HomeMy WebLinkAbout07/30/2015 - Special Minutes - Rock Prairie Management District No. 2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
MINUTES OF ORGANIZATIONAL MEETING
OF BOARD OF DIRECTORS
July 30,2015
The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the
"District") met in special session, open to the public on July 30, 2015, at 4200 Rock Prairie
Road, 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
Hays Glover
Kamal Ariss
Jeffrey W. Brown
Randall G. Rother
and all of said persons were present, thus constituting a quorum.
Also present were James Murr of College Station Town Center, L.P. ("CSTC"); and
Howard Cohen and Christina Cole of Schwartz, Page &Harding, L.L.P. ("SPH"). Uri Geva was
selected as temporary chairman of the meeting and declared same open for such business as
might properly come before the Board.
APPROVAL OF BONDS, STATEMENTS OF APPOINTED OFFICER, AFFIDAVITS
OF CURRENT DIRECTOR AND OATHS OF OFFICE
Mr. Cohen advised the Board that at the July 9,2015,City Council meeting of the City of
College Station, Texas (the "City"), the City appointed Uri Geva, Hays Glover, Kamal Ariss,
Jeffrey W. Brown and Randall G. Rother as directors of the District.
In connection with the foregoing, the Board considered the acceptance of Statements of
Appointed Officer, Bonds and Oaths of Office of Uri Geva, Hays Glover, Kamal Ariss, Jeffrey
W. Brown and Randall G. Rother. Each Director in attendance at the meeting executed his
Statement of Appointed Officer, took his Oath of Office and presented his Official Bond to the
Board, and the Board found said Bonds to be in proper form and amount and executed by a
qualified surety company. After discussion, it was moved by Director Geva, seconded by
Director Glover and unanimously carried that the Board approve said Bonds, accept said Oaths
and Statements of Appointed Officer and declare Uri Geva, Hays Glover, Kamal Ariss, Jeffrey
W. Brown and Randall G. Rother to be duly appointed and qualified Directors of the District.
ELECTION NOT TO DISCLOSE CERTAIN INFORMATION
Mr. Cohen advised the Board that each Director may elect to instruct the District to
withhold public access to information in the custody of the District relating to his home address,
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home telephone number, social security number, emergency contact information, and
information indicative of whether he has family members pursuant to Section 552.024 of the
Texas Government Code. He noted that such election must be made not later than the fourteenth
day after the Director's appointment or election. After discussion, each Director elected not to
disclose such information pursuant to §552.024 of the Texas Government Code.
ORGANIZATION OF BOARD OF DIRECTORS AND ELECTION OF OFFICERS
The temporary chairman stated that the next business to come before the meeting was the
organization of the Board of Directors by selecting a President, Vice President, Assistant Vice
President, Secretary and Assistant Secretary,as provided by law.
The temporary chairman called for nominations for President. Director Geva was
nominated for that office, and there being no further nominations for President, the nominations
were closed. The temporary chairman called for a vote, and upon motion made by Director
Rother, seconded by Director Geva and unanimously carried, Director Geva was elected
President of the Board of Directors of the District.
The President called for nominations for Vice President, whereupon Director Glover was
nominated for that office. There being no further nominations for Vice President, the
nominations were closed. The President called for a vote, and upon motion duly made by
Director Rother, seconded by Director Geva and unanimously carried, Director Glover was
elected Vice President of the Board of Directors of the District.
The President called for nominations for Assistant Vice President, whereupon Director
Ariss was nominated for that office. There being no further nominations for Assistant Vice
President, the nominations were closed, The President called for a vote, and upon motion duly
made by Director Rother, seconded by Director Geva and unanimously carried, Director Ariss
was elected Assistant Vice President.
The President called for nominations for Secretary, who also serves as Treasurer and
Records Management Officer for the District,whereupon Director Brown was nominated for that
office. There being no further nominations for Secretary, the nominations were closed, The
President called for a vote, and upon motion duly made by Director Rother, seconded by
Director Geva and unanimously carried,Director Brown was elected Secretary and authorized to
sign the minutes of this meeting.
The President called for nominations for Assistant Secretary, whereupon Director Rother
was nominated for that office. There being no further nominations for Assistant Secretary, the
nominations were closed. The President called for a vote, and upon motion duly made by
Director Rother, seconded by Director Geva and unanimously carried, Director Rother was
elected Assistant Secretary.
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GOVERNMENTAL TRAINING REQUIREMENTS
Mr. Cohen discussed with the Board the training requirements for public officials in
Texas. He advised that public officials, including directors of a municipal management district,
must complete separate training courses regarding the Texas Open Meetings Act ("OMA") and
the Texas Public Information Act ("PIA"). Mr. Cohen presented each of the Directors in
attendance with a Memorandum prepared by SPH which summarizes the training requirements.
He advised that the deadline for public officials to complete their training is the 90th day after
they either take their oath of office or otherwise assume their responsibilities as a public official.
Mr. Cohen noted that the Texas Attorney General has prepared a DVD which satisfies the
training requirements for both the OMA and PIA, and a copy of the DVD was provided to each
of the Directors in attendance. Mr. Cohen further noted that it is the responsibility of each
Director to ensure that they complete their training by the deadline.
CONFLICTS DISCLOSURE STATEMENT REPORTING REQUIREMENTS
Mr. Cohen next discussed with the Board the conflicts disclosure statement reporting
requirements for officers of certain local governmental entities, including municipal management
district directors, pursuant to Chapter 176 of the Local Government Code. Mr. Cohen presented
each Director with a Memorandum prepared by SPH which summarizes the conflicts disclosure
requirements.
