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HomeMy WebLinkAbout10/13/2022 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS October 13, 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 October 13, 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 Directors Geva and Lee, 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"); Anthea Moran of Masterson Advisors LLC ("Masterson"); and Christina Cole of Schwartz, Page & Harding, L.L.P. ("SPH"). The Vice President called the meeting to order and declared same open for such business as might properly come before it. Ms. Cole informed the participants that, in accordance with the requirements of the City's Resolution No. 07-09-15-02 consenting to the creation of the District, the meeting would be recorded, and requested that participants speak clearly, including when making or seconding a motion. PUBLIC COMMENTS The Board began by opening the meeting for public comments. There were no comments from members of the public. APPROVAL OF MINUTES The Board next considered approval of the minutes of its meeting held on September 8, 2022. After review and discussion, Director Glover moved that the minutes for said Board meeting be approved, as written. Director Lindemulder seconded said motion, which unanimously carried. STATUS OF $2,500,000 UNLIMITED TAX ROAD BONDS, SERIES 2022 (the "Bonds") Ms. Cole reported that the Bonds have received the approval of the Attorney General of Texas, and the closing for the Bonds is scheduled for October 14, 2022. Ms. Cole noted that the Board approved the draft reimbursement audit presented at the September 8, 2022 Board meeting, subject to final review by the Board and consultants in connection with the payment of funds to the developers out of Bond proceeds. Ms. Cole advised the Board that FORVIS, LLP ("FORVIS") has incorporated the comments provided by the Board and consultants and she presented said reimbursement audit to the Board, a copy of which is attached hereto as Exhibit A. BOOKKEEPING REPORT Mr. LaConti presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit B, including checks presented therein for payment. Following review and discussion, Director Glover moved that the Bookkeeping Report be approved and the checks presented therein be approved for payment. Director Lindemulder seconded the motion, which unanimously carried. ANNUAL REVIEW OF ORDER ESTABLISHING POLICY FOR INVESTMENT OF. DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER The Board considered the review of its Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Investment Policy"), and the adoption of a Resolution in connection therewith. Ms. Cole discussed the proposed amendments to the Investment Policy and presented for the Board's review an amended Investment Policy and a Resolution Regarding Review of Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Resolution"). Following discussion, Director Glover moved that the amended Investment Policy be approved to reflect the proposed changes, that the Board adopt the Resolution and that the Vice President and Secretary be authorized to execute the Investment Policy and the Resolution on behalf of the Board and the District. Director Lindemulder seconded said motion, which unanimously carried. The Resolution and Investment Policy are attached hereto as Exhibit C. TAX ASSESSORICOLLECTOR'S REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor -Collector Reports for the month ending September 30, 2022, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit D. After discussion, Director Glover moved that the Tax Assessor -Collector Report be approved and that the checks identified therein be approved for payment. Director Lindemulder seconded said motion, which unanimously carried. ENGINEERING REPORT Mr. Campbell presented to and reviewed with the Board an Engineering Report dated October 2022, a copy of which is attached hereto as Exhibit E. Following discussion, Director Lindemulder moved to (i) accept and authorize the Vice President to execute a Conveyance and -2- 654431 Bill of Sale of Utility Facilities from College Station Downtown Residential, LLC, relative to water, sanitary sewer and drainage facilities to service Midtown Reserve Phase 106, and (ii) authorize the Vice President to execute an application to the City of College Station for water connection to irrigate the District's recreational facilities. Director Kerbel seconded the motion, which unanimously carried. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. ATTORNEY'S REPORT The Board considered the Attorney's Report. Ms. Cole advised that the Board would not meet in November or December, and that the next meeting of the Board will be held on the regular meeting date of January 12, 2023. FUTURE AGENDA ITEMS Ms. Cole advised that an item will likely be placed on the agenda for the January 12, 2023 meeting to consider engagement of FORVIS to prepare an audit of payments to the developers out of surplus road construction funds remaining after closing of the Bonds. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Glover seconded by Director Lindemulder, and unanimously carried, the meeting was adjourned. 3 654431 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of October 13, 2022 Exhibit A Reimbursement Audit Exhibit B Bookkeeping Report Exhibit C Resolution Regarding Annual Review and Order Establishing Policy for Investment of District Funds and Appointing Investment Officer Exhibit D Tax Assessor -Collector Report Exhibit E Engineering Report -4 654431 EXHIBIT "A" 1r f a or. • • ■ As F - ■ I• - • - Hi f 1r • $- ; • 7 - - • i • ■ ■ _ - 1 - - a • • - - • • • - • 1 • DRAFT 10/12/22 Rock Prairie Management District No. 2 Independent Accountant's Report on Applying Agreed -upon Procedures on Amounts Reimbursable to Developers October 13, 2022 DRAFT 10/12/22 Independent Accountant's Report on Applying Agreed -upon Procedures Board of Directors Rock Prairie Management District No. 2 Brazos County, Texas We have performed the procedures enumerated below, with respect to the statements submitted by College Station Town Center, Inc. and College Station Downtown Residential, LLC (the developers) for costs paid or incurred on behalf of Rock Prairie Management District No. 2 (the District). The District is responsible for amounts reimbursable to the developers. The District has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting in verifying the amounts reimbursable from the proceeds of the District's 82,500,000 Unlimited Tax Road Bonds, Series 2022. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of this report and may not meet the needs of all users of this report, and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Our procedures were as follows: A. We vouched copies of checks, invoices and other relevant documents supporting amounts requested for reimbursement by the developers. B. We recalculated interest due to be paid to the developers in accordance with Rule 30 TAC, Section 293.50, of the Texas Conunission on Environmental Quality (the Commission). Interest was calculated from the dates of payment through five years after payment on construction contracts and related costs or October 14, 2022, for items reimbursed from bond proceeds. C. The net effective rate used in computing interest on amounts paid from this bond issue was taken from the Official Bid Form dated September 8, 2022. D. The Cost Summary was read to determine that funds had been provided in the bond issue for the amounts requested. E. Estimates of costs remaining to be incurred were obtained through discussion with the District's other consultants. The results of our procedures are presented in the accompanying schedules. Schedules A through A-2 detail amounts reimbursable to the developers from bond proceeds. Schedule B presents a comparison of actual costs with costs as approved by the District. DRAFT 10/12/22 Board of Directors Rock Prairie Management District No. 2 Page 2 We were engaged by the District to perform this agreed -upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, as required by Rule 30 TAC, Section 293.70, of the Commission "Audit of Payments to Developers." We were not engaged to, and did not, conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the statements submitted by the developers for costs paid or incurred on behalf of the District. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We are required to be independent of the District and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed -upon procedures engagement. This report is intended solely for the information and use of the specified parties listed and is not intended to be, and should not be, used by anyone other than these specified parties. Houston, Texas October 13, 2022 Rock Prairie Management District No. 2 Recapitulation of Amounts Reimbursable to Developers Schedule A October 13, 2022 Payee College Station Town Center, Inc. Amounts Reimbursable Interest Brazos Paving, Inc. $ 1,215,647.89 $ 182,496.06 Green Prairie Investors, Ltd. Green Prairie Investors, Ltd. Schultz Engineering, LLC Terracon Consultants, Inc. Total reimbursable amounts Total amounts reimbursable to developers $ 1,215,647.89 $ 182,496.06 $ 1,398,143.95 DRAFT 1 O/12/22 College Station Downtown Residential, LLC Amounts Reimbursable $ Interest 233,991.00 34,816.78 339,936.51 42,545.33 41,769.16 8,179.01 13,343.63 1,943.79 $ 629,040.30 $ 87,484.91 $ 716,525.21 Totals Amounts Reimbursable S 1,215,647.89 $ 233,991.00 339,936.51 41,769.16 13,343.63 $ 1,844,688.19 $ Interest 182,496.06 34,816.78 42,545.33 8,179.01 1,943.79 269,980.97 2,114,669.16 DRAFT 10/12/22 Rock Prairie Management District No. 2 Recapitulation of Amounts Reimbursable to Developer Schedule A-1 College Station Town Center, Inc. October 13, 2022 Brazos Paving, Inc. Construction of Bird Pond Road Less Change Order No. 3 Less utility and developer items Less amount previously reimbursed Interest accrued at 4.747405% % Complete Date Complete Amounts Reimbursable DRAFT 10/ 12/22 100% $ 4,579,032.48 01/20 (32.800.00) 4.546.232.48 (1.548.333.85) 2.997.898.63 (1,782 250.74) $ 1,215,647.89 182,496.06 Total amounts reimbursable to developer $ 1,398,143.95 Rock Prairie Management District No. 2 Recapitulation of Amounts Reimbursable to Developer Schedule A-2 College Station Downtown Residential, LLC October 13, 2022 Green Prairie Investors, Ltd. Construction of water, sewer, drainage and paving improvements to serve Midtown Reserve Subdivision, Phase 100 Less developer items Less utility items Less unverified amount Interest accrued at 4.747405% Green Prairie Investors, Ltd. Construction of water, sewer, drainage and paving improvements to serve Midtown Reserve Subdivision, Phase 102 Less developer items Less utility items Less amount to be paid in future Interest accrued at 4.747405% Schultz Engineering, LLC District's share of engineering fees related to: Midtown Reserve Subdivision, Phase 100 Midtown Reserve Subdivision, Phase 102 Interest accrued at 4.747405% Terracon Consultants. Inc. District's share of materials testing fecs related to: Midtown Reserve Subdivision, Phase 100 Midtown Reserve Subdivision, Phase 102 Interest accrued at 4.747405% Total amounts reimbursable to developer % Complete Date Complete 99% 08/19 100% 11/19 DRAFT 1 0/1 2/22 Amounts Reimbursable $ 504,433.00 (86,344.50) (179,597.50) 23 8.491.00 (4,500.00) $ 233,991.00 915,038.75 (163,845.00) (381,697.54) 369,496.21 (29,559.70) 19,570.25 22.198.91 5,613.39 7,730.24 34,816.78 339,936.51 42,545.33 41,769.16 8,179.01 13,343.63 1.943.79 $ 716,525.21 Rock Prairie Management District No. 2 Comparison of Actual Costs With Cost Summary as Approved by the District Schedule B October 13, 2022 Amounts Amounts Paid Reimbursable Previously to Developers by District Construction Costs Developer contribution items: Bird Pond Road $ 1,215,648 $ Midtown Reserve Phase 100 233,991 Midtown Reserve Phase 102 339,937 Engineering and geotechnical 55,112 Total construction costs 1.844,688 Nonconstruction Costs Legal fees Financial advisor fees Capitalized interest Developer interest Bond discount Bond issuance costs Attorney General fees Total nonconstruction costs Total bond issue 269,981 269,981 $ 2,114,669 $ DRAFT 10/12/22 DRAFT 10/12/22 Total Actual Cost Variance - Amounts Projected and Summary Actual Paid Amounts Estimated Total Over (Under) $ 1,215,648 $ $ 1,215,648 $ 1,215,648 $ 233,991 2,517 236,508 236,508 339,937 339,937 339,937 55,112 55,112 47,704 7,408 1,844,688 2,517 1,847,205 1,839,797 7.408 - 72,500 72,500 72,500 50,000 50,000 50,000 - 120,625 120,625 125,000 (4,375) 269,981 - 269,981 291,764 (21,783) 69,435 69,435 75,000 (5,565) 43,439 43,439 43,439 2,500 2,500 2,500 269.981 358,499 628,480 660,203 (31.723) $ 2,114,669 $ 361,016 S 2,475,685 S 2,500,000 $ (24,315) EXHIBIT "B" ■s s a • ■ ■ In I• - -- -a - _ ■ _ _ -•a_ 1 ■ - a a 1 - — Ant, RI ■ • a 1 I IL I r 1 II • a - - I - - - 1 I -= - --1 -. _ = - - - a L _11 - a i i 1 V. i -� - - 1 • - 1 - a 1 _ ■ I = - = i : 1 • 1 I7 II 1 1 a' r_ r i 01 1 a MS - i •G ■ _ • F • r • =slar -i 1 - _ w= C; I -1 I- I - a ■ 1 I - • 1 - 1 -i1 - I J a - !' - — . 