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HomeMy WebLinkAbout05/11/2023 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS May 11, 2023 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on May 11, 2023, at 4121 State Highway 6 South, College Station, Brazos County, Texas 77845, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted members of said Board of Directors, as follows: Uri Geva — President Hays Glover — Vice President Logan Lee — Assistant Vice President Mark Lindemulder —Secretary Samuel "Kit" Kerbel — Assistant Secretary and all of said persons were present, except Director Glover, thus constituting a quorum. Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Denise Oppenheimer of Municipal Accounts & Consulting, L.P. ("MAC"); Robert Atkinson of EHRA Engineering ("EHRA"); Becky Brewer of B&A Municipal Tax Service, LLC ("B&A"); Anthea Moran of Masterson Advisors LLC ("Masterson"); Brian Krueger of FORVIS, LLP ("FORVIS"); and Christina Cole of Schwartz, Page & Harding, L.L.P. ("SPH"). Stacy Vasquez of the City of College Station (the "City") entered later in the meeting as noted herein. The President called the meeting to order and declared same open for such business as might properly come before it. Ms. Cole informed the participants that, in accordance with the requirements of the City's Resolution No. 07-09-15-02 consenting to the creation of the District, the meeting would be recorded, and requested that participants speak clearly, including when making or seconding a motion. PUBLIC COMMENTS The Board began by opening the meeting for public comments. There were no comments from members of the public. APPROVAL OF MINUTES The Board next considered approval of the minutes of its meeting held on April 13, 2023. After review and discussion, Director Lee moved that the minutes for said Board meeting be approved, as written. Director Lindemulder seconded said motion, which unanimously carried. RECEIVE BIDS FOR PURCHASE OF THE DISTRICT'S $1.750.000 UNLIMITED TAX ROAD BONDS. SERIES 2023 (the "Bonds") As the next order of business, it was announced that, pursuant to a notice published as required by law, public bids for the sale of the District's Bonds were to be received at this time and place. Ms. Moran announced that five (5) bids for the Bonds had been received electronically, the list of the electronically received bids being attached hereto as Exhibit A. Ms. Moran reported that the low bid for the Bonds was submitted by Raymond James & Associates, Inc. ("Raymond James"), at a net effective interest rate of 4.435127%. Following discussion of the bids received, Director Geva moved that the Board accept the bid of Raymond James for the purchase of the Bonds at a net effective interest rate of 4.435127%. Director Lee seconded said motion, which unanimously carried. DISTRIBUTION OF FINAL OFFICIAL STATEMENT As the next order of business, the Board discussed the completion of the Final Official Statement by Masterson in connection with the Bonds. Following further discussion, Director Geva moved that Masterson be authorized to complete the Final Official Statement, dated as of the date hereof, and that said Final Official Statement be adopted by the Board and District, subject to final review and comment by SPH. Director Lee seconded said motion, which carried unanimously. BOND ORDER Ms. Cole presented to the Board the District's Order authorizing the issuance of the Bonds ("the Bond Order"), a copy of which is attached hereto as Exhibit B, and reviewed various provisions thereof with the Board. Following further discussion, it was duly moved by Director Geva, seconded by Director Lee and unanimously carried that the Bond Order presented be passed and adopted and that the President be authorized to execute the Bond Order, and the Secretary to attest same on behalf of the Board and District. PAYING AGENTIREGISTRAR AGREEMENT WITH THE BANK OF NEW YORK MELLON. TRUST COMPANY. N.A. The Board next considered and reviewed a Paying Agent/Registrar Agreement ("Agreement") by and between the District and The Bank of New York Mellon Trust Company, N.A., relative to the Bonds. Ms. Cole reviewed the various provisions of the Agreement with the Board. After further discussion of the Agreement, Director Geva moved that the Agreement be approved and that the President be authorized to execute the Agreement on behalf of the Board and District. Director Lee seconded said motion, which carried unanimously. AUTHORIZE EXECUTION OF VARIOUS ADDITIONAL DOCUMENTATION FOR INCLUSION IN TRANSCRIPT OF PROCEEDINGS FOR SUBMISSION TO THE, ATTORNEY GENERAL OF THE STATE OF TEXAS. As the next order of business, the Board considered authorizing the execution of various additional documentation for inclusion in the transcript of proceedings to be submitted to the -2- 674053 Attorney General of Texas relative to the issuance of the Bonds. Following discussion, Director Geva moved that the President or, in his absence, the Vice President, and Secretary be authorized to execute any additional documentation required for inclusion in the transcript of proceedings to be submitted to the Attorney General of Texas relative to the issuance of the Bonds. Director Lee seconded the motion, which carried unanimously. AUDIT REPORT AND DISBURSEMENT OF BOND PROCEEDS FROM THE BONDS, The Board considered the approval of a draft audit report prepared by FORVIS in connection with the Bonds, relative to the payment of funds to the developer of the District out of Bond proceeds. Mr. Krueger provided copies of the draft audit report presented at the April 13, 2023, meeting. After review and discussion, it was moved by Director Geva, seconded by Director Lee and unanimously carried that the draft audit report prepared by FORVIS in connection with the Bonds be approved, subject to the updating of same with respect to the interest rate payable, and final review of same by the District's attorneys. INTERNAL REVENUE SERVICE FORM 8038-G The Board considered the execution and filing of Internal Revenue Service reporting form 803 8-G relative to the Bonds. After discussion of the form, Director Geva moved that the President be authorized to execute same on behalf of the Board and District. Director Lee seconded said motion, which carried unanimously. ARBITRAGE LETTER Ms. Cole presented and reviewed correspondence from SPH, as Bond Counsel for the issuance of the Bonds, to the Board regarding certain provisions of federal tax law and regulations of the Internal Revenue Service pertaining to the expenditure and investment of proceeds of the Bonds. A copy of such correspondence is attached hereto as Exhibit C. Ms. Cole advised the Board that certain periodic reviews and reports are required to monitor compliance with federal arbitrage requirements and that the District may be required to remit arbitrage rebate or yield reduction payments based on said review and reports. She further advised the Board that the District's bookkeepers would monitor investment rates, District's financial advisor would review the debt service fund balance and coverage in connection with the annual tax rate recommendation, and arbitrage compliance specialists will be engaged to review the accounts. Ms. Cole advised the Board, however, that compliance with the requirements is ultimately the responsibility of the Board. AMENDMENT TO DISTRICT'S FIRST AMENDED AND RESTATED DISTRICT INFORMATION FORM RELATIVE TO THE BONDS, Ms. Cole discussed with the Board an Amendment to First Amended and Restated District Information Form ("DIF") relative to issuance of the Bonds. After discussion on the matter, Director Geva moved that such amended DIF be approved, subject to the closing on the sale of the Bonds, that a majority of Board members be authorized to execute the amended DIF, and that all -3- 674053 Board members present join in the filing of the amended DIF, as evidenced by a majority of Board members executing same. Director Lee seconded said motion, which unanimously carried. OTHER MATTERS The Board considered the approval of various documents to be executed by the Board in connection with the closing of the sale of the Bonds. In that regard, Ms. Cole presented and reviewed various closing documents with the Board, including the No -Litigation Certificate, the District's Receipt, and the Federal Tax Certificate, and advised that the closing is scheduled for Wednesday, June 7, 2023, at 10:00 a.m. After further discussion of the closing documents, it was moved by Director Geva, seconded by Director Lee and unanimously carried that the above - referenced documents be approved by the Board, that the President and Secretary be authorized to execute same on behalf of the Board and District, and that SPH be authorized to deliver same, as appropriate, upon the closing of the Bonds. Ms. Vasquez entered the meeting at this time. ENGAGE AUDITOR The Board considered the engagement of an auditor to prepare the District's audit report for the fiscal year ending May 31, 2023. Mr. Krueger presented to and reviewed with the Board an audit services proposal prepared by FORVIS, a copy of which is attached hereto as Exhibit D. He advised that FORVIS' fee for the preparation of said audit is $12,700, plus an administrative fee of $1,000 to cover items such as report production, copies, postage and delivery charges, and technology related costs. After discussion on the matter, Director Geva moved that FORVIS be engaged to prepare the District's audit report for the fiscal year ending May 31, 2023, in accordance with the terms of the proposal presented, and that the Texas Ethics Commission ("TEC") Form 1295 provided by FORVIS in connection therewith be accepted and acknowledged on behalf of the District. Director Lee seconded the motion, which unanimously carried. BOOKKEEPING REPORT Ms. Oppenheimer presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit E, including checks presented therein for payment. Following review and discussion, Director Geva moved that the Bookkeeping Report be approved and the checks presented therein be approved for payment. Director Lee seconded the motion, which unanimously carried. OPERATING BUDGET FOR FISCAL YEAR ENDING MAY 31, 2024, Ms. Oppenheimer next presented a draft budget for the District's fiscal year ending May 31, 2024, a copy of which is in included in the Bookkeeping Report attached hereto as Exhibit E. In connection therewith, Ms. Cole advised the Board that a copy of such operating budget was forwarded to the City for review. She reported that no comments to the operating budget have been received from the City to date. Following discussion, Director Geva moved that the operating M 674053 budget for the District's fiscal year ending May 31, 2024 be approved and adopted as presented. Director Lee seconded the motion, which unanimously carried. UNCLAIMED PROPERTY REPORT Ms. Oppenheimer advised the Board that MA&C has researched the operating accounts of the District for the current reporting period, and presented a letter confirming that the District currently has no unclaimed property as to operating funds. A copy of the letter presented is attached hereto as Exhibit F. TAX ASSES SOR/COLLECTOR'S REPORT Ms. Brewer then presented to and reviewed with the Board the Tax Assessor -Collector Report for the month ending April 30, 2023, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit G. After discussion, Director Lindemulder moved that the Tax Assessor/Collector Report be approved and that the checks identified therein be approved for payment. Director Lee seconded said motion, which unanimously carried. ENGINEERING REPORT Mr. Atkinson presented to and reviewed with the Board an Engineering Report dated May 2023, a copy of which is attached hereto as Exhibit H. Following discussion, Director Geva moved to (i) concur in the payment and approval of the pay estimate, contract quantity adjustments, and change order as set forth in the Engineer's Report, and (ii) approve and authorize the President to execute the (a) preliminary plat application for Midtown City Center Subdivision, (b) final plat application for Midtown City Center Subdivision 406A and (c) plat for Midtown City Center Subdivision 404A. Director Lee 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 the Board that the City will consider the re -appointment of Directors Glover (Position 1), Geva (Position 2) and Lindemulder (Position 3) for terms ending on June 1, 2027, at the May 15, 2023 City Council meeting. Ms. Cole noted that the next meeting of the Board will be held on July 13, 2023, at 2:00 p.m. -5- 674053 FUTURE AGENDA ITEMS The Board considered items for placement on future agendas. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Geva, seconded by Director Lee, and unanimously carried, the meeting was adjourned. Nov Secretary{ 674053 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of May 11, 2023 Exhibit A List of Electronically Received Bids Exhibit B Bond Order Exhibit C Arbitrage Letter Exhibit D FORVIS, LLP Engagement Letter Exhibit E Bookkeeping Report, including Operating Budget for Fiscal Year Ending May 31, 2024 Exhibit F Letter Confirming no Unclaimed Property as to Operating Funds Exhibit G Tax Assessor/Collector Report Exhibit H Engineering Report -7- 674053 EXHIBIT "A" PARITY Result Screen https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parit... ■ � ~ a L Wire Inbox Parity Calendar Deal List 09:59:24 a.m. CDST ! Upcoming Calendar 1.OvervievI Compare Summa Bid Results Rock Prairie Mgmt Dt #2 $1,750,000 Unlimited Tax Road Bonds, Series 2023 The following bids were submitted using PARITA and displayed ranked by lowest NIC. Click on the name of each bidder to see the respective bids. Bid Award* Bidder Name NIC ❑ Ravmond James & Associates. Inc. 4.435127 ❑ SAMCO Capital Markets 4.453433 ❑ Robert W. Baird & Co., Inc. 4.477690 ❑ RBC Capital Markets 4.493935 ❑ HilltopSecurities 4.599323 *Awarding the Bonds to a specific bidder will provide you with the Reoffering Prices and Yields. ©1981-2002 i-Deal LLC, All rights reserved, Trademarks 1 of 1 5/11/2023, 9:59 AM PARITY Bid Form V https://www.newissuehome. i-deal.com/Parity/asp/main. asp?page=parit... CI- ^ a� H Wire Inbox Upcoming Calendar Overview I Result I Excel ) Print Parity Calendar Deal List Raymond James &Associates Inc. - Dallas , TX's Bid='CriilMRFT ii• AN Rock Prairie Mgmt Dt #2 $1,750,000 Unlimited Tax Road Bonds, Series 2023 For the aggregate principal amount of $1,750,000.00, we will pay you $1,699,889.85, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rates): Maturity Date .Amount $ Coupon % Yield % Dollar Price Bond Insurance 09/01/2025 45M 6.5000 3.4000 106.606 BAM M 09/01/2026 45M 6.5000 3.3000 109.731 BAM 09/01/2027 50M 6.0000 3.3100 110.538 BAM { 09/01/2028 50M 6.0000 3.3200 112.771 BAM 09/01/2029 50M 6.0000 3.3400 114.851 BAM 09/01 /2030 09/01/2031 110M 6.0000 3.3700 114.669 BAM 09/01 /2032 09/01/2033 115M 4.0000 3.5500 102.492 BAM 09/01 /2034 09/01 /2035 09/01 /2036 09/01/2037 250M 4.0000 3.9000 100.543 BAM j 09/01 /2038 09/01 /2039 09/01/2040 205M 4.0000 4.1000 98.767 BAM 09/01 /2041 09/01 /2042 09/01/2043 225M 4.1250 4.2000 98.979 BAM 09/01 /2044 09/01 /2045 09/01 /2046 245M 4.1250 4.2800 97.726 BAM 09/01 /2047 09/01 /2048 09/01 /2049 09/01 /2050 360M 4.2500 4.3500 98.407 BAM Total Interest Cost: $1,217,818.75 Discount: $50,110.15 Net Interest Cost: $1,267,928.90 N I C: 4.435127 Total Insurance Premium: $61,200.00 Time Last Bid Received On:05/11/2023 9:44:57 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Raymond James & Associates, Inc., Dallas, TX 1 of 1 5/11/2023, 9:59 AM PARITY Bid Form https://www.newissuehome. i-deal. com/Parity/asp/main. asp?page=parit... � r r I -Dea � Wire Inbox Upcoming Calendar. Overview I Resu�j Excel Print SAMCO Capital Markets - Dallas, TX's Bid Parity Calendar Deal List Rock Prairie Mgmt Dt #2 $1,750,000 Unlimited Tax Road Bonds, Series 2023 For the aggregate principal amount of $1,750,000.00, we will pay you $1,697,781.10, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rates): Maturity Date Amount $ Coupon %'Yield % Dollar Price Bond Insurance 09/01/2025 45M 6.5000 3.4000 106.606 BAM 09/01/2026 45M 6.5000 3.4000 109.409 BAM 09/01/2027 50M 6.5000 3.4000 112.120 BAM 09/01/2028 50M 6.5000 3.4000 114.740 BAM 1 09/01 /2029 09/01 /2030 105M 6.5000 3.3000 117.889 BAM 09/01/2031 09/01/2032 110M 6.0000 3.3000 115.093 BAM 09/01 /2033 09/01/2034 120M 4.0000 3.7500 101.373 BAM 09/01 /2035 09/01 /2036 125M 4.0000 3.9000 100.543 BAM 09/01 /2037 09/01/2038 130M 4.0000 4.0000 100.000 BAM 09/01 /2039 09/01/2040 140M 4.0000 4.1000 98.767 BAM 09/01 /2041 09/01/2042 150M 4.0000 4.1600 97.890 BAM 09/01 /2043 09/01 /2044 155M 4.0000 4.2200 96.929 BAM j 09/01 /2045 1 09/01 /2046 165M 4.1250 4.2600 98.015 BAM 09/01 /2047 09/01/2048 175M 4.1250 4.3000 97.315 BAM /2049 C09/01 09/01 /2050 185M 4.2500 4.3280 98.750 BAM Total Interest Cost: $1,220,943.33 Discount: $52,218.90 Net Interest Cost: $1,273,162.23 NIC: 4.453433 Total Insurance Premium: $61,200.00 Time Last Bid Received On:05/11/2023 9:29:49 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: SAMCO Capital Markets, Dallas, TX 1 of 1 5/11/2023, 10:00 AM PARITY Bid Form https: //www.newissuehome. i-deal. com/Parity/asp/main. asp?page=pant... 7r (�I-Deal g Wire Inbox Parity Calendar Deal List Upcoming Calendar Overview , Result Excel Print Robert W. Baird & Co., Inc. - Milwaukee, WI's Bid����`irl,. Rock Prairie Mgmt Dt #2 $1,750,000 Unlimited Tax Road Bonds, Series 2023 For the aggregate principal amount of $1,750,000.00, we will pay you $1,699,887.15, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rates}: Maturity Date .Amount $ Coupon % Yield % Dollar Price Bond Insurance 09/01/2025 45M 6.5000 3.3000 106.828 BAM 09/01/2026 45M 6.5000 3.3000 109.731 BAM 09/01/2027 50M 6.5000 3.3000 112.540 BAM 09/01/2028 50M 6.5000 3.3000 115.258 BAM 09/01/2029 50M 6.5000 3.3500 117.581 BAM 09/01/2030 55M 6.5000 3.4000 117.274 BAM 09/01/2031 55M 6.0000 3.4200 114.367 BAM 09/01/2032 55M 6.0000 3.4500 114.186 BAM 09/01/2033 60M 4.0000 3.7500 101.373 BAM 09/01 /2034 09/01 /2035 09/01/2036 185M 4.0000 3.9000 100.543 BAM 09/01 /2037 09/01 /2038 09/01/2039 200M 4.0000 4.1000 98.818 BAM 09/01 /2040 09/01 /2041 09/01/2042 220M 4.1250 4.2000 99.011 BAM 09/01 /2043 09/01 /2044 09/01/2045 235M 4.1250 4.2500 98.208 BAM 09/01 /2046 09/01 /2047 1 09/01/2048 260M 4.1250 4.3000 97.315 BAM 09/01 /2049 09/01 /2050 185M 4.2500 4.3200 98.879 BAM Total Interest Cost: $1,229,983.96 Discount: $50,112.85 Net Interest Cost: $1,280,096.81 NIC: 4.477690 Total Insurance Premium: $61,200.00 Time Last Bid Received On:05/11/2023 9:44:34 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Robert W. Baird & Co., Inc., Milwaukee, WI 1 of 1 5/11/2023, 10:00 AM PARITY Bid Form https://www.newissuehome.i-deal. com/Parity/asp/main. asp?page=parit... Cr (�I-DeaAWireInbox Upcoming Calendar I Overview Result.. Excel ' Print RBC Capital Markets - Dallas, TX's Bid Parity Calendar Deal List Rock Prairie Mgmt Dt #2 $1,750,000 Unlimited Tax Road Bonds, Series 2023 For the aggregate principal amount of $1,750,000.00, we will pay you $1,697,500.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date .Amount $ Coupon % Yield % Dollar Price Bond Insurance j 09/01/2025 45M 6.5000 3.3000 106.828 BAM 09/01/2026 45M 6.5000 3.3000 109.731 BAM 09/01/2027 50M 6.5000 3.3000 112.540 BAM 09/01/2028 50M 6.5000 3.3000 115.258 BAM 09/01/2029 50M 6.5000 3.3000 117.889 BAM 09/01/2030 55M 4.0000 3.3500 103.625 BAM 09/01/2031 55M 4.0000 3.4500 103.056 BAM 09/01/2032 55M 4.0000 3.5000 102.774 BAM 09/01/2033 60M 4.0000 3.6000 102.211 BAM 09/01 /2034 09/01/2035 120M 4.0000 3.7500 101.373 BAM 09/01 /2036 09/01 /2037 09/01/2038 195M 4.0000 4.0000 100.000 BAM 09/01 /2039 09/01 /2040 09/01/2041 215M 4.1250 4.1250 100.000 BAM 09/01 /2042 09/01 /2043 09/01 /2044 09/01/2045 310M 4.2500 4.2500 100.000 BAM 09/01 /2046 09/01 /2047 09/01 /2048 09/01 /2049 09/01/2050 445M 4.3750 4.3750 100.000 BAM Total Interest Cost: $1,232,241.25 Discount: $52,500.00 Net Interest Cost: $1,284,741.25 NIC: 4.493935 Total Insurance Premium: $61,200.00 Time Last Bid Received On:05/11/2023 9:43:34 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: RBC Capital Markets, Dallas, TX 1 of 1 5/11/2023, 10:00 AM PARITY Bid Form https://www.newissuehome.i-deal. com/Parity/asp/main. asp?page=parit... ' I-DeaA Wire Inbox Upcoming Calendar Overview I Result I Excel J Print HilltopSecurities - Dallas, TX's Bid Parity Calendar Deal List Rock Prairie Mgmt Dt #2 $1,750,000 Unlimited Tax Road Bonds, Series 2023 For the aggregate principal amount of $1,750,000.00, we will pay you $1,697,979.10, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s)- Maturity Date Amount $ Coupon %'Yield % Dollar Price Bond Insurance 09/01/2025 45M 4.0000 4.0000 100.000 09/01/2026 45M 4.0000 4.0300 99.904 f 09/01/2027 50M 6.0000 4.0500 107.509 09/01/2028 50M 6.0000 4.0800 108.958 09/01/2029 50M 4.0000 4.1000 99.449 f 09/01 /2030 i 09/01/2031 110M 4.0000 4.1000 99.302 09/01 /2032 09/01/2033 115M 4.0000 4.1500 98.754 09/01 /2034 09/01 /2035 120M 4.1250 4.2500 98.811 09/01 /2036 09/01 /2037 130M 4.2500 4.3500 98.941 09/01 /2038 09/01 /2039 09/01/2040 205M 4.2500 4.5000 97.018 09/01 /2041 09/01 /2042 09/01 /2043 09/01/2044 305M 4.5000 4.5500 99.317 09/01 /2045 09/01 /2046 i 09/01/2047 250M 4.5000 4.6500 97.826 09/01 /2048 09/01 /2049 09/01/2050 275M 4.5000 4.7000 96.939 Total Interest Cost: $1,262,848.75 Discount: $52,020.90 Net Interest Cost: $1,314,869.65 NIC: 4.599323 Total Insurance Premium: $0.00 Time Last Bid Received On:05/11/2023 9:43:28 CDST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: HilltopSecurities, Dallas, TX 1 of 1 5/11/2023, 10:00 AM EXHIBIT "B" ORDER AUTHORIZING THE ISSUANCE OF $1,750,000 UNLIMITED TAX ROAD BONDS, SERIES 2023 BE IT ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO.2: ARTICLE ONE STATUTORY AUTHORITY. RECITALS AND FINDINGS SECTION 1.01: AUTHORITY FOR THE DISTRICT. Rock Prairie Management District No. 2 (the "District"), was organized, created and established as a conservation and reclamation district and political subdivision of the State of Texas by an Act of the 83rd Texas Legislature effective June 14, 2013 (the "Act"), codified as Chapter 3909, Texas Special District Local Laws Code, pursuant to the provisions of Article III, Sections 52 and 52-1, and Article XVI, Section 59, of the Constitution of Texas, and operates under and is governed by the provisions of the Act, Chapter 49, V.T.C.A. Water Code, and Chapter 375, V.T.C.A. Local Government Code. SECTION 1.02: PURPOSES OF THE DISTRICT. The District was created and operates by and pursuant to the Act for the following purposes: (a) the control, storage, preservation and distribution of its storm water and floodwater, the water of its rivers and streams for irrigation, power, and all other useful purposes; (b) the reclamation and irrigation of its arid, semiarid, and other land needing irrigation; (c) the reclamation and drainage of its overflowed land and other land needing drainage; (d) the conservation and development of its forests, water, and hydroelectric power; (e) the navigation of its inland and coastal water; (f) the control, abatement, and change of any shortage or harmful excess of water; (g) the protection, preservation and restoration of the purity and sanitary condition of water within the state; (h) the preservation of all natural resources of the state; (i) developing and diversifying the economy of this state; 0) eliminating unemployment and underemployment; and 1-1 Act to: (k) developing or expanding transportation and commerce. SECTION 1.03: POWERS OF THE DISTRICT. The District is authorized by the (a) purchase, construct, acquire, own, operate, maintain, repair, improve, or extend inside and outside its boundaries any and all land, works, improvements, facilities, plants, equipment and appliances necessary to accomplish the purposes of its creation, including all works, improvements, facilities, plants, equipment and appliances incident, helpful, or necessary to: (i) supply water for municipal uses, domestic uses, power and commercial purposes and all other beneficial uses or controls; (ii) collect, transport, process, dispose of and control all domestic, industrial, or communal wastes whether in fluid, solid, or composite state; (iii) gather, conduct, divert, and control local storm water or other local harmful excesses of water in the District; (iv) irrigate the land in the District; (v) alter land elevation in the District where it is needed; (vi) navigate coastal and inland waters of the District; (b) finance, develop and maintain recreational facilities for the people of the District, if and as allowed by applicable law; (c) design, acquire, construct, improve, finance and issue bonds, notes or other obligations for roads, under the authority of Article III, Section 52, Texas Constitution and the Act; and (d) provide, design, construct, acquire, improve, relocate, operate, maintain, or finance an improvement project or service authorized under the Act or Chapter 375, Local Government Code. SECTION 1.04: AUTHORITY OF THIS ORDER. The District is authorized by the Act and Article III, Section 52, of the Texas Constitution, to design, acquire, construct, finance, issue bonds for, and convey to this state, a county, or a municipality for operation and maintenance, a road or any improvement thereto, which meets the criteria of a county in whose jurisdiction the proposed road project is located or the criteria of a municipality in whose corporate limits or extraterritorial jurisdiction the proposed road project is located, if the municipality or county that will operate and maintain the road has approved the plans and specifications of the road project or if the Texas Transportation Commission has approved the plans and specifications of the road project, if the state is to operate and maintain the road, and to provide for the payment of the 1-2 principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District. Said bonds are authorized by the Act