $ 120,126 $ 0 $` 0 $ 0 Interest Rate Risk. As a means of limiting its exposure to fair value losses arising from rising interest rates, the District's investment policy does not allow investments in certain mortgage -backed securities, collateralized mortgage obligations with a final maturity date in excess of 10 years and interest rate indexed collateralized mortgage obligations. The external investment pool is presented as an investment with a maturity of less than one year because it is redeemable in full immediately. Credit Risk. Credit risk is the risk that the issuer or other counterparty to an investment will not fulfill its obligations. At May 31, 2022, the District's investments in Texas CLASS were rated "AAAm" by Standard & Poor's. Summary of Carrying Values The carrying values of deposits and investments shown previously are included in the balance sheet and statement of net position at May 31, 2022, as follows: Carrying value: Deposits $ 41,394 Investments 120,126 Total $ 161,520 Investment Income Investment income of $204 for the year ended May 31, 2022, consisted of interest income. 19 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 Fair Value Measurements The District has the following recurring fair value measurements as of May 31, 2022: • Pooled investments of $120,126 are valued at fair value per share of the pool's underlying portfolio. Note 3: Capital Assets A summary of changes in capital assets for the year ended May 31, 2022, is presented as follows: Governmental Activities Capital assets, non -depreciable: Land and improvements Note 4: Long-term Liabilities Balances, Beginning of Year $ 595,072` Balances, End Additions of Year 0 $ 595,072 Changes in long-term liabilities for the year ended May 31, 2022, were as follows: Governmental Activities Bonds payable: General obligation bonds Less discounts on bonds Due to developer, advances Due to developers, construction Total govemmental activities long-term liabilities Balances, Beginning of Year $ 2,500,000 $ 56,651 2,443,349 244,800 12,901,168 Balances, End Decreases of Year Amounts Due in One Year - $ 2,500,000 $ 65,000 1,369 55,282 (1,369) 2,444,718 244,800 78,336 12,822,832 65,000 $ 15,589,317 $ 76,967 $ 15,512,350 $ 65,000 20 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 General Obligation Bonds Road Series 2021 Amount outstanding, May 31, 2022 $2,500,000 Interest rates 1.20% to 3.00% Maturity dates, serially September 1, beginning/ending 2022/2050 Interest payment dates September 1/March 1 Callable date* September 1, 2027 *Or any date thereafter, callable at par plus accrued interest to the date of redemption. Annual Debt Service Requirements The following schedule shows the annual debt service requirements to pay principal and interest on general obligation bonds outstanding at May 31, 2022: Year Principal Interest Total 2023 $ 65,000 $ 62,793 $ 127,793 2024 65,000 61,964 126,964 2025 65,000 61,038 126,038 2026 65,000 59,998 124,998 2027 65,000 58,860 123,860 2028-2032 350,000 272,825 622,825 2033-2037 400,000 227,660 627,660 2038-2042 425,000 174,184 599,184 2043-2047 510,000 110,761 620,761 2048-2051 490,000 30,150 520,150 Total $ 2,500,000 $ 1,120,233 $ 3,620,233 21 Rock Prairie Management District No. 2 Notes to Financial Statements May 31, 2022 The bonds are payable from the proceeds of an ad valorem tax levied upon all property within the District subject to taxation, without limitation as to rate or amount. Bonds voted: Water, sewer and drainage facilities $ 71,400,000 Road and paving facilities 106,600,000 Refunding bond authorization 178,000,000 Bonds sold: Road and paving facilities 2,500,000 Due to Developers Developers of the District have constructed facilities on behalf of the District. With the exception of storm water detention and recreational facilities, the District conveys these facilities to the City for operation and the District has agreed to reimburse the developers for;these construction costs and interest to the extent approved by the Commission, if required, from the proceeds of future bond sales. The District's engineer estimates reimbursable costs for completed projects are $12,822,832. These amounts have been recorded in the financial; statements as long-term liabilities. Note 5: Significant Bond Order and Commission Requirements A. The Bond Order requires that the District levy and collect an ad valorem debt service tax sufficient to pay interest and principal on bonds when due. During the year ended May 31, 2022, the District levied an ad valorem debt service tax at the rate of $0.3300 per $100 of assessed valuation, which resulted in`a tax levy of $143,191 on the taxable valuation of $43,391,211 for the 2021 tax year. The interest and principal requirements to be paid from the tax revenues and available resources are $128,182 of which $31,591 has been paid and $96,591 is due September 1, 2022. B. In accordance with the Bond Order, a portion of the bond proceeds was deposited into the debt service fund and,reserved for the payment of bond interest during the construction period. This bond interest reserve is reduced as the interest is paid. Bond interest reserve, beginning of year $ 63,185 Deductions --Appropriation from bond interest paid: Road Series 2021 (57,917) Bond interest reserve, end of year $ 5,268 22 Supplementary Information (Not Subjected to Audit Procedures) Rock Prairie Management District No. 2 Notes to Required Supplementary Information May 31, 2022 Budgets and Budgetary