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Home My WebLink About12/12/2019 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF MEETING OF BOARD OF DIRECTORS December 12, 2019 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on December 12, 2019, 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 Kamal Ariss -Assistant Vice President Jonathan Stark -Secretary Mark Lindemulder -Assistant Secretary and all of s aid persons were present, except Directors Geva and Ariss, thus constituting a quorum. Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Cynthia Colondres of Municipal Accounts & Consulting, L.P. ("MAC"); Josh Campbell of El-IRA Engineering ("EHRA"); Avik Bonnerjee of B&A Municipal Tax Service, LLC ('9B&A"); Aubrey Nettles of the City of College Station, Texas (the "City"); and Christina Cole of Schwartz , Page & Harding, L.L.P. C'SPH"). The Vice President called the meeting to order and declared same open for such business as might properly come before it. PUBLIC COMMENT There were no comments from the public offered. APPROVAL OF MINUTES As the first order of business , the Board considered approval of the minutes of its meeting held on September 12, 2019. After review and discussion, Director Glover moved that the minutes for said Board meeting be approved, as written. Director Lindemulder seconded said motion, which unanimously carried. BOOKKEEPING REPORT Ms. Colondres presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit A, including checks presented for payment. Following discussion, Director Glover moved that said Bookkeeping R eport be approved and that the checks identified in the report be approve d for payment. Director Lindemulder seconded the motion, which unanimously carried. ANNUAL REVIEW OF ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER The Board considered the review of its Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Investment Policy"), and the adoption of a Resolution in connection therewith. Ms. Cole presented for the Board 's review a Memorandum outlining the proposed amendments to the Investment Policy, an amended Investment Policy, and a Resolution Regarding Review of Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Resolution") and discussed the proposed amendments to the Investment Policy. Following discussion, Director Glover moved that the amended Investment Policy be approved to reflect the proposed changes, that the Board ado pt the Resolution and that the Vice President and Secretary be authorized to execute the Investment Policy and the Resolution on behalf of the Board and the District. Director Stark seconded said motion, which unanimously carried. The Memorandum, Resolution and Investment Policy are attached hereto as Exhibit B. TAX ASSESSOR/COLLECTOR'S REPORT Mr. Bonnerjee then presented and reviewed with the Board the Tax Assessor-Collector Report for the months ended September 30, 2019, October 31 , 2019, and November 30, 2019, including checks presented for payment. Copies of such reports are attached hereto as Exhibit C. After discussion, Director Lindemulder moved that the Tax Assessor-Collector Reports be approved and that the checks identified therein be approved for payment. Director Stark seconded said motion, which unanimously carried. ENGINEERING REPORT Mr. Campbell presented and reviewed with the Board an Engineering Report dated December 2019, a copy of which is attached hereto as Exhibit D . Following presentation of the Engineer's Report and discussion of the action items contained therein, Director Stark moved to approve the change order and concur in the payment of the pay estimates as set forth in the Engineds Report. Director Glover seconded the motion, which unanimous ly carried. Mr. Campbell then requested the Board's authorization to adverti se for bids for irrigation and landscaping of Phase 1 park development. Fo llowing discussion, Director Stark mo ved to authorize EHRA to proceed with the solicitation of bids through advertising for irrigation and landscaping of Phase 1 park development. Director Glover seconded the motion, which unanimously carried. -2 - 529886 DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. Mr. Murr also requ ested the Board's approval and execution of an Estoppel Ce1tificate in connection with CSTC's proposed assignment of its receivables to its lender in connection with its refinancing of its loan for the development project. Following di scussion , Director Stark moved to authorize the Vice President to execute such Estoppel Certificate, subject to final review and approval by SPH. Director Glover seconded the motion, which unanimously carried. STATUS OF INERLOCAL AGREEMENT BETWEEN THE DISTRICT AND THE CITY Ms. Cole reminded the Board that a draft of the Interlocal Agreement between the District and the City was forwarded to the City for review and comment on August 26, 2019, and that SPH has received a draft term sheet from the City. Ms. Cole advised that the City has an internal meeting to discuss the proposed terms next week, and that an update will be provided to the Board at the next meeting. ATTORNEY'S REPORT The Board considered the Attorney's Report. Ms. Cole advised the Board that she had nothing of a legal nature to discuss with the Board that was not a lready covered under previous agenda items. FUTURE AGENDA ITEMS The Board considered items for placement on future agendas. No specific agenda items, other than routine and ongoing matters were requested to be placed on a future agenda. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Glover, seconded by Director Stark, and unanimously carried, the meeting was adjourned. - 3 - 529886 Exhibit A Exhibit B Exhibit C Exhibit D 529886 UST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of September 12, 2019 Bookkeeping Report Memorandum, Resolution and Investment Policy Tax Assessor-Collector Reports Engineering Report -4- EXHIBIT "A" fyiUNICIPAL;\CCOUNTS ft CoNSU'l°flNG, LP. Rock Prairie Management District No. 2 Bookkeeper's Report December 12, 2019 128 1 Brittmoore Road • Houston, Texas 77043 • Phone: 713.623.4 539 • Fax: 713.629.6859 Fund: Operating Financial Institution (Acct Number) Checking Account(s) BBVA USA-PREMIER (XXXX0276) Rock Prairie Management District No. 2 Account Balances Issue Date As of December 12, 2019 Maturity Date Interest Rate 0.15 % Totals for Operating Fund: Grand total for Rock Prairie Management District No. 2: 3 Account Balance 14,851 .66 Checking Account $14,851.66 $14,851.66 Notes ASSETS Cw:rent Assets Checking/Savings 11100 ·Cash in Bank 11105 · Cash in Bank -Tax Account Total Checking/Savings Total Current Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Cw:rent Liabilities Accounts Payable 12000 ·Accounts P ayable Total Accounts Payable Total Cw:ren t Liabilities Total Liabilities Equity 13010 ·Unalloca ted Fund Balance Netlncome Total Equity TOT AL LIABILITIES & EQUITY Rock Prairie MD No. 2 -GOF Balance Sheet As of November 30, 2019 5 Nov30, 19 35,299 9,014 44,313 44,3 13 44,313 20,447 20,447 20,447 20,447 4,171 19,695 23,866 44,313 EXHIBIT "B" Schwartz, Page & Harding, L. L.P. To: Board of Directors Attorneys at Law 1300 Post Oak Boulevard, Suite 1400 Houston, Texas 77056 Telephone (713) 623 -4531 Facsimile (713) 623-6143 www .sphllp.corn :MEMORANDUM Rock Prairie Management District No. 2 (the "District") From: Schwartz, Page & Harding, L.L.P. Date: December 12, 2019 Re: Amendment to Order Establishing Policy for Investment of District Funds and Appointing Investment Officer This memorandum is intended to provide a summary of the changes to the Order Establishing Policy for Investment of District Funds and Appointing Investment Officer pursuant to House Bill 2706 as follows: 1. Section 5. General Investment Prindples and Objectives. Subsection A: Language has been added to incorporate the new language of 2256.0208, Texas Government Code, that provides that monies in the Bond Fund are to be invested in accordance with the terms of the Bond Orders authorizing the issuance of the bonds, in addition to the restriction of being invested in one of the authorized investments specified in the Investment Policy. The District's Bond Orders generally are restricted by the Public Funds Investment Act. 2. Section 6. Authorized Investments. Subsection G: The allowable stated maturity for commercial paper has been extended from 270 days to 365 days in accordance with the legislative change to 2256.013, Texas Gov ernment Code. RESOLUTION REGARDING REVIEW OF ORDER ESTABLISHING POLICY FOR INVESTMEN T OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER WHEREAS, Rock Prairie Management District No. 2 ("District"), adopted its Order Establishing Policy For Investment of District Funds and Appointing Investment Officer, dated January 17, 2019 ("Order"), pursuant to Chapter 2256, Texas Government Code and Section 375.096(4), Texas Local Government Code; and WHEREAS, Chapter 2256, Texas Government Code, requires the Di strict to perform an annual review of its investment policy and investment strategies included within the Order; and WHEREAS, the District has, on the date hereof, performed said review. NOW, THEREFORE, IT IS HEREBY RESOLVED by the Board of Directors of Rock Prairie Management District No. 2, that the policies, procedures, provisions and investment strategies set forth in the Order are hereby revoked and the attached Order Establishing Policy For Investment of District Funds and Appointing Investment Officer be adopted. PASSED AND ADOPTED ON THIS 17th day of January, 2019. ATTEST: 456 036_5 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By :~=:...