1 • - - — i mf- • _ s ■. • -• t ^F I r- ■1� - f# 1•• • 5 • I - — - ■ • ■ ' I t i MUNICIPAL ACCOUNTS ., CONSULTING, L.P. i8-_, -• i rli Rock Prairie Management District No. 2 Bookkeeper's Report October 13, 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 October 13, 2022 Num BALANCE AS OF 09/09/2022 Receipts Maintenance Tax Collections Total Receipts Disbursements 2054 2055 2056 2057 2058 2059 2061 2062 Svc Chg Name B&A Municipal Tax Service EHRA Engineering Forvis Greener Images Municipal Accounts & Consulting, LP Schwartz, Page & Harding, L.L.P. Greener Images Greener Images Central Bank Total Disbursements BALANCE AS OF 10/13/2022 CENTRAL BANK - CHECKING - #XXXX6508 Memo SB2 Compliance Engineering Fees - 5/22, 8/22-9/22 Audit Fee Mowing Bookkeeping Fees Legal Fees Mowing -10/22 Mowing - 11/22 Service Charge Amount 509.22 (250.00) (9,226.03) (10,600.00) (8,775.07) (3,389.05) (9,913.30) 0.00 0.00 (60.00) Balance $26,189.42 509.22 (42,213.45) ($15,514.81) 1 Rock Prairie MD No. 2 - GOF Cash Flow Report - Checking Account As of October 14, 2022 Num BALANCE AS OF 10/14/2022 Name Receipts Wire Transfer - From Capital Projects Total Receipts Disbursements 2051 B&A Municipal Tax Service 2052 Forvis 2053 Municipal Accounts & Consulting, LP 2060 Forvis Total Disbursements BALANCE AS OF 10/14/2022 CENTRAL BANK - CHECKING - #XXXX6508 Series 2022 Road - Series 2022 Road - Series 2022 Road Series 2022 Road Memo Bond Issuance Costs Bond Issuance Costs - Bond Issuance Costs - Bond Issuance Costs Amount 14,050.00 (1,200.00) (4,900.00) (3,250.00) (2,200.00) Balance ($12,794.81) 14,050.00 (11,550.00) ($10,294.81) 2 Num BALANCE AS OF 10/14/2022 Receipts Series 2022 Road Total Receipts Disbursements Wire Wire Wire Wire Wire Rock Prairie MD No. 2 - CPF Cash Flow Report - Time Deposits Account As of October 14, 2022 Name Memo College Station Downtown Residential, LLC College Station Town Center, Inc. Masterson Advisors, LLC Schwartz, Page & Harding, L.L.P. Rock Prairie MD No. 2 - GOF Total Disbursements BALANCE AS OF 10/14/2022 TEXAS CLASS - #XXXX0003 Series 2022 Road - Developer Reimbursemnt Series 2022 Road - Developer Reimbursement Series 2022 Road - Bond Issuance Costs Series 2022 Road - Legal Fees Wire Transfer - To Operating Checking Amount 2,309,190.45 (716,525.21) (1,398,143.95) (53,856.17) (72,814.00) (14,050.00) Balance $0.00 2,309,190.45 (2,255,389.33) $53,801.12 3 Financial Institution (Acct Number) Fund: Operating Checking Account(s) CENTRAL BANK - CHECKING (X6508) Fund: Capital Projects Checking Account(s) TEXAS CLASS (XXXX0003) Rock Prairie Management District No. 2 Account Balances As of October 13, 2022 Issue Maturity Interest Date Date Rate 0.00 % Account Balance (15,514.81) Checking Account Totals for Operating Fund: ($15,514.81) 0.00 % Totals for Capital Projects Fund: Fund: Debt Service Money Market Funds TEXAS CLASS ()0XXX0001) 04/06/2021 3.20 % Totals for Debt Service Fund: Grand total for Rock Prairie Management District No. 2: 0.00 Time Deposits $.00 24,097.96 Road $24,097.96 $8,583.15 Notes Rock Prairie MD No. 2 - GOF Actual vs. Budget Comparison September 2022 September 2022 June 2022 - September 2022 Annual Actual Budget Over/(Under) Actual Budget Over/(Under) Budget Revenues 14100 Developer Advance 44,000 12,120 31,880 84,000 48,480 35,520 145,440 14350 Maintenance Tax Collections 509 0 509 4,533 0 4,533 75,700 Total Revenues 44,509 12,120 32,389 88,533 48,480 40,053 221,140 Expenditures 16330 Legal Fees 9,564 5,000 4,564 25,721 20,000 5,721 60,000 16340 Auditing Fees 10,600 13,500 (2,900) 10,600 13,500 (2,900) 13,500 16350 Engineering Fees 2,280 2,500 (220) 14,885 10,000 4,885 30,000 16430 Bookkeeping Fees 3,235 2,917 319 9,404 11,667 (2,262) 35,000 16450 Legal Notices & Other Publ. 0 0 0 0 0 0 1,000 16455 SB 2 Expenses 250 208 42 750 833 (83) 2,500 16460 Printing & Office Supplies 272 104 167 680 417 264 1,250 16470 Filing Fees 0 108 (108) 0 433 (433) 1,300 16480 Delivery Expense 0 42 (42) 59 167 (107) 500 16510 Mowing - Parks 6,029 5,853 176 36,651 23,410 13,241 70,230 16520 Postage 38 5 33 46 20 26 60 16530 Insurance & Surety Bond 0 0 0 0 0 0 3,500 16540 Travel Expense 182 83 99 512 333 179 1,000 16551 Bank Fees 60 42 18 100 167 (67) 500 16560 Miscellaneous Expense 11 67 (56) 124 267 (142) 800 Total Expenditures 32,521 30,428 2,093 99,534 81,213 18,320 221,140 Excess Revenues (Expenditures) $11,988 ($18,308) $30,296 ($11,000) ($32,733) $21,733 $0 5 Rock Prairie MD No. 2 - GOF Balance Sheet As of September 30, 2022 ASSETS Current Assets Checking/Savings 11101 • Cash in Bank Total Checking/Savings Other Current Assets 11520 • Maintenance Tax Receivable 11740 • Due From Construction 11750 • Due From Tax Account Total Other Current Assets Total Current Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 12000 • Accounts Payable Total Accounts Payable Other Current Liabilities 12760 • Due to Debt Service 12800 • Deferred Inflows Sep 30, 22 26,639 26,639 1,494 14,050 (9,678) 5,866 32,505 32,505 53,453 53,453 5,000 1,494 Total Other Current Liabilities 6,494 Total Current Liabilities 59,948 Total Liabilities 59,948 Equity 13010 • Unallocated Fund Balance Net Income (16,443) (11 ,000) Total Equity (27,443) TOTAL LIABILITIES & EQUITY 32,505 6 Paying Agent Rock Prairie Management District No. 2 District Debt Service Payments 10/01/2022 - 12/31/2023 Series Date Due Date Paid Principal Interest Total Due Debt Service Payment Due 03/01/2023 Bank of New York 2021 - Road 03/01/2023 0.00 31,201.25 31,201.25 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 $65,000.00 $62,402.50 $127,402.50 7 EXHIBIT "C" I ■ J1 • • � _ u •- _ — = AA% i !E I 1 _ _ — 1 r • - 1 1 IL ■ 1 4.4 1 1 � NZ = _ II E 1 E i dr -1 £'': -;:_I 1 u _ _! I - 1 I u 1 ! • 6� - - - •_ -- I ` - L 1 = i 1 11 - = L - 1 II . >Ili - ! _ a - - _ j 1_ II I L• 1- I II - _ i_ 1 9 ii i _ 1 1 e - 1 _ ■ 1 - L ■ =- - 1 1 - = 1 uul I .'m _ ■ -- - I _1 =1 I I '_, I I I _ ' I _ 1 I - 1 II - 1 1 1 1T-- — 4 - r r - _ I= {M 1 1 �i! .'_ L-.t f II I - 1 1 e 1 I I 1_ I i I -- -1 1 _ 1 1 1 = 1 I _= 1 Al V? 5 . r= - __ i I s ■� _ r! 1 �� 1 �� s - r—-•%C:. 2a- 4* . i _• .- 1 4M � ■■ _ - 1 - •• - I ■ ■i s i (el- ..— ■ s Is s • a• 5- I,• • ■ L ■ — ■ i aara ■-0 - �s — — R_• sa — -E a ■ _ 1 - A ■ . - 1 I - _ 1 ■ J 1- • 1 ■ ! RESOLUTION REGARDING REVIEW OF ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER WHEREAS, Rock Prairie Management District No. 2 ("District"), adopted its Order Establishing Policy For Investment of District Funds and Appointing Investment Officer, dated August 12, 2021 ("Order"), pursuant to Chapter 2256, Texas Government Code and Section 375.096(4), Texas Local Government Code; and WHEREAS, Chapter 2256, Texas Government Code, requires the District to perform an annual review of its investment policy and investment strategies included within the Order; and WHEREAS, the District has, on the date hereof, performed said review. NOW, THEREFORE, IT IS HEREBY RESOLVED by the Board of Directors of Rock Prairie Management District No. 2, that the policies, procedures, provisions and investment strategies set forth in the Order are hereby revoked and the attached Order Establishing Policy For Investment of District Funds and Appointing Investment Officer be adopted. PASSED AND ADOPTED ON THIS 13th day of October, 2022. ATTEST: By: Secretary, }3 1of Directors oitin1HHlNi1i.._ ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: Vice? r sident, Bd pf Directors 456036_9 ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER, WHEREAS, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District") is a body politic and corporate and a governmental agency of the State of Texas, operating under and governed by the provisions of Chapter 3909, Texas Special District Local Laws Code, and Sections 52 and 52-a of Article III and Section 59 of Article XVI of the Texas Constitution; and WHEREAS, Chapter 2256, Texas Government Code (sometimes referred to herein as the "Public Funds Investment Act"), and Section 375.096(4), Texas Local Government Code, require that the Board of Directors of the District adopt rules, regulations and policies governing the investment of District funds and designate one or more of its officers or employees to be responsible for the investment of such funds. NOW, THEREFORE, IT IS ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT the policies, procedures and provisions set forth herein be and are hereby ADOPTED, and that any order, and every amendment thereto, heretofore adopted by the Board of Directors establishing policies for the investment of District funds and appointing an investment officer shall be and are hereby revoked and superseded effective as of October 13, 2022, the effective date of this Order. Section 1. Purpose. The purpose of this Order Establishing Policy for Investment of District Funds and Appointing Investment Officer (the "Investment Policy") is to adopt rules and regulations which set forth the District's policies with regard to the investment and security of District funds or funds under the District's control. It is further the purpose of this Investment Policy to ensure that purchases and sales of District investments are initiated by authorized individuals, conform to investment objectives and regulations, and are properly documented and approved, and to provide for the periodic review of District investments to evaluate investment performance and security, all as required by applicable law. Section 2. Appointment of Investment Officer; Standard of Care. Mark M. Burton and Ghia Lewis of Municipal Accounts & Consulting, L.P., the District's bookkeeper, shall be and are each hereby individually designated the Investment Officer of the District, responsible for the supervision of investment of District funds pursuant to this Investment Policy. In the administration of their duties hereunder, the District's Investment Officer shall exercise the judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of his or her own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived; however, the District's Board of Directors shall retain ultimate responsibility as fiduciaries of the District's assets. The District's Board of Directors, Tax Assessor -Collector, Financial Advisor and other consultants shall be authorized to assist the Investment Officer in the carrying out of the duties of Investment Officer. Section 3. Appointment of Investment Officer and Tax Assessor -Collector for Investment of District Funds. Pursuant to Section 49.157(b), Texas Water Code, the Board of Directors hereby designates the District's Investment Officer as the authorized representative of the District to (a) invest and reinvest the funds of the District; (b) withdraw District funds from appropriate accounts of the District for the investment of same in accordance with the terms of this Investment Policy; and (c) arrange for adequate security for uninsured deposits or funds of the District pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit "B" or such other form that has been approved through formal action of the Board of Directors, and to execute said Agreement(s) and any documentation required in connection therewith on behalf of the District. To the extent that the District's Tax Assessor -Collector is required to perform any of the functions set forth in (a), (b) or (c) above, the Tax Assessor -Collector shall do so in accordance with the provisions of the Public Funds Investment Act and this Investment Policy, and under the supervision of and in consultation with the District's Investment Officer. Section 4. Authority and Duties of Investment Officer. The following rules shall apply to the District's Investment Officer: A. The Board of Directors hereby instructs the Investment Officer for the District to maintain the investments of the District in a manner consistent with the rules and regulations set forth in this Investment Policy and the Public Funds Investment Act, as amended, and such other laws and regulations applicable to the District. B. No persons, other than those designated in Section 3 above, may deposit, invest, transfer, withdraw or otherwise manage District funds without express written authority of the District's Board of Directors. C. The Investment Officer for the District shall invest and reinvest District funds only in those investments authorized under this Investment Policy or by the Board, and only in the name of and solely for the account of "Rock Prairie Management District No. 2." The Bookkeeper and Investment Officer for the District shall be authorized to wire transfer funds of the District only (1) for the purchase of investments solely in the name of " Rock Prairie Management District No. 2," (2) for the transfer of all or any portion of the principal of or interest earnings or profits or gains on any investment of the District to one or more previously authorized and established accounts of " Rock Prairie Management District No. 2," (3) for the transfer of District funds to any paying agent of the District for the payment of principal and semiannual interest payments on any outstanding bonds of the District and for the payment of paying agent fees relative to same, or (4) for other purposes, such as the payment of District bills, pursuant to