and by V.T.C.A. Government Code, §1201.001 et seq., as amended, to be issued in various series or issues, with or without interest coupons, in any denomination, payable at such time or times, in such amount or amounts or installments, at such place or places, in such form, under such terms, conditions, and details, in such manner, redeemable prior to maturity at any time or times, bearing no interest, or bearing interest at any rate or rates (either fixed, variable, floating, adjustable, or otherwise), all as determined by the Board of Directors of the District, and the Board of Directors finds that issuance of said bonds in multiple series or issues over an extended period of time is in the best interests of the District in order to ensure the continuing and orderly development of the District on terms and conditions which are feasible and practical. SECTION 1.05: FINDINGS. It is hereby found, determined and declared that: (a) the matters and facts set out in this Article One are true and correct; (b) at an election held within and for the District on November 3, 2015, the District was authorized to issue bonds in the maximum aggregate principal amount of $71,400,000 for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending a waterworks system, a sanitary sewer system, and a drainage and storm sewer system, including, but not limited to, all additions to such systems and all land, improvements, facilities, plants, equipment, appliances, interests in property, and regional, regulatory or joint use participation rights or contract rights needed therefor and administrative facilities needed in connection therewith, and to provide for the payment of the principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District; (c) at an election held within and for the District on November 3, 2015, the District was authorized to issue bonds in the maximum aggregate principal amount of $106,600,000 for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, and to provide for the payment of the principal of and interest on such bonds by the levy and collection annually of a sufficient tax upon all taxable property within the District; (d) at an election held within and for the District on November 3, 2015, the District was authorized to issue refunding bonds in the maximum aggregate principal amount of $178,000,000 to provide for the refunding by any lawful means of all or any portion of the Outstanding Bonds (hereinafter defined), the Bonds (hereinafter defined), Additional Bonds (hereinafter defined), or refunding bonds payable in whole or in part from taxes; 1-3 (e) the election described in paragraphs (b) through (d) hereof was called and held under and in strict conformity with the Constitution and laws of the State of Texas and of the United States of America, and the Board of Directors of the District has heretofore officially declared the results of said election and declared that the District was legally created and authorized to issue the bonds described in paragraphs (b) through (d) above, provided that City of College Station consent will be required prior to the issuance of bonds; (f) pursuant to the authority of the election held November 3, 2015, as described in paragraph (c) above, the District has heretofore issued its $2,500,000 Unlimited Tax Road Bonds, Series 2021, dated as of April 1, 2021 (the "Series 2021 Road Bonds") and $2,500,000 Unlimited Tax Road Bonds, Series 2022, dated as of October 1, 2022 (the "Series 2022 Road Bonds") to finance the acquisition, and construction of road improvements to serve land within the District and, as of the date hereof, there remains outstanding and unpaid $2,435,000 in aggregate principal amount of the Series 2021 Road Bonds and $2,500,000 in aggregate principal amount of the Series 2022 Road Bonds (collectively, the "Outstanding Bonds"); (g) the $1,750,000 bonds authorized by this Order should be issued pursuant to the authority of the election held on November 3, 2015 as described in paragraph (c) above for the acquisition and/or construction of road facilities to serve land within the District, and to pay certain other costs and expenses relating to the issuance of the Bonds; (h) the District has been authorized to 'levy taxes in payment of the Bonds, and the taxes to be levied and collected will be sufficient to pay the principal of the Bonds herein authorized as it becomes due and the interest thereon as it accrues and becomes payable; and (i) the Board of Directors reserves the right to issue the remaining $71,400,000 unissued bonds which were authorized at the election described in paragraph (b) hereof, the remaining $99,850,000 unissued bonds which were authorized at the election described in paragraph (c) hereof, and the remaining $178,000,000 unissued bonds which were authorized at the election described in paragraph (d) hereof, in one or more series, at a future date or dates when, in the judgment of the Board of Directors, such amounts are required for authorized purposes. (End of Article One) 1-4 ARTICLE TWO DEFINITIONS AND INTERPRETATIONS SECTION 2.01: DEFINITIONS. The following definitions, together with any supplemental definitions contained herein or in any exhibit hereto, shall apply with equal force herein and in any amendment or supplement hereto, and the scope and meaning of terms used in Exhibit "A", Exhibit "B". and Exhibit "C" hereto, whether or not defined therein, shall be determined by reference to this Article. Act. The term "Act" is defined in Section 1.01 hereof. Additional Bonds. The term "Additional Bonds" shall mean any additional bonds, including bonds payable in whole or in part from taxes, revenue bonds, contract revenue bonds, special project revenue bonds, refunding bonds and other bonds which the Board of Directors expressly reserves the right to issue in Article Nine of this Order. Authorized Investments. The term "Authorized Investments" shall mean all instruments which are authorized under the District's policies for investment of funds of the District adopted by the Board of Directors of the District from time to time, but in any event, all such instruments shall be authorized under the laws of the State of Texas for investment of funds of municipal utility districts. Board of Directors. The term "Board of Directors" shall mean the governing body of the District, as now or hereafter constituted. Bond Counsel. The term "Bond Counsel" shall mean the law firm of Schwartz, Page & Harding, L.L.P., Houston, Texas. Bond Fund. The term "Bond Fund" shall mean the District's debt service fund created and established and confirmed pursuant to the Prior Bond Orders. 2-1 Bond Fund Road Bond Account. The term "Bond Fund Road Bond Account" shall mean the special account created and established pursuant to the Prior Bond Orders. Bonds. The term "Bond" or "Bonds" shall mean any Bond or Bonds, as the case may be, of the issue of $1,750,000 Unlimited Tax Road Bonds, Series 2023, initially dated as of June 1, 2023, and authorized, issued and delivered pursuant to this Order. Business Day. The term "Business Day" or "Business Days" shall mean any calendar day or days which fall on Monday through Friday, but shall not include any such day which is designated as an official state or national holiday or a day on which financial institutions where the Paying Agent is located are authorized or required by state or national law or by executive order to close. Construction Fund. The term "Construction Fund" shall mean the District's construction fund created and established pursuant to the Prior Bond Orders. Delivery Date. The term "Delivery Date" shall mean, with respect to any one or more of the Bonds, the date of delivery of such Bond(s) to the Initial Purchaser thereof, as printed, stamped, or typed on the Initial Bonds. DTC. The term "DTC" means the Depository Trust Company of New York, New York, or any successor securities depository. DTC Paxticinant. The term "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC holds securities to facilitate the clearance and settlement of securities transactions among such DTC Participants. District. The term "District" is defined in Article One hereof and shall mean and include any successors and assigns of the District and, where appropriate, shall refer to the Board of Directors of the District. 2-2 Fiscal Year. The term "Fiscal Year" shall mean the annual period from June 1 through May 31, or such other period as may hereafter be established by resolution of the Board of Directors of the District. Holder. The term "Holder" or "Holders" shall mean, when used with respect to any Bond, the Person or Persons in whose name such Bond is registered on the Register. Initial Bonds. The term "Initial Bond" or "Initial Bonds" shall mean any one or more of the Bonds authorized, issued and initially delivered hereunder upon which the manually executed certificate of registration of the Comptroller of Public Accounts of the State of Texas, or his or her duly authorized deputy, substantially in the form prescribed in Section 5.03 hereof, has been placed. Initial Date. The term "Initial Date" shall mean June 1, 2023. Initial Purchaser. The term "Initial Purchaser" shall mean the Person or Persons to whom the Bonds are to be sold and delivered, as provided in Section 13.01 hereof. Interest Payment Date. The term "Interest Payment Date" shall mean the date on which interest on any then outstanding Bond is due and payable, as provided in Section 3.04 hereof. Letter of Representation. The term "Letter of Representation" shall mean the Blanket Issuer Letter of Representations between the District and DTC, as same may be amended or supplemented from time to time. Maturity Date. The term "Maturity Date" shall mean any date on which the principal of any then outstanding Bond is due and payable, as provided in Section 3.03 hereof. 2-3 Net Proceeds. Except as said term is otherwise specifically defined for purposes of Section 8.01 hereof, the term "Net Proceeds" shall mean all proceeds received by the District from the sale of the Bonds, except those proceeds deposited into the Bond Fund Road Bond Account pursuant to the provisions of Section 7.04 hereof. Order. The term "Order" shall mean this Order and all amendments or supplements hereto. Outstanding Bonds. The term "Outstanding Bonds" is defined in Section 1.05 hereof. Paviniz Ap-ent. The term "Paying Agent" shall mean the Person selected and maintained from time to time by the District for the purpose of making payment on behalf of the District of the principal of and the interest on the Bonds, as provided in Section 12.06 of this Order. Person. Except as said term is otherwise specifically defined for purposes of Section 8.01 hereof, the term "Person" shall mean any individual, corporation, partnership, firm, joint venture, association, joint stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof. Predecessor Bonds. The term "Predecessor Bonds" shall mean, with respect to any particular Bond, every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond, and, for the purposes of this definition, any Bond registered and delivered pursuant to Section 3.10 hereof shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Bond in lieu of which such Bond was delivered. Prior Bond Orders The term "Prior Bond Orders" shall mean the orders of the Board of Directors of the District authorizing the issuance of the Series 2021 Road Bonds and Series 2022 Road Bonds, and amendments and supplements thereof, if any. 2-4 Record Date. The term "Record Date" shall mean, with respect to an Interest Payment Date of March 1, the preceding February 15, and with respect to an Interest Payment Date of September 1, the preceding August 15, whether or not such dates are Business Days. RedernDtion Date. The term "Redemption Date" shall mean, when used with respect to any Bond to be redeemed prior to its Maturity Date, the date fixed for redemption of such Bond pursuant to the terms of this Order. Register. The term "Register" shall mean the registry books maintained on behalf of the District by a Registrar designated by the District for such purpose in which are maintained the names and addresses of Holders and the principal amounts of the Bonds registered in the name of each Holder. Registrar. The term "Registrar" shall mean the trust or banking corporation or association designated and acting in such capacity from time to time, as provided in Section 12.05 of this Order. Road Bonds. The term "Road Bonds" shall mean the Bonds, the Series 2021 Road Bonds, the Series 2022 Road Bonds, and any Additional Bonds of the District issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending the Road System, and any related refunding bonds, whether hereunder or hereafter issued, sold and delivered by the District. Road Construction Fund Account. The term "Road Construction Fund Account" shall mean the special account created and established within the Construction Fund pursuant to the Prior Bond Orders. Road System. The term "Road System" shall mean a system of road facilities or facilities in aid thereof to serve the District, including, but not limited to, all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, now owned or hereafter purchased, constructed or otherwise acquired, and all extensions and replacements thereof and improvements thereto whensoever made. 2-5 Serial Bonds. The term "Serial Bond" or "Serial Bonds" shall mean any one or more as the case may be of the Bonds issued hereunder as serial bonds, which have Maturity Dates in the years 2025 through 2029, inclusive, and which are not subject to mandatory redemption pursuant to Section 4.01 hereof. Series 2021 Road Bonds. The term "Series 2021 Road Bonds" is defined in Section 1.05 hereof. Series 2022 Road Bonds. The term "Series 2022 Road Bonds" is defined in Section 1.05 hereof. Term Bonds. The term "Term Bond" or "Term Bonds" shall mean one or more, as the case may be, of the Bonds issued hereunder as term bonds which have a Maturity Date in the years 2031, 2033, 2037, 2040, 2043, 2046 and 2050, and which are subject to mandatory redemption pursuant to Section 4.01 hereof. SECTION 2.02: INTERPRETATIONS: TIME OF PERFORMANCE. The titles and headings of the articles and sections of this Order have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Order and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the taxes levied in payment thereof. Unless a time period specified for performance of any action under this Order is specified to be a Business Day or Business Days, such performance time period means the number of calendar days for such performance to be accomplished. (End of Article Two) 2-6 ARTICLE THREE AUTHORIZATION. DESCRIPTION AND EXECUTION OF BONDS, SECTION 3.01: AMOUNT, NAME, PURPOSE AND AUTHORIZATION. The Bonds of the District, to be known and designated as "Rock Prairie Management District No. 2 Unlimited Tax Road Bonds, Series 2023", shall be issued in the aggregate principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, all under and in strict conformity with the Constitution and laws of the State of Texas, including, particularly, Section 52 of Article III of the Constitution of Texas and the Act. SECTION 3.02: FORM. INITIAL DATE, DELIVERY DATE. NUMBERS AND DENOMINATIONS. The Initial Bonds shall be issued and delivered in fully registered form, without interest coupons, and shall be dated as of the Initial Date. Each Initial Bond submitted for approval, registration and delivery in accordance with Section 3.07 hereof shall be numbered "IR-", followed by the last two digits of the year of the Maturity Date of such Initial Bond, and shall be completed with the Delivery Date. Each Bond registered and delivered subsequent to the Initial Bonds shall be dated as of the Initial Date and shall include thereon the Delivery Date. Each such Bond shall be numbered consecutively, in succession, beginning with the numeral "1 ", which shall be preceded by the prefix "R", and shall be in denominations of $5,000, or any integral multiple thereof. SECTION 3.03: INTEREST RATES AND MATURITY DATES. The Bonds shall include both Serial Bonds and Term Bonds, as provided below. (a) Bonds in the aggregate principal amount of $240,000 shall be issued as Serial Bonds, shall bear interest from the later of the Delivery Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate or rates set forth in the following schedule, and shall mature and become payable, subject to prior redemption in accordance with the provisions of Article Four hereof, on September 1 in each of the years and in the principal amounts set forth in the schedule below: Principal Year of Interest Amount Maturity Rate $ 45,000 2025 6.500% $ 45,000 2026 6.500% $ 50,000 2027 6.000% $ 50,000 2028 6.000% $ 50,000 2029 6.000% 3-1 (b) Bonds in the aggregate principal amount of $1,510,000 shall be issued as Term Bonds, shall bear interest from the later of the Delivery Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate or rates set forth in the following schedule, and shall mature and become payable, subject to mandatory and optional redemption in accordance with the provisions of Article Four hereof, on September 1 in the year and in the principal amounts set forth in the schedule below: Principal Year of Interest Amount Maturity Rate $ 110,000 2031 6.000% $ 115,000 2033 4.000% $ 250,000 2037 4.000% $ 205,000 2040 4.000% $ 225,000 2043 4.125% $ 245,000 2046 4.125% $ 360,000 2050 4.250% SECTION 3.04: DATES AND MANNER OF PAYMENT OF INTEREST. Interest on the Bonds shall be payable semiannually on March 1 and September 1 of each year, commencing on March 1, 2024, until payment of the principal thereof has been made or duly provided for. The amount of interest on the Bonds payable on each Interest Payment Date, Maturity Date or Redemption Date shall be computed on the basis of a 360-day year of twelve 30-day months. Not later than ten (10) days before each Interest Payment Date, Maturity Date or Redemption Date, the Paying Agent shall compute the amount of interest to be due and payable on such date and shall send to the District notice of the amount so computed to be due and payable on such date. The payments of interest on the Bonds shall be payable, at the option of the District, by check mailed by the Paying Agent to the Holder, at the address shown on the Register, or by such other customary banking arrangements as may be acceptable to the Paying Agent and the Holder, at the risk and expense of such Holder. The interest so payable on any Interest Payment Date will be paid to the Person in whose name each Bond (or one or more Predecessor Bonds evidencing the same obligation) is registered at the close of business on the Record Date for such Interest Payment Date. Each Bond delivered pursuant to the terms of this Order upon transfer or in exchange for or in lieu of any Predecessor Bond shall carry all the rights to interest, both accrued and unpaid, and to accrue, which were carried by such Predecessor Bond, and each such Bond shall bear or accrue interest as specified herein so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 3.05: MEDIUM AND PLACE OF PAYMENT AT MATURITY OR REDEMPTION. The principal of the Bonds payable at any Maturity Date or Redemption Date, shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which on such dates of payment is legal tender for the payment of debts due the United States of America, upon the presentation and surrender of such Bonds, as they become due or at their earlier Redemption Date, at the designated office of the Paying Agent. 3-2 SECTION 3.05: EXECUTION. The Bonds shall be signed on behalf of the District by the President and Secretary of the Board of Directors of the District, and the District's seal shall be placed or impressed thereon. Such signatures may be manually executed or placed in facsimile on the Bonds, and the District's seal may be manually impressed or printed or otherwise mechanically reproduced in facsimile on the Bonds. In case any official of the District who shall have signed any of the Bonds, either manually or by facsimile signature, shall cease to be such officer before the Bonds so signed shall have been authenticated and delivered by the Registrar, or disposed of by the District, such Bonds, nevertheless, may be authenticated and delivered or disposed of as though the Person who signed such Bonds had not ceased to be such officer of the District, and any Bond may be signed on behalf of the District by such Person as, at the actual time of execution of such Bond, shall be a proper officer of the District, although at the date of such Bond or of the adoption of this Order, such Person was not such officer. Minor typographical and other minor errors in the text of any Bond or minor defects in the seal or facsimile signature on any Bond shall not affect the validity or enforceability of such Bond, if same has been duly authenticated by the Registrar or registered by the Comptroller of Public Accounts of the State of Texas, as required herein. SECTION 3.07: APPROVAL, REGISTRATION AND DELIVERY. The Initial Bonds shall consist of one Bond for each year of maturity specified in Section 3.03 hereof, representing the entire principal amount of the Bonds scheduled to mature in each of such years of maturity, and shall be made payable to the Initial Purchaser, or its designee. The President and Secretary of the Board of Directors of the District and representatives of the District's Bond Counsel are each hereby authorized and directed to submit the Initial Bonds and a transcript of the proceedings relating to the issuance of the Bonds to the Attorney General of Texas for approval and, following said approval, to submit the Initial Bonds to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Initial Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's registration certificate prescribed herein to be printed and endorsed on each Initial Bond. After the Initial Bonds have been registered and signed by the Comptroller, they shall be delivered to the Registrar, completed with the Delivery Date and registered on the Register in the name of Cede & Co., as nominee of DTC, and thereafter shall be delivered to the Initial Purchaser or its designee, but only upon receipt of the full purchase price therefor. At any time after delivery of the Initial Bonds, the Holder may, subject to the requirements of and in accordance with the procedures prescribed in Section 3.09 hereof, surrender any Bonds to the Registrar for transfer or exchange, accompanied by instructions specifying the name(s) and address(es) of the Person(s) to whom such Bonds are to be transferred and the principal amount(s) of the Bond(s) to be authenticated and delivered in exchange therefor, and the Registrar shall thereupon, within not more than three (3) Business Days, authenticate and register Bonds conforming to such instructions and the provisions of this Order. No Initial Bond shall be entitled to any right or benefit under this Order, or be valid or obligatory for any purpose, unless there appears on such Initial Bond a certificate of registration substantially in the form provided in Section 5.03 hereof, duly executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized deputy, by manual signature; nor shall any Bond authenticated and delivered subsequent to the Initial Bonds be so entitled or be 3-3 valid or obligatory, unless there appears on such Bond a Certificate of Registrar substantially in the form provided in Section 5.02 hereof, duly executed by an authorized officer or employee of the Registrar, by manual signature. Such Certificate of Registrar upon any Bond authenticated and delivered subsequent to the Initial Bonds shall be conclusive evidence that such Bond has been so certified or registered and delivered. SECTION 3.08: OWNERSHIP OF BONDS. The District, the Paying Agent, the Registrar and any other Person may treat the Person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and interest thereon and for all other purposes, whether or not such Bond is overdue, and neither the District, the Paying Agent, nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the Person deemed to be the owner of any Bond in accordance with this Section 3.08 shall be valid and effective for all purposes and shall discharge the liability of the District, the Paying Agent and the Registrar to the extent of the sums paid. SECTION 3.09: REGISTRATION. TRANSFER AND EXCHANGE. So long as any Bonds remain outstanding, the Registrar shall keep and maintain at its designated office a Register in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration, transfer and exchange of Bonds in accordance with the terms of this Order. Each Bond shall be transferable only upon the presentation and surrender thereof at the office designated by the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative. Within three (3) Business Days following due presentation for registration of the transfer of any Bond, the District shall cause to be executed and the Registrar shall authenticate in the name of the transferee or transferees one or more exchange Bonds in a like aggregate principal amount and a like interest rate and shall deliver or mail same to the transferee or transferees by United States mail, first class, postage prepaid. All Serial Bonds shall be exchangeable upon the presentation and surrender thereof at the office designated by the Registrar for a Serial Bond or Serial Bonds having the same maturity and interest rate, in any authorized denomination, and in an aggregate principal amount equal to the unpaid principal amount of the Serial Bond or Serial Bonds presented for exchange. Within three (3) Business Days following due presentation for exchange of any Serial Bond, the District shall cause to be executed and the Registrar shall authenticate, register and deliver or send to the Holder, by United States mail, first class, postage prepaid, exchange Serial Bonds in accordance with the provisions of this Section 3.09. Except as provided in Section 3.12 hereof, a Term Bond is not exchangeable so long as it is registered in the name of Cede & Co., as nominee of DTC. Each Bond transferred or exchanged and duly authenticated and delivered in accordance with this Section 3.09 shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. No service charge shall be made for any transfer or exchange referred to above, but the District or the Registrar may require the Holder of any Bond to pay a sum sufficient to pay any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. 