~~~---~+-~~~~~~ Vice President, ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER WHEREAS, ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District") is a body politic and corporate and a governmental agency of the State of Texas, operating under and governed by the provisions of Chapter 3909, Texas Special District Local Laws Code, and Sections 52 and 52-a of Article III and Section 59 of Article XVI of the Texas Constitution; and WHEREAS, Chapter 2256, Texas Government Code (sometimes referred to herein as the "Public Funds Investment Act"), and Section 375.096(4), Texas Local Government Code, require that the Board of Directors of the District adopt rules, regulations and policies governing the investment of District funds and designate one or more of its officers or employees to be responsible for the investment of such funds. NOW, THEREFORE, IT IS ORDERED BY THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 THAT the policies, procedures and provisions set forth herein be and are hereby ADOPTED, and that any order, and every amendment thereto, heretofore adopted by the Board of directors establishing policies for the investment of District funds and appointing an investment officer shall be and are hereby revoked and superseded effective as of December 12, 2019, the effective date of this Order. Section 1. Purpose. The purpose of this Order Establishing Policy for Investment of District Funds and Appointing Investment Officer (the "Investment Policy") is to adopt rules and regulations which set forth the District's policies with regard to the investment and security of District funds or funds under the District's control. It is further the purpose of this Investment Policy to ensure that purchases and sales of District investments are initiated by authorized individuals, conform to investment objectives and regulations, and are properly documented and approved, and to provide for the periodic review of District investments to evaluate investment performance and security, all as required by applicable law. Section 2. Appointment of Investment Officer; Standard of Care. Mark M. Burton and Ghia Lewis of Municipal Accounts & Consulting, L.P., the District's bookkeeper, shall be and are each hereby individually designated the Investment Officer of the District, responsible for the supervision of investment of District funds pursuant to this Investment Policy. In the administration of their duties hereunder, the District's Investment Officer shall exercise the judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of his or her own affairs , not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived; however, the District's Board of Directors shall retain ultimate responsibility as fiduciaries of the District's assets . The District's Board of Directors, Tax Assessor-Collector, Financial Advisor and other consultants shall be authorized to assist the Investment Officer in the carrying out of the duties of Investment Officer. Section 3. Appointment of Investment Officer and Tax Assessor-Collector for Investment of District Funds. Pursuant to Section 49.157(b), Texas Water Code, the Board of Directors hereby designates the District's Investment Officer as the authorized representative of the District to (a) invest and reinvest the funds of the District; (b) withdraw District funds from appropriate accounts of the District for the investment of same in accordance with the terms of this Investment Policy; and (c) arrange for adequate security for uninsured deposits or funds of the District pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit 11 B 11 or such other form that has been approved through formal action of the Board of Directors, and to execute said Agreement(s) and any documentation required in connection therewith on behalf of the District. To the extent that the District's Tax Assessor-Collector is required to perform any of the functions set forth in (a), (b) or (c) above, the Tax Assessor-Collector shall do so in accordance with the provisions of the Public Funds Investment Act and this Investment Policy, and under the supervision of and in consultation with the District's Investment Officer. Section 4. Authority and Duties of Investment Officer. The following rules shall apply to the District's Investment Officer: 3 86 299 6 A. The Board of Directors hereby instructs the Investment Officer for the District to maintain the investments of the District in a manner consistent with the rules and regulations set forth in this Investment Policy and the Public Funds Investment Act, as amended. B. No p ersons, other than those designated in Section 3 above, m ay deposit, invest, transfer, withdraw or otherwise manage District funds without express written authority of the District's Board of Directors. C. The Investment Officer for the Di strict shall invest and reinve st District funds only in those investments authorized under this Inve stment Policy or by the Board, and only in the name of and solely for the account of "Rock Prairie Management District No. 2." The Bookkeeper and Investment Officer for the District shall be authoriz ed to wire transfer funds of the District only (1) for the purchase of investments solely in the n ame of 11 Rock Prairie Management District No. 2,11 (2) for the transfer of all or any portion of the principal of or interest earnings or profits or gains on any investment of the District to one or more previously authorized and established accounts of 11 Rock Prairie Management District No. 2," (3) for the transfer of District funds to any paying agent of the District for the payment of principal and semiannual interest payments on any outstanding bonds of the Distri ct and for the payment of paying agent fees relative to same, or (4) for other purposes, such as the payment of District bills, pursuant to a resolution or other express written instructions of the District's Board of Directors. D. The Investment Officer for the District shall, not l ater than the first anniversary of the date the Investment Officer takes office or assumes such duties, attend a training session of at least six (6) hours of instruction relating to the Investment Officer's responsibilities under the Public Funds Investment Act, as amended, from an independent source approved by the Board of Directors of the District or the Board's -2- Investment Committee, and thereafter shall attend at least four (4) hours of additional investment training within each two-year period that begins on the first day of the Distrids fiscal year and consists of the two consecutive fiscal years after that date. Such investment training must include education in investment controls, security risks, diversification of investment portfolio, strategy risks, market risks, and compliance with the provisions of the Public Funds Investment Act, as amended. E. Not less frequently than each fiscal quarter, the Investment Officer shall prepare and submit to the Board of Directors of the District a written report of investment transactions for all invested funds of the District for the preceding reporting period. Such report must (1) describe in detail the investment position of the District on the date of the report; (2) be prepared Investment Officer for the District; (3) be signed by the Investment Officer of the District; ( 4) contain a summary statement of each pooled fund group, if any has been created by the District, that states the beginning market value for the reporting period, ending market value for the period, and fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset of the District at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the current rating assigned to each investment, investment vehicle, or investment security by a nationally recognized investment rating firm, nationally recognized credit rating agency or nationally recognized rating service, as appropriate; (8) state the account or fund or pooled group fund, if the District has any, for which each individual inves tment was acquired; and (9) state the compliance of the District's investment po1ifolio as it relates to the inve stment strategy for each account of the District as set forth in this Investment Policy and relevant provisions of the Public Funds Investment Act, as amended. Such report must be presented to the Board of Directors of the District within a reasonable period of time after the end of each fiscal quarter. If the District invests in other than (i) money market mutual funds, (ii) investment pools, or (iii) accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, all of the type authorized under Section 6 of this Investment Policy, the reports prepared under this Section 4.E. shall be formally rev iewed at least annually by an independent auditor, and the result of such review shall be reported to the District's Board of Directors by that auditor. F. In the event an investment or investment vehicl e in which the District has placed funds, or the security therefor, is required to maintain a minimum rating pursuant to the Public Funds Investment Act fails to maintain the minimum required rating, the Investment Officer shall take all prudent measures consistent with this Order to liquidate the investment and reinvest such funds in a conforming investment, if appropriate. G. In the event District funds are invested or reinvested in Certificates of Deposit, the Investment Officer or Tax Assessor-Collector, as applicable, shall solicit bids from at least two (2) bidders, either orally, in writing, electronically or in any combination of thos e methods, for each such investment. -3 - 386299_6 H. All purchases of investments, except investments in investment pools or in mutual funds, shall be made on a delivery versus payment basis. I. Not less frequently than each fiscal quaiier, and as close as practicable to the end of such reporting period, the District's Investment Officer shall determine the market value of each District investment. Such market values shall be included in the written reports submitted to the District's Boai·d of Directors pursuant to Section 4.E hereinabove. The following methods shall be used: 386299 6 (1) Certificates of deposit shall be valued at their face value plus any accrued but unpaid interest. (2) Shares in money market mutual funds and investment pools, if any, shall be valued at par plus any accrued but unpaid interest. (3) Other investment securities may be valued in any of the following ways: (a) the lower of two bids for such security obtained from qualified securities brokers/dealers with whom the District may engage in investment transactions; (b) the average of the bid and asked prices for such security as published in The Wall Street Journal or The New York Times; ( c) the bid price for such security published by any nationally recognized security pricing service; or (d) the market value quoted by the seller of the security. J. A written copy of the District's Investment Policy must be presented to any business or ganization offering to engage in an investment transaction with the District. For purposes of this section J., the term "business or ganization" means an investment pool or an investment management firm under contract with the District to invest or manage the District1s investment portfolio that has accepted authority from the District to exercise investment discretion in regard to the District's funds. The "quali fied representative" of the business organization offering to engage in an investment transaction with the District shall execute a written instrument in a form acceptable to the District substantially to the effect that the business organization has received and reviewed the Investment Policy of the District and acknowledges that such business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the District and such organization or firm that are not authorized by the District's Investment Policy, except to the extent that such authorization is dependent on an analysis of the makeup of the District's entire investment portfolio, requires an interpretation of subjective investment standards, or relates to investment transactions of t he Distri ct that are not made through accounts or other contractual arrangements over which the business organization has accepted discretionary -4- 3 86299_6 investment authority. The District's Investment Officer may not acquire or otherwise obtain any authorized investment described in Section 6 hereof from a business organization that has not delivered to the District the written statement acknowledging receipt of this Investment Policy in a form substantially similar to that attached hereto as Exhibit "A11 (the "Certificate of Compliance"). For purposes of this Section 4.J., the "qualified representative" of a business organization offering to engage in an investment transaction with the District means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (1) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (2) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; or (3) for an investment pool, the person authorized to sign the written instrument on behalf of the investment pool by the elected official or board with authority to administer the activities of the investment pool. The "qualified representative" of an investment management firm under contract with the District for the investment and management of its public funds is a person who is an officer or principal of such firm. K. The Investment Officer for the District shall disclose in writing to the Board of Directors any (i) "personal business relationship" that they may have with a business organization offering to engage in an investment transaction with the District, or (ii) any relationship within the second degree by affinity or consanguinity, as determined by Chapter 573, Texas Government Code, as amended, to any individual seeking to sell an investment to the District. Any written disclosure statement filed with the Board of Directors by the Investment Officer pursuant to this section must also be fil ed with the Texas Ethics Commission. For purposes of this Section 4.K., the Investment Officer has a '1personal business relationship" with a business organization if: (1) the Investment Officer owns ten percent (10%) or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; (2) funds received by the Investment Officer from the business organization exceed ten percent (10%) of the Investment Officer's gross income for the previous y ear; or -5- (3) the Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for their personal account. L. In conjunction with the District's annual financial audit, a compliance audit of management control s on investments and adherence to this Investment Policy must be performed. In connection with said compliance audit, the Board of Directors shall review on an annual basis this Investment Policy and its investment strategies. In connection with said annual review, the District's Board of Directors shall adopt a written resolution stating that it has reviewed this Investment Policy and the investment strategies set forth herein, and shall indicate in said resolution either the continuance of this Investment Policy without amendment or the changes made to the Investment Policy and/or the investment strategies herein. M. In addition to all other requirements set forth herein, the Investm ent Officer for the District shall invest and reinve st District funds in a manner consistent with Chapter 2270, Tex as Government Code, relative to prohibition of investment or reinvestment of public funds in publically traded securities of scrutinized companies, as determined by the Texas State Comptroller, engaging in scrutinized business operations in the Sudan, Iran, or with a designated foreign terrorist organization. In the event an i nvestment or investment vehicle in which the District has placed funds, or the security therefor, requires divestment in accordance with the requirements of Chapter 2270, Texas Government Code, the Investment Officer for the District shall sell, redeem, divest, or withdraw all publically traded securities of the company engaging in scrutinized business operations, all in accordance with Chapter 2270. N. Not later than December 31 of each year, the Investment Officer shall prepare and file on behalf of the District: (i) a publicly available report with the presiding officer of each chamber of the State Legislature and the State Attorney General identifying: (a) all investments so ld, redeemed, divested , or withdrawn in compliance with Section 2270.0206, Texas Government Code; (b) all prohibited investments under Section 2270.0209, Texas Government Code; and (c) summarizing any changes made with respect to investments of the District exempted from divestment pursuant to Section 2270.0207, Texas Government Code; and (ii) a report with the United States presidential special envoy to Sudan that identifies investments in Sudan identified in the report filed with the State Legislature and Attorney General and any changes made under Section 2270.0207 related to those investments. Prior to December 31 of each year, the Investment Officer shall provide the District with a copy of both reports required by this subsection, along with evidence of filing same with the required entities. Section 5. General Investment Principles and Objectives . All investments of District funds or funds under the District's control shall be made in accordance with the following general rules, regulations and policies: A. Any moneys in any fund of the District or in any fund established by the Board of Directors in connection with the authorization of the District's bonds, including, but not limited to, proceeds from the sale of such bonds, which funds are not required for -6- 386299 6 the payment of obligations due or to become due immediately, shall be invested and reinvested, from time to time, only in the authorized investments specified in Section 6 hereunder and in accordance with the order(s) of the District authorizing the issuance of said bonds; provided, however, that all such investments shall be secured in the manner provided for the security of the funds of municipal utility districts of the State of Texas (The Public Funds Collateral Act, Chapter 2257, Texas Government Code, as amended) or in such other manner as may be authorized by law from time to time and otherwise suitable for the District's needs. 