a resolution or other express written instructions of the District's Board of Directors. D. The Investment Officer for the District shall, not later than the first anniversary of the date the Investment Officer takes office or assumes such duties, attend a training session of at least six (6) hours of instruction relating to the Investment Officer's responsibilities under the Public Funds Investment Act, as amended, from an independent source approved by the Board of Directors of the District or the Board's -2- 386299_9 Investment Committee, and thereafter shall attend at least four (4) hours of additional investment training within each two-year period that begins on the first day of the District's fiscal year and consists of the two consecutive fiscal years after that date. Such investment training must include education in investment controls, security risks, diversification of investment portfolio, strategy risks, market risks, and compliance with the provisions of the Public Funds Investment Act, as amended. E. Not less frequently than each fiscal quarter, the Investment Officer shall prepare and submit to the Board of Directors of the District a written report of investment transactions for all invested funds of the District for the preceding reporting period. Such report must (1) describe in detail the investment position of the District on the date of the report; (2) be prepared Investment Officer for the District; (3) be signed by the Investment Officer of the District; (4) contain a summary statement of each pooled fund group, if any has been created by the District, that states the beginning market value for the reporting period, ending market value for the period, and fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset of the District at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the current rating assigned to each investment, investment vehicle, or investment security by a nationally recognized investment rating firm, nationally recognized credit rating agency or nationally recognized rating service, as appropriate; (8) state the account or fund or pooled group fund, if the District has any, for which each individual investment was acquired; and (9) state the compliance of the District's investment portfolio as it relates to the investment strategy for each account of the District as set forth in this Investment Policy and relevant provisions of the Public Funds Investment Act, as amended. Such report must be presented to the Board of Directors of the District within a reasonable period of time after the end of each fiscal quarter. If the District invests in other than (i) money market mutual funds, (ii) investment pools, or (iii) accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, all of the type authorized under Section 6 of this Investment Policy, the reports prepared under this Section 4.E. shall be formally reviewed at least annually by an independent auditor, and the result of such review shall be reported to the District's Board of Directors by that auditor. F. In the event an investment or investment vehicle in which the District has placed funds, or the security therefor, is required to maintain a minimum rating pursuant to the Public Funds Investment Act fails to maintain the minimum required rating, the Investment Officer shall take all prudent measures consistent with this Order to liquidate the investment and reinvest such funds in a conforming investment, if appropriate. G. In the event District funds are invested or reinvested in Certificates of Deposit, the Investment Officer or Tax Assessor -Collector, as applicable, shall solicit bids from at least two (2) bidders, either orally, in writing, electronically or in any combination of those methods, for each such investment. -3- 386299_9 H. All purchases of investments, except investments in investment pools or in mutual funds, shall be made on a delivery versus payment basis. I. Not less frequently than each fiscal quarter, and as close as practicable to the end of such reporting period, the District's Investment Officer shall determine the market value of each District investment. Such market values shall be included in the written reports submitted to the District's Board of Directors pursuant to Section 4.E hereinabove. The following methods shall be used: (1) Certificates of deposit shall be valued at their face value plus any accrued but unpaid interest. (2) Shares in money market mutual funds and investment pools, if any, shall be valued at par plus any accrued but unpaid interest. (3) Other investment securities may be valued in any of the following ways: (a) the lower of two bids for such security obtained from qualified securities brokers/dealers with whom the District may engage in investment transactions; (b) the average of the bid and asked prices for such security as published in The Wall Street Journal or The New York Times: (c) the bid price for such security published by any nationally recognized security pricing service; or (d) the market value quoted by the seller of the security. J. A written copy of the District's Investment Policy must be presented to any business organization offering to engage in an investment transaction with the District. For purposes of this section J., the term "business organization" means an investment pool or an investment management firm under contract with the District to invest or manage the District's investment portfolio that has accepted authority from the District to exercise investment discretion in regard to the District's funds. The "qualified representative" of the business organization offering to engage in an investment transaction with the District shall execute a written instrument in a form acceptable to the District substantially to the effect that the business organization has received and reviewed the Investment Policy of the District and acknowledges that such business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the District and such organization or firm that are not authorized by the District's Investment Policy, except to the extent that such authorization is dependent on an analysis of the makeup of the District's entire investment portfolio, requires an interpretation of subjective investment standards, or relates to investment transactions of the District that are not made through accounts or other contractual arrangements over which the business organization has accepted discretionary -4- 386299_9 investment authority. The District's Investment Officer may not acquire or otherwise obtain any authorized investment described in Section 6 hereof from a business organization that has not delivered to the District the written statement acknowledging receipt of this Investment Policy in a form substantially similar to that attached hereto as Exhibit "A" (the "Certificate of Compliance"). For purposes of this Section 4.J., the "qualified representative" of a business organization offering to engage in an investment transaction with the District means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (1) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (3) for an investment pool, the person authorized to sign the written instrument on behalf of the investment pool by the elected official or board with authority to administer the activities of the investment pool. The "qualified representative" of an investment management firm under contract with the District for the investment and management of its public funds is a person who is an officer or principal of such firm. K. The Investment Officer for the District shall disclose in writing to the Board of Directors any (i) "personal business relationship" that they may have with a business organization offering to engage in an investment transaction with the District, or (ii) any relationship within the second degree by affinity or consanguinity, as determined by Chapter 573, Texas Government Code, as amended, to any individual seeking to sell an investment to the District. Any written disclosure statement filed with the Board of Directors by the Investment Officer pursuant to this section must also be filed with the Texas Ethics Commission. For purposes of this Section 4.K., the Investment Officer has a "personal business relationship" with a business organization if: (1) the Investment Officer owns ten percent (10%) or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; (2) funds received by the Investment Officer from the business organization exceed ten percent (10%) of the Investment Officer's gross income for the previous year; or (3) the Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for their personal account. L. In conjunction with the District's annual financial audit, a compliance audit of management controls on investments and adherence to this Investment Policy -5- 386299_9 must be performed. In connection with said compliance audit, the Board of Directors shall review on an annual basis this Investment Policy and its investment strategies. In connection with said annual review, the District's Board of Directors shall adopt a written resolution stating that it has reviewed this Investment Policy and the investment strategies set forth herein, and shall indicate in said resolution either the continuance of this Investment Policy without amendment or the changes made to the Investment Policy and/or the investment strategies herein. M. In addition to all other requirements set forth herein, the Investment Officer for the District shall invest and reinvest District funds in a manner consistent with and in compliance with applicable laws and regulations, including, without limitation, (i) Chapter 2270, Texas Government Code, relative to prohibition of investment or reinvestment of public funds in publically traded securities of scrutinized companies, as determined by the Texas State Comptroller, engaging in scrutinized business operations in the Sudan, Iran, or with a designated foreign terrorist organization, and (ii) Chapters 2271 and 2274, Texas Government Code, relative to prohibition of certain contracts unless they contain a written verification that the counterparty thereto does not and will not: (a) boycott energy companies, or (b) discriminate against a firearm entity or trade association. In the event an investment or investment vehicle in which the District has placed funds, or the security therefor, requires divestment in accordance with the requirements of Chapter 2270, Texas Government Code, the Investment Officer for the District shall sell, redeem, divest, or withdraw all publically traded securities of the company engaging in scrutinized business operations, all in accordance with Chapter 2270. N. Not later than December 31 of each year, the Investment Officer shall prepare and file on behalf of the District: (i) a publicly available report with the presiding officer of each chamber of the State Legislature and the State Attorney General identifying: (a) all investments sold, redeemed, divested, or withdrawn in compliance with Section 2270.0206, Texas Government Code; (b) all prohibited investments under Section 2270.0209, Texas Government Code; and (c) summarizing any changes made with respect to investments of the District exempted from divestment pursuant to Section 2270.0207, Texas Government Code; and (ii) a report with the United States presidential special envoy to Sudan that identifies investments in Sudan identified in the report filed with the State Legislature and Attorney General and any changes made under Section 2270.0207 related to those investments. Prior to December 31 of each year, the Investment Officer shall provide the District with a copy of both reports required by this subsection, along with evidence of filing same with the required entities. Section 5. General Investment Principles and Obiectives. All investments of District funds or funds under the District's control shall be made in accordance with the following general rules, regulations and policies: A. Any moneys in any fund of the District or in any fund established by the Board of Directors in connection with the authorization of the District's bonds, including, but not limited to, proceeds from the sale of such bonds, which funds are not required for the payment of obligations due or to become due immediately, shall be invested and reinvested, from time to time, only in the authorized investments specified in Section 6 -6- 386299_9 hereunder and in accordance with the order(s) of the District authorizing the issuance of said bonds; provided, however, that all such investments shall be secured in the manner provided for the security of the funds of municipal utility districts of the State of Texas (The Public Funds Collateral Act, Chapter 2257, Texas Government Code, as amended) or in such other manner as may be authorized by law from time to time and otherwise suitable for the District's needs. B. The policy of the District is to invest District funds only in instruments which further the following investment objectives of the District stated in order of importance: (1) preservation and safety of principal; (2) liquidity; and (3) yield. The District will continuously attempt