ADOPTION OF DISTRICT'S OFFICIAL SEAL
There was next presented to the Board a proposed seal for the District and an impression
thereof, same being circular in shape with the name of the District around a five-pointed star. It
was moved by Director Brown, seconded by Director Rother and unanimously carried that said
seal be adopted, that said impression thereof be attached to and made a part of these minutes,and
that the Secretary be authorized to affix said seal to all instruments of the District requiring a
seal. An impression of the District's seal is attached hereto as Exhibit A.
ESTABLISHMENT OF OFFICE AND REGULAR MEETING PLACE OUTSIDE THE
BOUNDARIES OF THE DISTRICT
The Board considered the establishment of an office and regular meeting place of the
Board of Directors outside the boundaries of the District. The Directors agreed that 1300 Post
Oak Boulevard, Suite 1400, Houston, Harris County, Texas 77056 would be an appropriate
location to establish as an office for the District and 809 University Drive East, Suite IOTA,
College Station, Brazos County, Texas 77840 would be a convenient location to establish a
regular meeting place to conduct business not required to be transacted within the District. After
consideration of the matter, it was moved by Director Brown, seconded by Director Ariss and
unanimously carried, that 1300 Post Oak Boulevard, Suite 1400, Houston, Harris County, Texas
77056 be established as an office outside the boundaries of the District. It was also moved by
Director Rother, seconded by Director Arris and unanimously carried, that (i) 809 University
Drive East, Suite 101A, College Station, Brazos County, Texas 77840 be established as a regular
meeting place outside the Boundaries of the District, and (ii) the Order attached hereto as
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Exhibit B in connection therewith be adopted by the Board. The Secretary was directed to
execute and attorney to publish notice of designation of such office and meeting place outside
the boundaries of the District and to file true copies of the Board's order establishing said office
and meeting place with the Texas Commission on Environmental Quality("TCEQ").
DESIGNATION OF LOCATION FOR POSTING NOTICES OF MEETINGS
The Board next considered the designation of a location in the District for posting notices
of its meetings. In that regard, Mr. Cohen advised that if the District does not have a meeting
place within the District or regularly meets outside the District, the District shall post notices of
meetings within the.District at a designated location and that such location must be designated by
Resolution of the Board. After discussion of the matter, Director Geva moved that (i) the
Resolution Designating Location in District for Posting Notices of Meetings at 4200 Rock
Prairie Road, College Station, Brazos County, Texas 77845, attached hereto as Exhibit C, be
approved, and (ii) the President be authorized to execute the Resolution and the Secretary to
attest same on behalf of the Board and the District. Said motion was seconded by Director
Glover and carried by unanimous vote.
RATIFY ACTIONS AND PAYMENTS
It was called to the attention of the Board that various out-of-pocket expenses had been
incurred and actions had been taken for and on behalf of the District in connection with its
creation and organization. The Board deferred consideration of such out-of-pocket expenses and
actions taken for and on behalf of the District until its next meeting.
ENGAGEMENT OF ATTORNEY
There was presented and fully considered a proposed Agreement for Legal Services
("SPH Agreement")dated July 30, 2015, between the District and SPH, attorneys-at-law, for the
performance of legal services for the District, including those necessary to obtain the approvals
of the District's bonds by the TCEQ and by the Attorney General of Texas and their registration
by the Comptroller. Mr. Cohen reviewed the provisions of the SPH Agreement with the Board.
After consideration of said agreement, it was moved by Director Geva, seconded by Director
Ariss and unanimously carried, that the SPH Agreement be entered into by the District and that
the President and other present directors be authorized to execute said SPH Agreement in
duplicate originals on behalf of the Board and the District.
Mr. Cohen further advised that, in addition to the legal services as bond counsel, and if
requested by the Board, SPH would assist in calling meetings of the Board of Directors and in
the preparation of minutes of the meetings and orders and resolutions for adoption by the Board,
and would maintain certain files and records for the District. Mr. Cohen stated that SPH would
represent the District, when authorized by the Board, in contract negotiation and preparation,
application for permits, and other legal services which the District may require from time to time
(including any such services heretofore performed by SPH with the authorization of the Board).
Mr. Cohen advised that these additional fees would be determined by the amount of time
consumed in providing the service, the level of experience and ability of the attorney performing
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the service, and the difficulty and complexity of the task involved. He stated that the District
would be invoiced for such work on an hourly basis at rates consistent with the experience of the
lawyer rendering the services and the rates charged similar districts for similar services. Mr.
Cohen further stated that any services performed by non-lawyer legal assistants would be billed
at an hourly rate consistent with the rates charged similar districts for similar services. In
addition,Mr. Cohen stated that the District would be responsible for the reimbursement of actual
out-of-pocket expenses, such as printing and reproduction of documents, secretarial overtime,
travel, telephone, telegraph, telex, and similar expenses, and all items paid for by SPH on behalf
of the District. He stated that all of such expenses would be reasonable and subject to the
approval of the Board. After discussion concerning the above mentioned legal services and
related fees and charges, as outlined above, Director Geva moved that SPH be retained by the
District to perform said services on behalf of the Board and District and that the fees and charges
as outlined above be approved and accepted by the Board and District. Director Ariss seconded
said motion which carried unanimously.
ENGAGEMENT OF ENGINEER AND BOOKKEEPER
The Board deferred consideration of the engagement of an engineer and bookkeeper for
the District.
DESIGNATION OF DEPOSITORY BANK
The Board deferred consideration of the selection of a depository bank for the District.