Accounting An annual operating budget is prepared for the general fund by the District's consultants. The budget reflects resources expected to be received during the year and expenditures expected to be incurred. The Board of Directors is required to adopt the budget prior to the start of its fiscal year. The budget is not a spending limitation (a legally restricted appropriation). The original budget of the general fund was not amended during fiscal2Q22, The District prepares its annual operating budget on a basis consistent with accounting principles generally accepted in the United States of America. The Budgetary Comparison Schedule - General Fund presents the original and revised budget amounts, if revised, compared to the actual amounts of revenues and expenditures for the current year. 26 Rock Prairie Management District No. 2 Budgetary Comparison Schedule — General Fund Year Ended May 31, 2022 Revenues Property taxes Investment income Total revenues Variance Original Favorable Budget Actual (Unfavorable) $ 115,323 $ 73,108 S (42,215) 45 - (45) 115,368 73,108 (42,260) Expenditures Service operations: Professional fees 101,800 86,214 15,586 Contracted services 21,000 26,452 (5,452) Repairs and maintenance 8,084 (8,084) Other expenditures 11,775 11,489 286 Total expenditures 134,575 132,239 2,336 Deficiency of Revenues Over Expenditures (19,207) (59,131) (39,924) Other Financing Sources (Uses) Developer advances received Interfund transfers out 19,207 (27,952) (19,207) (27,952) Total other financing sources (uses) 19,207 (27,952) (47,159) Deficiency of Revenues and Other Financing Sources Over Expenditures and Other Financing Uses - (87,083) (87,083) Fund Balance, Beginning of Year 70,640 70,640 Fund Balance, End of Year $ 70,640 $ (16,443) $ (87,083) 25 Required Supplementary Information Rock Prairie Management District No. 2 Other Schedules Included Within This Report May 31, 2022 (Schedules included are checked or explanatory notes provided for omitted schedules.) [X] Notes Required by the Water District Accounting Manual See "Notes to Financial Statements," Pages 12-24 [X] Schedule of Services and Rates [X] Schedule of General Fund Expenditures [X] Schedule of Temporary Investments [X] Analysis of Taxes Levied and Receivable [X] Schedule of Long-term Debt Service Requirements by Years [X] Changes in Long-term Bonded Debt [X] Comparative Schedule of Revenues and Expenditures — General Fund and Debt Service Fund [X] Board Members, Key Personnel and Consultants 27 Rock Prairie Management District No. 2 Schedule of Services and Rates Year Ended May 31, 2022 1. Services provided by the District: Retail Water _ Wholesale Water X Drainage Retail Wastewater _ Wholes ale Wastewater Irrigation X Parks/Recreation _FireProtection Security _Solid Waste/Garbage _Flood Control X Roads Participates in joint venture, regional system and/or wastewater service (other than emergency interconnect) Other The City of College Station provides services to the District's customers pursuant to that certain utility and Road Agreement dated February 17, 2015, between the District and the City of College Station. 28 Rock Prairie Management District No. 2 Schedule of General Fund Expenditures Year Ended May 31, 2022 Personnel (including benefits) $ Professional Fees Auditing $ 13,800 Legal 62,080 Engineering 10,334 Financial advisor - Purchased Services for Resale Bulk water and wastewater service purchases Regional Water Fee Contracted Services Bookkeeping General manager Appraisal district Tax collector Security Other contracted services 26.452 Utilities Repairs and Maintenance Administrative Expenditures Directors' fees Office supplies 1,187 Insurance 3,063 Other administrative expenditures 7,239 Capital Outlay Capitalized assets Expenditures not capitalized Tap Connection Expenditures Solid Waste Disposal Fire Fighting Parks and Recreation Other Expenditures 86,214 26,452 8,084 11,489 Total expenditures $ 132,239 29 Debt Service Fund Texas CLASS Rock Prairie Management District No. 2 Schedule of Temporary Investments May 31, 2022 Accrued Interest Maturity Face Interest Rate Date Amount Receivable 0.92% Demand $ 120,126 S 0 30 Rock Prairie Management District No. 2 Analysis of Taxes Levied and Receivable Year Ended May 31, 2022 Receivable, Beginning of Year Additions and corrections to prior years' taxes Adjusted receivable, beginning of year Debt Maintenance Service Taxes Taxes $ 848 $ (10) 838. 0 2021 Original Tax Levy 54,933 106,636 Additions and corrections 18,831 36,555 Adjusted tax levy 73,764 143,191 Total to be accounted for 74,602 143,191 Current year tax collections (72,704) (141,133) Prior years (404) Receivable, end of year $ 1.494 $ 2,058 Receivable, by Year 2021 2020 $ 1,060 $ 2,058 434 - Receivable, end of year $ 1,494 $ 2,058 31 Rock Prairie Management District No. 2 Analysis of Taxes Levied and Receivable (Continued) Year Ended May 31, 2022 2021 2020 2019 2018 Property Valuations Land $ 25,709,367 $ 14,785,710 $ 14,912,916 $ 9,910,610 Improvements 17,711,363 8,162,825 Personal property 608,274 617,829 909,670 309,850 Exemptions (637,793) (30,971) (1,162,600) (328,210) Total property valuations $ 43,391,211 $ 23,535,393 $ 14,659,986 $ 9,892,250 Tax Rates per $100 Valuation Debt service tax rates Maintenance tax rates* Total tax rates per $100 valuation Tax Levy Percent of Taxes Collected to Taxes Levied** $ 0.3300 $ - $ $ 0.1700 0.5000 0.5000 0.5000 $ 0.5000 $ 0.5000 $ 0.5000 $ 0.5000 $ 216,955 $ 117,677 $ 73,300 $ 49,461 98% - 99% 100% 100% *Maximum tax rate approved by voters: $1.00 on November 3, 2015 **Calculated as taxes collected for a tax year divided by taxes levied for that tax year. 32 Rock Prairie Management District No. 2 Schedule of Long-term Debt Requirements by Years May 31, 2022 Road Series 2021 Due During Principal Interest Due Fiscal Years Due September 1, Ending May 31 September 1 March 1 Total 2023 $ 65,000 $ 62,793 $ 127,793 2024 65,000 61,964 126,964 2025 65,000 61,038 126,038 2026 65,000 59,998 124,998 2027 65,000 58,860 123,860 2028 70,000 57,575 127,575 2029 70,000 56,140 126,140 2030 70,000 54,635 124,635 2031 70,000 53,060 123,060 2032 70,000 51,415 121,415 2033 75,000 49,638 124,638 2034 "80,000 47,700 127,700 2035 80,000 45,650 125,650 2036 90,000 43,419 133,419 2037 75,000 41,253 116,253 2038 80,000 - 39,219 119,219 2039 80,000 37,118 117,118 2040 85,000 34,953 119,953 2041 90,000 32,656 122,656 2042 90,000 30,238 120,238 2043 95,000 27,694 122,694 2044 100,000 25,012 125,012 2045 100,000 22,262 122,262 2046 105,000 19,443 124,443 2047 110,000 16,350 126,350 2048 115,000 12,975 127,975 2049 120,000 9,450 129,450 2050 125,000 5,775 130,775 2051 130,000 1,950 131,950 Totals $ 2,500,000 $ 1,120,233 $ 3,620,233 33 Rock Prairie Management District No. 2 Changes in Long-term Bonded Debt Year Ended May 31, 2022 Interest rates Dates interest payable Maturity dates Bonds outstanding, beginning of current year Retirements, principal Bonds outstanding, end of current year Interest paid during current year Paying agent's name and address: Series 2021 - The Bank of New York Mellon Trust Company, N.A., Dallas, Texas Bond authority: Amount authorized by voters Amount issued Remaining to be issued Tax Bonds $ 71,400,000 $ $ - $ $ 71,400,000 $ Road and Paving Bonds Debt service fund cash and temporary investment balances as of May 31, 2022: 106,600,000 2,500,000 104,100,000 Bond Issue Road Series 2021 1.20% to 3.00% September 1/ March 1 September 1, 2022/2050 $ 2,500,000 $ 2,500,000 $ 57,917 Refunding Bonds $ 178,000,000 $ 178,000,000 $ 149,728 Average annual debt service payment (principal and interest) for remaining term of all debt: $ 124,836 34 THIS PAGE INTENTIONALLY LEFT BLANK Rock Prairie Management District No. 2 Comparative Schedule of Revenues and Expenditures - General Fund Three Years Ended May 31, 2022 General Fund Amounts 2021 2020 Revenues Property taxes $ 73,108 $ 116,829 $ 73,312, Penalty and interest I,738 3,092 Investment income - 66 54 Other income - 11,156 Total revenues 73,108 118,633 87,614 Expenditures Service operations: Professional fees 86,214 94,471 97,192 Contracted services 26,452 23,538 19,256 Repairs and maintenance 8,084 Other expenditures 1I,489 13,843 9,001 Total expenditures 132,239 131,852 125,449 Deficiency of Revenues OverExpenditures (59,131) (13,219) (37,835) Other Financing Sources (Uses) Interfund transfer out (27,952) Developer advances 50,033 67,490 Total other financing sources (uses) (27,952) 50,033 67,490 Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures and OtherFinancing Uses (87,083) 36,814 29,655 Fund Balance, Beginning of Year 70,640 33,826 4,171 Fund Balance, End of Year $ (16,443) $ 70,640 $ 33,826 Total Active Retail Water Connections N/A N/A N/A Total Active Retail Wastewater Connections N/A N/A N/A Percent of Fund Total Revenues 2022 2021 2020 100.0 % 100.0 98.5 % 1.4 0.1 83.7 % 3.5 0.1 12.7 100.0 100.0 117.9 79.6 110.9 36.2 19.8 21.9 11.1 - - 15.7 11.7 10.3 180.9 111.1 143. I (SO.9) % (11.1) % (43.1) % 35 Rock Prairie Management District No. 2 Schedule of Revenues and Expenditures — Debt Service Fund Year Ended May 31, 2022 Amounts 2022 Debt Service Fund Percent of Fund Total Revenues 2022 Revenue Property taxes $ 141,133 98.5 % Penalty and interest 1,941 1,4 Investment income 181 0.1 Total revenues 143,255 100,0. Expenditures Current: Professional fees 704 0.5 Contracted services 11,651 8.1 Other expenditures 6,070 4.2 Debt Service: Interest and fees 56,561 39.5 74,986 52.3 Total expenditures Excess of Revenues Ovex Expenditures Other Financing Sources,`' Interfimd transfers iii Excess of Revenues and Transfers In Over Expenditures and Transfers Out Fund Balance, Beginning of Year 68,269 47.7 % 27,952 96,221 63,185 Fund Balance, End of Year $ 159,406 36 Rock Prairie Management District No. 2 Board Members, Key Personnel and Consultants Year Ended May 31, 2022 Coinplete District mailing address: Rock Prairie Management District No. 2 c/o Schwartz, Page & Harding, L.L.P. 1300 Post Oak Boulevard, Suite 2400 Houston, Texas 77056 District business telephone number: 713.623.4531 Submission date of the most recent District Registration Form (TWC Sections 36.054 and 49.054): July i i , 2019 Limit on fees of office that a director may receive during a fiscal year: $ 0 Term of Office Elected & Expefise Title at Board Members Expires Fees* Reimbursements Year-end Appointed 06/19- Uri Geva 06/23 $ 0 $ 0 President Appointed 06/19- Vice Hays Glover 06/23 0 0 President Appointed Assistant 06/21- Vice Logan Lee 06/25 0 0 President Appointed 06/19- Mark Lindemulder 06/23 0 0 Secretary Appointed 06/21- Assistant Samual Kerbel 06/25 0 0 Secretary Appointed 02/20- Term William Lewis 06/21 0 0 Expired Appointed 02/20- Term Jonathan Stark 06/21 0 0 Expired *The District is a management district, therefore, no directors' fees are paid. 37 Rock Prairie Management District No. 2 Board Members, Key Personnel and Consultants (Continued) Year Ended May 31, 2022 Fees and Expense Consultants Date Hired Reimbursements Title Tax Assessor/ B&A Municipal Tax Service, LLC 05/02/17 $ 12,823 , ; Collector BKD, LLP 10/08/20 13,800 Auditor Legislative Brazos Central Appraisal District Action . 