to diversify its portfolio to reduce risks. The type, conditions and maturity date of District investments shall be consistent with the cash flow needs and operating requirements of the District, as determined from time to time by the Board of Directors, and consistent with the investment strategy for each District account as set forth in Section 7 hereunder; provided, however, that in no event shall the maximum allowable stated maturity of any individual investment owned by the District exceed two (2) years, unless otherwise specifically set forth in this Investment Policy. C. If invested in certificates of deposits, the District's funds shall be secured, to the extent that such funds are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, by the pledge to the District of certain types of securities, as determined in the sole discretion of the District, which under the laws of the State of Texas may be used to secure the deposits of municipal utility districts, pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit "B", the terms and conditions of which are incorporated herein by reference (the "Public Funds Depositor Collateral Security Agreement"). D. Securities pledged to the District shall be pledged pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement to be entered into by and between the District and the institution(s) pledging such securities. Securities pledged to the District shall either be deposited and held in safekeeping at the trust or safekeeping department of a commercial banking institution located in the State of Texas not affiliated with the pledging institution(s) or a federal home loan bank, or shall be held in a restricted securities account, joint safekeeping account or other similar account in a branch of the Federal Reserve Bank pursuant to any and all applicable regulations, operating circulars, bulletins and policies of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may exist now or hereafter be enacted, promulgated or issued by the Federal Reserve Bank. The District's Investment Officer and Tax Assessor -Collector shall, within the limits of business practicality and consistent with the Federal Deposit Insurance Corporation Statement of Policy dated March 23, 1993, (or any subsequent applicable Statement of Policy issued by the FDIC) relative to the securing of public funds, ensure that the District's uninsured funds are at all times secured as required by the Public Funds Collateral Act (Chapter 2257, Texas Government Code, as amended) and in the manner set forth in the Public Funds Depositor Collateral Security Agreement. The District's Investment Officer and -7- 386299_9 Tax Assessor -Collector are hereby authorized to execute Public Funds Depositor Collateral Security Agreements and any agreements, documents or forms required by the Federal Reserve Bank on behalf of the District, as and when required, and to approve the substitution of securities pledged to the District as collateral pursuant to and in the manner set forth in any Public Funds Depositor Collateral Security Agreement entered into by the District. E. The Board of Directors recognizes that, within the framework of the above rules, decisions must be made concerning the type and duration of each investment tran- saction, and that such decisions are best made by the person responsible for implementing the transaction, based upon the facts and circumstances prevailing at the time. As a guide to making such decisions, it is hereby declared the policy of the Board of Directors that priority should be given to proper security of the District's funds over maximizing the yield on investments. Furthermore, in cases where the rate of return on an investment security offered by competing banking institutions are substantially equivalent, the District's Investment Officer shall give preference to those investments and investment institutions offering the greatest degree of administrative convenience and proximity, flexibility of investment arrangements and/or similar intangible benefits and community goodwill. F. Except as herein provided, nothing herein shall be deemed or construed to authorize the withdrawal, expenditure or appropriation of funds of the District except by check or draft signed by three (3) members of the Board of Directors, or as otherwise provided by applicable statutes or the resolutions, rules, regulations, policies, orders or proceedings of the Board of Directors. Furthermore, the Board of Directors shall retain sole responsibility for establishing and implementing, from time to time, this Investment Policy, and all investment transactions to be undertaken by the District's Investment Officer pursuant to the Investment Policy shall be subject to the further or more specific directions, instructions, orders, resolutions or actions of the Board of Directors. Section 6. Authorized Investments. Subject to the limitations, restrictions and prohibitions set forth in Chapter 2270, Texas Government Code, the following categories of investment are authorized for investment of District funds: A. Obligations, including letters of credit, of the United States or its agencies and instrumentalities (including the Federal Home Loan Banks); B. Direct obligations of the State of Texas or its agencies and instrumentalities; C. Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas, or the United States or any of their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; -8- 386299 9 D. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; provided, however, the District shall not own or invest in any obligations which it has issued; E. Interest -bearing banking deposits that are: (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; or (2) placed through a broker with a main office or branch office located in the State of Texas that is included on the District's List of Qualified Brokers or deposited in a depository institution selected by the District with a main office or branch office located in the State of Texas, and: a. the broker or depository institution arranges for the deposit of the funds in banking deposits in one or more federally insured depository institutions, regardless of where located, for the District's account; b. the full amount of the principal and accrued interest of the banking deposit is insured by the United States or its agencies and instrumentalities; and c. the District appoints as its custodian of such banking deposits either: i, the depository institution with a main office or branch office located in the State of Texas at which the funds were initially placed by the District; ii. a custodian meeting the requirements of Section 2257.041(d), Texas Government Code; or iii. a clearing broker dealer registered with the Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3); F. (1) Certificates of deposit that are issued by a depository institution that has its main office or a branch office in the State of Texas that are: (i) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; -9- 386299_9 (ii) secured by obligations of the type described in Section 2256.010(a)(2), Texas Government Code, as amended, or (iii) secured in accordance with Chapter 2257, Texas Government Code, as amended, or in any other manner and amount provided by law for deposits of the District pursuant to a Public Funds Depositor Collateral Security Agreement approved and executed by the District; and (2) Certificates of deposit that are acquired in the manner described in Section 2256.010(b), Texas Government Code, as amended; provided, however, that each investment of District funds in the foregoing shall require specific prior approval by the Board of Directors; G. Commercial paper with a stated maturity of 365 days or fewer from the date of issuance which meets the requirements set forth in Section 2256.013, Texas Government Code, as amended; H. No-load money market mutual funds that: (1) are registered with and regulated by the Securities and Exchange Commission; (2) provide the District with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); (3) comply with federal Securities and Exchange Commission Rule 2a-7 (17 C.F.R. Section 270.2a-7), promulgated under the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 etseq.); I. Investment pools which meet the requirements set forth in Section 2256.016 and Section 2256.019, Texas Government Code, as amended. Section 7. Investment Strategies. District investments shall be made upon the evaluation of the specific investment objectives and strategies of each account of the District, with the primary objective for the selection of any District investment being the understanding of the suitability of such investment to the financial requirements of the District. The District's investment strategy for each of its accounts is as follows: A. Oneratin /General Account. The operating/general account is used for all operations and maintenance needs of the District and funds therein shall be invested to meet the operating and cash flow requirements of the District as determined by the District's Board of Directors. The highest priorities for this account are the liquidity and marketability of an investment if the need arises to liquidate the investment before its maturity. Of equal importance is the preservation and safety of the principal of -10- 386299_9 investments in the operating account. When these priorities are met, the yield on investments held in the operating/general account will next be considered. B. Debt Service/Bond Fund Account. The District's debt service/bond fund account is used to pay the District's debt service on its outstanding bonds. The highest priority for this account is the preservation and safety of principal. Since the District knows the amount of its debt service requirements and when it becomes due, investments for the debt service/bond fund account should be structured to coincide with the amount and timing of the debt service requirements. When the preservation and safety of principal and liquidity considerations for debt service purposes are assured, including the marketability of debt service/bond fund account investments in the event the need arises to liquidate an investment before its maturity, the yield on debt service/bond fund account investments should be considered. Since the amount of District funds in the debt service/bond fund account can be significant, diversification of the debt service/bond fund account investment portfolio may be necessary. The District may easily liquidate investments in an investment pool and therefore such investments may be appropriate in combination with longer term investments in the debt service/bond fund account. C. Capital Pro i ects/Construction Fund Account. The capital projects/construction fund account is used to pay for capital improvements of the District. The highest priority for this account is the preservation and safety of principal. In the event that funds held in the capital projects/construction fund account are for particular improvement projects that have been previously identified by the District's Board of Directors, the Board will have an idea of the approximate time when disbursements will be required to be made from this account. In this situation, investments in the capital projects/construction fund account should be structured so that they mature or can be liquidated on or about the dates that disbursements are expected to be made. Once the safety of principal and liquidity and marketability of capital projects/construction fund account investments which are to match certain disbursement dates are assured, the yield on such investments may be considered. Since District funds in the capital projects/construction fund account may not be needed for a year or more, longer term instruments should be considered to increase yield. However, if funds available in the District's capital projects/construction fund account are surplus construction funds from prior bond issues or interest earnings on such funds and are not earmarked for specific improvement projects, but rather viewed by the District's Board of Directors as an emergency reserve fund for major repairs or rehabilitation projects, investments in the capital projects/construction fund account, at least to the extent that they are for emergency reserve purposes, should be kept in relatively short term investments that can be easily marketed and liquidated if necessary, such as investment pools. Alternatively, bond proceeds that may be deposited in the District's capital projects/construction fund account for reimbursement to a developer and which may be in the capital projects/construction fund account for only one or two days, should be kept in the most liquid investment available. Investment diversification for large amounts of District funds that may be deposited into the capital projects/construction fund account for only one or two days may be achieved through the use of an investment pool. Since investment pools are short term in nature, they would normally be used for District funds -11- 386299_9 in this account only if the District knows that it will be dispersing funds in a relative short period of