3-4 The Registrar shall not be required to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of the mailing of, notice of redemption of Bonds prior to maturity, nor shall the Registrar be required to transfer or exchange any Bond selected for redemption in whole or in part when such Redemption Date is scheduled to occur within thirty (30) calendar days. SECTION 3.10: REPLACEMENT BONDS. Upon the presentation and surrender to the Registrar of a mutilated Bond, the District shall cause to be executed, and the Registrar shall authenticate, register and deliver in exchange therefor, a replacement Bond of like tenor and principal amount bearing a number not contemporaneously outstanding. In the event that any Bond is lost, apparently destroyed or wrongfully taken, the District, pursuant to the applicable laws of the State of Texas, and in the absence of actual notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall cause to be executed, and the Registrar shall authenticate, register and deliver, a replacement Bond of like tenor, interest, and principal amount bearing a number not contemporaneously outstanding, provided that the Holder thereof shall have: (a) furnished to the Registrar and the District satisfactory evidence of the ownership and the circumstances of the loss, destruction or theft of such Bond; (b) furnished such security or indemnity as may be required by the Registrar, the District and the Paying Agent to save the District, the Registrar and the Paying Agent harmless; (c) paid all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees and expenses of the Registrar, the District and Paying Agent and any tax or other governmental charge that may be imposed; and (d) met any other reasonable requirements of the District, the Registrar and the Paying Agent. If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the District, the Registrar and the Paying Agent shall be entitled to recover upon such replacement Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the District, the Registrar and the Paying Agent in connection therewith. In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent, with the concurrence of the Registrar, in their discretion, may pay such Bond, in lieu of issuance of a replacement Bond. 3-5 Each replacement Bond delivered in accordance with this Section 3.10 shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. SECTION 3.11: BOOK -ENTRY ONLY SYSTEM. Notwithstanding the foregoing, the Initial Bonds and all subsequent Bonds shall be registered in the name of Cede & Co., as nominee of DTC, except as provided in Section 3.12 hereof. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the District, the Paying Agent and the Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. In particular, and not by way of limiting the foregoing, the District, the Paying Agent and the Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than a Holder, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than a Holder, as shown in the Register, any amount with respect to the principal of or the premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Order to the contrary, the District, the Paying Agent and the Registrar shall be entitled to treat and consider ,the Person in whose name each Bond is registered on the Register as the absolute owner of such Bond for the purpose of payment of the principal of and the premium, if any, and interest on such Bond; for the purpose of giving notices of redemption and other matters with respect to such Bond; for the purpose of registering transfers with respect to such Bond; and for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Holders, as shown on the Register and as provided in this Order, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the payment of the principal of and the premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Except as provided in Section 3.12 hereof, no Person, other than a Holder, as shown on the Register, shall be issued an exchange Bond pursuant to this Order. Upon delivery by DTC to the Paying Agent and the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Order with respect to interest payments to the Holders as of the close of business on a Record Date, the word "Cede & Co." in this Order shall refer to such new nominee of DTC. Notwithstanding any other provision of this Order to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and the premium, if any, and interest on such Bond, and all notices with respect to such Bond, shall be made and given, respectively, in the manner provided in the Letter of Representation. If fewer than all of the Bonds of the same maturity are to be redeemed, the particular Bonds, or portions thereof, to be redeemed in whole or in part from within each such maturity shall be selected by DTC from the Bonds, or portions thereof, which have not previously been called for redemption in accordance with the procedures of DTC notwithstanding any other provision of this Order to the contrary. 3-6 SECTION 3.12: SUCCESSOR SECURITIES DEPOSITORY; TRANSFER OUTSIDE BOOK -ENTRY ONLY SYSTEM. In the event that the District, in its sole discretion, determines that the beneficial owners of the Bonds should be able to obtain exchange Bonds, the District shall notify DTC and the DTC Participants, as identified by DTC, of the availability through the Registrar of exchange Bonds and cause the registration and transfer of one or more exchange Bonds to the DTC Participants having Bonds credited to their DTC accounts, as identified by DTC, but only upon presentation of surrender of the Bonds to be exchanged, upon receipt of proper proof of the ownership interests of the DTC Participants, and integral multiples of $5,000 in principal amount; provided, however, that in such event, each Term Bond shall be exchangeable only for one or more Serial Bonds bearing the same rate of interest and corresponding in aggregate principal amounts and Maturity Dates to the unpaid mandatory redemption amounts and Redemption Dates applicable to such Term Bond pursuant to Section 4.01 hereof, with the particular Maturity Date applicable to any such exchange Serial Bond to be determined by the Registrar by lot or other customary method. In the event DTC discontinues the services described herein, the District shall appoint a successor securities depository qualified to act as such under Section 17 (a) of the Securities and Exchange Act of 1934, as amended; notify DTC and the DTC Participants, as identified by DTC, of the appointment of such successor securities depository; and cause the registration and transfer of one or more exchange Bonds to such successor securities depository. In either such event, the Bonds shall no longer be restricted to being registered on the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Holders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Order. SECTION 3.13: CANCELLATION. All Bonds paid or redeemed in accordance with this Order, and all Bonds in lieu of which exchange Bonds or replacement Bonds are executed, authenticated, registered and delivered in accordance with Section 3.09 or Section 3.10 of this Order, shall be cancelled upon the making of proper records regarding such payment, redemption, exchange or replacement and shall be treated in accordance with the document retention policies of the Paying Agent and the records retention schedules of the District. The Paying Agent and Registrar shall periodically furnish the District with certificates of cancellation of such Bonds, upon written request therefor. (End of Article Three) 3-7 ARTICLE FOUR REDEMPTION OF BONDS BEFORE MATURITY SECTION 4.01: A. MANDATORY REDEMPTION OF TERM BONDS. Term Bonds with Maturity Dates of September 1, 2031, 2033, 2037, 2040, 2043, 2046 and 2050, shall be redeemed, at a price equal to the principal amount thereof, plus accrued interest to the Redemption Date, on September 1 in each of the years and in the principal amounts set forth in the following schedule, with the particular portions of such Term Bonds to be redeemed to be selected by the Registrar or DTC, as applicable, from the portions of the Term Bonds which have not previously been redeemed by the District, by lot or other customary method: Year of Principal Redemption Amount 2030 $ 55,000 2031 (Maturity) $ 55,000 2032 $ 55,000 2033 (Maturity) $ 60,000 2034 $ 60,000 2035 $ 60,000 2036 $ 65,000 2037 (Maturity) $ 65,000 2038 $ 65,000 2039 $ 70,000 2040 (Maturity) $ 70,000 2041 $ 75,000 2042 $ 75,000 2043 (Maturity) $ 75,000 2044 $ 80,000 2045 $ 80,000 2046 (Maturity) $ 85,000 2047 $ 85,000 2048 $ 90,000 2049 $ 90,000 2050 (Maturity) $ 95,000 Notwithstanding the foregoing, to the extent that Term Bonds of a particular maturity have been previously redeemed in part through the exercise of the District's reserved right of optional redemption, as provided below, each of the aforesaid scheduled mandatory redemption payments for the Term Bonds of such maturity shall be reduced in each such instance of prior redemption, as specified in the District's notice to the Paying Agent as provided below. B. OPTIONAL REDEMPTION OF BONDS. The District reserves the right, at its option, to redeem the Bonds maturing on or after September 1, 2030, prior to their scheduled maturities, in whole or, from time to time, in part, on September 1, 2029, or on any date thereafter, 4-1 at a price equal to the principal amount thereof to be redeemed plus accrued interest on said principal amount thereof called for redemption to the Redemption Date. The District shall, at least forty-five (45) calendar days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Registrar and Paying Agent), notify the Registrar and Paying Agent of such Redemption Date and of the principal amount of the Bonds of each maturity to be redeemed. If less than all of the Serial Bonds of the same maturity are to be redeemed, the particular Serial Bonds to be redeemed in whole or in part from within each such maturity shall be selected by the Registrar or DTC, as applicable, from the Serial Bonds which have not previously been called for redemption, by lot or other customary method; provided, however, that in the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000 or an integral multiple thereof. The Registrar shall promptly notify the District and the Paying Agent, if different than the Registrar, in writing, of the Serial Bonds selected for redemption and, in the case of any Serial Bond selected for partial redemption, of the principal amount thereof to be redeemed. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District shall notify the Paying Agent at least forty-five (45) calendar days prior to the Redemption Date of the reductions in the remaining mandatory redemption amounts to result from such optional redemption. For purposes of this Order, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal amount of such Bond which has been or is to be redeemed. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with Section 3.09 of this Order, shall authenticate, register and deliver an exchange Bond or Bonds of like interest rate and in aggregate principal amount equal to the unredeemed portion of the Bond so surrendered; provided, however, that the foregoing shall not apply to Bonds registered as set forth in Section 3.11 of this Order. SECTION 4.02: NOTICE OF REDEMPTION. Notice of the selection of any Bonds for redemption pursuant to Section 4.01 above is hereby directed to be given by the Registrar, without any further instruction or notice from the District, at least thirty (30) calendar days prior to the Redemption Date. Notice shall be given by first class United States mail, postage prepaid, to the Holder of each Bond to be redeemed in whole or in part at the address shown on the Register on the date which is forty-five (45) calendar days prior to the Redemption Date. Such notice shall state the Redemption Date, the redemption price, the principal amounts of the Bonds to be redeemed and, if less than all of the then outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemptions within a maturity, the respective principal amounts) of the Bonds to be redeemed, the amount of accrued interest payable on the Redemption Date and the place at which the Bonds are to be surrendered for payment. Any notice mailed as provided in this Section 4.02 shall be conclusively presumed to have been duly given, whether or not the Holder actually receives such notice. Except as otherwise provided in Section 11.03 of this Order, no other notice of the reserved right of redemption shall be given unless otherwise required by law. By the Redemption Date, due provision shall be made with the Paying Agent for the payment of the principal of the Bonds to be redeemed, plus accrued interest thereon to the Redemption Date. When Bonds have been called for redemption, in whole or in part, as provided 4-2 above, and due provision has been made to redeem same, such Bonds or portions thereof, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the right of the Holders to collect interest which would otherwise accrue after the Redemption Date upon the principal of such Bonds or the portions thereof so called for redemption shall be terminated. (End of Article Four) 4-3 ARTICLE FIVE FORM OF BONDS AND INSURANCE SECTION 5.01: FORM OF BONDS. The Bonds authorized by this Order, including the registration certificate of the Comptroller of Public Accounts of the State of Texas or Registrar, as applicable, and form of assignment shall be in substantially the forms specified in Exhibit "A" and Exhibit "B" attached hereto and made a part hereof for all purposes, with such omissions, insertions and variations as may be necessary or desirable and consistent with the terms of this Order. SECTION 5.02: CERTIFICATE OF REGISTRAR. The form of Certificate of Registrar specified in Exhibit "B" attached hereto shall be printed on or attached to each of the Bonds authenticated, registered and delivered subsequent to the Initial Bonds. SECTION 5.03: REGISTRATION OF BONDS BY STATE COMPTROLLER, AND CERTIFICATE. The Initial Bonds shall be registered by the Comptroller of Public Accounts of the State of Texas, as provided by law. In lieu of the Certificate of Registrar specified in Section 5.02 hereof, the registration certificate of the Comptroller of Public Accounts of the State of Texas shall be printed or typed on or attached to each of the Initial Bonds and shall be in substantially the form specified in Exhibit "A" attached hereto. SECTION 5.04: FORM OF ASSIGNMENT. The form of Assignment specified in Exhibit "A" and Exhibit "B" attached hereto shall be printed at the back of or attached to each of the Bonds. SECTION 5.05: CUSIP REGISTRATION. The officers and representatives of the District may secure the printing of identification numbers on the Bonds through the CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of the American Bankers Association. SECTION 5.06: LEGAL OPINION. The approving opinion of the District's Bond Counsel may be printed on the Bonds over the certification of the Secretary of the Board of Directors, which may be executed in facsimile or, with respect to Bonds registered in the name of Cede & Co., as nominee of DTC, in accordance with Section 3.11 of this Order, an original of said opinion may be delivered to the Initial Purchaser. SECTION 5.07: BOOK -ENTRY ONLY BONDS_. Notwithstanding anything in this Article Five to the contrary, exchange bonds in the form specified in Exhibit "B" attached hereto shall not be issued except as set forth in Section 3.12 of this Order. SECTION 5.08: BOND INSURANCE PROCEEDINGS. The officers and representatives of the District are hereby authorized and directed (i) to make application for and to execute, attest and deliver any and all certificates, agreements or other instruments necessary to 5-1 secure a municipal bond insurance policy with respect to the Bonds, and (ii) to provide for the printing of a statement or legend relating to such insurance on the Bonds, all as may be deemed necessary by said officers and representatives. (End of Article Five) 5-2 ARTICLE SIX SECURITY FOR THE BONDS SECTION 6.01: SECURITY FOR THE BONDS. The Bonds are secured by and payable from the proceeds of an annual ad valorem tax, levied without legal limitation as to rate or amount, upon all taxable property within the District, and such taxes, as collected and received, are hereby pledged to the payment of the principal of and the interest, payment expenses and redemption price on the Bonds and the Outstanding Bonds. SECTION 6.02: LEVY OF TAX. To pay the interest on the Bonds, and to create a sinking fund for the payment of the principal thereof when due, and to pay the expenses of assessing and collecting such taxes and making payments in respect of the Bonds, there is hereby levied, and there shall be assessed and collected in due time, an annual ad valorem tax, without legal limit as to rate or amount, upon all taxable property in the District for each year while any of the Bonds are outstanding. All of the proceeds of such collections, except costs incurred in connection therewith, shall be paid into the Bond Fund Road Bond Account, as established pursuant to the Prior Bond Orders, and the aforementioned tax and such payments into the Bond Fund Road Bond Account shall continue until the Bonds and the interest thereon, together with all expenses incurred in making payments in respect of the Bonds and all amounts due to the United States of America pursuant to Section 8.01(g) hereof, have been fully paid and discharged, and such proceeds shall be used for such purposes and no other. While said Bonds, or any of them, are outstanding and unpaid, an ad valorem tax, each year at a rate from year to year as will be ample and sufficient to provide funds to pay the current interest on said Bonds and to provide the necessary sinking fund to pay the principal and accrued interest on the Bonds when due, with full allowance being made for delinquencies and costs of collection, shall be levied, assessed and collected, as follows: (a) After receipt of the certified roll of taxable property in each year, and at such time as required by then applicable law, the Board of Directors shall consider the taxable property in the District and determine the actual rate per $100 valuation of taxable property which is to be levied in that year and shall levy such tax against all taxable property in the District. (b) In determining the actual rate to be levied in each year, the Board of Directors shall consider, among other matters: (1) the amount which should be levied for the payment of the principal of or the interest, payment expenses and redemption price on each series of bonds or notes of the District payable in whole or in part from taxes, including, but not limited to, the Bonds, the Outstanding Bonds and any Additional Bonds; and (2) the percentage of anticipated tax collections and the costs of assessing and collecting such taxes. 6-1 (c) In determining the amount of taxes which should be levied each year, the Board of Directors may also consider whether proceeds from the sale of bonds of the District have been capitalized or placed in escrow to pay interest during construction and whether the Board of Directors reasonably expects to have investment earnings from the Bond Fund or the Bond Fund Road Bond Account, as applicable, or excess arbitrage profits payable to the United States of America, or revenues or receipts available from other sources which are legally available to pay the principal of or the interest, payment expenses or redemption price on the Bonds, the Outstanding Bonds or any Additional Bonds or notes payable in whole or in part from taxes. In addition to the tax levied pursuant to this Section 6.02, the District may also levy from time to time taxes for maintenance and operation purposes, for contract obligations payable from taxes, and for any other purpose or purposes authorized by law. SECTION 6.03: PERFECTION OF PLEDGE. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of taxes by the District under Section 6.01 of this Order, and such pledge is, therefore, valid, effective and perfected. If, at any time while all or any portion of the Bonds are outstanding and unpaid, Texas law is amended in a manner that such pledge is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Holders the perfection of the security interest in and to such pledge, the District covenants and agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, and to enable a filing to perfect the security interest in such pledge to occur. (End of Article Six) 6-2 ARTICLE SEVEN APPLICATION OF BOND PROCEEDS; FLOW OF FUNDS AND INVESTMENTS, SECTION 7.01: BOND PROCEEDS. Proceeds from the sale of the Bonds will be disbursed in accordance with this Article Seven. SECTION 7.02: CREATION OF FUNDS AND ACCOUNTS. Notwithstanding any part or provision hereof to the contrary, the creation and confirmation of the Bond Fund, Bond Fund Road Bond Account, Construction Fund, and Road Construction Fund Account pursuant to the provisions of the Prior Bond Orders are hereby confirmed. Each fund and account shall be kept separate and apart from all other funds and accounts of the District. The Bond Fund Road Bond Account, to the extent permitted by law, shall constitute a trust fund for the benefit of the Holders of the Bonds, the Outstanding Bonds and any Additional Bonds issued for the purpose of financing roads payable in whole or in part from taxes, and shall be applied only to pay interest and principal on the Bonds, the Outstanding Bonds and any Additional Bonds payable in whole or in part from taxes and the fees and expenses of any Paying Agent or Registrar in respect of same, and to defray the expenses, if any, of assessing and collecting taxes levied for payment of the interest on and principal of the Bonds, the Outstanding Bonds and any Additional Bonds issued for the purpose of financing roads payable in whole or in part from taxes, to pay any tax anticipation notes issued together with interest thereon, as such tax anticipation notes shall become due, and to pay to the United States of America any excess arbitrage profits in respect of the Bonds, the Outstanding Bonds and any Additional Bonds payable in whole or in part from taxes which may hereafter come due. SECTION 7.03: SECURITY OF ACCOUNTS. Any cash balance in any fund or account of the District, to the extent not insured by the Bank Insurance Fund managed and maintained by the Federal Deposit Insurance Corporation, or a successor insurance fund, shall be continuously secured by a valid pledge to the District of securities eligible under the laws of Texas to secure the funds of districts such as the District, having an aggregate market value, exclusive of accrued interest, at all times at least equal to the uninsured cash balance in the fund to which such securities are pledged or such higher amount as required by the District's policies for investment of funds of the District. SECTION 7.04: DEPOSITS TO AND WITHDRAWALS FROM BOND FUND, ROAD BOND ACCOUNT. The District shall deposit or cause to be deposited into the Bond Fund Road Bond Account the aggregate of the following at the times specified: (a) As soon as practicable after the Initial Bonds are sold and delivered, out of the proceeds of the sale of the Bonds, a sum equal to the initial twelve (12) months of interest on the Bonds; and (b) As collected, the proceeds from collection of the ad valorem tax levied pursuant to Section 6.02 hereof, less the costs of collection thereof. 