3 86299 6 B. The policy of the District is to invest District funds only in instruments which further the following investment objectives of the District stated in order of importance: (1) preservation and safety of principal; (2) liquidity; and (3) yield. The District will continuously attempt to diversify its pmifolio to reduce risks. The type, conditions and maturity date of District investments shall be consistent with the cash flow needs and operating requirements of the District, as determined from time to time by the Board of Directors, and consistent with the investment strategy for each District account as set forth in Section 7 hereunder; provided, however, that in no event shall the maximum allowable stated maturity of any individual investment owned by the District exceed two (2) years, unless otherwise specifically set forth in this Investment Policy. C. If invested in certificates of deposits, the District's funds shall be secured, to the extent that such funds are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, by the pledge to the District of certain types of securities, as determined in the sole discretion of the District, which under the laws of the State of Texas may be used to secure the deposits of municipal utility districts, pursuant to and in compliance with a Public Funds Depositor Collateral Security Agreement which shall be substantially in the form attached hereto as Exhibit 11B", the terms and conditions of which are incorporated herein by reference (the "Public Funds Depositor Collateral Security Agreement"). D. Securities pledged to the District shall be pledged pursuant to and in compliance with a Public Funds Depositor Collateral Security A greement to be entered into by and between the District and the institution(s) pledging such securities. Securities pledged to the District shall either be deposited and h eld in safekeeping at the trust or safekeeping department of a commercial banking institution located in the State of Texas not affiliated with the pledging institution(s) or a federal home loan bank, or shall be held in a restricted securities account, joint safekeeping account or other similar account in a branch of the Federal Reserve Bank pursuant to any and all applicable regulations, operating circulars, bulletins and policie s of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may exist now or hereafter be enacted, promulgated or issued by the Federal Reserve Bank. The District's Investment Officer and Tax Assessor-Collector shall, within the limits of business practicality and consistent with the Federal Deposit Insurance Corporation Statement of Policy dated March 23, 1993, (or any subsequent applicable Statement of Policy issued by the FDIC) relative to the securing of public funds, ensure that the District's uninsured funds are at all times secured as required by the Public Funds Collateral Act (Chapter -7- 2257, Texas Government Code, as amended) and in the manner set forth in the Public Funds Depositor Collateral Security Agreement. The District's Investment Officer and Tax Assessor-Collector are hereby authori ze d to execute Public Funds Depositor Collateral Security Agreements and any agreements, documents or forms required by the Federal Reserve Bank on behalf of the District, as and when required , and to approve the substitution of securities pledged to the District as collateral pursuant to and in the manner set forth in any Public Funds Depositor Collateral Security Agreement entered into by the District. E. The Board of Directors recognizes that, within the framework of the above rnles, decisions must be made concerning the type and duration of each investment tran- saction, and that such decisions are best made by the person responsible for implementing the transaction, based upon the facts and circumstances prevailing at the time. As a guide to making such decisions, it is hereby declared the policy of the Board of Directors that priority should be given to proper security of the District's funds over maximizing the yield on investments. Furthermore , in cases where the rate of return on an investment security offered by competing banking institutions are substantially equivalent, the District's Investment Officer shall give preference to those investments and investment institutions offering the greatest degree of administrative convenience and proximity, flexibility of investment arrangements and/or similar intangible benefits and community goodwill. F. Except as herein provided, nothing herein shall be deemed or construed to authorize the withdrawal, expenditure or appropriation of funds of the District except by check or draft signed by three (3) members of the Board of Directors, or as otherwise provided by applicable statutes or the resolutions, rules, regulations , policies, orders or proceedings of the Board of Directors. Furthermore, the Board of Directors shall retain so le responsibility for establishing and implementing, from time to time, thi s Investment Policy, and all in vestment transactions to be undertaken by the District's Investment Officer pursuant to the Investment Policy shall be subject to the further or more specific directions, instructions, orders, resolutions or actions of the Board of Directors. Section 6. Authori zed Investments. Subject to the limitations, restrictions and prohibitions set forth in Chapter 2270, Texas Government Code, the following categories of investment are authorized for investment of District funds: 386299_6 A. Obligations, including letters of credit, of the United States or its agencies and instrumentalities (including the Federa l Home Loan Banks); B. Direct obligations of the State of Texas or its agencies and instrumentalities ; C. Other obligations, the principal and interest of which are unconditionally guaranteed or insured b y, or backed by the full faith and credit of, the State of Texas, or the United States or any of their respective agencies and instrumentalities, including -8- 386299_6 obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; D. Obligations of states, agencies, counties, cities, and oth er political subdivi sions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; pro vided, however, the District shall not own or invest in any obligations which it has issued; E. Interest-bearing banking deposits that are guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; F. (1) Certificates of deposit that are issued by a depository institution that has its main office or a branch office in the State of Texas that are: (i) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (ii) secured by obligations of the type described m Section 2256.01 O(a)(2), Texas Government Code, as amended, or (iii) secured in accordance with Chapter 2257, Texas Government Code, as amended, or in any other manner and amo unt provided by law for deposits of the District pursuant to a Public Funds Depositor Collateral Security Agreement approved and executed by the District; and (2) Certificates of deposit that are acquired in the manner described in Section 2256.0IO(b), Texas Government Code, as amended; provided, however, that each investment of District funds in the foregoing shall require specific prior approval by the Board of Directors; G. Commercial paper with a stated maturi ty of 365 days or fewer from the date of issuance which meets the requirements set forth in Section 2256.013, Texas Government Code, as amended; H. No-load money market mutual funds that: ( 1) are registered with and regulated by the Securities and Exchange Commission; (2) provide the District with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S .C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); -9- (3) comply with federal Securities and Exchange Commission Rule 2a-7 (17 C.F .R. Section 270.2a-7), promulgated under the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); and I. Investment pools which meet the requirements set forth m Section 2256.016 and Section 2256.019, Texas Government Code, as amended. Section 7. Investment Strategies. District investments shall be made upon the evaluation of the specific investment objectives and strategies of each account of the District, with the primary objective for