time. However, on some occasions the yield on investment pools is higher than on longer term investments, so their use may be optimal for funds in the capital projects/construction fund account. Section 8. Miscellaneous. A. In the event of any conflict or inconsistency between the terms of this Investment Policy and applicable requirements of law, such conflict or inconsistency will be resolved in favor of the more restrictive of this Investment Policy or the applicable requirements of law. In the event of any ambiguity or uncertainty as to the intent and application of any part, section, paragraph or provision hereof, a written request for clarification or approval of a proposed action describing such circumstances shall be submitted to the Board of Directors for a decision as to a proper course of action. B. The rules, regulations and policies set forth herein shall be and remain in full force and effect unless and until amended, revised, rescinded or repealed by action of the Board of Directors. The District's Board of Directors specifically reserves the right to change, alter or amend any provision of this Investment Policy at any time. C. The provisions of this Investment Policy are severable, and if any provision or part of this Investment Policy or the application thereof to any person or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Investment Policy and the application of such provision or part of this Investment Policy shall not be affected thereby. The President or Vice President is authorized to execute and the Secretary or Assistant Secretary to attest this Investment Policy on behalf of the Board and the District. PASSED AND ADOPTED this the 13th day of October, 2022. ATTEST: By: cre ry, B+`.. • of Directors %:4o o. 386299_9 -12- ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By. Vice I r sident, B f Directors EXHIBIT "A" CERTIFICATE OF COMPLIANCE FROM SELLERS OF INVESTMENTS AS REQUIRED BY THE PUBLIC FUNDS INVESTMENT ACT To: Rock Prairie Management District No. 2 (the "District") From: [Name of the person offering or the "qualified representative" of the business organization offering to engage in an investment transaction with the District or of the District's Investment Manager] [Title of such person] of (the "Business Organization") [Name of financial institution, business organization or investment pool] Date: , 20 In accordance with the provisions of the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, I hereby certify that: 1. I am an individual offering to enter into an investment transaction with the District or a "qualified representative" of the Business Organization offering to enter into an investment transaction with the District, as applicable, as such terms are used in the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended (the "Seller"), and that Seller meets all requirements under such Act to execute this Certificate. 2. The Business Organization is an investment pool or an investment management firm under contract with the District to invest or manage the District's investment portfolio that has accepted authority from the District to exercise investment discretion in regard to the District's funds. 3. Seller anticipates selling to the District investments that are authorized by the District's Order Establishing Policy for Investment of District Funds and Appointing Investment Officer, dated October 13, 2022 (the "Investment Policy") and the Public Funds Investment Act (collectively, the "Investments"). 4. I or a registered investment professional that services the District's account, as applicable, have received and reviewed the District's Investment Policy now in full force and effect. The District has further acknowledged that Seller may rely upon the Investment Policy until the District provides Seller with any amendments to or any newly adopted form of the Investment Policy. 5. Seller has implemented reasonable procedures and controls in an effort to preclude investment transactions between the District and Seller that are not authorized by the Investment Policy, except to the extent that this authorization is dependent upon an analysis of the District's entire portfolio, requires an interpretation of subjective investment standards, or relates to investment transactions of the District that are not made through accounts or other contractual arrangements over which the Business Organization has accepted discretionary investment authority. 6. Seller has reviewed or will review prior to sale, the terms, conditions and characteristics of the investments to be sold to the District and has determined or will determine, prior to sale, that (i) each of the Investments is an authorized investment for local governments under the Public Funds Investment Act and (ii) each of the Investments is an authorized investment under the District's Investment Policy. 7. Seller acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the District which may be deposited or invested with Seller are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the District's outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the holder(s) of the District's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the District's bonds and notes. Seller further acknowledges that the District may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the District's outstanding bonds and notes. 8. Seller will continuously maintain an executed copy of this Certificate of Compliance in its "deposit account records" (as defined in 12 C.F.R. §330.1(e)) for so long as Seller holds any funds of or within the custody of the District. -2- By: Name: Title: 386299_9 EXHIBIT "B" PUBLIC FUNDS DEPOSITOR COLLATERAL SECURITY AGREEMENT This Public Funds Depositor Collateral Security Agreement (this "Agreement") is made and entered into as of the day of , 20 by and between ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "Depositor") and ("Bank"), and any prior Agreement between Depositor and Bank relative to the subject matter hereof is hereby terminated as of the date first written above. RECITALS Depositor, through action of its Board of Directors, has designated Bank as a depository for Depositor's funds. Funds on deposit with Bank to the credit of Depositor in excess of federal deposit insurance are required to be secured by eligible security as provided for by the Public Funds Collateral Act, V.T.C.A. Government Code Section 2257.001 et seq. (the "Public Funds Law"). Depositor and Bank understand and acknowledge that the amount of Depositor's uninsured deposits in Bank may vary substantially from time to time; that under the circumstances permitted herein, the Bank may release, add to or substitute for the securities pledged by Bank from time to time to secure such uninsured deposits of Depositor; and that it is the intent of the parties that this Agreement be renewed and extended upon and at the time of each permitted release, addition or substitution of collateral securities and thereafter remain in force and effect for the full term thereof until terminated in the manner set forth herein. In order to perfect Depositor's security interest in eligible securities pledged by Bank from time to time to secure such uninsured deposits, the Board of Directors of the Bank (the "Bank Board") has authorized the undersigned Bank officer to enter into this Agreement on behalf of Bank under the terms of which Bank will [either (i) cause , a [state or national bank ], which has its main office or a branch office in Texas and which has been designated by the State Comptroller as a Texas State Depository to hold the collateral assets in a custody account as bailee for the benefit of Depositor, or (ii)] cause the Federal Reserve Bank or a federal home loan bank ("FHLB") to hold the collateral assets in a restricted securities account, joint safekeeping account or other similar account as custodian/bailee for the benefit of Depositor (such [bank or] FHLB or the Federal Reserve Bank, as the case may be, hereinafter called the "Custodian"). AGREEMENT Now, Therefore, in consideration of the mutual covenants in this Agreement, the parties agree as follows: 1. Grant of Security Interest. To secure the uninsured deposits maintained by Depositor with Bank from time to time, Bank hereby pledges and grants to Depositor a security interest in its Eligible Securities (as defined in the Public Funds Law) which are held, now or hereafter, by Custodian for the benefit of Depositor in accordance with the terms of this Agreement (the "Collateral"). At all times during the term of this Agreement, the Collateral shall consist solely of the following: general obligations of the United States of America or its agencies or instrumentalities backed by its full faith and credit; direct obligations of the State of Texas or Texas State agencies and instrumentalities; collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States of America, the underlying security for which is guaranteed by an agency or instrumentality of the United States of America; other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the State of Texas or the United States of America or their respective agencies and instrumentalities; obligations of states, agencies, counties, cities and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; fixed-rate collateralized mortgage obligations that have an expected weighted average life of 10 years or less and which do not constitute a high -risk mortgage security as defined in the Public Funds Law; floating-rate collateralized mortgage obligations that do not constitute a high -risk mortgage security as defined in the Public Funds Law; and letters of credit issued by a federal home loan bank. Bank shall cause Custodian to accept and hold the Collateral as bailee and/or custodian for Depositor to secure Bank's obligation to repay the deposits. 2. Receipts. The Collateral held by Custodian for the benefit of Depositor, as of the effective date of this Agreement, has been described on Trust Receipts (as defined in the Public Funds Law) issued by Custodian, copies of which Custodian has forwarded to Depositor, and such current Collateral is described on Exhibit "A" attached hereto and made a part hereof for all purposes. With respect to additional or substitute Collateral hereafter delivered by Bank to Custodian to hold for the benefit of Depositor, or any releases of securities previously held as Collateral ("Releases"), as contemplated by this Agreement, Bank shall cause Custodian to issue Trust Receipts or Releases describing such additional or substitute Collateral or released securities and promptly forward copies of same to Depositor. Such Trust Receipts and Releases which are furnished to Depositor by Custodian from time to time shall be deemed a part of this Agreement without further action on the part of any party hereto, and this Agreement shall apply to such released, additional or substitute Collateral to the same extent as if it were described on Exhibit "A" attached hereto. If the Custodian is the Federal Reserve Bank, such Trust Receipts -2- 386299_9 or Releases will consist of a written confirmation (the "Advice"). Such Advice shall be subject to the terms and conditions of all applicable regulations, operating circulars, bulletins and policies of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may now exist or hereafter be enacted, promulgated or issued by the Federal Reserve Bank (collectively "Applicable Regulations"). If the Custodian is the Federal Home Loan Bank of Dallas ("FHLB Dallas"), notwithstanding the foregoing, such Trust Receipts may be forwarded to Bank with instructions for Bank to immediately forward the same to Depositor. Bank hereby agrees to comply with Custodian's instructions and forward each Trust Receipt to Depositor immediately upon receipt of same. Upon request of Depositor, Bank agrees to provide or cause Custodian to provide a then -current list of all Collateral pledged by Bank to secure Depositor's funds to update Exhibit "A" to this Agreement. If the Custodian is FHLB Dallas and the Custodian is forwarding Trust Receipts to Bank, Depositor may, at any time and from time to time, request that FHLB Dallas provide one or more Trust Receipts directly to Depositor, and FHLB Dallas shall immediately so provide the requested Trust Receipts to the Depositor, at no cost to the Depositor. 