AUTHORIZE PURCHASE AND INSTALLATION OF DISTRICT NAME SIGNS
Mr. Cohen next advised the Board that the District is required by law to install District
name signs at two principal entrances to the District. It was moved by Director Rother, seconded
by Director Geva, and unanimously carried that the Board authorize the purchase and installation
of such signs at two principal entrances to the District.
NOTICES OF PUBLIC MEETINGS
Mr. Cohen next informed the Board that all meetings of the Board must be open to the
public and that notice of such meetings, including a description of the matters to be considered
by the Board, must be posted at the Brazos County Courthouse and at a place within the District
72 hours in advance of the meeting time, unless an emergency does not permit such notice to be
given and, as required by the City, at City Hall and on the City's website. Mr. Cohen stated that,
with the Board's authorization, SPH would attend to the posting of such notice. After discussion
on the matter, Director Geva moved that the Board authorize its attorneys to prepare and arrange
for posting of notices of the Board's meetings in compliance with applicable law and to authorize
any attorney of such firm to sign notices of meetings of the Board, which notices shall have the
same effect as notices given by any officer of the Board. Director Ariss seconded said motion,
which carried unanimously.
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ACCEPTANCE OF INSURANCE PROPOSALS
The Board next considered the District's insurance coverages. In that regard, Mr. Cohen
distributed to the Board insurance proposals submitted by SIG/McDonald & Wessendorff
Insurance ("SIG/McDonald") for general liability, directors and officers liability and a directors'
position schedule bond. After discussion of the matter, Director Geva moved that the proposals
of SIG/McDonald be accepted by the Board. Director Ariss seconded said motion, which carried
unanimously.
ADOPTION OF RESOLUTION PROVIDING FOR INDEMNIFICATION OF
DIRECTORS AND OFFICERS
The Board considered the adoption of a Resolution Providing for Indemnification of
Directors and Officers. Mr. Cohen presented to and reviewed with the Board the Resolution
which provides that, in consideration and in partial compensation for the public benefits which
are to be derived from the services rendered or to be rendered by the directors and officers, the
District shall, to the greatest extent permitted by the laws of the State of Texas, but subject to
certain limitations, provide financial reimbursement for, and indemnification against, all costs,
losses and expenses which may be incurred by such directors and officers in connection with
their service to the District. After discussion, on motion made by Director Geva and seconded
by Director Rother, the Board voted unanimously to adopt the Resolution Providing for
Indemnification of Directors and Officers attached hereto as Exhibit D.
DIRECTOR FEES OF OFFICE
The Board next considered payment of necessary expenses incurred in carrying out the
duties and responsibilities as Directors of the District, Mr. Cohen advised the Board that
pursuant to the provisions of Chapter 375, Local Government Code, the District will reimburse
qualified out-of-pocket expenses. After discussion on the matter, Director Geva moved that the
Resolution Authorizing Reimbursement of Necessary Expenses attached hereto as Exhibit E be
adopted. Director Rother seconded said motion, which carried by unanimous vote.
DEVELOPER'S REPORT
The Board next considered the developer's report. Mr. Murr advised the Board that he
had no additional updates to report at this time.
EXCLUSION
The Board next considered the exclusion of land from the boundaries of the District. Mr.
Cohen presented to the Board a metes & bounds description of approximately 1,013.18 acres of
land to be excluded from the boundaries of the District. Mr. Cohen advised the Board that, as
required by the City, CSTC had provided notice to landowners within the boundaries of the
District, informing said landowners of the creation of the District and CSTC's intent to activate
the District, and allowing said landowners to exclude its respective property from the boundaries
of the District. Mr. Cohen further advised the Board that, based on information provided by
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CSTC, the 1,013.18 acres of land proposed for exclusion represents the land owned by
landowners who did not elect to have their respective property within the boundaries of the
District. In connection therewith, Mr. Cohen presented to the Board an Order Calling Exclusion
Hearing, attached hereto as Exhibit F. After discussion, Director Glover moved that (i) an
exclusion hearing be called for Tuesday, August 18, 2015, at 3:00 p.m., (ii) the Order Calling
Exclusion Hearing be approved and adopted, and (iii) SPH be authorized to publish a Notice of
Hearing with The Eagle newspaper. Director Ariss seconded said motion, which unanimously
carried.
PAY BILLS
Mr. Cohen advised the Board that additional out-of-pocket expenses have been forward
to Mr. Murr for payment, which will be included in the detailed payment ledger to be presented
to the Board next month.
FUTURE AGENDA ITEMS
The Board considered items for placement on future agendas. In connection therewith,
Mr. Cohen advised the Board that the Board will need to consider a Bond Authorization Report
relative to the proposed Bond and Maintenance Tax Election at the August 18, 2015, Board
meeting.
ADJOURNMENT
There being no further business to come before the Board, on motion made by Director
Brown, seconded by Director Ariss,and unanimously carried, the meeting was adjourned.
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LIST OF ATTACHMENTS
Exhibit A Impression of District's Official Seal
Exhibit B Order Establishing Office and Regular Meeting Place Outside the Boundaries of
the District
Exhibit C Resolution Designating Location in District for Posting Notices of Meetings
Exhibit D Resolution Providing for Indemnification of Directors and Officers
Exhibit E Resolution Authorizing Reimbursement of Necessary Expenses
Exhibit F Order Calling Exclusion Hearing
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EXHIBIT A
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EXHIBIT B
ROCK PRAIRIE MANAGEMENT DISTRICT NO, 2
ORDER ESTABLISHING OFFICE AND MEETING PLACE
OF BOARD OF DIRECTORS OUTSIDE THE DISTRICT
The Board of Directors of the captioned District met at a meeting of said Board held on
July 30, 2015, in accordance with the duly posted notice of meeting, and the roll was called of
the duly constituted officers and members of said Board as follows:
Uri Geva, President
Hays Glover, Vice-President
Karnali Ariss, Assistant Vice-President
Jeffrey W. Brown, Secretary
Randall G. Rother,Assistant Secretary
and all of said persons were present,thus constituting a quorum when the following business was
transacted.