the selection of any District investment being the understanding of the suitability of such investment to the financial requirements of the District. The Distrids investment strategy for each of its accounts is as follows: A. Operating/General Account. The operating/general account is used for all operations and maintenance needs of the District and funds therein shall be invested to meet the operating and cash flow requirements of the District as determined by the District's Board of Directors. The highest priorities for this account are the liquidity and marketability of an investment if the need arises to liquidate the investment before its maturity. Of equal importance is the preservation and safety of the principal of investments in the operating account. When these priorities are met, the yield on investments held in the operating/general account will next be considered. B. Debt Service/Bond Fund Account. The District's debt service/bond fund account is used to pay the District's debt service on its outstanding bonds. The highest priority for thi s account is the preservation and safety of principal. Since the D istrict knows the amount of it s debt service requirements and when it becomes due, investments for the debt service/bond fund account should be structured to coincide with the amount and timing of the debt service requirements. When the preservation and safety of principal and liquidity considerations for debt service purposes are assured, including the marketability of debt service/bond fund account investments in the event the need arises to liquidate an investment before its maturity, the y ie ld on debt service/bond fund account investments sh ould be considered. Since the amount of District funds in the debt service/bond fund account can be significant, diversification of the debt service/bond fund account investment portfolio may be necessary . The District may easily liquidate investments in an investment pool and therefore such investments may be appropriate in combination with longer term investments in the debt service/bond fund account. 386299 __ 6 C. Capital Projects/Construction Fund A ccount. The capital projects/construction fund account is used to pay for capital improvements of the District. The highest priority for this account is the preservation and safety of principal. In the event that funds h eld in the capital projects/construction fund account are for particular improvement projects that have been previously identified by the District's Board of Directors, the Board will have an idea of the approximate time when disbursements will be required to be made from this account. In this situation, investments in the capital projects/construction fund account should be structured so that they mature or can be liquidated on or about the dates that disbursements are expected to be made. Once the -10 - safety of principal and liquidity and marketability of capital projects/construction fund account investments which are to match certain disbursement dates are assured, the yield on such investments may be considered. Since District funds in the capital projects/construction fund account may not be needed for a year or more, longer term instruments should be considered to increase yield. However, if funds available in the Distrids capital projects/construction fund account are surplus construction funds from prior bond issues or interest earnings on such funds and are not earmarked for specific improvement projects, but rather viewed by the District's Board of Directors as an emergency reserve fund for major repairs or rehabilitation projects, investments in the capital projects/construction fund account, at least to the extent that they are for emergency reserve purposes, should be kept in relatively short te1m investments that can be easily marketed and liquidated if necessary, such as investment pools. Alternatively, bond proceeds that may be deposited in the District's capital projects/constrnction fund account for reimbursement to a developer and which may be in the capital projects/construction fund account for only one or two days, should be kept in the most liquid investment available. Investment diversification for large amounts of District funds that may be deposited into the capital projects/construction fund account for only one or two days may be achieved through the use of an investment pool. Since investment pools are short term in nature, they would normally be used for District funds in this account only if the District knows that it will be dispersing funds in a relative short period of time. However, on some occasions the yield on investment pools is higher than on longer term investments, so their use may be optimal for funds in the capital projects/construction fund account. Section 8. Miscellaneou s. A. In the event of any conflict or inconsistency between the terms of this Investment Policy and applicable requirements of law, such conflict or inconsistency will be resolved in favor of the more restrictive of this Investment Policy or the applicable requirements of law. In the event of any ambiguity or uncertainty as to the intent and application of any part, section, paragraph or provision hereof, a written request for clarification or approval of a proposed action describing such circumstances shall be submitted to the Board of Directors for a decision as to a proper course of action. B . The rules, re gulations and policies set forth herein shall be and remain in full force and effect unless and until amended, revised, rescinded or repealed by action of the Board of Directors. The District's Board of Directors specifically reserves the ri ght to change, alter or amend any provision of this Investment Policy at any time. C. The provisions of this Investment Policy are severable, and if any provision or part of this Investment Policy or the application thereof to any person or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Investment Policy and the application of such provision or part of this Investment Policy shall not be affected thereby. -11 - 386299 6 The President or Vice Presi dent is authorized to execute and the Secretary or Assistant Secretary to attest this Investment Policy on behalf of the Board and the District. PASSED AND A DOPTED this the 12th day of December, 2019. ATTEST: By ~~~~ S ~arY,BOafd of Directors \\\\\I 1111 II ////ft'. ,,,, l'/11, ~ ~ ~'\, ·········· ~ ~ ........ ·"S AL).. ~ ~~ .. · \. •·. ~~ ~~: S •.o~ ::u: ~ :C"::: =~= ~ :~:: ::; \-". ~ ~ : ::E :::: ~if'· ...-~ ·~~ ~ ~ .. .. .·~ ~ ~c>· ·-~~ ~ ,;',,,... ··~~ ~ ~ 'V.l_ •••••••••,~? ~ ~11. ii'3~\l\·f"1 \',,,~ "111111111111\\\\\\\; 386299_6 -12- ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 To: From: of Date: EXHIBIT "A" CERTIFICATE OF COMPLIANCE FROM SELLERS OF INVESTMENTS AS REQUIRED BY THE PUBLIC FUNDS INVESTMENT ACT Rock Prairie Management District No. 2 (the "District") [Name of the person offering or the "qualified representative" of the business organization offering to engage in an investment transaction with the District or of the District's Investment Manager] [Title of such person] ~~----------(the "Business Organization") [Name of financial institution, business organization or investment pool] ______ ,20_ In accordance with the provisions of the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, I hereby certify that: 1. I am an individual offering to enter into an investment transaction with the District or a "qualified representative" of the Business Organization offering to enter into an investment transaction with the District, as applicable, as such terms are used in the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended (the "Seller"), and that Seller meets all requirements under such Act to execute this Ce1iificate. 2. The Business Organization is an investment pool or an investment management firm under contract with the District to invest or manage the District's investment portfolio that has accepted authority from the District to exercise investment discretion in regard to the District's funds. 3. Seller anticipates selling to the District investments that are authorized by the District's Order Establishing Policy for Investment of District Funds and Appointing Investment Officer, dated January 17, 2019 (the ''Investment Policy1') and the Public Funds Investment Act (collectively, the "Investments"). 4. I or a registered investment professional that services the District's account, as applicable, have received and reviewed the District's Investment Policy now in full force and effect. The District has further acknowledged that Seller may rely upon the Investment Policy until the District provides Seller with any amendments to or any newly adopted form of the Investment Policy. 5. Seller has implemented reasonable procedures and controls in an effort to preclude investment transactions between the District and Seller that are not authorized by the Investment Policy, except to the extent that thi s authorization is dependent upon an analysis of the District1s entire portfolio, requires an interpretation of subjective investment standards, or relates to investment transactions of the District that are not made through accounts or other contractual arrangements over which the Business Organization has accepted discretionary investment authority. 