2,437 Appraiser Edminster, Hinshaw, Russ and Associates, Inc. 08/18/15 10,334 Engineer Financial Masterson Advisors LLC 05/12/22 '0 Advisor Municipal Accounts & Consulting, L.P. 08/18/15 27,698 Bookkeeper Former Financial Post Oak Municipal Advisors LLC 05/10/18 0 Advisor Schwartz, Page & Harding, L.L.P. 07/30/15 64,615 General Counsel Investment Officers Mark M. Burton and Ghia Lewis 08/18/15 N/A Bookkeepers 38 EXHIBIT "E" Board of Directors Rock Prairie Management District No. 2 Brazos County, Texas In planning and performing our audit of the financial statements of Rock Prairie Management District No. 2 (the District) as of and for the year ended May 31, 2022, in accordance with auditing standards generally accepted in the United States of America, we considered the Districts internal control over financial reporting (internal control) as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the District's internal control. Accordingly, we donot express an opinion on the effectiveness of the District's internal control. Our consideration of internal control was for the limited purpose described in the preceding paragraph and was not designed to identify all deficiencies in internal control that might be significant deficiencies or material weaknesses and, therefore, there can be no assurance that all deficiencies, significant deficiencies or material weaknesses have been identified. However, as discussed below, we identified certain deficiencies in internal control that we consider to be Material weaknesses. A deficiency exists when the design or operation 'of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements of the Districts financial statements on a=timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Districts financial statements will not be prevented or detected and corrected on: a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. We observed the following matters that we consider to be material weaknesses. Material Weaknesses The District's management consists of an elected Board of Directors (the Board). Day-to-day operations are performed by private entities (Consultants) under contract with the District. The Board supervises the performance of the Consultants; however, although Consultants can be part of the District's system of internal control, the Consultants are not members of management. Per auditing standards, management is responsible for design and implementation of the District's system of internal controls. Per auditing standards, one of the primary controls within the system of internal controls is related to the preparation of the financial statements. Management of the District is responsible for either preparing the financial statements or having the knowledge to determine whether the financial statements have been properly prepared and are free from potential misstatement. The absence of this expertise within management, or a Consultant of the District hired to perform this service, is considered by auditing standards to be a material weakness in internal control over financial reporting. Board of Directors Rock Prairie Management District No. 2 Page 2 During the course of performing an audit, it is not unusual for the auditor to prepare various journal entries to correct and present the financial statements on the government -wide basis of accounting. Additionally, we noted adjustments to various accounts, such as fund balance and interfund transfers, which were necessary in order for the fund financial statements to be in conformity with generally accepted accounting principles. The inability of management (or a Consultant of the District hired to perform this service) to detect these necessary adjustments is considered by auditing standards to be a material weakness in internal control over financial reporting. Finally, management, or a Consultant of the District, does not prepare the capital asset register or post adjustments related to the presentation of the capital assets in the government -wide financial statements. As management is not preparing or reviewing and does not have the expertise to prevent, detect and correct related significant potential misstatements, this is considered by auditing standards to be a material weakness. The material weaknesses noted above, if not corrected, could result in a material misstatement or omission of a required disclosure in the financial statements. Management's Response The District responds that the auditor's Management Letter, and the material weaknesses identified therein, are prepared in response to Statement on Auditing Standards No. 115 (SAS 115) and are not prompted by any other circumstances identified during the course of the audit and disclosed to the District's Board. As you know, the Board has, since the inception of the District, engaged the auditor to perform the District's audit and to prepare the financial statements and capital asset schedules upon which the audit is based. It is our understanding that this is the usual and customary practice for smaller special districts in Texas, as it is more cost effective to engage Consultants to perform such services than to employ persons (who would constitute district management) to perform same. It is also the Board's understanding