It was moved by Director Rother, seconded by Director Ariss and unanimously carried
that there be established the regular meeting place for the Board of Directors of Rock Prairie
Management District No. 2 at 809 University Drive East, Suite 101A, College Station, Texas
77840, which is located outside the boundaries of said District.
It was also moved by Director Rother, seconded by Director Ariss and unanimously
carried that the office of Rock Prairie Management District No, 2 be located at 1300 Post Oak
Boulevard, Suite 1400, Houston, Texas 77056, which is located outside the boundaries of said
District.
The mailing address of the District shall be do Schwartz, Page & Harding, L.L.P., 1300
Post Oak Boulevard, Suite 1400, Houston, Texas 77056.
The aforesaid office and meeting place of the Board of Directors are each hereby
declared to be a public place, and all residents and taxpayers of the District, and all other
members of the public, are hereby invited to attend all meetings of the Board.
Notice of the establishment of said office and meeting place outside the District shall be
given as provided by law.
The President is authorized to execute and the Secretary to attest this Order on behalf of
the Board and District.
Passed, ordered and adopted, this 30th day of July, 2015.
President
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ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
NOTICE OF DESIGNATION OF OFFICE AND MEETING
PLACE OF BOARD OF DIRECTORS OUTSIDE THE DISTRICT
TO THE RESIDENTS AND TAXPAYERS OF ROCK PRAIRIE MANAGEMENT DISTRICT
NO. 2 AND TO ALL OTHER INTERESTED PERSONS:
Notice is hereby given that the Board of Directors of Rock Prairie Management District
No. 2 (hereinafter called "District"), at a meeting of said Board held on July 30, 2015,
established a regular meeting place of said Board outside the boundaries of the District at 809
University Drive East, Suite 101A, College Station, Texas 77840 and an office of the District
outside the boundaries of the District at 1300 Post Oak Boulevard, Suite 1400, Houston, Texas
77056.
All residents and taxpayers of the District and all other interested persons are invited to
attend all meetings of the Board of Directors, including those at said location.
The mailing address for correspondence directed to the District is 1300 Post Oak
Boulevard, Suite 1400,Houston, Texas 77056.
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EXHIBIT C
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
RESOLUTION DESIGNATING LOCATION IN DISTRICT FOR
POSTING NOTICES OF MEETINGS
WHEREAS, in accordance with the provisions of V.T.C.A., Water Code §49.063 and
Chapter 551, Texas Government Code, the Board of Directors of Rock Prairie Management
District No. 2 (the "District") has been required to post notices of meetings of the Board of
Directors within the District,at the administrative office of the District, and at the Brazos County
courthouse; and
WHEREAS, pursuant to the terms of V.T.C.A., Water Code § 49.063, as amended,
notices of meetings of the Board of Directors shall be given as set forth in the open meeting law,
Chapter 551, Texas Government Code, except that if the District does not have a meeting place
within the District, the District shall post notices of its meetings at a public place within the
District specified by the Board of Directors in a written resolution, and said public place is to be
a bulletin board or other place within the District which is reasonably available to the public;and
WHEREAS,the District does not have a meeting place within the District;and
WHEREAS, the Board of Directors of the District now desires to adopt this Resolution
designating a location in the District for posting notices of its meetings;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Rock Prairie
Management District No. 2 that notices of meetings of the Board of Directors of the District shall
be posted at 4200 Rock Prairie Road, College Station, Texas 77845 within the District, which
location is reasonably available to the public; and
BE IT FURTHER RESOLVED that such notices shall be posted at said location for
meetings held after the date of this Resolution until such time as this Resolution is amended or
revoked by action of the Board of Directors or by operation of law.
PASSED AND ADOPTED ON THIS 30th day of July, 2015.
ROCK PRAIRIE MANAGEMENT
DISTRICT NO. 2
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EXHIBIT D
RESOLUTION PROVIDING
FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS
WHEREAS, the Board of Directors of Rock Prairie Management District No. 2 (the
"District") has found and determined and hereby declares that, except in those instances
specifically described hereinafter,it is in the best interests of the District and the public:
i. to encourage, facilitate and promote public participation in the activities of
and membership on the Board of Directors;
to promote full and complete discussion, exchanges of information and
ideas and investigations of facts and data, without reservations due to
potential claims or litigation which may result therefrom; and,therefore,
iii. to protect the past, present and future officers and members of the Board
of Directors and the principal administrative officers of the District from
potential losses or expenses attributable to legal or administrative
proceedings which may be filed or threatened against one or more
members of the Board of Directors of the District, or the officers of the
Board of Directors of the District, or the principal administrative officers
of the District, who are, have been, or will be serving in good faith within
the course and scope of their official duties;
THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2 THAT:
1. For purposes of this Resolution, the term "director" or "officer" shall mean,
include and apply to all past,present and future acts and/or conduct of all past, present and future
members of the Board of Directors of the District or officers of the Board of Directors of the
District.