6. Seller has reviewed or will review prior to sale, the terms, conditions and characteristics of the investments to be sold to the District and has determined or will determine, prior to sale, that (i) each of the Investments is an authorized investment for local governments under the Public Funds Investment Act and (ii) each of the Investments is an authorized investment under the District's Investment Policy. 7. Seller acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the District which may be deposited or invested with Seller are by law or under a bond indenture require d to be set aside to discharge a debt owed to the ho lder(s) of the District's outstanding notes an d/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C.F.R. §330.15(c). Such funds held in trust for the h older(s) of the District's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account'\ "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330.5(b) indicating that such funds are pledged towards the payment of principal and interest on the District's bonds and notes. Seller further acknowledges that the District may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in tum, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the District's outstanding bonds and notes. 8. Seller will continuously maintain an executed copy of this Certificate of Compliance in its "deposit account records" (as defined in 12 C.F.R. §330.l(e)) for so long as Seller holds any funds of or within the custody of the District. By: _____________ _ Name: ------------- Title: ------------~ -2- 386299 6 EXHIBIT "B" PUBLIC FUNDS DEPOSITOR COLLATERAL SECURITY AGREEMENT This Public Funds Depositor Collateral Security Agreement (this "Agreement") is made and entered into as of the __ day of , 20_ by and between ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "Depositor") and ("Bank"), and any prior Agreement between Depositor and Bank relative to the subject matter hereof is hereby terminated as of the date first written above. RECITALS Depositor, through action of its Board of Directors, has designated Bank as a depository for Depositor's funds. Funds on deposit with Bank to the credit of Depositor in excess of federal deposit insurance are required to be secured by eligible security as provided for by the Public Funds Collateral Act, V.T.C.A. Government Code Section 2257.001 et seq. (the "Public Funds Law"). Depositor and Bank understand and acknowledge that the amount of Depositor's uninsured deposits in Bank may vary substantially from time to time; that under the circumstances permitted herein, the Bank may release, add to or substitute for the securities pledged by Bank from time to time to secure such uninsured deposits of Depositor; and that it is the intent of the parties that this Agreement be renewed and extended upon and at the time of each permitted release, addition or substitution of collateral securities and thereafter remain in force and effect for the full term thereof until terminated in the manner set forth herein. In order to perfect Depositor's security interest in eligible securities pledged by Bank from time to time to secure such uninsured deposits , the Board of Directors of the Bank (the "Bank Board") has authorized the undersigned Bank officer to enter into this Agreement on behalf of Bank under the terms of which Bank will [either (i) cause , a [state or national bank], which has its main office or a branch office in Texas and which has been designated by the State Comptroller as a Texas State Depository to hold the collateral assets in a custody account as bailee for the benefit of Depos itor, or (ii)] cause the Federal Reserve Bank or a federal home loan bank (11 FHLB ") to hold the collateral assets in a restricted securities account, joint safekeeping account or other similar account as custodian/bailee for the benefit of Depositor (such [bank or] FHLB or the Federal Reserve Bank, as the case may be, hereinafter called the "Custodian"). AGREEMENT Now, Therefore, in consideration of the mutual covenants in this Agreement, the parties agree as follows: 1. Grant of Security Interest. To secure the unin sured deposits maintained by Depositor with Bank from time to time, Bank hereby pledges and grants to Depositor a security interest in its Eli gible Securities (as defined in the Public Fund s Law) whi ch are hel d , now or hereafter, by Custodian for the benefit of Depositor in accordance with the terms of this Agreement (the "Collateratt'). At all times during the term of this Agreement, the Collateral shall consist solely of the following: general obligations of the United States of America or its agencies or instrumentalities backed by its full faith and credit; direct obligations of the State of Texas or Texas State agencies and instrumentalities; collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States of America, the underlying security for which is guaranteed by an agency or instrumentality of the United States of America; other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the State of Texas or the United States of America or their respective agencies and instrumentalities; obligations of states, agencies, counties, cities and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; fixed-rate collateralized mortgage obligations that have an expected weighted average life of 10 years or less and which do not constitute a high-risk mortgage security as defined in the Public Funds Law; floating-rate collateralized mortgage obligations that do not constitute a high-risk mortgage security as defined in the Public Funds Law; and letters of credit issued by a federal home loan bank. Bank shall cause Custodian to accept and hold the Collateral as bailee and/or custodian for Depositor to secure Bank's obligation to repay the deposits. 2. Receipts. The Collateral held by Custodian for the benefit of Depositor, as of the effective date of this Agreement, has been described on Trust Receipts (as defined in the Public Funds Law) issued by Custodian, copies of which Custodian has forwarded to Depositor, and such current Collateral is described on Exhibit "A" attached hereto and made a part hereof for all purposes. With respect to additional or substitute Collateral hereafter delivered by Bank to Custodian to hold for the benefit of Depositor, or any releases of securities previously held as Collateral ("Releases"), as contemplated by this Agreement, Bank shall cause Custodian to issue Trust Receipts or Releases describing such additional or substitute Collateral or released securities and promptly forward copies of same to Depositor. Such Trust Receipts and Releases which are furnished to Depositor by Custodian from time to time shall be deemed a part of this Agreement without furth er action on the part of any party hereto , and this Agreement shall apply to such released, additional or substitute Collateral to the same extent as if it were described on Exhibit "A" attached hereto. If the Custodian is the Federal Reserve Bank, such Trust Receipts -2- 386299_6 or Releases will consist of a written confirmation (the "Advice"). Such Advice shall be subject to the terms and conditions of all applicable regulations, operating circulars, bulletins and policies of the Federal Reserve Bank, including the terms and conditions of any applicable forms or agreements, as may now exist or hereafter be enacted, promulgated or issued by the Federal Reserve Bank (collectively "Applicable Regulations"). If the Custodian is the Federal Home Loan Bank of Dallas ("FHLB Dallas"), notwithstanding the foregoing, such Trust Receipts may be forwarded to Bank with instructions for Bank to immediately forward the same to Depositor. Bank hereby agrees to comply with Custodian's instructions and forward each Trust Receipt to Depositor immediately upon receipt of same. Upon request of Depositor, Bank agrees to provide or cause Custodian to provide a then-current list of all Collateral pledged by Bank to secure Depositor's funds to update Exhibit "A" to this Agreement. If the Custodian is FHLB Dallas and the Custodian is forwarding Trust Receipts to Bank, Depositor may, at any time and from time to time, request that FHLB Dallas provide one or more Trust Receipts directly to Depositor, and FHLB Dallas shall immediately so provide the requested Trust Receipts to the Depositor, at no cost to the Depositor. 