7-1 Not later than five (5) calendar days prior to any Maturity Date, Redemption Date and/or Interest Payment Date on the Bonds, the Board of Directors shall cause moneys to be deposited into the Bond Fund Road Bond Account in an amount not less than that which is sufficient to pay the principal of the Bonds which matures and becomes payable on such date, the interest which accrues and becomes payable on such date, and the fees and expenses of the Paying Agent and the Registrar for handling and making such payments on the Bonds on such date, and not later than two (2) Business Days prior to such payment dates shall cause such amounts to be wire transferred to the Paying Agent. SECTION 7.05: CONSTRUCTION FUND. The District shall deposit or cause to be deposited into the Road Construction Fund Account the Net Proceeds of the Bonds, less any portion of the Net Proceeds that has been utilized by the Paying Agent, pursuant to written instructions of the District, for expenses incident to the issuance of the Bonds. Moneys on deposit in the Road Construction Fund Account shall be used solely for the payment of the expenses incident to the issuance of the Bonds, including financial advisory, legal and engineering fees and expenses, and administration, organization and printing expenses of the District, and the costs of purchasing, constructing, acquiring, owning, operating, repairing, improving or extending the Road System. All moneys on deposit in the Road Construction Fund Account as of the date hereof, and all interest and investment earnings on such moneys, now or hereafter deposited into such fund, are to be maintained by the District in such fund to be used for the purposes for which the Bonds, the Series 2021 Road Bonds and the Series 2022 Road Bonds were sold as set forth in the order authorizing issuance of same and/or for any other lawful purpose for which the Series 2021 Road Bonds and the Series 2022 Road Bonds were authorized, and, if required, the consent of any regulatory authority having jurisdiction. SECTION 7.06: SURPLUS CONSTRUCTION FUNDS. After completion of the Road System for which the Bonds are issued and the payment of all lawful obligations associated therewith, at the option of the Board, and, if required, with the consent of any regulatory authority having jurisdiction, the proceeds of the Bonds remaining in the Road Construction Fund Account, together with investment earnings thereon, may be used to pay the costs of constructing additional road facilities which will become part of the Road System and/or for any other lawful purpose for which the Bonds, the Series 2021 Road Bonds and the Series 2022 Road Bonds were authorized, if such use, in the opinion of Bond Counsel, does not adversely affect the status of the exclusion of interest on the Bonds from gross income for federal income tax purposes. Any moneys remaining in the Road Construction Fund Account after completion of the entire Road System shall be deposited into the Bond Fund Road Bond Account. SECTION 7.07: INVESTMENTS; EARNINGS. Moneys deposited into the Bond Fund and the Bond Fund Road Bond Account therein, and into the Construction Fund and the Road Construction Fund Account therein, and any other fund or funds which the District may lawfully create may be invested or reinvested from time to time, but only in Authorized Investments. Except to the extent otherwise required to maintain compliance with the covenants set forth in Section 8.01 hereof, all investments and any profits realized from or interest accruing on such investments shall belong to the fund and the account from which the moneys for such investment were taken; provided, however that in the discretion of the Board of Directors, and, if required, with the consent of any regulatory authority having jurisdiction, the profits realized from 7-2 and interest accruing on investments made from any fund may be transferred to the appropriate account within the Bond Fund. If any moneys are so invested, the District shall have the right to have sold in the open market a sufficient amount of such investments to meet its obligations in the event any fund does not have sufficient uninvested moneys on hand to meet the obligations payable out of such fund. After such sale, the moneys resulting therefrom shall belong to the fund from which such investments were initially taken. The District shall not be responsible to the Holders for any loss arising out of the sale of any investments. (End of Article Seven) 7-3 ARTICLE EIGHT TAX EXEMPTION SECTION 8,01: TAX EXEMPTION. For purposes of this Section 8.01, the term "Net Proceeds" means the proceeds derived from the sale of the Bonds, plus interest earnings thereon, less any amounts deposited in a reasonably required reserve or replacement fund; the term "Person" includes any individual, corporation, partnership, unincorporated association or any other entity capable of carrying on a trade or business; and the term "trade or business" means, with respect to any natural person, any activity regularly carried on for profit and, with respect to Persons other than natural persons, means any activity other than an activity carried on by a governmental unit. The District covenants that it shall make such use of the Net Proceeds of the Bonds, regulate investments thereof and take such other and further actions as may be required by Sections 103 and 141-150 of the Internal Revenue Code of 1986 (the "Code"), and all applicable temporary, proposed and final regulations and procedures promulgated thereunder or promulgated under the Internal Revenue Code of 1954, to the extent applicable to the Code (the "Regulations"), necessary to assure that interest on the Bonds is excludable from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the District hereby covenants as follows: (a) The District has not permitted and will not permit more than ten percent (10%) of the Net Proceeds of the Bonds to be used in the trade or business of any Person (other than use as a member of the general public) other than a governmental unit ("private -use proceeds"). (b) The District has not permitted and will not permit more than five percent (5%) of the Net Proceeds of the Bonds to be used in the trade or business of any Person, other than a governmental unit, if such use is unrelated to the governmental purpose of the Bonds; and further, the amount of private -use proceeds of the Bonds in excess of five percent (5%) of the Net Proceeds of the Bonds ("excess private -use proceeds") will not exceed the proceeds of the Bonds expended for the governmental purpose of the Bonds to which such excess private -use proceeds relate. (c) The principal of and interest on the Bonds will be paid from ad valorem tax collections, together with investment profits and interest earnings thereon. (d) The District has not permitted and will not permit an amount exceeding the lesser of (i) $5,000,000 or (ii) five percent (5%) of the Net Proceeds of the Bonds to be used directly or indirectly to finance loans to Persons other than governmental units. (e) The District will not use the proceeds of the Bonds in a manner that would cause the Bonds or any portion thereof to be an "arbitrage bond" within the meaning of 8-1 Section 148 of the Code or otherwise in any manner which would cause the Bonds to violate the provisions of Section 149(d) of the Code. The District will monitor the yield on the investment of the proceeds of the Bonds and moneys pledged to the payment of the Bonds, other than amounts not subject to yield restriction because of their deposit in a reasonably required reserve or replacement fund or a bona fide debt service fund, and will restrict the yield on such investments to the extent required by the Code or the Regulations. Without limiting the generality of the foregoing, the District will take appropriate steps to restrict the yield on (i) all Net Proceeds of the Bonds on hand on a date that is three (3) years from the date of delivery of the Bonds and on all amounts within the Bond Fund not disbursed within thirteen (13) months of the date of deposit therein (using a last -in, first out accounting conversion) and (ii) all investment earnings on hand on a date that is three (3) years from the date of delivery of the Bonds or one (1) year from the date such investment proceeds are received, whichever is later, to a yield which is not materially higher than the yield on the Bonds (in both cases calculated in accordance with the Code and the Regulations). (f) The District will not cause the Bonds to be treated as "federally guaranteed" obligations within the meaning of Section 149(b) of the Code (as same may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149(b) of the Code). (g) To the extent, if applicable, required by the Code or Regulations, the District will take all necessary steps to comply with the requirement that "excess arbitrage profits" earned on the investment of the gross proceeds of the Bonds, if any, be rebated to the United States of America, and specifically, the District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate such "excess arbitrage profits" separately from records of amounts on deposit in the funds and accounts of the District which are allocable to other bond issues of the District or moneys which do not represent gross proceeds of any bonds of the District, (ii) calculate, not less often than required by applicable federal law and the Regulations, the amount of "excess arbitrage profits", if any, earned from the investment of the gross proceeds of the Bonds and (iii) pay, not less often than required by applicable federal law and the Regulations, all amounts required to be rebated to the United States of America; and the District will not indirectly pay any amount otherwise payable to the United States of America pursuant to the foregoing requirements to any Person other than the United States of America by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. (h) The District will timely file a statement with the United States of America setting forth the information required pursuant to Section 149(e) of the Code. 8-2 (i) This Order is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. For purposes of the foregoing (a), (b) and (e), the District understands that the term "Net Proceeds" includes "disposition proceeds" as defined in the Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the _refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the District that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the District will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally -recognized bond counsel, will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the District agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. In furtherance of such intention, the District hereby authorizes and directs the President or Vice President of the Board to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the District, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. Furthermore, all officers, employees and agents of the District are authorized and directed to provide certifications of facts, estimates and circumstances which are material to the reasonable expectations of the District as of the date the Initial Bonds are delivered and paid for, and any such certifications may be relied upon by Bond Counsel, by the Holders of the Bonds, and by any Person interested in the exclusion of interest on the Bonds from gross income for federal income tax purposes. Moreover, the District covenants that it shall make such use of the proceeds of the Bonds, regulate investments of proceeds thereof, and take such other and further actions as may be required to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes. SECTION 8.02: BONDS QUALIFIED TAX-EXEMPT OBLIGATIONS. The District hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code and covenants that it shall take all actions necessary with respect to the Bonds to satisfy the requirements of Section 265(b)(3) of the Code. In particular, the District represents that: (a) the aggregate amount of tax-exempt obligations issued by the District during calendar year 2023, including the Bonds, which have been designated as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code, does not exceed $10,000,000; and (b) the reasonably anticipated amount of tax-exempt obligations which will be issued by the District during the calendar year 2023, including the Bonds, will not exceed $10,000,000. 8-3 For purposes of this Section 8.02, the term "tax-exempt obligation" does not include "specified private activity bonds" within the meaning of Section 141 of the Code, other than "qualified 501(c)(3) bonds" within the meaning of Section 145 of the Code. In addition, for purposes of this Section 8.02, the District includes all governmental units of which the District is a "subordinate entity" and governmental units which are "subordinate entities" of the District, within the meaning of Section 265(b)(3)(E) of the Code. SECTION 8.03: ALLOCATION OF. AND LIMITATION ON, EXPENDITURES. The District covenants to account for the expenditure of the proceeds of the sale of the Bonds and investment earnings to be used for the purposes for which the Bonds are issued on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the facilities to be constructed and/or purchased with the proceeds of the Bonds are completed. The foregoing notwithstanding, the District shall make such allocation in any event by the date 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. For purposes of determining compliance with this covenant the District and its officers, agents and representatives may rely upon an opinion of nationally recognized bond counsel or tax counsel to the effect that the proposed actions or omissions of the District will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. SECTION 8.04: DISPOSITION OF FACILITIES. The District covenants that the property constituting the facilities to be constructed and/or purchased with the proceeds of the Bonds will not be sold or otherwise disposed of, except to the City of College Station, Texas, in a transaction resulting in the receipt by the District of cash or other compensation unless the District obtains an opinion of nationally recognized bond counsel or tax counsel to the effect that the proposed actions of the District will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. For purposes of the foregoing, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. (End of Article Eight) ARTICLE NINE ADDITIONAL BONDS AND REFUNDING BONDS SECTION 9.01: ADDITIONAL BONDS. The District expressly reserves the right to issue, in one or more installments, any Additional Bonds for authorized purposes, including, without limitation: (a) the remaining unissued bonds which were authorized at the election described in Section 1.05 (b) and (c) of this Order; and (b) such other bonds as the District may hereafter be authorized to issue from time to time. SECTION 9.02: REFUNDING BONDS. The District further reserves the right to issue refunding bonds including, without limitation, the refunding bonds which were authorized at the election described in Section 1.05 (d) of this Order, in any manner permitted by law to refund the Bonds, the Outstanding Bonds and any Additional Bonds, at or prior to their respective Maturity Dates or on any Redemption Dates. (End of Article Nine) 9-1 ARTICLE TEN DEFAULT PROVISIONS SECTION 10.01: REMEDIES IN EVENT OF DEFAULT. In addition to any other rights and remedies provided by the laws of the State of Texas, the District covenants and agrees that in the event of default in the payment of the principal of or interest on any of the Bonds when due, or, in the event the District fails to make the payments required to be made into the Bond Fund Road Bond Account, or defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Order, the Holders shall be entitled to seek a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and the officials thereof to observe and perform the covenants, obligations or conditions prescribed in this Order. Any delay or omission in the exercise of any right or power accruing upon any default shall not impair any such right or power or be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. SECTION 10.02: ORDER IS CONTRACT. In consideration of the purchase and acceptance of the Bonds by the Holders, the provisions of this Order shall be deemed to be and shall constitute a contract between the District and such Holders, and the covenants and agreements herein set forth to be performed on behalf of the District shall be for the equal benefit, protection and security of each of such Holders. Each of the Bonds, regardless of the time or times of their issue, authentication, registration, delivery or maturity, shall be of equal rank, without preference, priority or distinction of any Bond over any other, except as expressly provided herein. (End of Article Ten) 10-1 ARTICLE ELEVEN CONTINUING DISCLOSURE SECTION 11.01: DEFINITIONS. As used in this Article, the following terms have the meanings ascribed to them below: The term "MSRB" means the Municipal Securities Rulemaking Board. The term "obligated person" has the meaning assigned to such term in the Rule. The term "Offering" has the meaning assigned to such term in the Rule. The term "Rule" means SEC Rule 15c2-12 and any regulations promulgated thereunder, all as amended from time to time. The term "SEC" means the United States Securities and Exchange Commission. SECTION 11.02: ANNUAL REPORTS. The offering of the Bonds qualifies for the Rule 15c2-12(d)(2) exemption from Rule 15c2-12(b)(5) regarding the District's continuing disclosure obligations because the District does not have more than $10,000,000 in aggregate amount of outstanding bonds, including the Bonds, and no Person is committed by contract or other arrangement with respect to payment of all, or part of, the Bonds. As required by the exemption, the District shall provide within six (6) months after the end of each Fiscal Year, to the MSRB, in an electronic format as prescribed by the MSRB, financial information and operating data which is customarily prepared by the District and is publicly available (being the information and data described in Exhibit "C" attached hereto). If the District changes its Fiscal Year, the District will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the District otherwise would be required to provide financial information and operating data pursuant to this Section 11.02. The District shall notify the MSRB, in a timely manner, of any failure of the District to provide financial information or operating data in accordance with this Section 11.02 by the time required herein. All documents provided to the MSRB pursuant to this Section 11.02 shall be accompanied by identifying information as prescribed by the MSRB. SECTION 11.03: EVENT NOTICES. The District shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, of any of the following events with respect to the Bonds: (a) Principal and interest payment delinquencies; (b) Non-payment related defaults, if material within the meaning of the federal securities laws; (c) Unscheduled draws on debt service reserves reflecting financial difficulties; (d) Unscheduled draws on credit enhancements reflecting financial difficulties; (e) Substitution of credit or liquidity providers, or their failure to perform; (f) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other material events affecting the tax-exempt status of the Bonds; (g) Modifications to the rights of the Holders of the Bonds, if material within the meaning of the federal securities laws; (h) Calls for redemption of the Bonds, if material within the meaning of the federal securities laws, and tender offers; (i) Defeasances of the Bonds; (j) Release, substitution or sale of property securing repayment of the Bonds, if material within the meaning of the federal securities laws; (k) Rating changes; (1) Bankruptcy, insolvency, receivership or similar event of the District; (m) The consummation of a merger, consolidation, or acquisition involving the District or the sale of all or substantially all of the assets of the District, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material within the meaning of the federal securities laws; (n) Appointment of a successor or additional trustee or the change of name of a trustee, if material within the meaning of the federal securities laws; (o) Incurrence of a Financial Obligation of the District, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the District, any of which affect security holders, if material; and (p) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the District, any of which reflect financial difficulties. 11-2 As used in clauses (o) and (p) above, the term "Financial Obligation" means: (i) a debt obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii) however, the term Financial Obligation shall not include Municipal Securities as to which a final official statement has been provided to the MSRB consistent with the Rule; the term "Municipal Securities" means securities which are direct obligations of, or obligations guaranteed as to principal_ or interest by, a state or any political subdivision thereof, or any agency or instrumentality of a state or any political subdivision thereof, or any municipal corporate instrumentality of one or more states and any other Municipal Securities described by Section 3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time to time. The Board of Directors intends the words used in clauses (o) and (p) above and in the definition of Financial Obligation to have the meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018. SECTION 11.04: LIMITATIONS. DISCLAIMERS AND AMENDMENTS. (a) The District shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the District remains an "obligated person" with respect to the Bonds, within the meaning of the Rule, except that the District in any event will give notice of any call for redemption of the Bonds or defeasance of the Bonds, in whole or in substantial part, made in accordance with this Order or applicable law that causes such Bonds to no longer be outstanding. (b) The provisions of this Article are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing herein, expressed or implied, shall be deemed to confer any benefit or any legal or equitable right, remedy or claim hereunder upon any other Person. The District undertakes to provide only the financial information, operating data financial statements and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the District's financial results, conditions or prospects of the District, nor does the District undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The District does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or to sell Bonds at any future date. (c) UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO THE HOLDER OR BENEFICIAL OWNERS OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR IN TORT, FOR DAMAGES RESULTING, IN WHOLE OR IN PART, FROM ANY BREACH BY THE DISTRICT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY, IN CONTRACT OR IN TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH, SHALL BE LIMITED TO AN ACTION BY THE HOLDER FOR MANDAMUS OR SPECIFIC PERFORMANCE. (d) No default by the District in observing or performing its obligations under this Article shall constitute a breach of or default under this Order for purposes of any other provision of this Order. 11-3 (e) Nothing in this Article is intended or shall act to disclaim, waive or otherwise limit the duties of the District under applicable federal and state securities laws. (f) Should the Rule be amended to obligate the District to make filings with or provide notices to entities other than the MSRB, the District hereby agrees to undertake such obligations with respect to the Bonds in accordance with the Rule as amended. (g) Except as provided hereinafter, the provisions of this Article may be amended by the District from time to time, in its discretion, to adapt to changed circumstances that arise from a change in law, the identity, nature, status or type of operations of the District, or other circumstances, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell the Bonds in a primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Order that authorizes such an amendment) of the outstanding Bonds consent to such amendment, or (B) a Person that is unaffiliated with the District (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. If this Article is so amended, the District shall include with any amended financial information or operating data next provided in accordance with this Article an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. Notwithstanding the foregoing, the District may also repeal or amend the provisions of this Article if the SEC amends or repeals the applicable provisions of the Rule or if any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but, in either case, only if and to the extent that any such amendment or repeal by the District would not prevent an underwriter from lawfully purchasing or selling the Bonds in the primary offering of the Bonds. (End of Article Eleven) 11-4 ARTICLE TWELVE MISCELLANEOUS PROVISIONS SECTION 12.01: PAYMENT OF BONDS AND PERFORMANCE OF OBLIGATIONS. The District covenants to pay promptly the principal of and the interest on the Bonds as the same become due and payable, whether at maturity or by prior redemption, in accordance with the terms of the Bonds and this Order, and to keep and perform faithfully all of its covenants, undertakings and agreements contained in this Order, the Initial Bonds or in any Bond executed, authenticated, registered and delivered hereunder. SECTION 12.02: DISTRICT'S SUCCESSORS AND ASSIGNS. Whenever in this Order the District is named and referred to, such naming or reference shall be deemed to include the District's successors and assigns, and all covenants and agreements in this Order by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of the District's successors and assigns, whether or not so expressed. SECTION 12.03: NO RECOURSE AGAINST DISTRICT OFFICERS. No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Order against any officer of the District or any Person executing the Bonds. SECTION 12.04: PAYING AGENT MAY OWN BONDS. The Paying Agent, in its individual or any other capacity, may become the owner or pledgee of the Bonds with the same rights it would have if it were not Paying Agent. SECTION 12.05: REGISTRAR. The initial Registrar in respect of the Bonds shall be The Bank of New York Mellon Trust Company, N.A. with its principal corporate trust office and its principal payment office in Dallas, Texas. The District will maintain at least one Registrar in the State of Texas, where the Bonds may be surrendered for registration of transfer and/or for exchange or replacement for other Bonds, and for the purpose of maintaining the Register on behalf of the District. The Registrar shall at all times be a duly qualified and competent trust or banking corporation or association organized and doing business under the laws of the United States of America, or of any State thereof, with a combined capital and surplus of at least $25,000,000, which is subject to supervision of or examination by federal or State banking authorities, and which is a transfer agent duly registered with the United States Securities and Exchange Commission. The District, by order, resolution or other appropriate action, reserves the right and authority to change any Registrar or to appoint additional Registrars, and upon any such change or appointment, the District covenants and agrees to promptly cause written notice thereof, specifying the name and address of such changed or additional Registrar, to be sent to each Holder of the Bonds by United States mail, first class, postage prepaid. SECTION 12.06: PAYING AGENT. The initial Paying Agent in respect of the Bonds shall be The Bank of New York Mellon Trust Company, N.A. with