3. Reeuired Collateral Value. Bank agrees with Depositor that the total market value of the Collateral securing uninsured deposits maintained by Depositor with Bank will at all times during the term of the Agreement be not less than (i) one hundred ten percent (110%) of the amount of such uninsured deposits, if the determination of the market value of Collateral is calculated less frequently than weekly by Bank, or (ii) one hundred five percent (105%) of the amount of such uninsured deposits if the determination of the market value of Collateral is calculated at least weekly by Bank (the "Required Collateral Value"). To insure that the Required Collateral Value is maintained, Bank will redetermine, on a daily basis, the amount of Depositor's uninsured deposits (taking into account that day's deposits, accrued interest, disbursements and withdrawals) held by Bank and (using the most recently determined market value of the Collateral) promptly add any additional Collateral which may be necessary to maintain the Required Collateral Value by either (i) depositing with Custodian for the purposes of this Agreement any additional Collateral or (ii) if the Custodian is the Federal Reserve Bank, transferring additional Collateral to a restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank. Determination of the market value of Collateral by Bank will be calculated periodically as indicated by Bank on the signature page hereof or more frequently on Depositor's request; provided, however, the foregoing shall not relieve Bank of its obligation to fully collateralize at all times the Depositor's uninsured deposits with Bank. If upon the periodic determination of the Collateral's market value as set forth herein, the Required Collateral Value is not then maintained, Bank will promptly deposit with Custodian for the purposes of this Agreement additional Collateral necessary to maintain the Required Collateral Value. 4. Release of Collateral. Custodian shall not release any part of the Collateral without Depositor's written authorization. Depositor agrees to furnish such authorization promptly upon Bank's request under the circumstances described in Sections 5, 6, or 8 of this Agreement. Depositor's authorization to Custodian to release from the Collateral only designated Eligible Securities shall terminate the security interest granted by Bank in this Agreement only with respect to such designated Eligible Securities. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the -3- 386299_9 provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the release of Collateral. 5. Substitution of Collateral. It is hereby agreed that upon obtaining the prior written consent of the Depositor, which consent shall not be unreasonably withheld, substitutions of the Collateral held hereunder may be made at any time so long as the fair market value of the Eligible Securities being substituted is at least equal to the fair market value of the Eligible Securities being removed. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the substitution of Collateral. 6. Excess Collateral. At such times as the aggregate market value of the Collateral held by Custodian exceeds the Required Collateral Value, Depositor, upon request by Bank, shall authorize Custodian to permit Bank to release the excess portion of the Collateral. Custodian shall have no further liability to Depositor with respect to those Eligible Securities released upon Depositor's authorization. 7. Additional Collateral. If at any time the aggregate market value of Collateral held by Custodian is less than the Required Collateral Value, Bank shall immediately upon learning of such circumstance, and without further action by Depositor, promptly either (i) deposit with Custodian sufficient additional Eligible Securities of the type specified in Section 1 as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value, or (ii) transfer additional Eligible Securities of the type specified in Section 1 to the restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value and cause the Federal Reserve Bank to issue a corresponding Advice (and Bank will deposit with the Federal Reserve Bank additional Eligible Securities if and to the extent necessary to fulfill its obligations under this Agreement). 8. Earnings and Payments on Collateral. Bank shall be entitled to the interest income and earnings paid on the Collateral and Custodian may dispose of such interest income and earnings as directed by Bank without approval of Depositor, so long as Depositor has not notified Custodian of Bank's default under this Agreement. Bank shall not be entitled to and Custodian shall not release to Bank any partial or full call of the Collateral without Depositor's prior written authorization as described in Section 4 of this Agreement. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the disposition of interest earnings and principal payments on the Collateral. 9. Default and Remedies. If Bank fails at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit or becomes insolvent or materially breaches its contract with Depositor, a default shall exist under this Agreement and Depositor shall give written notice of such default to Bank, and Bank shall have ten (10) days to cure same. In the event Bank fails to do so, it shall be the duty of Custodian, upon written demand of Depositor, to surrender or transfer the Collateral to Depositor or Depositor's nominee and Bank -4- 386299 9 hereby irrevocably authorizes Custodian to surrender or transfer the Collateral upon the conditions herein specified. Depositor may sell all or any part of such Collateral in a commercially reasonable manner and out of the proceeds of the Collateral may pay Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency sale. Depositor shall account to Bank for the remainder, if any, of said proceeds or Collateral remaining unsold. Such sale may be either at public or private sale; provided, however, Depositor shall give Bank ten (10) days' written notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder for cash. Depositor and Bank shall have the right to bid at such sale. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the Depositor's exercise of remedies against the Collateral. 10. Authorization and Records. The Bank Board has authorized the pledge of Bank assets to collateralize uninsured deposits maintained by Depositor pursuant to resolutions substantially in the form of Annex I attached to the form of Resolution Certificate and Certificate of Incumbency attached hereto as Exhibit "B" (the "Resolution Certificate"), and has authorized the undersigned Bank officer to enter into, execute and deliver to Depositor this Agreement on behalf of Bank and to take all action which may be necessary or appropriate to create and perfect the security interest in the Collateral contemplated hereunder. Bank shall deliver to Depositor a fully executed Resolution Certificate as a condition precedent to the effectiveness of this Agreement and shall advise Depositor immediately of any revocation, amendment or modification thereof Bank acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the District which may be deposited or invested with Bank are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the District's outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the holder(s) of the District's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the District's bonds and notes. Bank further acknowledges that the District may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the District's outstanding bonds and notes. Bank shall continuously maintain an executed copy of this Agreement, its copies of all Trust Receipts, Releases and Advices, and the Resolution Certificate among its official "deposit account records" (as defined in 12 C.F.R. §330.1(e)) until such time as this Agreement is terminated and all uninsured deposits of Depositor have been properly and fully paid out. This Agreement may be executed in one or more counterparts, each of which shall be an original. 11. Authorized Representative; Depositor Agreements. The Depositor hereby confirms that it has previously authorized its Investment Officer and/or Tax Assessor -Collector to execute this Agreement and any documentation required in connection therewith, including specifically pursuant to the Applicable Regulations and documentation related thereto, and to represent it and act on its behalf in any and all matters of every kind arising under this -5- 386299_9 Agreement. During the term of this Agreement, the Depositor may further designate an additional officer or officers to singly or jointly represent and act on behalf of Depositor in any and all matters of every kind arising under this Agreement and, in such event, shall provide written notice thereof to Bank. In the event of any conflict between the provisions of this Agreement and any other agreement between the Depositor and the Bank relating to the deposits, this Agreement will control, unless the conflict is with the Applicable Regulations, in which event the Applicable Regulations will control. Bank and Depositor specifically agree that Depositor's prior approval is required for any par -for -par Collateral substitutions. 12. Custodian as Bailee. Custodian will promptly identify the pledge by Bank to Depositor of the Collateral on the Custodian's books and records and any additional or substitute Collateral and issue to Bank and Depositor Trust Receipts covering the Collateral. Similarly, Custodian will promptly remove from its books and records any securities released from the pledge by Bank in compliance with the terms of this Agreement and issue to Bank and Depositor appropriate Releases identifying the released securities. Custodian acknowledges that it is the bailee of Depositor for purposes of Section 2257.044 of the Public Funds Law, and its custodial capacity is deemed to be set forth on any Trust Receipt delivered to Bank and Depositor, whether such capacity is expressly so noted or not. If the Custodian is the Federal Reserve Bank, this section shall not apply, but Bank acknowledges the provisions of the Applicable Regulations which provide that the Federal Reserve Bank is acting as custodian/bailee; that the Collateral identified on the Advice is subject to the custodial provisions of the Applicable Regulations; and that the disposition thereof is subject to Depositor's approval. 13. Financial Condition. Bank will provide a statement of its financial position to the Depositor on at least a quarterly basis. Bank will provide to the Depositor an annual statement audited by its outside auditors including a statement by its outside auditors as to its "fair presentation." 14. Amendment. Modification. Renewal. Each permitted release of previously pledged Collateral and each addition to or permitted substitution for Collateral shall be deemed and considered, without further action by Bank or Depositor, as an amendment to Exhibit "A" attached hereto and a contemporaneous renewal and extension of this Agreement for the term hereinafter stated upon the same terms and containing the same provisions as set forth herein, except as the Collateral subject to this Agreement may be modified or amended thereby; provided, however, that any such renewal and extension shall not affect any transaction entered into prior to such renewal and extension until Bank shall have properly and fully paid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's sole control all Collateral then in Custodian's possession. Otherwise, this Agreement may not be amended or modified except by mutual written agreement of the parties hereto. 15. Term. Unless sooner terminated as hereinafter provided, the term of this Agreement, and any renewal or extension hereof resulting from any release, addition to or substitution of securities pledged as Collateral hereunder, shall commence on the date of this Agreement, or the date of such release, addition or substitution, and continue for a term of ten (10) years. -6- 386299_9 16. Termination. Either Depositor, Bank or Custodian may terminate this Agreement prior to the expiration of the term hereof upon thirty (30) days' advance written notice to the other parties or by entering into a new Public Funds Depositor Collateral Security Agreement which is intended to supercede and replace this Agreement; provided, however, that the terms of this Agreement shall continue to apply to all transactions entered into prior to such termination and until Bank shall have properly and fully paid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's sole control all Collateral then in Custodian's possession. 17. Custodian Fees. Any and all fees associated with the Custodian's holding of Collateral for the benefit of the Depositor will be paid by Bank and the Depositor will have no liability therefor. 