2. Based upon the foregoing, and in consideration and in partial compensation for
the public benefits which have been, are being and will be derived from the services rendered or
to be rendered by such directors and officers, the District shall, to the greatest extent permitted
by the laws of the State of Texas, but subject to the limitations set forth below, provide financial
reimbursement for, and indemnification against, all costs, losses and expenses which may be
incurred by such directors and officers as follows:
i. Promptly after receiving written notice from a director or officer of
pending or threatened legal or administrative proceedings, the
applicability of this Resolution and a request for the provision of legal
defenses, reimbursement and/or indemnification hereunder, the District
shall select, employ and compensate legal counsel to defend such directors
and officers against whom a lawsuit or similar civil or administrative
proceeding has been brought or threatened and which arises or is alleged
to have arisen directly or indirectly out of an act or conduct committed in
the course and scope of the discharge of the duties of such directors or
officers, whether or not such claims or proceedings are brought or
threatened against such director or officer personally or in his or her
capacity as such director or officer;provided however, that in instances of
proceedings brought or threatened against a director or officer personally,
such notice and request must be furnished to the District promptly, and in
no event more than thirty(30) days, after notice of same is obtained by the
director or officer.
ii. To the greatest extent now or hereafter permitted under the laws of the
State of Texas, directors and officers shall also be reimbursed for and
indemnified and held harmless by the District from and against any final
monetary award, judgment or decision rendered against such director or
officer, either personally or in his of her capacity as a director or officer, in
or resulting from any proceeding of which the District had timely notice
and opportunity to provide a legal defense, as hereinabove set forth, or any
settlement award, agreement, judgment or decision concluded with the
consent and approval of the District, so long as the act or conduct giving
rise to such judgment was committed in the good faith discharge of the
duties of such director or officer of the District.
3. Notwithstanding the foregoing provisions, this Resolution shall not apply with
respect to any proceeding involving a claim or cause of action asserted by the District against
any such director or officer, or by any such officer or director against the District, or in any other
instance where, by unanimous vote of the unaffected members of the then current Board of
Directors,it is found and determined, in good faith,that:
i. The acts or conduct of such director or officer complained of was wholly
outside of or beyond the scope of the authority or legal power of such
director or officer; or
ii. The provision of such defense, reimbursement and/or indemnification
cannot be said to be in the best interests of the District, directly or
indirectly, and the public interest is clearly not at stake;
provided, however, that in the event that the number of unaffected members of the Board of
Directors shall, at the time of any such determination, be less than three (3), then such
determination shall be referred to and made by independent legal counsel selected by a majority
vote of all of the members of the Board of Directors and employed and compensated by and in
the name of the District.
4. Notwithstanding any other part or provision herein to the contrary, the terms and
provisions hereof shall not apply in any instance or circumstance where:
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i, one or more policies of liability insurance, having a combined single limit
of not less than $500,000 per occurrence, provides coverage against the
acts or conduct forming the basis of such complaint; and
ii. the carrier or carriers of such policies have timely assumed the defense of
such proceedings and affirmed such insurance coverage;
or in any instance or circumstance where:
iii. the terms, provisions, effectiveness or existence of this Resolution would
have the legal effect of canceling, subordinating, limiting or preventing
coverage otherwise provided by one or more policies of liability
insurance.
In the circumstances described in this paragraph, directors and officers shall not be provided
legal defenses, reimbursement or indemnification hereunder, including awards,judgments, costs
or expenses in excess of policy limits, and shall look solely to such policy or policies of
insurance for same;provided, however, that nothing herein shall limit or restrict the right of each
director and officer to personal legal representation of his or her own choosing at his or her own
expense.
5. This Resolution shall be for the sole and exclusive benefit of the District and the
directors and officers thereof and shall not be deemed or construed to have the effect of creating
in or conferring upon any person, insurer or other entity, other than the District and/or a director
or officer any right, claim, cause of action, duty, privilege or other benefit or obligation.
6. This Resolution shall be and remain in full force and effect from and after its
effective date and shall be deemed to be made and adopted in consideration of and in partial
compensation for the services rendered by directors and officers of the District. Accordingly,
any repeal, revocation, rescission, amendment, alteration or revision of this Resolution, in whole
or in part, which adversely affects the rights, privileges or immunities afforded hereby to a
director or officer shall operate prospectively only and shall not have the effect of impairing or
limiting any such rights,privileges or immunities previously accrued or to accrue hereunder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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PASSED AND ADOPTED this the 30th day of July, 2015.
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EXHIBIT E
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
RESOLUTION AUTHORIZING REIMBURSEMENT FOR NECESSARY EXPENSES
WHEREAS, in accordance with the provisions of Section 375.070, Texas Local
Government Code, as amended (the "Act"), Directors of Rock Prairie Management District No. 2
(the "District") are entitled to receive reimbursement for necessary expenses incurred in carrying
out the duties and responsibilities of a Director; and
WHEREAS, the Board of Directors of the District now desires to adopt this Resolution
authorizing payment of the expenses as authorized under the Act;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Rock Prairie
Management District No. 2 that Directors of the District shall receive reimbursement for
necessary expenses incurred in carrying out the duties and responsibilities of a Director of the
District;and
BE IT FURTHER RESOLVED that such expenses shall be paid for services performed
on and after the date of this Resolution until such time as this Resolution is amended or revoked
by action of the Board of Directors or by operation of law.
PASSED AND ADOPTED ON THIS 30th day of July, 2015.