that, under the requirements of SAS 115, the engagement of the auditor to perform these services resulted in the Management Letter because (1) the Board members are not able to prevent, detect and correct a misstatement inathe preparation of the District's financial statements or its capital asset schedules or to make adjustments to same, and (2) the Board has not implemented controls to prevent, detect and correct a misstatement in the preparation of the District's financial statements or capital asset schedules, such ,as the hiring of an employee or the engagement of another Consultant to prepare the District's financial statements or capital asset schedules. With respect to items (1) and (2) identified above, the Board responds that its members are appointed or elected in accordance with the requirements set forth in the Texas Water Code, and that such members do not necessarily have the ability to prevent, detect and correct a misstatement in the preparation of the District's financial statements or its capital asset schedules or to make adjustments to same. Further, the Board responds that it is a small government unit and that it engages the auditor based upon the auditor's, professional qualifications, and in light of such qualifications, does not feel that the addition at this time of an employee or the engagement of a Consultant to prepare the District's financial statements and capital asset schedules (as a form of control) would be cost effective. Additionally, the Board adds that the District does not have any employees, but rather engages Consultants who possess industry knowledge and expertise to provide financial services, including its bookkeeper, auditor and financial advisor, as well as Consultants that provide legal, engineering, and operation and maintenance services. In particular, the District's bookkeeper presents periodic financial information (unaudited) to the Board for review, which information generally reflects income, disbursements, adjustments and the status of investments relative to the District's various accounts. Board of Directors Rock Prairie Management District No. 2 Page 3 Management's written response to the material weaknesses identified in our audit has not been subjected to the auditing procedures applied in the audit of the financial statements, and accordingly, we express no opinion on it. This communication is intended solely for the information and use of management, the Board of Directors and the Texas Commission on Environmental Quality, and is not intended to be, and should not be, used by anyone other than these specified parties. 2022 EXHIBIT "F" ❑91ii� 1 MUNICIPAL ACCOUNTS 1 1 . & CONSULTING, I..P Rock Prairie Management District No. 2 Bookkeeper's Report September 8, 2022 611 Longmire Rd Suite 1 • Conroe, Texas 77304 • Phone: 936.756.1644 • Fax: 936.756.1844 Rock Prairie MD No. 2 - GOF Cash Flow Report - Checking Account As of September 8, 2022 Num BALANCE AS OF 08/12/2022 Receipts Property Taxes Developer Advance Total Receipts Name Disbursements 2045 EHRA Engineering 2046 B&A Municipal Tax Service 2047 Greener Images 2048 Municipal Accounts & Consulting, LP 2049 Schwartz, Page & Harding, L.L.P. 2050 Jack Daniels Delivery Service Svc Chg Central Bank Wire Attorney General of Texas Total Disbursements BALANCE AS OF 09/08/2022 CENTRAL BANK - CHECKING - #XXXX6508 Memo Engineering Fees SB2 Compliance Mowing & Maintenance Bookkeeping Fees Legal Fees Delivery Fee Service Charge Series 2022 Road - Attorney General Fee Amount 5,935.01 44,000.00 (1,012.50) (250.00) (8,600.00) (1,838.33) (10,113.98) (59.15) (40.00) (2,500.00) Balance $668.37 49,935.01 (24,413.96) $26,189.42 1 Rock Prairie Management District No. 2 Account Balances As of September 8, 2022 Financial Institution Issue Maturity Interest Account (Acct Number) Date Date Rate Balance Fund: Operating Checking Account(s) CENTRAL BANK - CHECKING P6508) 0.00 % 26,189.42 Checking Account Totals for Operating Fund: $26,189.42 Fund: Debt Service Money Market Funds TEXAS CLASS (0001) 04/06/2021 2.48 % 23,649.39 Road Totals for Debt Service Fund: $23,649.39 Grand total for Rock Prairie Management District No. 2: $49,838.81 Notes Rock Prairie MD No. 2 - GOF Actual vs. Budget Comparison August 2022 August 2022 June 2022 - August 2022 Annual Actual Budget Over/(Under) Actual Budget Over/(Under) Budget Revenues 14100 Developer Advance 0 12,120 (12,120) 40,000 36,360 3,640 145,440 14350 Maintenance Tax Collections 935 0 935 4,024 0 4,024 75,700 Total Revenues 935 12,120 (11,185) 44,024 36,360 7,664 221,140 Expenditures 16330 Legal Fees 9,746 5,000 4,746 16,157 15,000 1,157 60,000 16340 Auditing Fees 0 0 0 0 0 0 13,500 16350 Engineering Fees 0 2,500 (2,500) 5,659 7,500 (1,841) 30,000 16430 Bookkeeping Fees 1,738 2,917 (1,179) 6,169 8,750 (2,581) 35,000 16450 Legal Notices & Other Publ. 0 0 0 0 0 0 1,000 16455 SB 2 Expenses 0 208 (208) 500 625 (125) 2,500 16460 Printing & Office Supplies 232 104 128 409 312 96 1,250 16470 Filing Fees 0 108 (108) 0 325 (325) 1,300 16480 Delivery Expense 59 42 17 59 125 (66) 500 16510 Mowing -Parks 8,600 5,853 2,748 27,876 17,558 10,318 70,230 16520 Postage 0 5 (5) 8 15 (7) 60 16530 Insurance & Surety Bond 0 0 0 0 0 0 3,500 16540 Travel Expense 226 83 143 330 250 80 1,000 16551 Bank Fees 40 42 (2) 40 125 (85) 500 16560 Miscellaneous Expense 11 67 (56) 113 200 (87) 800 Total Expenditures 20,651 16,928 3,723 57,320 50,785 6,535 221,140 Excess Revenues (Expenditures) ($19,716) ($4,808) ($14,908) ($13,296) ($14,425) $1,129 $0 3 Rock Prairie MD No. 2 - GOF Balance Sheet As of August 31, 2022 Aug 31, 22 ASSETS Current Assets Checking/Savings 11101 • Cash in Bank 3,051 Total Checking/Savings 3,051 Other Current Assets 11520 • Maintenance Tax Receivable 1,494 11740 • Due From Construction 2,500 11750 • Due From Tax Account (9,678) Total Other Current Assets (5,684) Total Current Assets (2,633) TOTAL ASSETS (2,633) LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 12000 • Accounts Payable 20,611 Total Accounts Payable 20,611 Other Current Liabilities 12760 • Due to Debt Service 5,000 12800 • Deferred Inflows 1,494 Total Other Current Liabilities 6,494 Total Current Liabilities 27,106 Total Liabilities 27,106 Equity 13010 • Unallocated Fund Balance Net Income Total Equity (16,443) (13,296) (29,739) TOTAL LIABILITIES & EQUITY (2,633) 4 Paying Agent Rock Prairie Management District No. 2 District Debt Service Payments 09/01/2022 - 12/31/2023 Series Date Due Date Paid Principal Interest Total Due Debt Service Payment Due 09/01/2022 Bank of New York 2021 - Road 09/01/2022 08/31/2022 65,000.00 31,591.25 96,591.25 Total Due 09/01/2022 65,000.00 31,591.25 96,591.25 Debt Service Payment Due 03/01/2023 Bank of New York 2021 - Road 03/01/2023 0.00 31,201.25 31,201.25 Total Due 03/01/2023 0.00 31,201.25 31,201.25 Debt Service Payment Due 09/01/2023 Bank of New York 2021 - Road 09/01/2023 65,000.00 31,201.25 96,201.25 Total Due 09/01/2023 65,000.00 31,201.25 96,201.25 District Total $130,000.00 $93,993.75 $223,993.75 5 EXHIBIT "G" Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING August 31, 2022 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 8/31/22 RECEIVABLES SUMMARY 2021 Balance Forward Levy at 05/31/22 FYE CAD Changes / Uncollectible $3,118.14 $0.00 3,118.14 Outstanding Balance forward Prior Years (2020-2010) at 05/31/22 FYE $434.10 $0.00 434.10 3,552.24 CAD Changes / Uncollectible Total Levy to be collected Collection prior months (all years) ($1,907.35) 2021 Taxes Collected net NSF & KR Refunds during current month ($1,497.71) Taxes Collected for Prior Years net NSF & KR Refunds $0.00 (3,405.06) 147.18 Total Outstanding Balance TAX ACCOUNT Beginning Balance — Tax Account 12,707.55 Income Taxes Collected Current Year $1,497.71 Taxes Collected Prior Year $0.00 10% Rendition Penalty $0.00 Penalties & Interest $269.43 Collection Fee Paid $353.42 Overpayments $0.00 NSF or Reversals, Bank Charges $0.00 Other Fees & Court Costs, Etc $0.00 CCI Overpayment $0.00 Escrow / Prepaid $0.00 $2,120.56 Expenses CK# 1146 Brazos CAD - 4th Qtr 2022 Assessment (Reporting Only) CK# 1176 Rock Prairie Management Distrct 2 - Operating CK# 1177 Perdue Brandon Fielder Collins & Mott -Attorney Fee Delq Coll (8/2022)3: CK# 1178 B&A Municipal Tax Service, LLC - Invoice MD2-158 CK# 1179 B&A Municipal Tax Service, LLC - Invoice MD2-159 14,828.11 $500.50 $509.22 $353.42 $817.70 $957.68 $3,138.52 Ending Balance —Tax Account 11,689.59 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 2 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 8/31/22 OUTSTANDING TAXES - YEAR TO DATE BALANCE FORWARD CAD TAX @ SUPPLEMENTS & YEAR 10/01/21 CORRECTIONS UNCOLLECTIBLE 2021 $161,569.45 $55,386.59 $0.00 2020 $117,676.84 ($10.16) $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 OVER 65 / DISABLED 0 0 0 0 0 0 TAX LAND & YEAR IMPROVEMENTS AG NET 2021 43,412,055 8,675 2020 22,941,412 7,123 2019 14,898,546 14,370 2018 9,881,920 28,690 2017 4,069,643 27,010 COLLECTIONS $216,808.86 $117,666.69 $73,299.93 $49,461.25 $19,962.78 DEBT SERVICE M & 0 RATE RATE 0.00000 0.00000 0.17000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 0.50000 0.00000 PERSONAL PROPERTY 608,274 617,829 909,670 309,850 0 EXEMPTIONS 637,793 33,002 1,162,600 328,210 104,096 OUTSTANDING TAXES $147.18 ($0.00) $0.00 $0.00 ($0.00) $147.18 ROAD BOND DEBT RATE 0.00000 0.33000 0.00000 0.00000 0.00000 0.00000 TOTAL VALUE 43,391,211 23,533,362 14,659,986 9,892,250 3,992,557 COLLECTIONS PERCENTAGE 99.93% 100.00% 100.00% 100.00% 100.00% TOTAL RATE 0.00000 0.50000 0.50000 0.50000 0.50000 0.50000 SR KR 40 40 61 61 88 88 97 97 99 99 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 3 ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 8/31/22 MUNICIPAL TAX SERVICE,LLC BEGINNING BALANCE INCOME 10% Rendition Penalty Bad Check Charges CAD Refund Excess Allotment Collection Fee Correcton Roll Refund Earned Interest Overpayments Penalty & Interest Rollback Tax Collected Taxes Collected Total Income EXPENSES Annexation Audit/Records Bank Charges Bond Premium CAD Fees Certificate of Value Copies Correction Roll Refunds Correction Roll Rendition Refunds Continuing Disclosure Court Affidavits Delinquent Tax Attorney Assistance Delinquent Tax Attorney Fee Estimate of Value Installment Tracking Unclaimed Property Report Legal Notices Mailing & Handling Meeting Travel & Mileage Overpayment Refund Public Hearing Records Retention Roll Update & Processing Supplies Tax Assessor Collector Fee - AB Tax Rate Preparation & Calculation Transfer to Rollback Collected Transfer to Maintenance & Operating Transfer to Road Debt Service ENDING BALANCE PROFIT & LOSS CURRENT MONTH 08/01 /22 -08/31/22 14,823.52 0.00 0.00 0.00 353.42 0.00 0.00 0.00 269.43 0.00 1,497.71 2,120.56 0.00 175.00 0.00 0.00 0.00 0.00 68.40 0.00 0.00 0.00 0.00 15.00 30.51 0.00 0.00 0.00 0.00 0.00 515.94 0.00 0.00 1.20 0.00 0.00 817.70 0.00 0.00 492.22 0.00 2,115.97 14.828..11 FISCAL YEAR 6/01/22 - 8/31/22 29,601.80 