3. Required Collateral Value. Bank agrees with Depositor that the total market value of the Collateral securing uninsured deposits maintained by Depositor with Bank will at all times during the term of the Agreement be not less than (i) one hundred ten percent (110%) of the amount of such uninsured deposits, if the determination of the market value of Collateral is calculated less frequently than weekly by Bank, or (ii) one hundred five percent (105%) of the amount of such uninsured deposits if the determination of the market value of Collateral is calculated at least weekly by Bank (the "Required Collateral Value"). To insure that the Required Collateral Value is maintained, Bank will redetermine, on a daily basis, the amount of Depositor's uninsured deposits (taking into account that day's deposits, accrued interest, disbursements and withdrawals) held by Bank and (using the most recently determined market value of the Collateral) promptly add any additional Collateral which may be necessary to maintain the Required Collateral Value by either (i) depositing with Custodian for the purposes of this Agreement any additional Collateral or (ii) if the Custodian is the Federal Reserve Bank, transferring additional Collateral to a restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank. Determination of the market value of Collateral by Bank will be calculated periodically as indicated by Bank on the signature page hereof or more frequently on Depositor's request; provided, however, the foregoing shall not relieve Bank of its obligation to fully collateralize at all times the Depositor's uninsured deposits with Bank. If upon the periodic determination of the Collateral 's market value as set forth herein, the Required Collateral Value is not then maintained, Bank will promptly deposit with Custodian for the purposes of this Agreement additional Collateral necessary to maintain the Required Collateral Value. 4. Release of Collateral. Custodian shall not release any part of the Collateral without Depositor's written authorization. Depositor agrees to furnish such authorization promptly upon Bank's request under the circumstances described in Sections 5, 6, or 8 of this · Agreement. Depositor's authorization to Custodian to release from the Collateral only designated Eligible Securities shall terminate the security interest granted by Bank in this Agreement only with respect to such designated Eligible Securities. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the -3- 386299_6 prov1s1ons of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the release of Collateral. 5. Substitution of Collateral. It is hereby agreed that upon obtaining the prior written consent of the Depositor, which consent shall not be unreasonabl y withheld, substitutions of the Collateral held hereunder may be made at any time so long as the fair market value of the Eligible Securities being substituted is at least equal to the fair market value of the Eligible Securities being removed. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the substitution of Collateral. 6. Excess Collateral. At such times as the aggregate market value of the Collateral held by Custodian exceeds the Required Collateral Value, Depositor, upon request by Bank, shall authorize Custodian to permit Bank to release the excess portion of the Collateral. Custodian shall have no further liability to Depositor with respect to those Eligible Securities released upon Depositor's authorization. 7. Additional Collateral. If at any time the aggregate market value of Collateral held by Custodian is less than the Required Collateral Value, Bank shall immediately upon learning of such circumstance, and without further action by Depositor, promptly either (i) deposit with Custodian sufficient additional Eligible Securities of the type specified in Section 1 as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value, or (ii) transfer additional Eligible Securities of the type specified in Section 1 to the restricted securities account, joint safekeeping account or other similar account maintained by the Federal Reserve Bank as may be necessary to cause the aggregate market value of the Collateral to equal the Required Collateral Value and cause the Federal Reserve Bank to issue a corresponding Advice (and Bank will deposit with t he Federal Reserve Bank additional Eligible Securities if and to the extent necessary to fulfill its obligations under t hi s Agreement). 8. Earnings and Payments on Collateral. Bank shall be entitled to the interest income and earnings paid on the Collateral and Custodian may dispose of such i nterest income and earnings as directed by Bank without approval of Depositor, so long as Depositor has not notified Custodian of Bank's default under this Agreement. Bank shall not be entitled to and Custodian shall not release to Bank any partial or full call of the Collateral without Depositor's prior written authorization as described in Section 4 of this Agreement. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regul ations, in which event the provisions of the Applicable Regulations shall govern the disposition of interest earnings and principal payments on the Collateral. 9. Default and Remedies. If Bank fails at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit or becomes insolvent or materially breaches its contract with Depositor, a default shall exist under this Agreement and Depositor shall give written notice of such default to Bank, and Bank shall have ten ( 10 ) days to cure same. In the event Bank fails to do so, it shall be the duty of Custodian, upon written demand of Depositor, to surrender or transfer the Collateral to Depositor or Depositoes nominee and Bank -4- 386299_6 hereby irrevocably authorizes Custodian to surrender or transfer the Collateral upon the conditions herein specified . Depositor may sell all or any part of such Collateral in a commercially reasonable manner and out of the proceeds of the Collateral may pay Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency sale. Depositor shall account to Bank for the remainder, if any, of said proceeds or Collateral remaining unsold. Such sale may be either at public or private sale; provided, however, Depositor shall give Bank ten (10) days' written notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder for cash. Depositor and Bank shall have the right to bid at such sale. If the Custodian is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the provisions of the Applicable Regulations, in which event the provisions of the Applicable Regulations shall govern the Depositor's exercise of remedies against the Collateral. 10 . Authorization and Records. The Bank Board has authorized the pledge of Bank assets to collateralize uninsured deposits maintained by Depositor pursuant to resolutions substantially in the form of Annex I attached to the form of Resolution Certificate and Certificate ofincumbency attached hereto as Exhibit "B" (the "Resolution Certificate"), and has authorized the undersigned Bank officer to enter into, execute and deliver to Depos itor this Agreement on behalf of Bank and to take all action which may be necessary or appropriate to create and perfect the security interest in the Collateral contemplated hereunder. Bank shall deliver to Depositor a fully executed Resolution Certificate as a condition precedent to the effectiveness of this Agreement and shall advise Depositor immediately of any revocation, amendment or modification thereof. Bank acknowledges that the District has disclosed and hereby discloses that certain funds within the custody of the District which may be deposited or invested with Bank are by law or under a bond indenture required to be set aside to discharge a debt owed to the holder(s) of the District's outstanding notes and/or bonds. As such, these funds shall be deemed to be a deposit by a trustee of trust funds of which the holder(s) are pro rata beneficiaries in accordance with 12 C .F.R. §330.15(c). Such funds held in trust for the holder(s) of the District's notes and bonds are deposited within the account(s) titled "Bond Fund", "Bond Account", "Debt Service Fund", "Debt Service Account", "Interest and Sinking Fund", "Interest and Sinking Account", or other similar name sufficient to satisfy the requirements of 12 C.F.R. §330 .5(b) indicating that such funds are pledged towards the payment of principal and interest on the District's bonds and notes. Bank further acknowledges that the District may be acting in a fiduciary capacity on behalf of certain persons or entities who may, in turn, be acting in a fiduciary capacity for subsequent purchasers and/or holders of the District's outstanding bonds and notes. Bank shall continuously maintain an executed copy of this Agreement, its copies of all Trust Receipts, Releases and Advices, and the Resolution Certificate among its official "deposit account records" (as defined in 12 C .F.R. §330.l(e)) until such time as thi s Agreement is terminated and all uninsured deposits of Depositor have been properly and fully paid out. This Agreement may be executed in one or more counterparts, each of which shall be an original. 