ROCK PRAIRIE MANAGEMENT DISTRICT
NO. 2
ATTEST:
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Secret9y President
Board of Directors Board of Directors
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ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
Order Calling Exclusion Hearing
The Board of Directors of Rock Prairie Management District No. 2 held a meeting on
July 30, 2015, in accordance with the duly posted notice of meeting, and the roll was called of
the duly constituted officers and members of said Board, as follows:
Uri Geva, President
Hays Glover, Vice-President
Kamal Ariss, Assistant Vice-President
Jeffrey W. Brown, Secretary
Randall Rother, Assistant Secretary
and all of said persons were present, thus constituting a quorum, when the following business
was transacted:
Director Glover introduced the Order set out below and moved its adoption, which
motion was seconded by Director Ariss and unanimously carried, with Directors Geva, Glover,
Ariss, Brown and Rother voting "aye", and no one voting "no". The Order thus adopted is as
follows:
WHEREAS, the Board of Directors (the "Board") of Rock Prairie Management District
No. 2 (the "District"), has heretofore met and duly organized and has determined to consider the
exclusion of certain lands from the District;and
WHEREAS, the Board has not heretofore ordered an election for the authorization of
bonds payable in whole or in part from taxes; and
WHEREAS, the Board deems it proper and advisable to call and hold a hearing at the
earliest lawful time on the question of the exclusion from the District of the lands or other
properties described by metes and bounds in Exhibit "A" attached hereto and made a part hereof
for all purposes;Now, Therefore,
BE IT ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2 THAT:
Section 1: A hearing shall be held before the Board on the 18th day of August, 2015, at
3:00 p.m., at the District's designated meeting place at 809 University Drive East, Suite 101A,
College Station, Texas 77840, on the question of the exclusion of lands from the District,
including the lands described in Exhibit "A" hereto, and to receive and consider petitions for the
exclusion of any other lands or properties from the District. All interested property owners shall
have the right to present petitions for the exclusion of lands or other properties from the District
and to offer evidence in support thereof, or to contest any exclusion, including the proposed
exclusion, and to offer evidence in support of such contest. All petitions for the exclusion of
land must accurately describe by metes and bounds or lot and block number the land to be
excluded, and all petitions for the exclusion of other property shall describe such property for
identification. All such petitions shall be filed with the Secretary of the Board of Directors of the
District at least seven (7) days before the hearing described above and shall state clearly the
particular grounds on which the exclusion is sought. Only the stated grounds shall be
considered.
Section 2: The Secretary of the Board is hereby authorized and directed to cause notice
of such hearing to be published in accordance with law and to do any and all things necessary
and proper in connection therewith.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-2-
In Witness Whereof, the President and Secretary of the District have executed and
attested, respectively,this Order on July 30,2015.
ROCK PRAIRIE MANAGEMENT
DISTRICT NO. 2
ATTEST:
.01 1 By:
Secret.r President
Board b-f Directors Board of Directors
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EXHIBIT "A"
Joe Orr, Inc.
A BASELINE CORPORATION CO.
Post Office Box 11979
College Station,TX 77842-1979
(979)693-2777
TBFLS Firm no. 100544-00
Municipal Management District Two
Non-Participating Tracts— 1031.18 acres
College Station,Texas
July 2015
All that certain tract or parcel of land lying and being situated in the Thomas Caruthers league
(abstract no. 9)and Robert Stevenson league(abstract no. 54)in College Station,Brazos County,
Texas, generally being the undeveloped area between State Highway no. 6 and Rock Prairie Road
East,from Medical Avenue to William D. Fitch Parkway, including the adjoining right-of-way of
Rock Prairie Road East,save and except several subdivisions and privately-owned tracts, and the
boundary being more particularly described as follows:
Begitming at the southeast corner of Lot 1, Rock Prairie Baptist Church subdivision (vol. 7312,
pg. 207),from where City of College Station GPS control monument no. 9 bears S 88° 50' 15"E
—2550.7 feet.
Thence N 20°22' 54"W—600.82 feet along the common boundary of the said Lot 1 and the
Goen 13.95 acre tract (vol. 10424,pg.40)to its intersection with the proposed south right-of-way
line of Rock Prairie Road East(115 ft, width);
Thence along the said south right-of-way lines of Rock Prairie Road East(57.5 feet south of the
surveyed centerline)as follows:
N 82° 02' 02"W —609.40 feet and N 84°23' 02"W—543.10 feet,
to a right-of-way offset corner;
Thence S 0° 42' 23"E— 1,51 feet to another right-of-way offset corner in the south right-of-way
line of Rock Prairie Road East(118 ft. width);
Thence along the said south right-of-way lines of Rock Prairie Road East(59.0 feet south of the
surveyed centerline)as follows:
N 84°23' 02"W —70.75 feet,N 85°02' 05"W— 1226.41 feet and N 86°27' 34"W—
1756.74 feet to the east line of Block 7 of the Scott&White Healthcare Subdivision(vol.