0.00 0.00 0.00 495.93 0.00 0.00 0.00 620.19 0.00 3,405.06 4,521.18 0.00 175.00 0.00 50.00 500.50 175.00 240.00 14.85 0.00 0.00 0.00 45.00 142.51 0.00 0.00 0.00 0.00_ 54.62 1,322.82 0.00 0.00 3.60 93.75 0.00 2,453.10 0.00 0.00 4,024.12 10,000.00 19,294.87 14,82 11, 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 8/31/22 October November December January February March April May June July August September 20211 $1,497.71 YEAR TO YEAR COMPARISON 2021 % 1 2020 % VARIANCE $0.00 0.00% $678.59 0.58% -0.58% $27,879.54 12.87% $1,138.23 1.56% 11.31% $47,161.03 34.64% $4,289.31 5.24% 29.40% $96,284.05 79.10% $91,384.54 82.85% -3.75% $32,143.07 93.94% $459.42 83.24% 10.70% $1,284.59 94.53% $18,353.63 98.83% -4.30% $0.00 94.53% $525.34 99.28% -4.75% $9,110.62 $25.55 98.56% $0.00 99.28% -0.72% 98.57% $0.00 99.28% -0.71 % $1,447.70 99.24% $0.00 99.28% -0.04% 1 $1,497.71 99.93% $0.00 99.28% 0.65%1 $0.00 MONTHLY COLLECTIONS 20201 2019 $0.00 $0.00 99.63% 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 ROCK PRAIRIE MGT DIST NO. 2 MUNICIPAL TAX SERVICE,LLC FOR THE PERIOD ENDING 08/25/2022 PLEDGED SECURITIES REPORT SECURITES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE : YES TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON COLLATERAL SECURITY REQUIRED: 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 15t day of September 2022. REBECCA LYNN BREWER Pt 1 i1 Notary ID #1258819 My Commission Expires March 1, 2024 _ f,I lkk Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 BRAIOS CENTRAL APPRAISAL DISTRICT BRAZOS COUNTY, TEXAS 4051 PENDLETON DR BRYAN, TX 77802-2465 Mr. Avik Bonnerjee Registered Texas Assessor Collector B&A Municipal Tax Service LLC 13333 Northwest Freeway, Suite 620 Houston, TX 77040 Mark W. Price Chief Appraiser (979)774-4100 (979)774-4196 Fax November 19, 2021 ROCK PRAIRIE MANAGEMENT DISTRICT #2 STATEMENT Below are the quarterly payment amounts and due dates for the 2022 Brazos Central Appraisal District Operating Budget, as mandated by State Law. Section 6.06 State Property Tax Code states: "Unless the governing body of a unit and the chief appraiser agree to a different method of payment, each taxing unit shall pay its allocation in four equal payments to be made at the end of each calendar quarter, and the first payment shall be made before January 1 of the year in which the budget takes effect. A payment is delinquent if not paid on the date it is due. A delinquent payment incurs a penalty of 5 percent of the amount of the payment and accrues interest at an annual rate of 10 percent. If the budget is amended, any change in the amount of a unit's allocation is apportioned among the payments remaining." 1st Quarter due by December 31, 2021 i $ 500.50 2"d Quarter due by March 31, 2022 $ 500.50 3rd Quarter due by June 30, 2022 1 $ 500.50 4th Quarter due by September 30, 2022 1 $ 500.50 Total Allocation 1 $2,002.00 r r LI4 11+r 1 I I-4kc.:. d t`i MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 8/31/22 MAINTENANCE & OPERATING LESS PENALTIES & CORRECTION TAX YEAR M & 0 RATE PERCENTAGE COLLECTIONS INTEREST ROLLS LESS REVERSALS 2021 0.170000 34% $1,497.71 $0.00 $0.00 $0.00 20201 0.500000 100% $0.00 $0.00 $0.00 $0.00 2019 0.500000 100% $0.00 $0.00 $0.00 $0.00 2018 0.500000 100% $0.00 $0.00 $0.00 $0.00 2017 0.500000 100% $0.00 SO 00 $0.00 $0.00 EXPENSES FOR THE MONTH DATE: 9.01.22 PAID CHECK# l i "hi, B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 TRANSFER $509.22 $0.00 $0.00 $0.00 $0.00 LESS $0.-- 0.00 $0.00 $509.22' 1 Jurisdiction: MD2 ROCK PRAIRIE MANAGEMENT DISTRICT NO 2 Deposits Report For Dates 8/1/2022 thru 8/31/2022 Page 1 8/31/2022 9:34 AM Bank Deposit Date Deposit No Ck/Cash CC WACH Deposit Amount WELLS FARGO BANK 8/15/2022 2022036 2 0 0 1,823.48 8/16/2022 2022037 0 1 0 297.08 Total Deposits 2 2 1 0 2.120.56 GL Account Summary Taxes Paid P&I Paid Coll Fee Paid 2021 Total Report 1,497.71 1,497.71 269.43 269.43 353.42 353.42 2,120.56 2,120.56 aL q,oi-o-D-_ e/k-- Report Prepared by B&A Municipal Tax www. bamunitax.com invoice Date Invoice # MUNICIPAL TAX SERVICE, LLC 9/1/2022 MD2-158 Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Description Unit Count Rate Amount Avik Bonnerjee, RTA - Tax Assessor Collector Fee September 662.00 662.00 2022. 2021 Additional Unit Count Invoiced 2022 173 0.90 155.70 Thank you for your business. Total iqD e4-- 117g $817.70 13333 Northwest Freeway, Suite 620 ■ Houston, TX 77040 ■ PH:713-900-2680 �+ www.bamunitax com MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Invoice Date Invoice # 9/1/2022 MD2-159 Description Unit Count Rate Amount Copies 337 0.20 67.40 Postage, Mailing, and Handling (2) 1.58 1.58 Roll Update & Processing (June & July Rolls) 0.5 75.00 37.50 Records Retention 1.20 1.20 Preparation of Delq. Atty. Electronic Files 15.00 I5.00 Preparing Developer Reimbursement for 2022 Bond Issue 1.5 140.00 210.00 Estimate of Value as of August 1, 2022 450.00 450.00 Certificate of Value dated August 23, 2022 175.00 175.00 Thank you for your business. ITotal $957.68 13333 Northwest Freeway, Suite 620 • Houston, TX 77040 • PH:713-900-2680 • www.bamunitax.com ?L'?D-a - 1 � Jurisdiction: MD2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Delinquent Tax Roll As of 8/31/2022 Page 1 8/31/2022 9:35 AM Account No/Name/Address 00090100040063 GEVA URI 2809 BROTHERS BLVD COLLEGE STATION, TX 77845-5712 Year Stmt Date Delq Date Code 2021 10/16/2021 211/2022 41380020170220 CONTINENTAL HOMES OF TEXAS LP 3515 SW H K DODGEN LOOP TEMPLE, TX 76502-1021 Year Stmt Date DeiQ Date Code 2021 10/18/2021 2/1 /2022 Cad No/Property Descr. 