18. Renresentations. (a) As required by Chapter 2271, Texas Government Code, Bank hereby verifies that Bank, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. Custodian hereby verifies that Custodian, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. The term "boycott Israel" in this paragraph has the meaning assigned to such term in Section 808.001 of the Texas Government Code, as amended. (b) Pursuant to Chapter 2252, Texas Government Code, Bank represents and certifies that, at the time of execution of this Agreement neither Bank, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. Custodian represents and certifies that, at the time of execution of this Agreement neither Custodian, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. (c) Pursuant to Section 2274.002, Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), as amended, Bank and Custodian each hereby verify, on behalf of themselves but not the other, that Bank and Custodian, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, does not boycott energy companies, and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" shall have the meaning assigned to the term "boycott energy company" in Section 809.001, Texas Government Code. (d) Pursuant to Section 2274.002, Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session), as amended, Bank and Custodian each hereby verify, on behalf of themselves but not the other, that Bank and Custodian, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the same, (i) does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade -7- 386299_9 association during the term of the Agreement. As used in the foregoing verifications, "discriminate against a firearm entity or trade association" shall have the meaning assigned to such term in Section 2274.001(3), Texas Government Code. (e) Bank acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the Depositor which may be deposited or invested with Bank are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the Depositor's outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the holder(s) of the Depositor's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the Depositor's bonds and notes. Bank further acknowledges that the Depositor may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the Depositor's outstanding bonds and notes. (f) Bank will continuously maintain an executed copy of this Agreement in its "deposit account records" (as defined in 12 C.F.R. §330.1(e)) for so long as Bank holds any funds of or within the custody of the Depositor. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas. 20. Parties in Interest. This Agreement shall be for the benefit of the Parties hereto and their legal successors and assigns and, except as may be provided in Section 10 hereof, shall not be construed to confer rights upon any other person. [Signature Pages Follow] -8- 386299_9 In witness whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day first above written. DEPOSITOR: ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: Name: Title: -9- 386299 9 Bank hereby agrees that it will periodically determine the market value of Collateral and maintain the corresponding Required Collateral Value throughout the term of this Agreement as indicated below (provided, however, that in the event no indication is made below, the Required Collateral Value for all purposes of this Agreement shall be 110%): ❑ Less frequent than weekly No less than 110% ❑ Weekly No less than 105% BANK: By: Name: Title: The Custodian, if other than the Federal Reserve Bank, joins in the execution of this Agreement for purposes of Sections 4, 8, 9, 12, 16, and 18, and if the Custodian is the Federal Reserve Bank, such joinder is to be evidenced as set forth in the Applicable Regulations, the Advice and any documentation related thereto. CUSTODIAN: By: Name: Title: -10- 386299_9 EXHIBIT "A" [Description of Eligible Securities Pledged] EXHIBIT "B" RESOLUTION CERTIFICATE AND CERTIFICATE OF INCUMBENCY OF (the "BANK") The undersigned hereby certifies as follows: 1. I am the officer of the Bank holding the title designated on the signature line of this Certificate. 2. Attached hereto as Annex I is a full, true and correct copy of resolutions (the "Resolutions") duly adopted by the [Board of Directors] [Loan Committee] of the Bank in conformity with the Articles of Association and By-laws of the Bank and in accordance with the laws of the State of Texas. 3. The Resolutions have not been amended, modified or rescinded, and are in full force and effect on the date hereof. 4. The Bank is duly organized and existing under the laws of 5. All franchise and other taxes required to maintain the Bank's existence have been paid and none of such taxes are delinquent. 6. No proceedings are pending for the forfeiture of the Bank's authority to do business or for its dissolution, voluntarily or involuntarily. 7. The Bank is qualified to do business in each state where the nature of its business requires such qualification. 8. There is no provision in the Articles of Association, By-laws or any other agreement, indenture or contract to which the Bank or its property is subject which limits the Resolutions, and the Resolutions are in conformity with the provision of the Bank's Articles of Association and By-laws and with proceedings of the Board of Directors. 9. This resolution is made in order to comply with requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and 12 U.S.C. 1823(e), and shall constitute a business record of the Bank and shall be continuously maintained in the official business records of Bank. 10. The undersigned officers have been duly elected to the positions set opposite their respective names below and are qualified to act in the present capacities in which they sign for the Bank. 11. The signatures appearing opposite each of the undersigned officers is his or her authentic signature and each of the undersigned holds the office designated for the same. Name Office Signature EXECUTED the day of , 20_ Name: Title: [Secretary] [Recording Officer] -2- 386299_9 ANNEX I RESOLUTIONS RESOLVED, that this Bank shall secure all deposits of Rock Prairie Management District No. 2 (the "District") in excess of amounts insured by the Federal Deposit Insurance Corporation ("Excess Funds") on deposit with the Bank at any time in whatever amount; and further RESOLVED, in regard to the above referenced deposits, that the Chairman of the Board of Directors, President, any Executive Vice President, any Vice President, any Assistant Vice President, or any other officer of the Bank is hereby authorized and directed to execute for and on behalf of the Bank the following documents, it being further agreed that the execution of any of the same prior to the adoption of these resolutions is hereby ratified, confirmed and adopted: 1. A Public Funds Depositor Collateral Security Agreement (the "Collateral Security Agreement") in favor of the District, covering the Collateral described therein; 2. Such other and further documents as may be deemed necessary or desirable by such officer or as required by the District in regard to the securing of the Excess Funds; and further RESOLVED, that the officers executing any of the above described documents are hereby authorized and empowered to do and perform any and all actions required by the terms and provisions of same to execute the same in the name and on behalf of the Bank, in such number of counterparts as the officer or officers executing the same shall deem necessary or desirable, with such terms, conditions, modifications, changes and provisions as the officer or officers executing the same may approve, the execution of such documents to evidence approval of the terms thereof conclusively; and further RESOLVED, that any and all instruments executed and delivered on behalf of the Bank in connection with these resolutions by any person purporting to be an officer of the Bank shall be deemed to be the act of the Bank and shall be in all respects binding against the Bank; and further RESOLVED, that all actions of all officers, agents or other representatives of the Bank taken or performed up to the date hereof in respect to the preparation, execution and delivery of the documents, certificates or other instruments contemplated hereby, and the taking prior to the date hereof of any and all actions otherwise required by the terms and provisions of the above referenced documents, be, and they hereby are, in all respects approved, ratified and confirmed; and further RESOLVED, that this approval is intended to comply in all respects with the requirements of applicable statutory law relating to insurance of accounts including specifically, but without limitation, the requirements of 12 U.S.C.A. §§ 1821(d)(9)(A) and 1823(e); and further RESOLVED, that any deposit agreements between Bank and District and/or the Collateral Security Agreement are all intended to be, and shall be deemed to be, official records of the Bank; and further RESOLVED, that any deposit agreements between Bank and District, the Collateral Security Agreement and these Resolutions shall be continuously maintained in the business records of the Bank. -2- 386299-8 EXHIBIT "D" _- -fi ■ - - — H ■ fa ■ I - , " ■- - • ■ - a - a - —a t • -- I - ▪ _ _■—ma- - _■ —} - ate■•_ ■ - - - - r.— I I • a ■ Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING September 30, 2022 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 1 CAD Changes / Uncollectible Total Levy to be collected MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/22 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 Collection prior months (all years) ($3,405.06) 2021 Taxes Collected net NSF & KR Refunds during current month $0.00 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 11,689.59 Income Taxes Collected Current Year $0.00 Taxes Collected Prior Year $0.00 10% Rendition Penalty $0.00 Penalties & Interest $0.00 Collection Fee Paid $0.00 Overpayments $0.00 NSF or Reversals, Bank Charges $0.00 Other Fees & Court Costs, Etc $0.00 CCI Overpayment $0.00 Escrow / Prepaid $0.00 $0.00 Check 1161 Voided and Reissued $25.00 Expenses CK# 1180 Brazos CAD - Estimate of Value Invoice MD2_001 CK# 1181 Midtown Reserve HOA - Correction Roll 28 Refund (4 Accts.TY 2021) CK# 1182 B&A Municipal Tax Service, LLC - Invoice MD2-162 CK# 1183 B&A Municipal Tax Service, LLC - Invoice MD2-163 11,714.59 $500.00 $25.00 $817.70 $1,480.80 $2,823.50 Ending Balance —Tax Account 8,891.09 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 9/30/22 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 & O 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 MUNICIPAL TAX SERVICE,LLC BEGINNING BALANCE ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/22 PROFIT & LOSS CURRENT MONTH 09/01 /22-09/30/22 14,828.11 INCOME 10% Rendition Penalty 0.00 Bad Check Charges 0.00 CAD Refund Excess Allotment 0.00 Collection Fee 0.00 Correcton Roll Refund 0.00 Earned Interest 0.00 Overpayments 0.00 Penalty & Interest 0.00 Rollback Tax Collected 0.00 Taxes Collected 0.00 Total Income 0.00 EXPENSES Annexation 0.00 Audit/Records 0.00 Bank Charges 0.00 Bond Premium 0.00 CAD Fees 500.50 Certificate of Value 175.00 Copies 67.40 Correction Roll Refunds (25.00) Correction Roll Rendition Refunds 0.00 Continuing Disclosure 0.00 Court Affidavits 0.00 Delinquent Tax Attorney Assistance 15.00 ' Delinquent Tax Attorney Fee 353.42 Estimate of Value 450.00 Installment Tracking 0.00 Unclaimed Property Report 0.00 Legal Notices 0.00 Mailing & Handling 1.58 Meeting Travel & Mileage 0.00 Overpayment Refund 0.00 Public Hearing 0.00 Records Retention 1.20 Research 210.00 Roll Update & Processing 37.50 Supplies 0.00 Tax Assessor Collector Fee - AB 817.70 Tax Rate Preparation & Calculation 0.00 Transfer to Rollback Collected 0.00 Transfer to Maintenance & Operating 509.22 Transfer to Road Debt Service 0.00 3,113.52 ENDING BALANCE 11.714.59 FISCAL YEAR 6/01/22 - 9/30/22 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 1.001.00 350.00 307.40 (10.15) 0.00 0.00 0.00 60.00 495.93 450.00 0.00 0.00 0.00 56.20 1,322.82 0.00 0.00 4.80 210.00 131.25 0.00 3,270.80 0.00 0.00 4,533.34 10,000.00 22,408.39 11.714.59 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 4 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/22 2021 October $0.00 November $27,879.54 December $47,161.03 January $96,284.05 February $32,143.07 March $1,284.59 94.53% April $0.00 94.53% May $9,110.62 98.56% June $25.55 98.57% July $1,447.70 99.24% August $1,497.71 99.93% September $0.00 YEAR TO YEAR COMPARISON 2020 0.00% $678.59 12.87% $1,138.23 34.64% $4,289.31 79.10% $91,384.54 93.94% $459.42 $18,353.63 $525.34 $0.00 $0.00 $0.00 $0.00 VARIANCE 0.58% -0.58% 1.56% 11.31% 5.24%1 , 29.40% 82.85% -3.75% 83.24% 10.70% 98.83% -4.30% 99.28% -4.75% 99.28% -0.72% 99.28% 99.28% - 0.71 - 0.04% 99.28% 0.65% 99.93% $0.00 99.63% 0.30% MONTHLY COLLECTIONS 20211 20201 2019 I $0.00 $0.00 $0.00 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 HOUSTON, TX 77040 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 5 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MGT DIST NO. 2 FOR THE PERIOD ENDING 09/26/2022 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 1st day of October 2022. REBECCA LYNN BREWER Notary ID #1258819 My Commission Expires March 1, 2024 L 1) OIL Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 2021 TAX RECEIPT ROCK PRAIRIE MANAGEMENT DISTRICT 2 AVM BONNERJEE, TAX ASSESSORICOLLECTOR 13333 NORTHWEST FREEWAY, SUITE 620 HOUSTON, TX 77040 Hours: MON - THU 8 - 4 FRI 8 - 12 Web: WWW.BAMUNITAX.COM Owner Name and Address COLLEGE STATION CITY OF % ACCOUNTING DEPARTMENT PO BOX 9973 COLLEGE STATION, TX 77842-7973 **RETURN SERVICE REQUESTED** Phone: 713-900-2680 Fax: 713-900-2685 Jur No MD2 Stmt Date 10/5/2022 Delinquent Date Receipt No 2/1/2022 51 Account No 41380010030000 TAXES ARE DUE UPON RECEIPT. TAXES WILL BECOME DELINQUENT AFTER January 31, 2022. PAYMENT MUST BE POSTMARKED BEFORE DELINQUENT DATE TO AVOID ADDITIONAL PENALTIES AND INTEREST. Taxes that remain delinquent on July 04, 2022 will incur an additional penalty to defray costs of collection per Section 33.07,33.08 andfor 33.11 of the Texas Property Tax Code. Please contact the Appraisal District concerning any corrections in appraised value, ownership, address changes or any application for exemptions. Brazos County Appraisal District www.brazoscad.org 979-774-4100 Appraised Values Land Non HS Property Information 2,000 MIDTOWN RESERVE PH 100, BLOCK 3, LOT PARKLAND A, B, C, D, ACRES 5.369 Acreage: 5.36900 TILED(} BEND DR 100% Assessed Value ,2,000 Service Address Taxing Unit Less Exemptions Comparisons of the last six (6) tax years Year Appraised Taxable Rate Taxes ' %Change 2021 2,000 0 0 500000 0.00 12020 265 268 0.500000 1.34 N/A N/A N/A N/A N/A C11 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A % Change between 2021 and 2020 646.27% I-100.00% I 0 00% I -100.00% Taxable Value Tax Rate Tax Levy ROCK PRAIRIE MD NO. 2 Other Exemption XV 2,000 -100.00% N/A N/A NIA N/A N/A 0 0.500000 per $100 0.00 IF YOU ARE 65 YEARS OF AGE OR OLDER OR ARE DISABLED AND THE PROPERTY DESCRIBED IN THIS DOCUMENT IS YOUR RESIDENCE HOMESTEAD, YOU SHOULD CONTACT THE APPRAISAL DISTRICT REGARDING ANY ENTITLEMENT YOU MAY HAVE TO A POSTPONEMENT IN THE PAYMENT OF THESE TAXES Payment Due Before Date Payment Paid By 02/22/2022 10.70 COLLEGE STATION CITY OF 05/02/2022 0.00 COLLEGE STATION CITY OF 06/01/2022 -10 00 COLLEGE STATION CITY OF - CK 1161 09/30/2022 10 00 VOID CK 1161 TY a4,P, s 00 Ls 10 0 0 + 250+ 10°00+ °50+ 25«U0: CORRI`Ig N ROLL Taxes Paid 10.00 -10 00 0 00 0.00 CAD Penalties Paid 0 00 0 00 0.00 0.00 Current Taxes Due P & I Paid, Atly Fee a Paid D7D 000 0.00 0 00 0.00 0.00 0.00 0 00 Other Paid 0 i:0 0 00 0.00 0.00 111110( A P2-0-6(2-14V4.. RCA .14 Sci 0.00 clal P2'/lrEnt 1070 0 00 -10.00 10.00 ,'aid in Full . -21. 