10179, pg. 50),
Thence N 2 °42' 34"W— 118.71 feet along an extension of the said east boundary line of
Block 7, to a point in the north right-of-way line of Rock Prairie Road East;
Thence along the north right-of-way lines of Rock Prairie Road East(59.0 feet north of the
surveyed centerline) as follows:
MMD2 Non•Patticipating Tracts Page 1 of 5
S 86° 27' 34"E— 1771.13 feet, S 85°02' 05" E— 1228.54 feet and S 84° 23' 02"E— 10.29
feet to a right-of-way offset point in the common line of the Dale and Reba Conrad 26.25
acre tract(vol. 460,pg. 505) and the Flying Ace Ranch, Ltd. 26.245 acre tract(vol. 3767,
pg. 237);
Thence S 24°22' 52"W— 1.58 feet along said common tract line to another offset point in the
north right-of-way line of Rock Prairie Road East;
Thence along the north right-of-way lines of Rock Prairie Road East (57.5 feet north of the
surveyed centerline)as follows:
S 84° 23' 02"E—606.93 feet,S 82° 02' 02"E— 1453.40 feet, S 77° 01' 02" E— 1052.59
feet, S 76° 28' 02"E—2876.58 feet, S 69° 53' 32"E -2812.30 feet to the beginning of a
tangent curve to the right with a radius of 1057.50 feet, along said curve through a central
angle of 11° 43' 34"to a point in the old northeast prescriptive right-of-way fenceline, and
S 69° 17' 50"E--269.35 feet along said fenceline to the southeast line of the Hartzell Elkins
35.37 acre tract(vol. 1920,pg. 323) and northwest line of William D. Fitch Parkway;
Thence across Rock Prairie Road East as follows:
S 42°32' 30"W—32.00 feet to the south corner of said Elkins tract, called to be in the
centerline of the road, S 19°52'04" W--36.01 feet to the east corner of the CSISD
Transportation Center Subdivision(vol. 11471,pg. 279) at the old right-of-way fence corner
post, and S 41° 51' 48"W— 170.08 feet along the southeast line of said CSISD subdivision
and northwest line of Fitch Parkway to its intersection with the south right-of-way chamfer
of Rock Prairie Road East,being a corner of Lot 1,Block 1 of said CSISD subdivision;
Thence along the south right-of-way lines of Rock Prairie Road East, also being the north lines of
said Lot 1,as follows:
N 5° 38' 11" W—67.56 feet,N 53° 08' 10"W -- 112.88 feet to the beginning of a tangent
curve to the left with a radius of 942.50 feet, along said curve through a central angle of
16°45'22"to the point of tangency, and N 69° 53' 32"W—551.37 feet to the most
northerly corner of said Lot 1,in the southeast line of the Brazos Valley Solid Waste
Management Agency, Inc. 76.00 acre Tract II (vol. 9857, pg. 186);
Thence S 41°51' 48"W— 1842.68 feet, along the common tract line of said Lot l and said Tract
II, to a corner in a northeast line of the B.V,S.W.M.A. 179.99 acre Tract I;
Thence S 48° 05' 47"E—941.57 feet, along the common line of said Tract I and the CSISD
subdivision to a corner in the northwest right-of-way of William D. Fitch Parkway;
Thence S 41° 51' 48"W— 1425.30 feet, along said northwest right-of-way line, to the south
corner of the said B.V.S.W.M.A. Tract I;
Thence S 41°51' 48"W— 1066.80 feet, continuing along said northwest right-of-way line of
William D. Fitch Parkway,to the east common corner of the City of College Station 140.29 acre
Tract One(vol. 3900,pg. 188) and Spring Meadows Phase I (vol. 5106, pg.284);
MMD2 Non-Participating Tracts Page 2 of 5
Thence along the southern boundaries of multiple City of College Station tracts(vol. 3900, pgs.
188&223,vol. 5056,pg. 43) as follows:
N 73° 00' 00"W-496.40 feet, S 51° 00' 00"W- 175.05 feet, N 76° 00' 00"W-200.00
feet, S 41° 51' 44"W-51.88 feet, N 70°46' 00"W- 157.10 feet, S 41° 51' 44"W-
262.67 feet, N 82° 55' 43"W-700.87 feet, S 41° 52' 26"W-650.00,N 48° 08' 02"W-
412.47 feet, S 66°47' 54"W- 827.57 feet,N 47°45' 25"W- 129.90 feet, S 28° 59' 29" W
-2.01 feet, S 41°48' 43"W-336.13 feet, S 48°45'08"E-440.00 feet and S 53°00'00"
W- 1304.90 feet to the northeast right-of-way line of State Highway no. 6;
Thence along the northeast right-of-way lines of said highway as follows:
N 49° 25' 00"W-438.00 feet,N 55° 07' 38"W-201.00 feet,N 49°25' 00" W-751.78
feet to the west corner of the City of College Station 36.9 acre tract(vol. 4329,pg. 134),and
N 49°25' 00"W- 1025.93 feet to the south corner of Barron Park Subdivision(vol. 939,
pg. 209);
Thence along the southeast, northeast and northwest lines of Lots 1 and 2 of said Barron Park
Subdivision as follows:
N 41°09' 46"E- 1353.16 feet,N 49° 12' 46"W-88.68 feet to the south corner of the City
of College Station 100.64 acre tract(vol. 6927, pg. 226), N 54°07' 24"W--291.11 feet,N
64° 27' 21" W- 117.03 feet,N 54° 53' 54"W-24.95 feet,N 53° 19' 32" W- 113.87 feet,
N 49° 26' 59"W- 190.11 feet and S 41° 09' 38"W- 1286.04 feet to the common corner of
said Lot 2 and Lot 3 in the northeast right-of-way line of State Highway no. 6;
Thence along the said northeast right-of-way lines of said highway as follows:
N 47°46' 18"W-537.86 feet to the southwest common corner of Lot 3 of said Barron Park
Subdivision and that City of College Station 46.60 acre tract(vol. 3310,.pg. 321),N 47°46'
48"W-65.34 feet,N 55°07' 37"W-201.00 feet,N 49°25' 00"W-600.00 feet and
N 44°08' 33"W- 147.79 feet to the southwest common corner of said 46.60 acre tract and
the Barker Subdivision(vol. 5101,pg. 182);
Thence N 38°51' 07"E-279.95 feet along the southeast line of said Barker Subdivision to its
east corner;
Thence N 47°42' 16"W- 1053.70 feet along the northeast line of said Barker Subdivision and
continuing along the northeast line of Cooper's Subdivision(vol. 4708, pg. 230) to its north
corner,also being the east corner of the Harley Subdivision(vol. 3961,pg. 236) and the south
corner of the HD-CS Properties, LLC 2.77 acre Tract One(vol. 12046,pg. 74);
Thence along the south, east and north lines of said HD-CS Properties tract as follows:
N 42° 17' 04" E- 175.00 feet, N 47°42' 56" W-638.83 feet and S 72° 19' 02"W-
202.14 feet to the northeast line of said Harley Subdivision and a southwest line of the M.D.