000000402114 Acreage 0 11500 A000901, THOMAS CARRUTHERS (ICL), TRACT 4 63, 0.115 ACRES Over 65 Veteran Installment Code No No N Due ALA, 2022 Due Sec, 2022 Due Oct, 2022 Taxes Penalties Payments Del. P&1 Due Del_ P&I Due Del. P&1 Due 12.42 0.00 0.00 5.32 17.74 5.46 17.88 5.82 18.04 000000427458 MIDTOWN RESERVE PH 200, BLOCK 17, LOT 22 AMISTAD LOOP Taxes Penalties Payments 134.76 0.00 0.00 Jurisdiction Totals (excludes Rollback Accounts), Year Tax Lew Base Taxes Due Penalties Due 2017 19,962.78 0.00 0.00 2018 49,461.25 2019 73,299.93 2020 117,666.69 2021 216,956.04 Over 65 Veteran Installment Code No No N Due Auq, 2022 Due Seo, 2022 Due Oct. 2022 Del. P&! Due Del. P&L Due Del. P&I Due. 57.67 192.43 59.29 194.05 60.91 195.67 Del. P&I Due Attv Fee Due Escrow Amt Total Due Count 0.00 0.00 0.00 0.00 0 0.00 0 00 0.00 0.00 0.00 0.00 0 0.00 0 00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0 147 18 0.00 27.96 35.03 0 00 210.17 2 147.18 000 2796 35.03 000 210.17 2 Jurisdiction Rollback Accounts Totals Year Tax Levy Base Taxes Due 2017 5,306.29 0.00 2018 5.305.09 0.00 0.00 Penalties Due Del. P&I Due Attv Fee Due Escrow Amt Total Due Count 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0 0.00 0 00 0.00 0.00 0.00 0 % Collected 100.00% 100.00% 100.00% 100.00% 99 93% 100.00% 100.00% Report Prepared by B8A Municipal Tax www.bamunitax com EXHIBIT "H" 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 authorizing the issuance of such bonds authorizes 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 2022, based on the District's tax rolls for 2022, 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 $0.38 on each $100 of assessed valuation of taxable property within the District, for the tax year 2022, 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 $0.12 on each $100 of assessed valuation of taxable property within the District for the tax year 2022, 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, 2023. All taxes not paid before February 1, 2023, 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 order authorizing the issuance of the Road Bonds. 499236-9 PASSED AND ADOPTED this the 8th day of September, 2022. ATTEST: - Secretary,/ Bo d of Directors ,\lltttll l I I itfil& i a, •F • d• .•. .sz- J�• .....:: \` itturnttt -2- President, Board of Directors 499236-7 EXHIBIT "I" EHRA ENGINEERING THE FUTURE SINCE 1936 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ENGINEERING REPORT SEPTEMBER 2022 11. 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 District. 1. Status of design of Lakeway Drive Reserve, Phase 200 Board Action: None. b. Authorize the award of/or concurrence in award of contracts for the construction of facilities within the District, authorizing acceptance of Texas Ethics Commissions ('TEC") Form 1295, and approval of any storm water permits. Board Action: None. c. Status of construction of facilities to serve land within the District, including the approval of any pay estimates and change orders and authorize acceptance of TEC Form 1295, including: 1. Midtown Reserve, Phase 106 by Greens Prairie Investors, Ltd. Contractor Greens Prairie Investors, Ltd. Contract Days 160 days Approved Extensions 0 days Contract Completion Date Contract Bid Amount Total Contract Amount Pay Request No. 1 & Final Total Pay Requests Remaining on Contract $684,947.80 $684,947.80 S684.947.80 S684,947.80 Date Annroved Comment For Approval $0.00 0.00° 0 of Contract Remaining Board Action: Approve Pay Request No. 1 and Final. EHRA Engineering 110011 Meadowglen Lane 1 Houston, Texas 77042 11713.784.4500 I f 713.784.4577 • �,' ! I. lk I 1 I, i? EHRAinc ,m Rock Prairie Management District No. 2 September 2022 Page 2 2. Midtown Reserve, Phase 107 by Greens Prairie Investors, Ltd. Contractor Contract Days Approved Extensions Contract Completion Date Greens Prairie Investors, Ltd. 120 0 Contract Bid Amount $728,238.70 Total Contract Amount $728,238.70 Pay Request No. 1 $332,092.92 Pay Request No. 2 $16,173.00 Total Pay Requests $348,265.92 Remaining on Contract Board Action: None. days days Date Approved Comment 8/11/2022 8/11/2022 $379,972.78 52.18% of Contract Remaining 3. Midtown Subdivision, Phase 109 and 112 by Greens Prairie Investors, Ltd. Contractor Contract Days Approved Extensions Contract Completion Date Greens Prairie Investors, Ltd. 150 0 Contract Bid Amount 82.192.937.50 Total Contract Amount $2,192,937.50 Total Pay Requests $0.00 Remaining on Contract $2,192,937.50 Board Action: None. days days Date Approved Comment 100.00(ib of Contract Remaining EHRA EHRA Engineering 110011 Meadowglen Lane I Houston, Texas 77042 I t 713.784.4500 I (713.784.4577 ENGINEERING THE FUTURE SIN E 936 Rock Prairie Management District No. 2 September 2022 Page 3 4. Midtown City Center, Phase 404A by Terra Bella Construction, LLC. Contractor Terra Bella Construction, LLC. Contract Days 140 days Approved Extensions 0 days Contract Completion Date Contract Bid Amount $702,036.70 Total Contract Amount $702,036.70 Total Pay Requests $0.00 Remaining on Contract Board Action: None. Date Anntoved Comment $702,036.70 100.00% of Contract Remaining d. Acceptance of site and/or easement conveyances for facilities to be constructed for the District and acceptance of facilities for operation and maintenance purposes. 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 I f 713.784.4577 ENGINEERING THE FUTURE SINCE 1936