its principal corporate trust office and its principal payment office in Dallas, Texas. To the extent practicable, the District will maintain in the State of Texas, at least one (1) duly qualified and competent trust or banking 12-1 corporation or association organized and doing business under the laws of the United States of America, or of any State thereof, where the Bonds may be presented or surrendered for payment of principal. The District, by order, resolution or other appropriate action, reserves the right and authority to change any Paying Agent or to appoint additional Paying Agents, and upon any such change or appointment, the District covenants and agrees to promptly cause written notice thereof, specifying the name and address of such changed or additional Paying Agent, to be sent to each Holder of the Bonds by United States mail, first class, postage prepaid. SECTION 12.07: DISCHARGE BY DEPOSIT. The District may discharge its obligation to the Holders to pay the principal of and the interest on the Bonds and may defease the Bonds in accordance with the provisions of then applicable law, including, without limitation, V.T.C.A. Government Code § 1207.001 et seq., as amended. SECTION 12.08: LEGAL HOLIDAYS. In any case when any Interest Payment Date, Maturity Date or Redemption Date for any Bond is not a Business Day, then payment by the Paying Agent of such principal, interest or redemption price need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date, Maturity Date or Redemption Date, and no further interest shall accrue beyond such scheduled date. SECTION 12.09: ESCHEAT LAWS. Notwithstanding any part or provision of the Bonds or this Order to the contrary, the powers, rights, duties, functions and responsibilities of the District, the Paying Agent, the Registrar, the Initial Purchaser, and the Holders shall at all times conform and be subject to the requirements, limitations, procedures and provisions of Title 6, Texas Property Code, as now and hereafter amended, and in case of any conflict or inconsistency therewith now existing or hereafter created, the provisions of such laws shall prevail and control, and the provisions of this Order and the Bonds shall be deemed to be supplemented or amended to conform thereto. SECTION 12.10: BENEFITS OF ORDER. Nothing in this Order or in the Bonds, expressed or implied, shall give or be construed to give any Person, other than the District; the Paying Agent; the Registrar; if applicable, the municipal bond insurance company; and the Holders, any legal or equitable right or claim under or in respect of this Order, or under any covenant, condition or provision herein contained, and all the covenants, conditions and provisions contained in this Order or in the Bonds shall be for the sole benefit of the District, the Paying Agent; the Registrar; if applicable, the municipal bond insurance company; and the Holders. SECTION 12.11: SEVERABILITY CLAUSE. If any word, phrase, clause, sentence, paragraph, section or other part of this Order, or the application thereof to any Person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Order and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Order to any other Persons or circumstances shall not be affected thereby. SECTION 12.12: ACCOUNTING. The District will keep proper records and accounts regarding the levy and collection of taxes, which records and accounts will be made 12-2 available to any Holder on reasonable request. Each year while any of the Bonds are outstanding, the District shall have an audit of its books and accounts performed by a certified public accountant or firm of certified public accountants, based on its Fiscal Year, and copies of such audits will be made available to any Holder upon request and upon payment by such Holder of the reasonable costs to the District of providing same. SECTION 12.13: NOTICE. Except as otherwise expressly provided herein, any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when deposited in the United States mail, first class postage prepaid, and addressed to the Person to be notified and, with respect to notice to any Holder shall be addressed to the latest address shown on the Register. SECTION 12.14: FURTHER PROCEEDINGS. The President, Vice President, Secretary and any Assistant Secretary of the Board of Directors and other appropriate officials of the District are hereby authorized and directed to do any and all things necessary and/or convenient to carry out the terms of this Order, including, without limitation, the execution of this Order and other documentation required in connection herewith and with the issuance of the Bonds. Further, the District's Bond Counsel and financial advisor shall be authorized to prepare written instructions to the Paying Agent, on behalf of the District, for the disbursement and/or deposit of Net Proceeds to pay expenses incident to the issuance of the Bonds. SECTION 12.15: AMENDMENT OF ORDER. The District may, without the consent of or notice to any Holder of the Bonds, amend, change or modify this Order as may be required (a) by the provisions hereof (including, without limitation, Article Eleven hereof); (b) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein; or (c) in connection with any other change which is not to the prejudice of the Holders of the Bonds. Except for such amendments, changes or modifications, the District shall not amend, change or modify this Order in any manner without the consent of the Holders of all the Bonds then outstanding in any manner, which would (a) extend the time or times of payment of the principal of and interest on the Bonds, or reduce the principal amount thereof or the rate or interest thereon or in any way modify the terms or sources of payment of the principal of or interest on the Bonds; (b) create any lien ranking prior to the lien of the Bonds; (c) give preference of any Bond over any other Bonds; or (d) extend any waiver of default to subsequent defaults. SECTION 12.16: ISSUANCE OF BONDS i.'NDFR CERTAIN TERMS AND CONDITIONS. The Bonds shall be issued upon and subject to the further terms and conditions contained in the Prior Bond Orders, which shall apply with equal force to the Bonds as if set forth fully herein; provided, however, that where the provisions of the Prior Bond Orders are inconsistent or in conflict with the terms and provisions of this Order, the terms and provisions of this Order shall govern. (End of Article Twelve) 12-3 ARTICLE THIRTEEN SALE OF BONDS SECTION 13.01: SALE OF BONDS. Sale of the Bonds is hereby awarded to Raymond James & Associates, Inc. (the "Initial Purchaser"), for the sum of $1,699,889.85, subject to the issuance of an approving opinion as to legality of the Initial Bonds of the Attorney General of Texas and of Bond Counsel for the District. It is hereby found and declared that the bid of the Initial Purchaser produces the lowest net effective interest rate to the District and is the best obtained for the Bonds pursuant to and after taking sealed, competitive public bids therefor, as required by law, and that the net effective interest rate resulting from said bid is 4.435127% which is less than the maximum of 5.56% permitted by the District's Official Notice of Sale. It is hereby further found and declared that the terms of the sale of the Bonds are in the District's best interests. SECTION 13.02: NOTICE OF SALE. It is hereby affirmatively found and declared that notice of the time and place of this sale and the details concerning the sale of the Bonds was given by publishing an appropriate notice of sale: (a) at least one (1) time not less than ten (10) days before the date of sale in a newspaper of general circulation in the county in which the District is located; and (b) at least one (1) time in a recognized financial publication of general circulation in the State of Texas, as approved by the Attorney General of Texas. (End of Article Thirteen) 13-1 ARTICLE FOURTEEN OPEN MEETING AND EFFECTIVE DATE SECTION 14.01: OPEN MEETING. The Board of Directors officially finds, determines and declares that this Order was reviewed, considered and adopted at a meeting of the Board of Directors beginning at 2:00 p.m., College Station, Texas time on May 11, 2023, and that a sufficient written notice of the date, hour, place and subject of this meeting was posted at the District's administrative office and at a place readily accessible and convenient to the public within the District and was timely furnished to the County Clerk of Brazos County, Texas, for posting on a bulletin board located at a place convenient to the public in the Brazos County Courthouse for the time prescribed by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code, as amended, and Section 49.063 of the Texas Water Code, as amended, and that this meeting has been open to the public, as required by law, at all times during which this Order and the subject matter hereof has been discussed, considered and acted upon. The Board of Directors further ratifies, approves and confirms such written notice and the contents and posting thereof. SECTION 14.02: EFFECTIVE DATE OF ORDER. This Order shall take effect and be in full force and effect upon and after its passage. PASSED AND ADOPTED the 1 lth day of May, 2023. President, Board of Directors Rock Prairie Management District No. 2 ATTEST: Se re y, rd of Directors Rock rairie Management District No. 2 A, 111111 I l I f itll j 1�.I E (End of Article Fourteen) '��1rI111j1►r!!! Illill11j1��'',� 14-1 EXHIBIT "A" (FORM OF INITIAL BOND) REGISTERED NUMBER IR- UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF BRAZOS ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 UNLIMITED TAX ROAD BOND SERIES 2023 Interest Rate: Maturity Date: Initial Date: Delivery Date: % September 1, June 1, 2023 112023 REGISTERED AMOUNT CUSIP NO.: ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, a conservation and reclamation district, a body politic and corporate and a governmental agency and political subdivision created under the Constitution and laws of the State of Texas, situated in Brazos County, Texas (the "District"), FOR VALUE RECEIVED hereby acknowledges itself indebted to and PROMISES TO PAY TO CEDE & CO. or registered assigns, on the due date specified above, the principal sum of DOLLARS (or so much thereof as shall not have been paid or deemed to have been paid upon prior redemption), and to pay interest thereon from the later of the Delivery Date specified above or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months. Interest hereon is payable semiannually on September 1 and March 1 (individually, an "Interest Payment Date") of each year, commencing on March 1, 2024, until the maturity or redemption date of this Bond, as provided in the order of the Board of Directors of the District duly adopted on May 11, 2023 (the 'Bond Order"), authorizing the issuance of this Bond, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding such Interest Payment Date (the "Record Date"). Principal of this Bond due at maturity or upon prior A-1 redemption is payable in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon presentation and surrender of this Bond at the designated office of the agency selected by the District for such purpose (the "Paying Agent"). Except at maturity, interest on, or mandatory redemption payments, if any, in respect of, this Bond are payable by mailing of a check of the Paying Agent for such interest payable to, or upon written order of, the registered owner hereof at the address shown on the registry books maintained on behalf of the District by a trust or banking corporation or association selected by the District for such purpose (the "Registrar"), or by such other customary banking arrangements as may be acceptable to the Paying Agent and the registered owner hereof, at the risk and expense of the registered owner hereof. The initial Registrar and Paying Agent shall be The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas. THIS BOND IS ONE OF AN AUTHORIZED ISSUE OF BONDS, aggregating One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00) (the 'Bonds"), issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs,- signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, by authority of an election held within and for the District on November 3, 2015, and pursuant to the Bond Order and under and in strict conformity with the Constitution and laws of the State of Texas. THE TRANSFER OF THIS BOND may be accomplished by due execution of the provisions for assignment hereon and is registerable at the designated office of the Registrar by the registered owner hereof, or by his or her duly authorized representative, but only in the manner and subject to the limitations provided in the Bond Order, and only upon surrender of this Bond. Upon any such registration of transfer, one or more exchange Bonds, in authorized denominations, for a like interest rate and aggregate principal amount, shall be authenticated by the Registrar and registered and delivered or sent by United States mail, first class, postage prepaid, to the transferee in exchange therefor. This Bond, with or without others of like form and series, may in like manner be exchanged for one or more registered bonds of other authorized denominations at the same interest rate and in the same aggregate principal amount. No service charge shall be made for any such transfer or exchange, but the District and/or the Registrar may impose a charge sufficient to defray any tax or governmental charge in connection therewith. THE BONDS ISSUED AS TERM BONDS and scheduled to mature on September 1, 2031, 2033, 2037, 2040, 2043, 2046 and 2050, are subject to mandatory redemption, prior to said scheduled Maturity Dates, and shall be redeemed, by lot or by other customary method, on September 1 in each of the years and in the principal amounts set forth in the following table (subject to reductions of such principal amounts attributable to prior optional redemptions of such Term Bonds by the District, as provided in the Bond Order), plus accrued interest on said principal amounts: Year of Principal Redemption Amount 2030 $ 55,000 2031 (Maturity) $ 55,000 2032 $ 55,000 2033 (Maturity) $ 60,000 2034 $ 60,000 2035 $ 60,000 2036 $ 65,000 2037 (Maturity) $ 65,000 2038 $ 65,000 2039 $ 70,000 2040 (Maturity) $ 70,000 2041 $ 75,000 2042 $ 75,000 2043 (Maturity) $ 75,000 2044 $ 80,000 2045 $ 80,000 2046 (Maturity) $ 85,000 2047 $ 85,000 2048 $ 90,000 2049 $ 90,000 2050 (Maturity) $ 95,000 THE DISTRICT RESERVES THE RIGHT, AT ITS OPTION, TO REDEEM the Bonds of this issue maturing on or after September 1, 2030, in whole or, from time to time, in part, prior to their scheduled maturities, on September 1, 2029, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed, plus accrued interest on said principal amount to be redeemed to the date fixed for redemption. In the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000, or an integral multiple thereof, and only upon the delivery of one or more exchange Serial Bonds of the same interest rate and in aggregate principal amount equal to the unredeemed portion of the Serial Bond so redeemed in part. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District may determine and notify the Paying Agent of the reduction in the remaining mandatory redemption amount(s) of such Term Bond as result from such optional redemption. NOTICE OF REDEMPTION will be given by mailing same to the registered owners of the Bonds to be redeemed, in whole or in part, at least thirty (30) days prior to the date fixed for redemption. By the date fixed for redemption, due provision will have been made with the Paying Agent for payment of the principal amount of the Bonds so called for redemption, plus accrued interest thereon to the date fixed for redemption. When Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same, such Bonds, or the portions A-3 thereof so called for redemption, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the rights of the owners to collect interest which would otherwise accrue after the redemption date on the principal of the Bonds, or the portions thereof so called for redemption, will be terminated. NEITHER THE DISTRICT NOR THE REGISTRAR SHALL BE REQUIRED to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of, the mailing of any notice of redemption prior to maturity; nor shall the District or the Registrar be required to transfer or exchange any Bond so selected for redemption, in whole or in part, when such redemption is scheduled to occur within thirty (30) calendar days thereafter. PRIOR TO DUE PRESENTATION OF THIS BOND FOR REGISTRATION OF TRANSFER, the District, the Paying Agent and the Registrar may deem and treat the registered owner hereof as the absolute owner of this Bond (whether or not this Bond shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment hereof, or on account hereof, and interest due hereon, and for all other purposes, and neither the District, the Paying Agent nor the Registrar shall be bound or affected by any notice to the contrary. THE DISTRICT HAS DESIGNATED THE BONDS AS "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b) of the Internal Revenue Code of 1986 in effect on the date of the issuance of the Bonds. THIS BOND, AND THE OTHER BONDS OF THE SERIES OF WHICH IT IS A PART, are payable from the proceeds of an ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Bond Order for a complete description of. the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the registered owners of the Bonds and of the District, the Paying Agent and the Registrar; the terms upon which the Bonds are, and are to be, registered and delivered; and any capitalized terms not otherwise defined herein. By acceptance of this Bond, the owner hereof expressly assents to all of the provisions of the Bond Order. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond, and the series of Bonds of which it is a part, is duly authorized by law; that all acts, conditions, and things required to exist and to be done precedent to and in the issuance of this Bond and said series of Bonds to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that due provision has been made for the payment of the interest on and the principal of this Bond and the series of Bonds of which it is a part by the levy of a direct, annual ad valorem tax upon all taxable property within the District sufficient for said purposes; and that the issuance of this Bond and said series of Bonds does not exceed any constitutional or statutory limitation. MI UNLESS AND UNTIL A CERTIFICATE OF REGISTRATION of the Comptroller of Public Accounts of the State of Texas has been manually executed hereon by such Comptroller (or a duly authorized deputy), as provided in the Bond Order, this Bond shall not be entitled to the benefit and security of the Bond Order nor be valid or obligatory for any purpose. IN WITNESS WHEREOF, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 has caused this Bond to be executed by the manual or facsimile signatures of the President and Secretary of its Board of Directors and its official seal to be impressed or placed in facsimile hereon. ATTEST: wo Secretary, Board of Directors (SEAL) ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 1.2 President, Board of Directors Iwi STATEMENT OF INSURANCE Build America Mutual Assurance Company ("BAM"), New York, New York, has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest on this Bond to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, or its successor, as paying agent for the Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from BAM or the Paying Agent. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. By its purchase of these Bonds, the owner acknowledges and consents to the subrogation and all other rights of BAM as more fully set forth in the Policy. Wei OFFICE OF THE COMPTROLLER REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by said Attorney General as required by law, that said Attorney General finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and it is a valid and binding obligation of Rock Prairie Management District No. 2 and said Bond has this day been registered by me. WITNESS MY HAND AND SEAL OF OFFICE at Austin, Texas, Comptroller of Public Accounts of the State of Texas Imm ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee): (Social Security or other identifying number): the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: The signature of the Registered Owner appearing on this Assignment is hereby verified as true and genuine and is guaranteed by: (Bank, Trust Company, or Brokerage Firm) By: (Authorized Representative) Registered Owner NOTICE: The signature on this Assignment must correspond in every particular with the name of the Registered Owner as it appears on the face of the within Bond. A-8 EXHIBIT "B" (FORM OF EXCHANGE BOND) REGISTERED REGISTERED NUMBER AMOUNT R- UNITED STATES OF AMERICA $ STATE OF TEXAS COUNTY OF BRAZOS ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 UNLIMITED TAX ROAD BOND SERIES 2023 Interest Rate: Maturity Date: Initial Date: Delivery Date: CUSIP NO.: % September 1, June 1, 2023 . 2023 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, a conservation and reclamation district, a body politic and corporate and a governmental agency and political subdivision created under the Constitution and laws of the State of Texas, situated in Brazos County, Texas (the "District"), FOR VALUE RECEIVED hereby acknowledges itself indebted to and PROMISES TO PAY TO or registered assigns, on the due date specified above, the principal sum of DOLLARS (or so much thereof as shall not have been paid or deemed to have been paid upon prior redemption), and to pay interest thereon from the later of the Delivery Date specified above or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months. Interest hereon is payable semiannually on September 1 and March 1 (individually, an "Interest Payment Date") of each year, commencing on March 1, 2024, until the maturity or redemption date of this Bond, as provided in the order of the Board of Directors of the District duly adopted on May 11, 2023 (the 'Bond Order"), authorizing the issuance of this Bond, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding such Interest Payment Date (the "Record Date"). Principal of this Bond due at maturity or upon prior I: I redemption is payable in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon presentation and surrender of this Bond at the designated office of the agency selected by the District for such purpose (the "Paying Agent"). Except at maturity, interest on, or mandatory redemption payments, if any, in respect of, this Bond are payable by mailing of a check of the Paying Agent for such interest payable to, or upon written order of, the registered owner hereof at the address shown on the registry books maintained on behalf of the District by a trust or banking corporation or association selected by the District for such purpose (the "Registrar"), or by such other customary banking arrangements as may be acceptable to the Paying Agent and the registered owner hereof, at the risk and expense of the registered owner hereof. The initial Registrar and Paying Agent shall be The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas. THIS BOND IS ONE OF AN AUTHORIZED ISSUE OF BONDS, aggregating One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00) (the "Bonds"), issued for the purpose or purposes of purchasing, constructing, acquiring, owning, operating, repairing, improving, or extending road facilities or facilities in aid thereof, including, but not limited to, landscaping, lighting, banners, and signs, signalization, beautification, sidewalks and crosswalks, and all additions to such facilities and all land, improvements, facilities, equipment, appliances, interests in property and contract rights needed therefor, and administrative facilities needed in connection therewith, by authority of an election held within and for the District on November 3, 2015, and pursuant to the Bond Order and under and in strict conformity with the Constitution and laws of the State of Texas. THE TRANSFER OF THIS BOND may be accomplished by due execution of the provisions for assignment hereon and is registerable at the designated office of the Registrar by the registered owner hereof, or by his or her duly authorized representative, but only in the manner and subject to the limitations provided in the Bond Order, and only upon surrender of this Bond. Upon any such registration of transfer, one or more exchange Bonds, in authorized denominations, for a like interest rate and aggregate principal amount, shall be authenticated by the Registrar and registered and delivered or sent by United States mail, first class, postage prepaid, to the transferee in exchange therefor. This Bond, with or without others of like form and series, may in like manner be exchanged for one or more registered bonds of other authorized denominations at the same interest rate and in the same aggregate principal amount. No service charge shall be made for any such transfer or exchange, but the District and/or the Registrar may impose a charge sufficient to defray any tax or governmental charge in connection therewith. THE BONDS ISSUED AS TERM BONDS and scheduled to mature on September 1, 2031, 2033, 2037, 2040, 2043, 2046 and 2050, are subject to mandatory redemption, prior to said scheduled Maturity Dates, and shall be redeemed, by lot or by other customary method, on September 1 in each of the years and in the principal amounts set forth in the following table (subject to reductions of such principal amounts attributable to prior optional redemptions of such Term Bonds by the District, as provided in the Bond Order), plus accrued interest on said principal amounts: Year of Principal Redemption Amount 2030 $ 55,000 2031 (Maturity) $ 55,000 2032 $ 55,000 2033 (Maturity) $ 60,000 2034 $ 60,000 2035 $ 60,000 2036 $ 65,000 2037 (Maturity) $ 65,000 2038 $ 65,000 