Wheeler, Ltd. 71.52 acre Tract Two(vol.3007,pg. 341);
Thence along the southwest lines of said Wheeler Tract Two and continuing along the southeast
lines of the Wheeler 10.01 acre Tract One as follows:
MMD2 Non-Participating Tracts Page 3 of 5
N 47°42' 33"W-- 177.08 feet,N 46°46' 09" W-304.24 feet, S 21°27' 46"W- 145.09
feet and S 41°43' 32"W- 194.25 feet,returning to the northeast right-of-way line of State
Highway no. 6;
Thence along the said highway northeast right-of-way lines as follows:
N 42° 27' 25"W- 105.18 feet,N 36°45' 17"W-383.87 feet, N 27°43' 31"W- 192.30
feet and N 34°27' 26"W- 55.00 feet to the southeast line of Block 4 of the the Scott&
White Healthcare Subdivision(vol. 10179, pg. 50);
Thence N 41° 15' 39"E- 1224.44 feet along the common boundary of the said Scott & White
subdivision and said Wheeler tracts, to an east corner of said Scott& White subdivision, lying
within the right-of-way of Lakeway Drive, in the southwest line of the Perry 25.79 acre tract(vol.
10459,pg. 34);
Thence S 47°40' 38"E-251.08 feet along the southwest line of the said Perry 25.79 acre tract to
its most southerly corner;
Thence S 64°40' 08"W-5.63 feet to the most westerly corner of the College Station Land
Investment,LP 231.97 acre tract(vol. 10600,pg. 156);
Thence along the common boundary of the said 231.97 acre tract and the said Wheeler 71.52 acre
Tract Two as follows:
S 46°26' 14"E-535.34 feet, S 47°03' 10" E- 128.80 feet, S 48° 14' 35"E- 163.14 feet,
S 47° 52' 01" E-828.48 feet,S 47° 58' 11"E-372.04 feet and S 57° 11' 22"E- 112.33
feet to the northwest corner of the City of College Station 46.60 acre tract (vol. 3310,pg.
321);
Thence S 68° 16' 02"E- 185.06 feet along the common line of said 231.97 acre tract and said
46.60 acres, to the most westerly corner of the City of College Station 100.64 acre tract(vol. 6927,
pg. 226);
Thence N 77° 56' 03"E-2981.71 feet along the common line of said 231.97 acre tract and the
said 100.64 acres,to their east common corner, also being a common corner of the City of College
Station 66.32 acre tract(vol. 4443,pg. 20)and the Savage 19.69 acre tract(vol. 7912,pg.265);
Thence along the common boundary of the said 231.97 acre tract with the said Savage tract, Clark
19.61 acre tract (vol. 561,pg.28)and said Goen tract as follows:
N 48° 32' 07"W--437.74 feet,N 48°21' 21"W-250.43 feet, N 48° 05' 26"W -341.98
feet,N 41°53' 54"E- 1390.60 feet and N 20°22' 54"W - 112.43 feet to the Point of
Beginning and containing 1033.98 acres of land more or less.
SAVE and EXCEPT the Chakde Holdings tract:
Beginning at the southeast corner of the Chakde Holdings, L.L.C. 2.996 acre tract(vol. 10990,
pg.21),located S 81°00' 37"E--428.78 feet from the point-of-beginning of the above described
1033.98 acre tract, and from where City of College Station GPS control monument no. 9 bears
N 89°35' 21"E-2126.7 feet.
MM D2 Non-Participating Tracts Page 4 of 5
•
Thence N 77°25' 29"W— 169.24 feet to the southwest corner of the said 2.996 acre tract;
ThenceN 0°43' 14"W—528.90 feet to the south right-of-way line of Rock Prairie Road East
(115 ft.width);
Thence S 82°02' 02"E—293.41 feet along said south right-of-way line, parallel and 57.5 feet
south of the surveyed centerline, to its intersection with the common line of the said 2.996 acre
tract and the White 2.00 acre tract(vol. 1249, pg. 612);
Thence S 12°44' 40"W—538.30 feet along said common line of the Chakde and White to the
Point of Beginning and containing 2.81 acres of land more or less.
Leaving a net acreage for this described tract of 1031.18 acres more or less.
Bearings are Texas State Plane,NAD-83(CORS)datum, based on
City of College Station GPS control points and GPS observations. ¢"d�ik /� `''
Volume and page numbers cited refer to the Brazos County public )� v Ti•••,,++
records. ! 4``" ' o
gwa�tr.•on4rr
No monuments were set for this survey and found monuments are r✓a
HENRY F'MAYO 'Cb
not cited. OOO wooao*oosrn�.�aernanv�:
$045 fi
This document was prepared under 22 TAC §663.21 does not reflect ' ��,. 414r?r.•..a;,
the results of an on the ground survey and is not to be used to convey 1 �; tii ';_, ;: •
or establish interests in real property except those rights and interests
implied or established by the creation or reconfiguration of the
boundary of the political subdivision for which it was prepared.
See exhibit map prepared with this description,dated July 2015.
mm D2 Non-Participating Tracts Page 5 of 5