1O c}.3 - i Is I Total Paid 10.7C 2021 TAX RECEIPT ROCK PRAIRIE MANAGEMENT DISTRICT 2 AVIK BONNERJEE, TAX ASSESSOR/COLLECTOR 13333 NORTHWEST FREEWAY, SUITE 620 HOUSTON, TX 77040 Hours: MON - THU 8 - 4 FRI 8 - 12 Web: WWW.BAMUNITAX.COM Owner Name and Address COLLEGE STATION CITY OF % ACCOUNTING DEPARTMENT PO BOX 9973 COLLEGE STATION, TX 77842-7973 **RETURN SERVICE REQUESTED** Phone: 713-900-2680 Fax: 713-900-2685 Appraised Values Property Information Land Non HS 500 MIDTOWN RESERVE PH 103, BLOCK 1, LOT PARKLAND E 100% Assessed Value Taxing Unit ROCK PRAIRIE MD NO. 2 500 Service Address MCQUEENY DR Less Exemptions Other Exemption XV IF YOU ARE 65 YEARS OF AGE OR OLDER OR ARE DISABLED AND THE PROPERTY DESCRIBED IN THIS DOCUMENT IS YOUR RESIDENCE HOMESTEAD, YOU SHOULD CONTACT THE APPRAISAL DISTRICT REGARDING ANY ENTITLEMENT YOU MAY HAVE TO A POSTPONEMENT IN THE PAYMENT OF THESE TAXES Payment Due Before Date Payment Paid By 02/22/2022 2.68 COLLEGE STATION CITY OF 05/02/2022 0.00 COLLEGE STATION CITY OF 06/01/2022 -2 50 COLLEGE STATION CITY OF-CK 1161 09/30/2022 2 50 VOID CK 1161 Iool.aa r- nA) CORRECTION ROLL Jur No Stmt Date I Delinquent Date Receipt No MD2 10/5/2022 2/1/2022 125 Account No 41380010310000 TAXES ARE DUE UPON RECEIPT. TAXES WILL BECOME DELINQUENT AFTER January 31, 2022. PAYMENT MUST BE POSTMARKED BEFORE DELINQUENT DATE TO AVOID ADDITIONAL PENALTIES AND INTEREST. Taxes that remain delinquent on July 01, 2022 will incur an additional penalty to defray costs of collection per Section 33.07,33.08 and/or 33.11 of the Texas Property Tax Code. Please contact the Appraisal District concerning any corrections in appraised value, ownership, address changes or any application for exemptions. Brazos County Appraisal District www.brazoscad.org 979-774-4100 1 Comparisons of the last slx (6) tax years Year Appraised Taxable Rate Taxes % Change 2021 500 0 0 500000 0 00 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A ci N/A N/A N/A N/A N/A N/A i N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A % Change between 2021 and 2021 N/A i N/A 1 N/A 1 N/A Taxable Value Tax Rate Tax Levy 500 0 0.500000 per $100 0.00 Current Taxes Due 0 00 CAD Taxes Paid Penalties Paid P & I Paid Atty Fee Paid 2 50 0 00 0 18 0.00 -2 50 0 00 0.00 0.00 0 00 0 00 0.00 0.00 0.00 0 00 0.00 0.00 Other Paid Total Payment 0 00 2.68 0.00 0.00 0.00 -250 0.00 250 2021 Paid in Full Total Paid 2.68 2021 TAX RECEIPT ROCK PRAIRIE MANAGEMENT DISTRICT 2 AVIK BONNERJEE, TAX ASSESSOR/COLLECTOR 13333 NORTHWEST FREEWAY, SUITE 620 HOUSTON, TX 77040 Hours: MON - THU 8 - 4 FRI 8 - 12 Web: VVWW.BAMUNITAX.COM Owner Name and Address COLLEGE STATION CITY OF % ACCOUNTING DEPARTMENT PO BOX 9973 COLLEGE STATION, TX 77842-7973 **RETURN SERVICE REQUESTED** Appraised Values Land Non HS 100% Assessed Value Taxing Unit ROCK PRAIRIE MD NO 2 Phone: 713-900-2680 Fax: 713-900-2685 Property Information 2,000 MIDTOWN RESERVE PH 200, BLOCK 0, LOT PARKLAND J, N, K, & L, ACRES 2 671 Acreage: 2.67100 Service Address AMISTAD LOOP 2,000 Less Exemptions Other Exemption XV IF YOU ARE 65 YEARS OF AGE OR OLDER OR ARE DISABLED AND THE PROPERTY DESCRIBED IN THIS DOCUMENT IS YOUR RESIDENCE HOMESTEAD, YOU SHOULD CONTACT THE APPRAISAL DISTRICT REGARDING ANY ENTITLEMENT YOU MAY HAVE TO A POSTPONEMENT IN THE PAYMENT OF THESE TAXES Payment Date 02/22/2022 05/02/2022 06/01/2022 09/30/2022 Due Before Payment Paid By 10.70 COLLEGE STATION CITY OF 0.00 COLLEGE STATION CITY OF -10.00 COLLEGE STATION CITY OF-CK 1161 10.00 VOID CK 1161 IO.oi,aa 0A- I[B I CORRECTION ROLL C1 Jur No 1 Stmt Date MD2 10/5/2022 Account No Delinquent Date Receipt No 2/1/2022 I 243 41380020000001 TAXES ARE DUE UPON RECEIPT. TAXES WILL BECOME DELINQUENT AFTER January 31, 2022. PAYMENT MUST BE POSTMARKED BEFORE DELINQUENT DATE TO AVOID ADDITIONAL PENALTIES AND INTEREST. Taxes that remain delinquent on July 01, 2022 will incur an additional penalty to defray costs of collection per Section 33.07,33.08 and/or 33.11 of the Texas Property Tax Code. Please contact the Appraisal District concerning any corrections in appraised value, ownership, address changes or any application for exemptions. Brazos County Appraisal District www.brazoscad.org 979-774-4100 Comparisons of the last six (6) tax years Year Appraised Taxable Rate Taxes % Change 2021 2,000 0 0 500000 0.00 -100 00% 2020 100 100 0 500000 0.50 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A NIA N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A % Change between 2021 and 2020 1.900.00% f -100 00% 0.00% -100 00% Taxable Value Tax Rate Tax Levy 2,000 0 0.500000 per $100 0.00 Current Taxes Due CAD Taxes Paid Penalties Paid P & I Paid Attu_ Fee Paid Paid Total Payment 10 00 0 00 0.70 0 00 0 CO 10 70 -10.00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 0 00 -10 00 0 00 0 00 0.00 0 00 0 00 10 00 0.00 Other 2021 Paid in Full Total Paid 10.70 2021 TAX RECEIPT ROCK PRAIRIE MANAGEMENT DISTRICT 2 AVIK BONNERJEE, TAX ASSESSOR/COLLECTOR 13333 NORTHWEST FREEWAY, SUITE 620 HOUSTON, TX 77040 Hours: MON - THU 8 - 4 FRI 8 - 12 Web: WWW.BAMUNITAX.COM Owner Name and Address COLLEGE STATION CITY OF % ACCOUNTING DEPARTMENT PO BOX 9973 COLLEGE STATION, TX 77842-7973 **RETURN SERVICE REQUESTED** Appraised Values Land Non HS 100% Assessed Value Taxing Unit ROCK PRAIRIE MD NO. 2 Phone: 713-900-2680 Fax: 713-900-2685 Property Information 500 MIDTOWN RESERVE PH 201, BLOCK 23, PARKLAND M PARKLAND M 500 Service Address AM1STAD LOOP Less Exemptions Other Exemption XV IF YOU ARE 65 YEARS OF AGE OR OLDER OR ARE DISABLED AND THE PROPERTY DESCRIBED IN THIS DOCUMENT IS YOUR RESIDENCE HOMESTEAD, YOU SHOULD CONTACT THE APPRAISAL DISTRICT REGARDING ANY ENTITLEMENT YOU MAY HAVE TO A POSTPONEMENT IN THE PAYMENT OF THESE TAXES. Jur No MD2 Account No Stmt Date 10/5/2022 Delinquent Date 2/1 /2022 Receipt No 309 41380021230000 TAXES ARE DUE UPON RECEIPT. TAXES WILL BECOME DELINQUENT AFTER January 31, 2022. PAYMENT MUST BE POSTMARKED BEFORE DELINQUENT DATE TO AVOID ADDITIONAL PENALTIES AND INTEREST. Taxes that remain delinquent on July 01, 2022 will incur an additional penalty to defray costs of collection per Section 33.07,33.08 andlor 33.11 of the Texas Property Tax Code. C1 % Change between 2021 and 2021 N/A N/A N/A Taxable Value Tax Rate Tax Levy 500 0 0 500000 per $100 0.00 Please contact the Appraisal District concerning any corrections in appraised value, ownership, address changes or any application for exemptions. Brazos County Appraisal District www.brazoscad.org 979-774-4100 Comparisons of the last six (6) tax years Year Appraised Taxable Rate Taxes % Change 2021 500 0 0 500000 0 00 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Current Taxes Due 0.00 Payment Due Before CAD Other Date Payment Paid By Taxes Paid Penalties Paid P & I Paid Attv Fee Paid Paid Total Payment 02/22/2022 2.68 COLLEGE STATION CITY OF 2 50 0.00 0.18 0.00 0.00 268 05/02/2022 0,00 COLLEGE STATION CITY OF -2 50 0.00 0.00 0.00 0.00 0.00 06/01/2022 -2.50 COLLEGE STATION CITY OF-CK1161 0 00 0.00 0.00 0.00 0,00 -250 09/30/2022 2.50 VOID CK 1161 0 00 0.00 0.00 0.00 0,00 2.50 10,o1.aa cox. 1ls1 CORRECTION ROLL 2021 Paid in Full Total Paid 2.68 BRAtOS CENTRAL APPRAISAL DISTRICT BRAZOS COUNTY. TEXAS 4051 PENDLETON DR BRYAN, TX T7802-2465 August 31, 2022 Uri Geva, President Rock Prairie Management District #2 c/o B & A Municipal Tax Service LLC 13333 Northwest Freeway, Ste 620 Houston, TX 77040 RE: Invoice MD2 001 Quantity 1 TOTAL DUE Document Type Estimate of Value Please remit payment within 30 days to: Brazos Central Appraisal District ATTN: Accounts Payable 4051 Pendleton Drive Bryan, TX 77802-2465 Dana Horton Chief Appraiser Phone (979) 774-4100 Fax (979) 774-4196 Entity Name I Amount Due Rock Prairie Management $500.00 District #2 $500.00 lo.ol•aa CK- 11q6 MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 i i Invoice Date Invoice # 10/1/2022 MD2-162 Description Unit Count Rate Amount Avik Bonnerjee, RTA - Tax Assessor Collector Fee October 662.00 662.00 2022. 2021 Additional Unit Count Invoiced 2022 173 0.90 155.70 Thank you for your business. Total Wi I0.01-3-a U._ Ilea $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 Date I10/1/2022 Invoice Invoice # MD2-163 Description Unit Count Rate Amount Copies Postage, Mailing and Handling (4) Records Retention Preparation of Delq. Atty. Electronic Files Meeting Travel Time/Mileage/Time (August 2022) 2022 District Supplies Preparation of Rollback and Certified Appraisal Roll to Financial Advisor Return Item Fee 2022 Tax Rate Publication - The Eagle Invoice Order Number 0000773071 (B&A American Express) Pk /o.at a -a cKilrz/ Thank you for your business. 363 0.20 72.60 6.91 6.91 9.03 9.03 15.00 15.00 522.50 522.50 10.26 10.26 0.5 65.00 32.50 Total 13333 Northwest Freeway. Suite 620 • Houston. TX 77040 • PH:713 900.2680 • www.bamunitax.com 25.00 25.00 787.00 787.00 $1,480.80 EXHIBIT "E" - ■ liw I rm II 41 t - I a a 1 a i 1 _ ■I_ -s ems_ = sfi fi - : •— __ �X_iF -� - . ■ _ - - ■ - — 1 —■ - - T� i--. _ - ■ I ■ 1 1 - ■ _ ■ ■ ■ r ■■_ _ a H _ - ■ I ■ II 1 ■ a_ EHRA TBPE No. F-726 TBPLS No. 10092300 ENGINEERING THE FUTURE SINCE 1936 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ENGINEERING REPORT OCTOBER 2022 7. Engineering Report, including: a. Authorize the design and/or advertisement of bids for construction of facilities within the District and approval of related storm water plans, including District. 1. Status of design of Lakeway Drive Reserve, Phase 200 Board Action: None. b. Authorize the award of/or concurrence in award of contracts for the construction of facilities within the District, authorizing acceptance of Texas Ethics Commissions ("TEC") Form 1295, and approval of any storm water permits. Board Action: None. c. Status of construction of facilities to serve land within the District, including the approval of any pay estimates and change orders and authorize acceptance ofTEC Form 1295, including: 1. Midtown Reserve, Phase 107 by Greens Prairie Investors, Ltd. Contractor Greens Prairie Investors, Ltd. Contract Days 120 days Approved Extensions 0 days Contract Completion Date Contract Bid Amount 5728.238.70 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 $379,972.78 Board Action: None. Date Approved Comment 8/11/2022 8/11/2022 52.18% of Contract Remaining EHRA Engineering 1 10011 Meadowglen Lane I Houston, Texas 77042 I t 713.784.4500 I f 713.784.4577 Rock Prairie Management District No. 2 October 2022 Page 2 2. Midtown Subdivision, Phase 109 and 112 by Greens Prairie Investors, Ltd. Contractor Greens Prairie Investors, Ltd. Contract Days 150 days Approved Extensions 0 days Contract Completion Date Contract Bid Amount 52.192.937.50 Total Contract Amount $2,192,937.50 Total Pay Requests $0.00 Remaining on Contract $2,192,937.50 Board Action: None. Date Approved Comment 100.00% of Contract Remaining 3. 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 S702.036.70 Total Contract Amount $702,036.70 Total Pay Requests $0.00 Remaining on Contract Board Action: None. Date Annroved 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. 1.Conveyance and Bill of Sale of Utility Facilities from College Station Downtown Residential, LLC relative to water, sanitary sewer, and drainage facilities to serve Midtown Reserve, Phase 106 Board Action: Approve conveyance and bill of sale for Midtown Reserve, Phase 106. e. Status of acceptance by the City of College Station, Texas for maintenance of streets. Board Action: None. EHRA 1 Rock Prairie Management District No. 2 October 2022 Page 3 f. Application for Water Connection with College Station Utilities. Board Action: Authorize EHRA to prepare and submit for irrigation meter permit.