2039 $ 70,000 2040 (Maturity) $ 70,000 2041 $ 75,000 2042 $ 75,000 2043 (Maturity) $ 75,000 2044 $ 80,000 2045 $ 80,000 2046 (Maturity) $ 85,000 2047 $ 85,000 2048 $ 90,000 2049 $ 90,000 2050 (Maturity) $ 95,000 THE DISTRICT RESERVES THE RIGHT, AT ITS OPTION, TO REDEEM the Bonds of this issue maturing on or after September 1, 2030, in whole or, from time to time, in part, prior to their scheduled maturities, on September 1, 2029, or on any date thereafter, at a price equal to the principal amount thereof to be redeemed, plus accrued interest on said principal amount to be redeemed to the date fixed for redemption. In the event that a Serial Bond subject to redemption is in a denomination larger than $5,000, a portion of such Serial Bond may be redeemed, but only in a principal amount equal to $5,000, or an integral multiple thereof, and only upon the delivery of one or more exchange Serial Bonds of the same interest rate and in aggregate principal amount equal to the unredeemed portion of the Serial Bond so redeemed in part. If less than all of the outstanding principal amount of a Term Bond is to be redeemed, the District may determine and notify the Paying Agent of the reduction in the remaining mandatory redemption amount(s) of such Term Bond as result from such optional redemption. NOTICE OF REDEMPTION will be given by mailing same to the registered owners of the Bonds to be redeemed, in whole or in part, at least thirty (30) days prior to the date fixed for redemption. By the date fixed for redemption, due provision will have been made with the Paying Agent for payment of the principal amount of the Bonds so called for redemption, plus accrued interest thereon to the date fixed for redemption. When Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same, such Bonds, or the portions thereof so called for redemption, shall no longer be regarded as outstanding, except for the purpose of receiving payment from the funds provided for redemption, and the rights of the owners to collect interest which would otherwise accrue after the redemption date on the principal of the Bonds, or the portions thereof so called for redemption, will be terminated. NEITHER THE DISTRICT NOR THE REGISTRAR SHALL BE REQUIRED to transfer or exchange any Bond on any date subsequent to a Record Date and prior to the next succeeding Interest Payment Date, or during any period beginning fifteen (15) calendar days prior to, and ending on the date of, the mailing of any notice of redemption prior to maturity; nor shall the District or the Registrar be required to transfer or exchange any Bond so selected for redemption, in whole or in part, when such redemption is scheduled to occur within thirty (30) calendar days thereafter. PRIOR TO DUE PRESENTATION OF THIS BOND FOR REGISTRATION OF TRANSFER, the District, the Paying Agent and the Registrar may deem and treat the registered owner hereof as the absolute owner of this Bond (whether or not this Bond shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment hereof, or on account hereof, and interest due hereon, and for all other purposes, and neither the District, the Paying Agent nor the Registrar shall be bound or affected by any notice to the contrary. THE DISTRICT HAS DESIGNATED THE BONDS AS "qualified tax-exempt obligations" pursuant to the provisions of Section 265(b) of the Internal Revenue Code of 1986 in effect on the date of the issuance of the Bonds. THIS BOND, AND THE OTHER BONDS OF THE SERIES OF WHICH IT IS A PART, are payable from the proceeds of an ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District. Reference is hereby made to the Bond Order for a complete description of. the terms, covenants and provisions pursuant to which this Bond and said series of Bonds are secured and made payable; the respective rights thereunder of the registered owners of the Bonds and of the District, the Paying Agent and the Registrar; the terms upon which the Bonds are, and are to be, registered and delivered; and any capitalized terms not otherwise defined herein. By acceptance of this Bond, the owner hereof expressly assents to all of the provisions of the Bond Order. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond, and the series of Bonds of which it is a part, is duly authorized by law; that all acts, conditions, and things required to exist and to be done precedent to and in the issuance of this Bond and said series of Bonds to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that due provision has been made for the payment of the interest on and the principal of this Bond and the series of Bonds of which it is a part by the levy of a direct, annual ad valorem tax upon all taxable property within the District sufficient for said purposes; and that the issuance of this Bond and said series of Bonds does not exceed any constitutional or statutory limitation. UNLESS AND UNTIL A CERTIFICATE OF REGISTRATION of the Registrar has been manually executed by an authorized representative of the Registrar, as provided in the Bond Order, this Bond shall not be entitled to the benefit and security of the Bond Order nor be valid or obligatory for any purpose. IN WITNESS WHEREOF, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 has caused this Bond to be executed by the manual or facsimile signatures of the President and Secretary of its Board of Directors and its official seal to be impressed or placed in facsimile hereon. ROCK PRAIRIE MANAGEMENT DISTRICT NO.2 an ATTEST: Secretary, Board of Directors (SEAL) President, Board of Directors STATEMENT OF INSURANCE Build America Mutual Assurance Company ("BAM"), New York, New York, has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest on this Bond to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, or its successor, as paying agent for the Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from BAM or the Paying Agent. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. By its purchase of these Bonds, the owner acknowledges and consents to the subrogation and all other rights of BAM as more fully set forth in the Policy. :1 CERTIFICATE OF REGISTRAR This is to certify that this Bond is one of the Bonds issued under the provisions of the within -mentioned Bond Order, and it is hereby further certified that this Bond has been authorized and delivered in conversion and exchange for, or in replacement of, a Bond, Bonds or portions thereof (or one or more prior conversion, exchange or replacement Bonds) originally issued by Rock Prairie Management District No. 2, approved by the Attorney General of Texas, and initially registered by the Comptroller of Public Accounts of the State of Texas. Dated: go , Registrar Authorized Signatory MIWA ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee): (Social Security or other identifying number): the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: The signature of the Registered Owner appearing on this Assignment is hereby verified as true and genuine and is guaranteed by: (Bank, Trust Company, or Brokerage Firm) By: (Authorized Representative) Registered Owner NOTICE: The signature on this Assignment must correspond in every particular with the name of the Registered Owner as it appears on the face of the within Bond. [The legal opinion of Bond Counsel shall also be attached to the Exchange Bonds.] M. EXHIBIT "C" CONTINUING DISCLOSURE The information to be updated includes all quantitative financial information and operating data with respect to the District of the general type included in the Official Statement under "APPENDIX A". Any financial statements of the District will be prepared in accordance with generally accepted accounting principles for local government units as prescribed by the Governmental Accounting Standards Board or such other accounting principles as the District may be required to employ from time to time pursuant to State law or regulation. EXHIBIT "C" Z May 11, 2023 Board of Directors Rock Prairie Management District No. 2 1300 Post Oak Boulevard, Suite 2400 Houston, Texas 77056 Re: Rock Prairie Management District No. 2 Unlimited Tax Road Bonds, Series 2023 Dear Directors: As you know, the District will issue the captioned bonds (the 'Bonds") in order to provide for the acquisition and construction of the project described in the Official Statement distributed in connection with the Bonds. As a result of that issuance, the federal income tax laws impose certain restrictions on the investment and expenditure of amounts to be used for the project or to be deposited to the interest and sinking fund (the 'Bond Fund") for the Bonds. The purpose of this letter is to set forth, in somewhat less technical language, those provisions of the tax law which require the timely use of the Bond proceeds and that investment of these amounts be at a yield which is not higher than the yield on the Bonds. Periodically, in order to evidence compliance with federal law, the District will be advised to perform arbitrage compliance audits and, if necessary, will be required to make yield reduction and/or arbitrage rebate payments to the Internal Revenue Service, in order to maintain compliance with the restrictions set forth below. Generally, the federal tax laws provide that, unless excepted, amounts to be used for the project or to be deposited to the Bond Fund must be invested in obligations the combined yield on which does not exceed the yield on the Bonds. For this purpose, please refer to line 21(e) of the I.R.S. Form 8038-G included in the transcript of proceedings for the yield. Importantly, for purposes of administrative convenience, the Bonds have been structured in such a way as to avoid, for the most part, this restriction on investment yield. As such, for analytical purposes only, we have segregated the Bond Fund into three separate accounts. This does not require that you segregate monies deposited to the Bond Fund into those accounts, but you should keep in mind the limitations imposed on each of those hypothetical accounts. They also contain certain covenants relating to expenditures of proceeds designed to alert you to unintentional failures to comply with the laws affecting expenditures of proceeds and dispositions of property. 1300 POST OAK BOULEVARD, SUITE 2400 • HOUSTON, TX 77056 0:713.623.4531 • F:713.623.6143 i Board of Directors May 11, 2023 Page 2 First, the sale and investment proceeds to be used for the project may be invested for up to three years without regard to yield. (Such amounts, however, may be subject to rebate.) Thereafter, they must be invested at or below the Bond yield. Importantly, expenditure of these proceeds must be accounted in your books and records. Allocations of these expenditures must occur within 18 months of the later of the date paid or the date the project is completed. The foregoing notwithstanding, the allocation should not occur later than 60 days after the earlier of (1) five years after the delivery date of the Bonds or (2) the date the Bonds are retired unless you obtain an opinion of bond counsel or tax counsel that the tax-exempt status of the Bonds will not be adversely affected. Second, the Bond Fund is made up of taxes which are levied annually for the payment of current debt service on all the District's outstanding bonds. Any taxes deposited to the Bond Fund which are to be used for the payment of current debt service on the Bonds, or any other outstanding bonds, are not subject to yield restriction. By definition, current debt service refers only to debt service to be paid within one year of the date of receipt of the taxes. For the most part, this would be debt service in the current fiscal year. These amounts deposited to the account for current debt service may be invested without regard to any constraint imposed by the federal income tax laws. Third, the Bond Fund contains an amount of taxes, which although not expended for debt service within the current year, are necessary to ensure that amounts will be sufficient to pay debt service in the event that taxes are insufficient during that period. This amount, commonly referred to as "coverage," represents a reserve account against periodic fluctuations in the receipt of tax revenues. The Internal Revenue Code permits amounts which are held in reserve for the payment of debt service, in such instances, to be invested without regard to yield restriction if such amounts do not exceed the lesser of (1) 10 percent of the outstanding principal amount of all outstanding bonds, (2) maximum annual debt service on all outstanding bonds, or (3) 125 percent of average annual debt service on all outstanding bonds. Fourth, a portion of the Bond Fund is permitted to be invested without regard to yield restriction as a "minor portion." The "minor portion" exception is available for de minimis amounts of taxes deposited to the Bond Fund. The maximum amount that may be invested as part of this account may not exceed the lesser of five percent of the principal amount of the Bonds or $100,000. Accordingly, you should review the current balance in the Bond Fund in order to determine if such balance exceeds the aggregate amount of these three accounts. Additionally, in the future it is important that you be aware of these accounts as additional amounts are deposited to the Bond Fund. The amounts which are subject to yield restriction would only be the amounts which are in excess of the sum of (1) the current debt service account, (2) the reserve account, and (3) the "minor portion" account. Moreover, to the extent that additional bonds are issued by 6310401 T Board of Directors May 11, 2023 Page 3 the District, whether for new money projects or for refunding, these amounts will change in their proportion. Finally, you should note that the Bond Order contains a covenant that limits the ability of the District to sell or otherwise dispose of Bond -financed property for compensation. With respect to the property financed by the Bonds, or in cases in which an issuer elects to apply new private activity bond regulations, such sale or disposition causes the creation of a class of proceeds referred to as "disposition proceeds." Disposition proceeds, like sale proceeds and investment earnings, are tax -restricted funds. Failure to appropriately account, invest or expend such disposition proceeds would adversely affect the tax-exempt status of the Bonds. In the event that you anticipate selling property, even in the ordinary course, please contact us. Obviously, this letter only presents a fundamental discussion of the yield restriction rules as applied to amounts deposited to the Bond Fund. Moreover, this letter does not address the rebate consequences with respect to the Bond Fund. If you have certain concerns with respect to the matters discussed in this letter or wish to ask additional questions with regard to certain limitations imposed, please feel free to contact our firm. Very truly yours, SCHWARTZ, PAGE & HARDING, L.L.P. By: 4,�� Christina Cole cc: Ms. Denise Oppenheimer Municipal Accounts & Consulting, L.P. 631040_1 EXHIBIT "D" Rock Prairie Management District No. 2 May ll, 2023 Page 2 The fees for our services in assisting with the accounting for capital asset construction activity and preparation of depreciation schedules will be invoiced on an hourly basis. We will communicate with you if anticipated fees exceed $3,000. Our pricing for this engagement and our fee structure are based upon the expectation that our invoices will be paid promptly. Payment of our invoices is due upon receipt. Assistance with New Standards Assistance and additional time as a result of the adoption of new standards, if any, are not included within our standard engagement fees. These fees will be based on time expended and will vary based on the level of assistance and procedures required. Contract Agreement Please sign and return this contract to indicate your acknowledgment of, and agreement with, the arrangements for our services including our respective responsibilities. FORVIS, LLP Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services and Terms and Conditions Addendum, on behalf of Rock Prairie Management District No. 2. BY Board President DATE Rock Prairie Management District No. 2 May 11, 2023 Page 3 Scope of Services — Audit Services We will audit the basic financial statements and related disclosures for the following entity with the objective of expressing an opinion on the financial statements: Rock Prairie Management District No. 2 as of and for the year ended May 31, 2023. The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. This audit will encompass all funds of Rock Prairie Management District No. 2. We will also provide you with the following nonattest services: Preparing depreciation schedules based on your assignment of depreciable lives and methods Preparing a draft of the financial statements and related notes Brian Krueger is responsible for supervising the engagement and authorizing the signing of the report or reports. We will issue a written report upon completion of our audit, addressed to the following parties: Entity Name Party Name Rock Prairie Management District No. 2 Board of Directors Municipal utility districts, by their nature, depend on services from consultants, attorneys, and others to carry out the administration of the district and require sharing of information among these service providers along with specific regulatory or other parties. You authorize us and our representatives to provide documents, reports, and information to the distribution list provided by the Board or the Districts representatives, which may include attorneys, engineers, bookkeepers, developers, tax collectors, operators, agents, and other consultants, along with auditors of other districts that share operations or facilities with the district. The following apply for the audit services described above: Our We will conduct our audit in accordance with auditing standards generally Responsibilities accepted in the United States of America (GAAS). We will exercise professional judgment and maintain professional skepticism throughout the audit. We will identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. We will obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. We will evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Rock Prairie Management District No. 2 May 11, 2023 Page 4 We will also conclude, based on audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entitys ability to continue as a going concern for a reasonable period of time. Limitations and Reasonable assurance is a high level of assurance but is not absolute assurance Fraud and therefore is not a guarantee that an audit that is planned and conducted in accordance with GARS will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Our understanding of internal control is not for the purpose of expressing an opinion on the effectiveness of your internal control. However, we will communicate to you in writing any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we identify during the audit. We are available to perform additional procedures with regard to fraud detection and prevention at your request, subject to completion of our normal engagement acceptance procedures. The actual terms and fees of such an engagement would be documented in a separate contract to be signed by you and FORVIS, LLP. Opinion Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, add an emphasis -of -matter paragraph or other -matter paragraph(s) to our auditors' report, or if necessary, decline to express an opinion or withdraw from the engagement. If we discover conditions that may prohibit us from issuing a standard report, we will notify you. In such circumstances, further arrangements may be necessary to continue our engagement. Your Management and, if applicable, those charged with governance acknowledge Responsibilities and understand their responsibility for the accuracy and completeness of all information provided and for the following: Audit Support — to provide us with: o Unrestricted access to persons within the entity or within components of the entity (including management, those charged with governance, and component auditors) from whom we determine it necessary to obtain audit evidence o Information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, including access to information relevant to disclosures Rock Prairie Management District No. 2 May 11, 2023 Page 5 o Information about events occurring or facts discovered subsequent to the date of the financial statements, of which management may become aware, that may affect the financial statements o Information about any known or suspected fraud affecting the entity involving management, employees with significant role in internal control, and others where fraud could have a material effect on the financials a Identification and provision of report copies of previous audits, attestation engagements, or other studies that directly relate to the objectives of the audit, including whether related recommendations have been implemented o Additional information that we may request for the purpose of the audit Internal: Control and Compliance —for the: v Design, implementation, and maintenance of internal control relevant to compliance with laws and regulations and the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error o Alignment of internal control to ensure that appropriate goals and objectives are met, that management and financial information is reliable and properly reported and that compliance with and identification of the laws, regulations, contracts, grants, oragreements (including any federal award programs) applicable to the ent4s activities is achieved o Remedy, through timely and appropriate steps, of fraud and noncompliance with provisions of laws, regulations, contracts, or other agreements reported by the auditor o Establishment and maintenance of processes to track the status and address findings and recommendations of auditors Accounting and Reporting — for the: o Maintenance of adequate records, selection and application of accounting principles, and the safeguard of assets o Adjustment of the financial statements to correct material misstatements and confirmation to us in the representation letter that the effects of any uncorrected misstatements aggregated by us are immaterial, both individually and in the aggregate, to the financial statements taken as a whole o Preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America (or other basis if indicated in the contract) o Inclusion of the auditors report in any document containing financial statements that indicates that such financial statements have been audited by us o Distribution of audit reports to any necessary parties The results of ourtests of compliance and internal control over financial reporting performed in connection with our audit of the financial statements may not fully meet the reasonable needs of report users. Management is responsible for obtaining audits, examinations, agreed -upon procedures, or other engagements that satisfy relevant legal, regulatory, or contractual requirements or fully meet other reasonable user needs. Rock Prairie Management District No. 2 May 11, 2023 Page 6 Written As part of our audit process, we will request from management and, if applicable, Confirmations those charged with governance written confirmation acknowledging certain Required responsibilities outlined in this contract and confirming: The availability of this information Certain representations made during the audit for all periods presented The effects of any uncorrected misstatements, if any, resulting from errors or fraud aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole Preserving Our performance of certain nonattest services may not be permitted under the Future SEC and PCAOB independence rules, to which we are not currently subject. Independence Accordingly, if we perform services that are not permitted under those rules, you would not be permitted to use our reports in a registration statement or other document requiring compliance with those rules. You agree to inform us promptly if you are considering any future public offering of securities, use of our reports to comply with the Investment Advisers Act custody rule, or other action that would necessitate our future compliance with the independence rules of the SEC and PCAOB. Notice Required As indicated in the Terms and Conditions Addendum, any time you intend to reference our firm name in any manner in any published materials, including on an electronic site, you agree to provide us with draft materials for our review and approval before publishing or posting such information. However, no notice is required for filings with the Texas Commission on Environmental Quality (TCEQ), with required information repositories, the Texas Attorney Generals Office, and cities, as required by statute or regulation. Rock Prairie Management District No. 2 May 11, 2023 Page 7 FORVIS, LLP Terms and Conditions Addendum GENERAL Overview. This addendum describes FORVIS LLPs standard terms and conditions ("Terms and Conditions") applicable to Our provision of services to the Client ("You"). The Terms and Conditions are a partof the contract between You and FORVIS, LLP, For the purposes of the Terms and Conditions, any reference to "Firm," "We," "Us," or "Our' is a reference to FORVIS, LLP ('FORVIS"), and any reference to "You" or "Your' is a reference to the party or parties that have engaged Us to provide services and the party or parties ultimately responsible for payment of Our fees and costs. BILLING, PAYMENT, & TERMINATION 2. 3 Billing and Payment Terms. We will bill You for Our professional fees and costs as outlined in Our contract. Interest will be charged on any unpaid balance after 30 days at the rate of 10 percent per annum, or as allowed by law at the earliest date thereafter, and highest applicable rate if less than 10 percent. All fees, charges, and other amounts payable to FORVIS hereunder do not include any sales, use, excise, value-added, or other applicable taxes, tariffs, or duties, payment of which shall be Your sole responsibility, and do not include any applicable taxes based on FORVIS net income or taxes arising from the employment or independent contractor relationship between FORVIS and FORVIS personnel. We reserve the right to suspend or terminate Our work for this engagement or any other engagement for nonpayment of fees. If Our work is suspended or terminated, You agree that We will not be responsible for Your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against You resulting from Your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of Our services. Our fees may increase if Our duties or responsibilities are increased by rulemaking of any regulatory body or any additional new accounting or auditing standards. Our engagement fees do not include any time for post -engagement consultation with Your personnel or third parties, consent letters and related procedures for the use of Our reports in offering documents, inquiries from regulators, or testimony or deposition regarding any subpoena. Charges for such services will be billed separately. Billing Records. If these services are determined to be within the scope and authority of Section 1861(v)(1)(1) of the Social Security Act, We agree to make available to the Secretary of Health and Human Services, or to the U.S. Comptroller General, or any of their duly authorized representatives, such of Our books, documents, and records that are necessary to certify the nature and extent of Our services, until the expiration of four (4) years after the furnishing of these services. This contract allows access to contracts of a similar nature between subcontractors and related organizations of the subcontractor, and to their books, documents, and records. 4. Termination. Either party may terminate these services in good faith at any time for any reason, including Your failure to comply with the terms of Our contract or as We determine professional standards require. Both parties must agree, in writing, to any future modifications or extensions. If services are terminated, You agree to pay FORMS for time expended to date. In addition, You will be billed costs and fees for services from other professionals, if any, as well as an administrative fee of five (5) percent to cover certain technology and administrative costs associated with Our services. Unless terminated sooner in accordance with its terms, this engagement shall terminate upon the completion of FORVIS services hereunder. DISPUTES & DISCLAIMERS 5. Mediation. Any dispute arising out of or related to this engagement will, prior to resorting to litigation, be submitted for nonbinding mediation upon written request by either party. Both parties agree to try in good faith to settle the dispute in mediation. The mediator will be selected by agreement of the parties. The mediation proceeding shall be confidential. Each party will bear its own costs in the mediation, but the fees and expenses of the mediator will be shared equally. Indemnification. Unless disallowed by law or applicable professional standards, You agree to hold FORVIS harmless from any and all claims which arise from knowing misrepresentations to FORVIS, or the intentional withholding or concealment of information from FORMS by Your management or any partner, principal, shareholder, officer, director, member, employee, agent, or assign of Yours. To the extent allowed by law, but without any requirement that You establish or maintain a separate interest and sinking fund therefore, You also agree to indemnify FORMS for any claims made against FORVIS by third parties, which arise from any wrongful actions of Your management or any partner, principal, shareholder, officer, director, member, employee, agent, or assign of Yours. The provisions of this paragraph shall apply regardless of the nature of the claim. 7. Statute of Limitations. [Deleted] 8. Limitation of Liability. You agree that FORVIS liability, if any, arising out of or related to this contract and the services provided hereunder, shall be limited to the amount of the fees paid by You for services rendered under this contract. This limitation shall not apply to the extent it is finally, judicially determined that the liability resulted from the gross negligence or intentional or willful misconduct of FORMS or if enforcement of this provision is disallowed by applicable law or professional standards. 9. Waiver of Certain Damages. Except with respect to claims of gross negligence or intentional or willful misconduct, or a breach of confidentiality, in no event shall FORMS be liable to You or a third party for any indirect, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of revenue, interruption, loss of use, damage to goodwill or reputation, regardless of whether You were advised of the possibility of such damages, regardless of whether such damages were reasonably foreseeable, and regardless of whether such damages arise under a theory of contract, tort, strict liability, or otherwise. 10. Choice of Law. You acknowledge and agree that any dispute arising out of or related to this contract shall be governed by the laws of the State of Texas, without regard to its conflict of laws principles. 11. WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM, OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. Rock Prairie Management District No. 2 May 11, 2023 Page 8 information, can be terminated at any time and You will not rely on using this to host Your data and records. 16. FORVIS Workpapers. Our workpapers and documentation (except final audit and/or agreed -upon procedure reports) retained in any form of media for this engagement are the property of FORVIS. We can be compelled to provide information under legal process. In addition, We may be requested by regulatory or enforcement bodies (including any State Board) to make certain workpapers available to them pursuant to authority granted by law or regulation. Unless We are prohibited from doing so by law or regulation, FORMS will inform You of any such legal process or request. You agree We have no legal responsibility to You in the event We determine We are obligated to provide such documents or information. We will cooperate with You in responding to any subpoena where FORVIS is not a party and will provide You with a fee estimate based on the estimated time required to comply. You agree to compensate FORMS for the time expended complying with the subpoena or other legal process based on the agreed -upon estimates. 12. Severability. In the event that any term or provision of this agreement shall be held to be invalid, void, or unenforceable, 17 then the remainder of this agreement shall not be affected, and each such term and provision of this agreement shall be valid and enforceable to the fullest extent permitted by law. 13. Assignment. You acknowledge and agree that the terms and conditions of this contract shall be binding upon and inure to the parties successors and assigns, subject to applicable laws and regulations. 14. Disclaimer of Legal or Investment Advice. Our services do not constitute legal or investment advice. RECORDS, WORKPAPERS, DELIVERABLES, & PROPRIETARY INFORMATION 15. Maintenance of Records. All audit and/or agreed -upon procedure reports generated by Us hereunder shall be Your property upon finalization of same. We acknowledge that the requirements of Chapter 552, Texas Government Code, as amended (the "Public Information Act'), and Chapters 201-205, Texas Local Government Code, as amended (the "Local Government Records Act," and together with the Public Information Act, the "Acts"), each apply to all public information, as defined by the Public Information Act, and all local government records, as defined by the Local Government Records Act, related to the relationship between the You and Us, and to any work carried out thereunder. We covenant that We will comply with all requirements of the Acts, Your Record Management Program, and all applicable rules, regulations, policies, and retention schedules adopted thereunder. You agree to assume full responsibility for maintaining Your original data and records and that FORVIS has no responsibility to maintain this information. You agree You will not rely on FORVIS to provide hosting, electronic security, or backup services, e.g., business continuity or disaster recovery services, to You unless separately engaged to do so. You understand that Your access to data, records, and information from FORVIS servers, i.e., FORVIS portals used to exchange Subpoenas or Other Legal Process. In the event FORVIS is required to respond to any such subpoena, court order, or any government regulatory inquiry or other legal process relating to You or Your management for the production of documents and/or testimony relative to information We obtained or prepared incident to this or any other engagement in a matter in which FORMS is not a party, You shall compensate FORVIS for all time We expend in connection with such response at normal and customary hourly rates and to reimburse Us for all out-of-pocket expenses incurred in regard to such response. 18. Use of Deliverables and Drafts. You agree You will not modify any deliverables or drafts prepared by Us for distribution to third parties. You also understand that We may on occasion send You documents marked as draft and understand that those are - for Your review purpose only, should not be distributed in any way, and should be destroyed as soon as possible. Draft documents are subject to potentially material changes until such time as they are marked final, and We shall not be liable to You in Your use of such draft documents. Our report on any financial statements must be associated only with the financial statements that were the subject of Our engagement. You may make copies of Our report, but only if the entire financial statements (exactly as attached to Our report, including related footnotes) and any supplementary information, as appropriate, are reproduced and distributed with Our report. 19. Proprietary Information. You acknowledge that proprietary information, documents, materials, management techniques, and other intellectual property are a material source of the services We perform and were developed prior to Our association with You. Any new forms, software, documents, or intellectual property We develop during this engagement for Your use (except final audit and/or agreed -upon procedure reports) shall belong to Us, and You shall have the limited right to use them solely within Your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements, and other documents which We make available to You are confidential and proprietary to Us. This provision will apply to all materials whether in digital, "hard copy" format, or other medium. REGULATORY 20. U.S. Securities and Exchange Commission ("SEC") and other Regulatory Bodies. Where We are providing services either for (a) an entity that is registered with the SEC, (b) an affiliate of such registrant, or (c) an entity or affiliate that is subject to rules, regulations, or standards beyond those of the American Institute of Certified Public Accountants ("AICPA"), any term of this contract that would be prohibited by or impair Our independence under applicable law or regulation shall not apply to the extent necessary only to avoid such prohibition or impairment. 21. Offering Document. You may wish to include Ourreport(s) on financial statements in an exempt offering document. You agree that any report, including any auditors report, or reference to Our firm, will not be included in any such offering document without notifying Us. Any agreement to perform work in connection with an exempt offering document, including providing agreement for the use of the auditors report in the exempt offering document, will be a separate engagement. Any exempt offering document issued by You with which We are not involved will clearly indicate that We are not involved by including a disclosure such as, "FORVIS, LLP, our independent auditor, has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. FORMS, LLP also has not performed any procedures relating to this offering document." 22. FORVIS Not a Municipal Advisor. FORVIS is not acting as Your municipal advisor under Section 15B of the SecuiVes Exchange Act of 1934, as amended. As such, FORVIS is not recommending any action to You and does not owe You a fiduciary duty with respect to any information or communications regarding municipal financial products or the issuance of municipal securities. You should discuss such matters with internal or external advisors and experts You deem appropriate before acting on any such information or material provided by FORVIS. 23. FORMS Not a Fiduciary. In providing Our attest services, We are required by law and our professional standards to maintain our independence from You. We take this mandate very seriously and thus guard against impermissible relationships which may impair the very independence which You and the users of Our report require. As such, You should not place upon Us special confidence that in the performance of Our attest services We will act solely in Your interest. Therefore, You acknowledge and agree We are not in a fiduciary relationship with You and We have no fiduciary responsibilities to You in the performance of Our services described herein. TECHNOLOGY 24. Electronic Sites. In the event You place Our report(s), including any reports on Your financial statements, along with other information, such as a report by management or those Rock Prairie Management District No. 2 May 11, 2023 Page 9 charged with governance on operations, financial summaries or highlights, financial ratios, etc., on an electronic site, You agree to notify Us. You recognize that We have no responsibility to review information contained in electronic sites. 25. Electronic Signatures and Counterparts. This contract and other documents to be delivered pursuant to this contract may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this contract are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this contract or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the internet), by electronic mail in portable document format" (".pdf) or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software, will have the same effect as physical delivery of the paper document bearing an original signature. 26. Electronic Data Communication and Storage. In the interest of facilitating Our services to You, We may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the internet, or utilize cloud -based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, We employ measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards. You recognize and accept that We have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by Us. You consent to Our use of these electronic devices and applications during this engagement. OTHER MATTERS 27. Cooperation. You agree to cooperate with FORVIS in the performance of FORVIS services to You, including the provision to FORMS of reasonable facilities and timely access to Your data, information, and personnel. You shall be responsible for the performance of Your employees and agents. 28. Third -Party Service providers. FORVIS may from time to time utilize third -party service providers, including but not limited to domestic software processors or legal counsel, or disclose confidential information about You to third -party service providers in serving Your account. FORVIS maintains, however, internal policies, procedures, and safeguards to protect the confidentiality and security of Your information. In addition, FORMS will secure confidentiality agreements with all service providers to maintain the confidentiality of Your information. If We are unable to secure an appropriate confidentiality agreement, You will be asked to consent prior to FORMS sharing Your confidential information with the third -party service provider. 29. Independent Contractor. When providing services to You, We will be functioning as an independent contractor; and in no event will We or any of Our employees be an officer of You, nor will Our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to You. Decisions regarding management of Your business remain the responsibility of Your personnel at all times. Neither You nor FORVIS shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. 30. Use of FORMS Name. Any time You intend to reference FORVIS firm name in any manner in any published materials, other than in connection with Our audit report or other deliverables, You agree to provide Us with draft materials for review and approval before publishing or posting such information. 31. Praxity. FORVIS is an independent accounting firm allowed to use the name "Praxity" in relation to its practice. FORVIS is not connected, however, by ownership with any other firm using the name "Praxity." FORVIS will be solely responsible for all work carried out on Your behalf. In deciding to engage FORVIS, You acknowledge that We have not represented to You that any other firm using the name "Praxity" will in any way be responsible for Our work. 32. Entire Agreement. The contract, including this Terms and Conditions Addendum and any other attachments or addenda, encompasses the entire agreement between You and FORVIS and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this contract must be made in writing and signed by both You and FORVIS. 33. Force Majeure. We shall not be held responsible for any failure to fulfill Our obligations if such failure was caused by circumstances beyond Our control, including, without limitation, fire or other casualty, act of God, act of terrorism, strike or labor dispute, war or other violence, explosion, flood or other natural catastrophe, epidemic or pandemic, or any law, order, or requirement of any governmental agency or authority affecting either party, including without limitation orders incident to any such epidemic or pandemic, lockdown orders, stay-at-home orders, and curfews. 34. Representations. (a) As required by Chapter2271, Government Code, We represent that We, including any wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of Us, do not boycott Israel and will not boycott Israel through the term of this engagement. The term "boycott Israel' in this paragraph has the meaning assigned to such term in Section 808.001 of the Texas Government Code, as amended. Rock Prairie Management District No. 2 May 11, 2023 Page 10 (b) Pursuant to Chapter 2252, Texas Government Code, We represent and certify that, at the time of execution of this contract, neither We, nor any wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of the same is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. (c) To the extent the engagement to which this Terms and Conditions Addendum is attached has a value of $100,000 or more, pursuant to Section 2274.002, Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session), as amended, We hereby verify that We, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of Us, does not boycott energy companies, and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" shall have the meaning assigned to the term "boycott energy company' in Section 809.001, Texas Government Code. (d) To the extent the engagement to which this Terms and Conditions Addendum is attached has a value of $100,000 or more, pursuant to Section 2274.002, Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session), as amended, We hereby verify that We, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of Us: (i) do not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade association during the term of the Agreement. As used in the foregoing verifications, "discriminate against a firearm entity or trade association" shall have the meaning assigned to such term in Section 2274.001(3), Texas Government Code. CERTIFICATE OF INTERESTED PARTIES FORM 1.295 1 of 1 Complete Nos. 1 - 4 and 6 if there are Interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2023-1014971 FORVIS, LLP Houston, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/02/2023 being filed. Rock Prairie Management District No. 2 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 05112023 Audit of the District's financial statements for the fiscal year ended May 31, 2023 4 Watson, Tom Snow, Matt Graham, Frank Cole, Abe Name of Interested Party 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is BRIAN K. KRUEGER My address is 2700 POST OAK BLVD., SUITE 1500 (street) City, State, Country (place of business) Dallas, TX United States Charlotte, NC United States Charlotte, NC United States Springfield, MO United States Nature of interest (check applicable) Controlling Intermediary X X X X , and my date of birth is 04/ 1 1 /67 HOUSTON TX , 77056 USA. (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in HARRIS County, State of TEXAS on the I I tltday of MAY 2023 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.7bd706d4 CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos. 1- 4 and 6 if there are Interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2023-1014971 FORVIS, LLP Houston, TX United States Date Filed: Name of governmental entity or state agency that is a party to the contract for which the form is 05/02/2023 being filed. Rock Prairie Management District No. 2 Date Acknowledged: 06/30/2023 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 05112023 Audit of the District's financial statements for the fiscal year ended May 31, 2023 4 Watson, Tom Snow, Matt Graham, Frank Cole, Abe Name of Interested Party 5 Check only if there is NO Interested Panty. ❑ 6 UNSWORN DECLARATION My name is My address is (street) City, State, Country (place of business) Dallas, TX United States Charlotte, NC United States Charlotte, NC United States Springfield, MO United States , and my date of birth is Nature of interest (check applicable) Controlling Intermediary X X X X (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Cnunly, State of. , on the day of 120 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.71od706d4 EXHIBIT "E" MUNTcIPAL AccoUNTS Ai CoNsuLTiN�, LP Rock Prairie Management District No. 2 Bookkeeper's Report May 11, 2023 611 Lonamire Rd Suite 1 • Conroe, Texas 77304 • Phone: 936.756.1644 • Fax: 936.756.1844 Num Name BALANCE AS OF 04/14/2023 Receipts No Receipts Activity Total Receipts Disbursements 2085 Greener Images 2087 B&A Municipal Tax Service 2088 EHRA Engineering 2089 Forvis 2090 Municipal Accounts & Consulting, LP 2091 Schwartz, Page & Harding, L.L.P. 2092 Greener Images Svc Chg Central Bank Wire Attorney General of Texas Total Disbursements BALANCE AS OF 05/11/2023 Rock Prairie MD No. 2 - GOF Cash Flow Report - Checking Account As of May 11, 2023 Memo Mowing, Mulch & Ant Control SB2 Compliance Engineering Fees SB 625 Compliance Bookkeeping Fees Legal Fees Mowing Expense Service Charge Series 2023 Road - Issuance Costs CENTRAL BANK - CHECKING - #XXXX6508 1 Amount Balance $12,079.91 0.00 0.00 (9,009.95) (250.00) (2,090.00) (600.00) (2,439.51) (6,922.05) 0.00 (40.00) (1,750.00) (23,101.51) ($11,021.60) Rock Prairie Management District No. 2 Account Balances f As of May 11, 2023 Financial Institution Issue Maturity Interest Account (Acct Number) Date Date Rate Balance Fund: Operating Checking Account(s) CENTRAL BANK - CHECKING (XXXX6508) 0.00 % (11,021.60) Checking Account Totals for Operating Fund: ($11,021.60) Fund: Capital Projects Money Market Funds TEXAS CLASS (XXXX0003) 06/27/2022 5.18 % 358.12 Series 2022 Road Totals for Capital Projects Fund: $358.12 Fund: Debt Service Money Market Funds TEXAS CLASS (XXXX0001) 04/06/2021 5.18 % 301,810.27 Road Totals for Debt Service Fund: $301,810.27 Grand total for Rock Prairie Management District No. 2: $291,146.79 2 Notes Revenues 14100 Developer Advance 14350 Maintenance Tax Collections Total Revenues Expenditures 16330 Legal Fees 16340 Auditing Fees 16350 Engineering Fees 16430 Bookkeeping Fees 16450 Legal Notices & Other Publ. 16455 SB 2 Expenses 16460 Printing & Office Supplies 16470 Filing Fees 16480 Delivery Expense 16510 Mowing - Parks 16520 Postage 16530 Insurance & Surety Bond 16540 Travel Expense 16551 Bank Fees 16560 Miscellaneous Expense Total Expenditures Excess Revenues (Expenditures) Rock Praiae MD No. 2 - GOF Actual vs. Budget Comparison April 2023 April 2023 Actual Budget Over/(Under) 0 4,040 (4,040) 0 0 0 0 4,040 (4,040) June 2022 - April 2023 Annual Actual Budget Over/(Under) Budget 134,000 141,400 (7,400) 145,440 80,794 75,700 5,094 75,700 214,794 217,100 (2,306) 221,140 6,656 4,250 2,406 61,056 55,750 5,306 60,000 600 0 600 12,300 13,500 (1,200) 13,500 2,090 2,500 (410) 32,381 27,500 4,881 30,000 2,296 2,702 (406) 24,110 32,298 (8,187) 35,000 0 0 0 0 0 0 1,000 250 208 42 2,750 2,292 458 2,500 250 104 146 1,963 1,146 817 1,250 0 108 (108) 170 1,192 (1,022) 1,300 21 42 (20) 153 458 (305) 500 8,244 4,379 3,865 73,955 65,851 8,103 70,230 12 5 7 120 55 65 60 0 0 0 3,065 3,500 (435) 3,500 116 83 33 1,114 917 197 1,000 40 42 (2) 530 458 72 500 777 67 711 3,385 733 2,651 800 21,352 14,490 6,861 217,051 205,650 11,401 221,140 ($21,352) ($10,450) ($10,901) ($2,257) 511,450 ($13,707) $4 3 Rock Prairie MD No. 2 Capital Projects Fund Breakdown. 5/11/2023 Net Proceeds for All Bond Issues Receipts Series 2022 Road - Bond Proceeds $2,500,000.00 Series 2022 Road - Interest Earnings 811.29 Disbursements Series 2022 Road - Disbursements (Attached) (2,500,453.17) Total Cash Balance $358.12 Balances by Account Series 2022 Road - TX Class (0002) $358.12 Total Cash Balance $358.12 Balances by Bond Series Series 2022 Road - Bond Proceeds $358.12 Total Cash Balance $358.12 Remaininy Costs/Sumius By Bond Series. Series 2022 Road - Remaining Costs $0.00 Total Amount in Remaining Costs $0.00 Series 2022 Road - Surplus & Interest Balance $358.12 Total Remaining Costs/Surplus $358.12 4 ASSETS Current Assets Checking/Savings 11101 • Cash in Bank Total Checking/Savings Other Current Assets 11520 Maintenance'Tax Receivable 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 12800 • Deferred Inflows Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity 13010 • Unallocated Fund Balance Net Income Total Equity TOTAL LIABILITIES & EQUITY Rock Prairie MD No. 2 - GOF Balance Sheet As of April 30, 2023 Apr 30, 23 12,040 12,040 1,494 (9,678) (8,184) 3,856 3,856 21,062 21,062 1,494 1,494 22,556 22,556 (16,443) (2,257) (18,700) 3,856 5 Proposed Budget Rock Prairie MUD 2 - Fiscal Year Ending 5/31/24 Ten Month Twelve Months Approved Proposed Actuals Annualized 06122-03/23 FYE 05/23 2023 Budget 2024 Budget Revenues 14100 • Developer Advance 134,000 160,800 145,440 15,016 14350 • Maintenance Tax Collections 80,794 96,953 75,700 221,044 Total Revenues $214,794 $257,753 $221,140 $236,060 Expenditures 16330 • Legal Fees 54,400 65,280 60,000 60,000 16340 • Auditing Fees 11,700 11,700 13,500 13,500 16350 • Engineering Fees 30,291 36,349 30,000 37,000 16430 . Bookkeeping Fees 21,832 26,198 35,000 36,500 16450 • Legal Notices & Other Publ. 0 0 1,000 1,000 16455 • SIB 2 Expenses 2,500 3,000 2,500 3,000 16460 . Printing & Office Supplies 1,695 2,034 1,250 2,000 16470 • Filing Fees 170 204 1,300 200 16480 • Delivery Expense 132 158 500 150 16510 • Mowing - Parks 65,711 70,230 70,230 75,000 16520 . Postage 108 130 60 130 16530 • Insurance & Surety Bond 3,065 3,065 3,500 3,200 16540 • Travel Expense 998 1,198 1,000 1,200 16551• Bank Fees 490 570 500 480 16560 . Miscellaneous Expense 2,607 2,800 800 2,700 Total Expenditures $195,699 $222,916 $221,140 $236,060 Other Revenues 6 Proposed Budget Rock Prairie MUD 2 - Fiscal Year Ending 5/31/24 Ten Month Twelve Months Approved Proposed Actuals Annualized 06122-03/23 FYE 05/23 2023 Budget 2024 Budget Total Other Revenues Capital Outlay Total Capital Outlay Net Excess Revenues <Expenditures> $0 $0 $19,095 $0 $0 $0 $0 $0 $0 $34,837 $0 $0 7 EXHIBIT "F" MUNICIPAL ACCOUNTS CONSULTING, L.P. May 11, 2023 Ms. Christina Cole Schwartz, Page & Harding, L.L.P. 1300 Post Oak Blvd., Suite 2400 Houston, TX 77056 Re: Rock Prairie Management District No. 2 Unclaimed Property for the Reporting Period March 1, 2021 — February 28, 2022 Dear Ms. Cole: For the reporting period referenced above, please be advised that Rock Prairie Management District has: (X) No unclaimed property to report ( ) Unclaimed property to report (see attached) Should you have any questions regarding the above, please do not hesitate to call me. Sincerely, Denise Oppenheimer Bookkeeper 1281 BRITTMOORE RD ■ HOUSTON, TEXAS 77043 ■ PHONE 713-623-4539 ■ FAX 713-629-6859 EXHIBIT "G" Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE MONTH ENDING April 30, 2023 B & A MUNICIPAL. TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 4/30/23 RECEIVABLES SUMMARY 2022 Balance Forward Levy at 05/31/22 FYE $0.00 CAD Changes / Uncollectible S363,724.26 363, 724.26 Outstanding Balance forward Prior Years (2021-2010) at 05/31/22 FYE $3,552.24 CAD Changes / Uncollectible $0.00 3,552.24 Total Levy to be collected 367,276.50 Collection prior months (all years) ($337,126.15) 2022 Taxes Collected net NSF & KR Refunds during current month ($10,976.90) Taxes Collected for Prior Years net NSF & KR Refunds $0.00 (348,103.05) Total Outstanding Balance 19,173.45 TAX ACCOUNT Beginning Balance —Tax Account 36,495.26 Income Taxes Collected Current Year $10,976.90 Taxes Collected Prior Year $0.00 10% Rendition Penalty $0.00 Penalties & Interest $1,003.51 Collection Fee Paid $0.00 Overpayments $14.30 NSF or Reversals, Bank Charges $0.00 Other Fees & Court Costs, Etc $0.00 CCI Overpayment $0.00 Earned Interest $0.00 $11,994.71 48,489.97 Expenses CK# 1209 Rock Prairie Mgmt District 2 - Operating (Feb, Mar, Apr) $6,481.84 CK# 1210 4121 Midtown Office Park LLC - Over Payment Refund (TY 2022) $14.30 CK# 1211 B&A Municipal Tax Service, LLC - Invoice MD2-183 $824.90 CK# 1212 B&A Municipal Tax Service, LLC - Invoice MD2-184 $1,191.94 $8,512.98 Ending Balance —Tax Account 39,976.99 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 2 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 4/30/23 OUTSTANDING TAXES - YEAR TO DATE BALANCE FORWARD CAD TAX °e SUPPLEMENTS & OUTSTANDING COLLECTIONS YEAR 10/01/22 CORRECTIONS UNCOLLECTIBLE COLLECTIONS TAXES PERCENTAGE 2022 $366,474.63 ($2,750.38) $0.00 $344,550.81 $19,173.45 94.73% 2021 $216,956.04 $0.00 $0.00 $216,956.04 $0.00 100.00% 2020 $117,666.69 $0.00 $0.00 $117,666.69 $0.00 100.00% 2019 $73,299.93 $0.00 $0.00 $73,299.93 $0.00 100.00% 2018 $49,461.25 $0.00 $0.00 $49,461.25 $0.00 100.00% 2017 $19,962.78 $0.00 $0.00 $19,962.78 $0.00 100.00% $19,173.45 EXEMPTIONS & TAX RATES TAX HOMESTEAD OVER 65 / DEBT SERVICE ROAD BOND DEBT YEAR EXEMPTION DISABLED M & O RATE RATE RATE TOTAL RATE 2022 0.00% 0 0.12000 0.00000 0.38000 0.50000 2021 0.00% 0 0.17000 0.00000 0.33000 0.50000 2020 0.00% 0 0.50000 0.00000 0.00000 0.50000 2019 0.00% 0 0.50000 0.00000 0.00000 0.50000 2018 0.00% 0 0.50000 0.00000 0.00000 0.50000 2017 0.00% 0 0.50000 0.00000 0.00000 0.50000 DISTRICT VALUES TAX LAND & PERSONAL YEAR IMPROVEMENTS AG NET PROPERTY EXEMPTIONS TOTAL VALUE SR KR 2022 74,141,207 8,296 120,621 1,525,281 72,744,843 25 25 2021 43,412,065 8,675 608,274 637,793 43,391,211 60 60 2020 22,941,412 7,123 617,829 33,002 23,533,362 65 65 2019 14,898,546 14,370 909,670 1,162,600 14,659,986 90 90 2018 9,881,920 28,690 309,850 328,210 9,892,250 99 99 2017 4,069,643 27,010 0 104,096 3,992,557 101 101 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 3 ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 4/30/23 MUNICIPAL TAX SERVICE,LLC BEGINNING BALANCE INCOME 10% Rendition Penalty CAD Refund Excess Allotment Collection Fee Correcton Roll Refund Earned Interest Overpayments Penalty & Interest Rollback Tax Collected Taxes Collected Total Income EXPENSES Annexation Audit/Records Bank Charges Bond Premium CAD Fees Certificate of Value Copies Correction Roll Refunds Correction Roll Rendition Refunds Continuing Disclosure Court Affidavits Delinquent Tax Attorney Assistance Delinquent Tax Attorney Fee Estimate of Value Financial Advisor Assistance Installment Tracking Unclaimed Property Report Legal Notices Mailing & Handling Meeting Travel & Mileage NSF, Reversals, Stop Pay Overpayment Refund Public Hearing Records Retention Research Roll Update & Processing Supplies Tax Assessor Collector Fee - AB Transfer to Rollback Collected _Transfer to Maintenance & Operating Transfer to Road Debt Service ENDING BALANCE PROFIT & LOSS CURRENT MONTH FISCAL YEAR 4/01 /23 - 4/30/23 6/01 /22 - 4/30/23 37,436.30 29,601.80 0.00 0.00 0.00 103.00 0.00 531.60 0.00 0.00 0.00 0.00 14.30 5,714.70 1,003.51 2,296.99 0.00 0.00 10,976.90 348,103.05 11,994.71 356,749.34 0.00 0.00 0.00 175.00 0.00 4.30 0.00 50.00 0.00 3,126.50 0.00 350.00 94.20 769.40 0.00 14.85 0.00 0.00 0.00 0.00 0.00 0.00 15.00 165.00 0.00 528.54 0.00 900.00 0.00 32.50 0.00 0.00 0.00 0.00 0.00 787.00 5.74 688.84 0.00 3,422.86 0.00 25.00 0.00 5,700.33 0.00 650.00 1.20 21.03 0.00 210.00 0.00 412.50 0.00 10.26 824.90 9,023.50 0.00 0.00 0.00 80,793.76_ 0.00 230, 000.00 941.04 337,861.17 48 489 9.7. 4_8.489.97 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 4 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 4/30/23 YEAR TO YEAR COMPARISON 2022 % 2021 % October $19,553.67 5.34% $0.00 0.00% November $25,643.23 12.33% $27,879.54 12.87% December $50,710.36 26.17% $47,161.03 34.64% January $221,635.93 86.66% $96,284.05 79.10% February $10,057.86 90.07% 32 $ ,143.07 93.94% March $5,972.86 91.71% $1,284.59 94.53% April $10,976.90 94.73% $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 99.93% MONTHLY COLLECTIONS 20221 20211 2019 $10,976.90 $0.00 $0.00 VARIANCE 5.34% -0.54% -8.47% 7.56% -3.87% -2.82% 0.20% B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 620 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 5 i ROCK PRAIRIE MGT DIST NO. 2 MUNICIPAL TAX SERVICE,LLC FOR THE PERIOD ENDING 04/27/2023 PLEDGED SECURITIES REPORT SECURITES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE: YES TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON COLLATERAL SECURITY REQUIRED: NO TYPE OF PLEDGED INVESTMENT: IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: YES B A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY SUITE 620 MAIN 713-900-2680 PS HOUSTON, TX 77040 FAX 713-900-2685 STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax correct report acclount ng forector for hall taxes e above named District and the foregoing contains a true and port collected for said District during the month therein stated. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this Is' day of May 2023. l_ REBECCA LYNN BREWER ' z Notary ID #12`.8819 �= J My Commission Expires j March 1, 2024 4z&-tw '�� iL.^� Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2024 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 4130/23 MAINTENANCE & OPERATING LESS PENALTIES & CORRECTION TAX YEAR M & O RATE PERCENTAGE COLLECTIONS INTEREST ROLLS LESS REVERSALS 2022 0.120000 24% $10,976.90 $0.00 $0.00 $0.00 2021 0.170000 34% $0.00 $0.00 $0.00 $0.00 2020 i 0.500000 100% $0.00 $0.00 $0.00 $0.00 2019I 0.500000 100% $0.00 $0.00 $0.00 $0.00 2018, 0.500000 100% $0.00 $0.00 $0.00 $0.00 20171 0.500000 100% $0.00 $0.00 $0.00 $0.00 mm DATE: 5.01.23 PAID CHECK # /, o q LESS TRANSFER $2,634.46 $0.00 $0.00 $0.00 $0.00 $0.00 $0.-- $0.00 $2,634.46 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 1 ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 3/31/23 MUNICIPAL TAX SERVICE,LLC TAX YEAR M & O RATE PERCENTAGE 2022 0.120000 24% 20211 0.170000 34% 2020� 0.500000 100% 2019 0.500000 100% 20181 0.500000 100% 20171 0.500000 100% DATE: 4.01.23 PAID CHECK# /,,Ae(% MAINTENANCE & OPERATING LESS PENALTIES & CORRECTION COLLECTIONS INTEREST ROLLS LESS REVERSALS $5,972.86 $0.00 $0.00 $0.00 $0.00 $0.00 I $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ; $0.00 $0.00 $0.00 $0.001 $0.00 $0.00 LESS 0.00 TRANSFER $1,433.49 $0.00 $0.00 $0.00 $0.00 $0.00 $0.-- $0.00 $1,433.49 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2690 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 2/28/23 MAINTENANCE & OPERATING LESS PENALTIES & CORRECTION TAX YEAR M & O RATE PERCENTAGE COLLECTIONS INTEREST ROLLS LESS REVERSALS 2022 0.120000 24% $10,057.86 $0.00 $0.00 $0.00 2021 0.170000 34% $0.00 $0.00 $0.00 $0.00 20201 0.500000 100% $0.00 ' $0.00 $0.00 $0.00 _ 20191 0.500000 _ 100%, $0.00 $0.00 $0.00 $0.00 20181 0.500000 100%] $0.00 $0.00 $070 $.0.00 2017: 0.500000 100% $0.00 $0.00 $0.00 $0.00 m DATE: 3.01.23 PAID CHECK#v;�j LESS TRANSFER $2,413.89 $0.00 $0.00 $0.00 $0.00 $0.00 $0.-- $0.001 $2,413.89 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 MAIN 713-900-2680 HOUSTON, TX 77040 TOLL FREE 1-888-598-7409 1 2022 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 4121 MIDTOWN OFFICE PARK LLC 4121 STATE HIGHWAY 6 S STE 200 COLLEGE STATION, TX 77845-8682 "RETURN SERVICE REQUESTED" Phone: 713-900-2680 Fax: 713-900-2685 Appraised Values Property Information Land Non HS 2,625 A000901, THOMAS CARRUTHERS (ICL), TRACT 21 1. 0.1148 ACRES Acreage: 0 11480 Service Address MIDTOWN DR 100% Assessed Value 2,625 Taxing Unit Less Exemptions ROCK PRAIRIE MD NO. 2 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 ENTITLEMENTYOU MAY HAVE TO A POSTPONEMENT IN THE PAYMENT OF THESE TAXES. Payment Due Before Date Payment Paid By 02/14/2023 14.04 SOUTHLAND TITLE 04/14/2023 14.30 4121 MIDTOWN OFFICE PARK LLC dYr? Over Payment � Amount: Jur No Stmt Date Delinquent Date Receipt No MD2 1 4/28/2023 2/1/2023 19 Account No 00090100210010 TAXES ARE J`UE UPON RECEIPT. TAXES WILL BECOME DELINQUENT AFTER January 31, 2023. PAYMENT MUST BE POSTMARKED BEFORE DELINQUENT DATE TO AVOID ADDITIONAL PENALTIES AND INTEREST. Taxes that remain delinquent on July 01, 2023 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. 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 It Change 2022 2.625 2,625 0.500000 13.12 0.00% 2021 2.625 2,625 0.500000 13.12-55.16% 2020 5.851 5,851 0.500000 29.26 0.03% E-A 2019 5,850 5,850 0.500000 29.25 0.00% 2018 5,850 5,850 0.500000 29.25 0.00% 2017 5,850 5,850 0.500000 29.25 N/A % Change between 2022 and 2017 -55.13% 1 -5513% 1 0.00% I -5515% Taxable Value Tax Rate Tax Levy 2,625 0.500000 per $100 13.12 Current Taxes Due 13.12 CAD Other Taxes Paid Penalties Paid P & I Paid Atty Fee Paid Paid Total Payment 13.12 000 0.92 0.00 000 14.01 0.00 000 0.00 0.00 000 14.30 2022 Paid in Full Total Paid 28.34 Invoice MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Description Avik Bonnerjee, RTA - Tax Assessor Collector Fee May 2023. 2022 Additional Unit Count Invoiced 2023 Date Invoice # 5/1/2023 MD2-183 Unit Count Rate Amount 817.70 817.70 8 0.90 7.20 Thank you for your business. Total $824.90 13333 Northwest Freeway, Suite 620 ■ Houston, TX 77040 ■ PH:713-900-2680 ■ www.bamunitax.com Invoice Date Invoice # MUNICIPAL TAX SERVICE, LLC I 5/1/2023 MD2-184 Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 620 Houston TX 77040 Description Unit Count Rate Amount Copies 241 0.20 48.20 Roll Update & Processing (February 2023 Rolls) 1.5 75.00 112.50 Records Retention 1.20 1.20 Preparation of Delq. Atty. Electronic Files 15.00 15.00 Meeting Travel Time/Mileage/Time (March 2023) 530.04 530.04 Research Unclaimed Property (3.01.19 to 2.29.20) 60.00 60.00 Continuing Disclosures 425.00 425.00 Thank you for your business. Total $1,191.94 13333 Northwest Freeway, Suite 620 0 Houston, TX 77040 ■ PH:713-900-2680 ■ www.bamunitax.com EXHIBIT "H" EHRA \11-� ENGINEERING THE FUTURE SINCE 1936 ROCK PRAIRIE MANAGEMENT DISTRICT NO.2 ENGINEERING REPORT MAY 2023 9. Engineering Report, including: THE No F-726 TBPLS No 10092300 a. Authorize the design and/or advertisement of bids for construction of facilities within the District and approval of related storm water plans, including District. 1. Status of design of Preliminary Plan for Midtown City Center, Phase 406 Board Action: None. b. Authorize the award of/or concurrence in award of contracts for the construction of facilities within the District, authorizing acceptance of Texas Ethics Commissions ("TEC") Form 1295, and approval of any storm water permits. Board Action: None. c. Status of construction of facilities to serve land within the District, including the approval of any pay estimates and change orders and authorize acceptance of TEC Form 1295, including: 1. Midtown Subdivision, Phase 109 and 112 by Greens Prairie Investors, Ltd. Contractor: Greens Prairie Investors, Ltd. Contract Time: 150 Days Pay Request No. Two is attached in the amount of $371,583.45. Contract Quantity Adjustment No. One in the amount of a net deduct of $65,320.00. Contract Quantity Adjustment No. Two in the amount of a net increase of $8,160.00. Change Order No. One in the amount of $12,000 for the addition of two inlets. Board Action: Approve Pay Request No. Two, Contract Quantity Adjustment Nos. One and Two, and Change Order No. One. EHRA Englneenng 1 10011 Nleadog1en Lane I Hous[or rexas 77042 1 i 713 784.4500 1 f 713.7844577 Rock Prairie Management District No. 2 APRIL 2023 Page 2 2. Midtown City Center, Phase 4O4A by Terra Bella Construction, LLC. No additional Pay Requests have been received for processing. The project was approximately 85% completed as of the last Pay Estimate. Board Action: None d. Acceptance of site and/or easement conveyances for facilities to be constructed for the District and acceptance of facilities for operation and maintenance purposes. Final Plat for Midtown Reserve, Phase 107 was recorded. Board Action: Accept Midtown Reserve, Phase 107 for operation and maintenance purposes. e. Status of acceptance by the City of College Station, Texas for maintenance of streets. Board Action: None. f. Approval and execution of (i) preliminary plat application for Midtown City Center Subdivision, (ii) final plat application for Midtown City Center Subdivision 4O6A and (iii) plat for Midtown City Center Subdivision 4O4A. Board Action: Approve plats and plat applications FHRA Fngineering 110011 Meadowglen Lane I Houston, TeXaS 77042 It 713 784.4500 If 713.7841 4577 EHRA \1.1/ tti GiNE= TIC THE FUTURE s1An_E 1936 EHRA TBPE No. F-726 Construction Progress Report and Pay Request No. Two Date: April 24, 2023 Project No.: 151-068-14 CPS Owner. Project: College Station Downtown Residential, LLC Rock Prairie Management District No. 2 1140 Midtown Drive Midtown Reserve Subdivision Phase 109 & 112 College Station, Texas 77845 Contractor. Greens Prairie Investors, Ltd. 1140 Midtown Drive College Station, TX 77845 Original Contract Amount: $2,192,937.50 Contract Quantity Adjustment No. 1: ($65,320.00) Notice to Proceed Date: February 1, 2023 Change Order No. 1: $12,000.00 Contract Quantity Adjustment No. 2: $8,160.00 Contract Days: 150 Total Contract Amount To Date: $2,147,777.50 Total Amount In Place To Date: $671,742.50 Less 10% Retainage: ($67,174.25) Balance: $604,568.25 Less Previous Payments: (3232,984.80) Total Amount Due this Report: $371,583.45 Percent Project Complete: 31% Enclosed is a copy of the Contractor's Affidavit of Bills Paid and a copy of the Contractors Waiver and Lien Release Upon Partial Payment in the amount of this Construction Progress Report No. Two An EHRA Representative has conducted an on -site inspection to verify that all quantities have been installed and approved. Recommended For Approval: EDMINSTER, HI T`�, a�SHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA r7afoW 4. /q Date: 04 / 26 / 2023 Date: 04 / 26 / 2023 IQ(fUYrT>�T1LCG(,(`dG{ Jason Keeling Robert D. Atkinson, Jr., P.E. Senior Construction Project Manager Practice Area Leader - District Services Please Remit Payment To: cc: Greens Prairie Investors, Ltd. Rock Prairie Management District No. 2 1140 Midtown Drive c/o Schwartz, Page & Harding, LLP College Station, TX 77845 Texas Commission on Environmental Quality - Reg 12 P:\151-068-14\CPS\Midtown Ph 109 & 112\Pay Request\Pay Request No. 02\Greens Prairie -Pay Reqest No. 02 Document Ref: VTM2R-YFEFX-UJSWX-TQCUX Page 1 of 10 10011lLane / \ Houston, on. Texas 77042 EHRA t-713.784.4500 f-713.7844577 TDP6 No. P-726 Contract Quantity Adjustrnelit District; Rock Prairie blanagernent District No.2 Date: April 18, 2D23 Project Name: Midtown Reserve Subdivision Phase 109 and 112 Project No.: 151.068-14 Contract For. No.: One LtcrL Ounntily� Revise IYS?, DcecriptionMs[allnchmenn ,,W_if3W) Vijt Onandly Adfuaia= Suangly [snit Cos! Deductions Additions Wafer Distribution 27 36•Inch RCP Pipe 'Milt Structural Bedding and Backfdl LIT 70 1 71 S130.00 S130,00 (furnish gad install, complete in place) 28 36-Inch HDPI: Pipe wish Structural Bedding and llackfdl Lr 12Z 163 285 S12S.00 $20,375.00 (furolsh and install, complete in place) 30 30-Inch RCP Pipe %%iih Structural Bedding and llackfdl 1.11 93 1 94 $135.00 S135.Co (furnish and install, complete in place) 31 30-Inch HDPIi Pipe with Structural Bedding and llackfill LIT 166 (146) 20 $100.00 (S14.600.00) (furnish and Instal), complete ]n place) 33 24-Inch RCP Pipe with Structural Bedding and llackfdl I.IT 165 10 175 585.00 S650.00 (furnish and install, complete in place) 35 24lnch HDPLT Pipe with Struetu vl Bedding and llackfdl LF 417 (M) 380 S60.00 (S2,220.00) (furnish and install, oompletc in place) 38 18-Inch I-IDPC Pipo with Structural Ikdding and llackfdl LP 195 (9) 184 S55.00 (S495.00) (furnish and install, complete in plax) 39 Standard 15' Mide Recessed Storm Sewer Curb Inlet (Per RA 1 1 2 $6,500,00 $6.SM.00 City of College Station details; furnish and install, complete in place) 40 Standard Ill' Wide Recessed Storm Sewer Curb Inlet (per 13A 4 (1) 3 S6,000,00 (S6,000.00) City of College Station details; furnish and install, complete in place) 41 Standard 5' Wide, Recessed Storm Sewer Curb Inlet (per GA 3 (1) 2 S5,050.00 (551850.00) City of College Station details; furnish and install, complete in place) 45 4-Foot x 4-Foot Junction Box (furnish and install, HA 6 (3) 3 $5,500.00 (516,500.00) complete in place) 51 'french Safety (complete in place) LIT 1,945 (29) 1,916 S1.50 (S4350) 52 Television Inspection of Storm &xvec System (B/CS LF 1,945 (29) 1,916 S350 (5101.50) United Technical Specifications) 62 I -Inch Water Seniee on 8-inch lane ,<15 ft, avg length 11;A 5 (1) 4 $1,200.00 ($1,200.00) - 2 ft (furnish and install, complete in place) 63 1-Inch Water Senicu on &-Inch Line ,> 15 ft, atg length HA 2 2 4 $2 i00.00 S4.400.00 = 2 A (furnish and Install, complete in place) 64 1.5-Inch Water Service on 8-Inch Line ,<I5 ft, avg length FA 19 (6) 13 S2,000.00 (5(2,000.00) = 2 ft (furnish and install, eompteto In place) 65 I.5-Inch Water Service on a -Inch fine ,>15 ft, 2% length rA 13 (8) 5 $3,000.00 (524,000.00) = 2 Fr (Furnish and install, complete in place) 80 4•InchSingle SmverSenicc(a%glength =4kfurnish and LTA G 3 9 $700.00 $2,Io0.0o inSbA complete in place) 81 4-Inch Double Sc%wScnicc (sap length = 4 fg furnish and 13- A 11 (8) 3 S800.00 ($6,400.00) install, complete in place) PA161-080.141CPb%M1d1can Ph 100 3112Way Roqueriftange gverstQA 01(1)\Graws Pra110 . 0A 01 Document Ref: GCRKB-WRZ60-MMNLJ-PSUQJ 10011 SIc.tJuuglcn Lane, Houston, 'Trxac 710t2 EHRA a71.1-784-f300 f•TIJ•78I•a5T7 TISPr_Ivn-r.7zr, Contract Quantity Adjustment District: Huck Pmiric Management Districi No. 2 Date: April I8, 202.1 Project Name: MidOwnl(escn•eSubdit95ion lahasc 101).urd 112 Pmjcct No.: 151-06I1-1.1 Cnntnct For: No.: One 82 4-Inch Sin& Sewer Smice(ntglrnglh=•ING;furnislcand p;A 1 (1) S $I,Gfll,flll (51,G110,UU) imerll, cmnplcte in place) M 4-Inch Double ScawScn'nc (Avg length = •1.4 fr; fion,11 and VA IN (5) IJ S I,tiC11.110 ($'1,UIHLIH)) iasedl,campktc in place) Original Contract Period: Extension'la Date: Contract Period To Date: This, Extension: New Conlrtct Period: Amended Compleliml Date: Recommended By- L-i•1HA (lalginn•r) Accellled By: Creole; Prniric Investors, Lid, (0111lmetrar) Approved By. College Slatiwl Downtown Residential, LLC (l7evt'lnper) Sub-Tutals: ($100,010.00) (c,rendar4q,) Original Contract Amounu ISU fl Previous Deductions To D.tte: Previous Addatinns Tn Date: I511 Net Total Contract To Dutc: U This Dcductlun: 151) This Addilion: Final Contract Amount: 76?,roa A fjn,r/,,,� 04 / 27 / 2023 Jason KC ding; - Senior Ct,ostnrutiun Project Manager Rderf Mkt fok 04 / 29 / 2023 Robert D. Atkinson, Jr., P.I-- - Prlctt a Areu Leader - DDi�s tki Services P.1151.009.1410 PSSMAltrso Pr 100 a 114'Pay RuTio WGhange Orders%QA 01 (1)'Graens PoAa - OA 01 j Dille / Data / Date Dale S34,690.00 SO.(^^)n0 �0.W S2,192,937.iO ($100,010.00) S3d,690.00 $2,127.617.50 Document Ref: GCRKB-WRZGQ-MMNLJ-PSUQJ EHRA No. C.726 Contract Qumitit- Adjustment District: Rock l'miric Manatmrncnt Dktrice No, 2 Project Name: Midtown Resm•a illIM ilsal Phase 109 and t12 Contract Por, [tent Quattiy. Revised min. 6c[rripl,inn ram.! .utacirrnr4ut,ljlw7:] S.ht(1 tluy Ujuslo,ent Qyatliil}: IX'atcr i)i±,ldlwrirm 26 42-Inch RCP Pipe tcilh Slnwtural Bedding and Backfill 1.11 (furnish and iimall, nnnplete• in place) 2R 36-Inch I tDP). Pipe with Stmcaaml Ikdding and Backlill LP (furni+h and install, tomplctc in place) 38 18-hlch I IDPE. Pipe nitlt 5tntctunl Ik-dding and Rickfdl Li' (furnish and install, complete in place) 51 'I'MICh Safety (enu,Pluc In Plxc) LF 52 Television Inspection of SU1rm Sewer Symern (li/(:ti LI' United -Technical Specification%) Original Contrlct Period: Extension To Date: Comrtct Period To Date: This Gxlenslon: New Contract Period-. Amended Completion Date: :RCCPIIl11IC1ti1L'II By: _ -- ENRA (I{11hI1tl-C4 Aaacptcd By: Amens Prairie hn-estors, Ltd. (Commemr) Approved 13y: Culirgo Station Downtown Rcsidenlfal, LLC (I ]c+•eklper) 10011 Mcaduwglen l<u,e 1-luustou, '1'9aas 77012 t-71.34A44500 f-713.784.4377 Date: 1pril I8, 202.i Project No.: 151410-14 No.: I'wn Unit Cos Dedurliull 26.1 56 320 S165.011 $i,$•1i3,1]Il 285 (1()) 275 S125J01 (51,2i0.tNl) 181 (2) 182 555.t111 1,916 56 1;972 51.5u 5ti•klNl 1.916 56 1,972 S3.50 til'16.IHI Suh-Tnr:als; ($1069,00) S9,52fl.U13 .lt'2:�37.SI1 (cakaauaa3.} Original Comract Amounts 150 Previous DeduecionsTo Date: (S100,010.00) 11 Previous Additions To Date, S•16,690.00 150 Net'l'mal Comr wi To Date: S2,139,617.50 I1 This Deductions (S1,360.00) I50 This Addition: S9,520.00 Final Contract Amount: S2,147,777.60 -Jati'tici 04 / 27 / 2023 _.. Jason Keeling - Seuinr Cmtstructiun Project Manager I Date R,,,(,, /(/, ikm 04 129 ! 2023 lin3aCn D, Alklu� ]15, )r., P,E, P vd% V Area LvAllcl • District Ser\ ices / flute I Date P.1161.060.141rPSld4lnan Ph 109 8 112'Pay Request Change Ordars'i0A 02 tay0wcns Peade - OA 02 Document Ref: GCRKB-WRZ6Q•MMNLJ-PSUQJ EHRA 'CRPP No. 11-726 Change Older Dislrlet: Rock pniric,Manaycnunt District Nlo. 2 Project Name: Midtown Reserve Subdi%kinn Phaee IM and 112 Contract For. ILUL hb, Descrit[7 inn (L[st ngnchmcnl4. ifmty) ulk� Qu�ndt) Unk Cost CO 1.1 4.5-lout x 4-hint Junction [lox (furm.h and uwall, I"A 2 $fi,1NN1,18t eamplety in Place) Reason: StOrttt layout was changed. Original Comrtct Period: Extension To Daic: Contract Period To Date: Phis Extension; New Contract Period: Amended Completion Date:, Reenmmcnded By: CHRA (Iinginvvc) Accepted By: Greens Pmiric lnccslors, Ltd. (Comrlctur) Approved By: College Station Downtown Residential, LLC (Mvcluper) 10011 Meadowglcn Lute Flnusmn, Tesac 77042 t-70.784-1500 f-713-784-1577 Dater a\pril 18, 2023 Project No,: I51.11611-[4 Change Order No.: One Deduction Addotdon SI'�sN1tH I Change Order Sub -Totals: $0.00 (nlenJ�rdapl Original Coulmcl Darold tit: ISu Previous Deductions To Date: 0 Precious Additions To Date: 151) Net Tine Coo(ract To Date: 1'It[s Deduction: 151) This; Addition: Revised Contract Antnunl: ,G vain 4. wY4� 04 / 27 / 2023 Jason Kecling - Seuior Construclion Projecl Manager R- " " - Iftm 04 129 / 2023 Rabe r I D. ,1 I kin -wit, J r., P, U. - I'm c l[ •e Area Lc adcr - D i t I rie t Services P.1151-068-t4lCPSWidlann Ph 109 & 112E°ay RequesRChange Ordcrs1C001 (2)1Greens Pra,no -CO 01 -for CoM rador Execution slz,000,00 r ($IIIII,11111.011 I $14,6911.00 $2,12 7,(17.50 $0.00 S I?,txlu,txl S2,13%617,50 ' DHtc Date / Date / Date Document Ref: GCRKB-WRZ6Q-MNiNLJ-PSUQJ