1 l. Authorized Representative; Depositor Agreements. The D epositor hereby confirms that it has previously authorized its Investment Officer and/or Tax Assessor-Collector to execute this Agreement and any documentation required in connection therewith, including specifically pursuant to the Applicable Regulations and documentation related thereto, and to represent it and act on its behalf in any and all matters of every kind arising under this -5- 386299_6 Agreement. During the term of this Agreement, the Depositor may further designate an additional officer or officers to singly or jointly represent and act on behalf of Depositor in any and all matters of every kind arising under this Agreement and, in such event, shall provide written notice thereof to Bank. In the event of any conflict between the provisions of this Agreement and any other agreement between the Depositor and the Bank relating to the deposits, this Agreement will control, unless the conflict is with the Applicable Regulations, in which event the Applicable Regulations will control. Bank and Depositor specifically agree that Depositor's prior approval is required for any par-for-par Collateral substitutions. 12. Custodian as Bailee. Custodian will promptly identify the pledge by Bank to Depositor of the Collateral on the Custodian's books and records and any additional or substitute Collateral and issue to Bank and Depositor Trust Receipts covering the Collateral. Similarly, Custodian will promptly remove from its books and records any securities released from the pledge by Bank in compliance with the terms of this Agreement and issue to Bank and Depositor appropriate Releases identifying the released securities. Custodian acknowledges that it is the bailee of Depositor for purposes of Section 2257.044 of the Public Funds Law, and its custodial capacity is deemed to be set forth on any Trust Receipt delivered to Bank and Depositor, whether such capacity is expressly so noted or not. If the Custodian is the Federal Reserve Bank, this section shall not apply, but Bank acknowledges the provisions of the Applicable Regulations which provide that the Federal Reserve Bank is acting as custodian/bailee; that the Collateral identified on the Advice is subject to the custodial provisions of the Applicable Regulations ; and that the disposition thereof is subject to Depositor's approval. 13 . Financial Condition. Bank will provide a statement of its financial position to the Depositor on at least a quarterly basis. Bank will provide to the Depositor an annual statement audited by its outside auditors including a statement by its outside auditors as to its 11 fair presentation." 14. Amendment, Modification, Renewal. Each permitted release of previously pledged Collateral and each addition to or permitted substitution for Collateral shall be deemed and considered, without further action by Bank or Depositor, as an amendment to Exhibit "A" attached hereto and a contemporaneous renewal and extension of this Agreement for the term hereinafter stated upon the same terms and containing the same provis ions as set forth herein, except as the Collateral subject to this Agreement may be modified or amended thereby; provided, however, that any such renewal and extension shall not affect any transaction entered into prior to such renewal and extension until Bank shall have properly and fully p aid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's sole control all Collateral then in Custodian's pos session. Otherwise, this Agreement may not be amended or modified except by mutual written agreement of the parties hereto. 15. Term. Unless sooner terminated as hereinafter provided, the term of this Agreement, and any renewal or extension hereof resulting from any release, addition to or substitution of securities pledged as Collateral hereunder, shall commence on the date of this Agreement, or the date of such release, addition or substitution, and continue for a term of ten (10) years. -6- 386299 6 16. Termination. Either Depositor, Bank or Custodian may terminate this Agreement prior to the expiration of the term hereof upon thirty (30) days' advance written notice to the other parties or by entering into a new Public Funds Depositor Collateral Security Agreement which is intended to supercede and replace this Agreement; provided, however, that the terms of this Agreement shall continue to apply to all transactions entered into prior to such termination and until Bank shall have properly and fully paid out all uninsured deposits (including any uninsured time deposits) and Depositor shall have authorized Custodian to redeliver to Bank's so l e control all Collateral then in Custodian's possession. 17. Custodian Fees. Any and all fees associated with the Custodian's holding of Collateral for the benefit of the Depositor will be paid by Bank and the Depositor will have no liability therefor. 18. Representations. As required by Chapter 2270, Texas Government Code, Bank hereby verifies that Bank, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. Custodian hereby verifies that Custodian , including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not boycott Israel through the term of this Agreement. The term "boycott Israel 11 in this paragraph has the meaning assigned to such term in Section 808.001 of the Texas Government Code, as amended. Pursuant to Chapter 2252, Texas Government Code, Bank represents and certifies that, at the time of execution of this Agreement neither Bank, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. Custodian represents and certifies that, at the time of execution of this Agreement neither Custodian, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201or2252.153 of the Texas Government Code. In witness whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day first above written. DEPOSITOR: ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: ________________ ~ Name: ---------------~ Title: ________________ _ -7- 386299_6 Bank hereby agrees that it will periodically determine the market value of Collateral and maintain the corresponding Required Collateral Value throughout the term of this Agreement as indicated below (provided, however, that in the event no indication is made below, the Required Collateral Value for all purposes of this Agreement shall be 110% ): D D BANK: Less frequent than weekly No less than 110 % Weekly No less than 105 % By:~~~~~~~~~~~~~~~~~ Name: ~~~~~~~~~~~~~~~~ Title: ~~~~~~~~~~~~~~~~~ The Custodian, if other than the Federal Reserve Bank, joins in the execution of this Agreement for purposes of Sections 4, 8, 9, 12, 16, and 18, and if the Custodian is the Federal Reserve Bank, such joinder is to be evidenced as set forth in the Applicab le Regulations, the Advice and any documentation related thereto. CUSTODIAN: -8- 386299_6 EXHIBIT "A" [Description of Eligible Securities Pledged] EXHIBIT "B" RESOLUTION CERTIFICATE AND CERTIFICATE OF INCUMBENCY OF (the "BANK") The undersigned hereby certifies as follows: 1. I am the officer of the Bank holding the title designated on the signature line of this Certificate. 2. Attached hereto as Annex I is a full, true and correct copy of resolutions (the "Resolutions") duly adopted by the [Board of Directors] [Loan Committee] of the Bank in conformity with the Articles of Association and By-laws of t he Bank and in accordance with the laws of the State of Texas. 3. The Re solutions have not been amended, modified or res cinded, and are in full force and effect on the date hereof. 4. The Bank 1s duly organized and existing under the laws of 5. All franchise and other taxes required to maintain the Bank's existence have been paid and none of such taxes are delinquent. 6. No proceedings are pending for the forfeiture of the Bank's authority to do business or for its dissolution, vo luntarily or involuntarily. 7. The Bank is qualified to do business in each state where the nature of it s business requires such qualification. 8. There is no prov1s10n m the Articles of As sociation, By-laws or any other agreement, indentur e or contract to which the Bank or its property is subject which limits the Resolutions, and the Resolutions are in conformity with the provision of the Bank's Articles of Association and By-laws and with proceedings of the Board of Directors. 9. This resolution is made in order to comply with requirements of the Financial Institutions Refo1m, Recovery and Enforcement Act of 1989, as amended, and 12 U.S.C. 1823(e), and shall constitute a business record of the Bank and shall be continuously maintained in the official business records of Bank. 10. The undersigned officers have been duly elected to the positions set opposite their respective names below and are qualified to act in the present capacities in which they sign for the Bank. 11. The signatures appearing opposite each of the undersigned officers is his or her authentic signature and each of the undersigned holds the office designated for the same. Office Signature EXE CUTED the __ day of _________ , 2 0_ Name: ~~~~~~~~~~~~~~- Titl e: [S ecretary] [Reco rding Offic er] -2- 386299~6 ANNEX I RESOLUTIONS RESOLVED, that this Bank shall secure all deposits of Rock Prairie Management District No. 2 (the "District") in excess of amounts insured by the Federal Deposit Insurance Corporation ("Excess Funds") on deposit with the Bank at any time in whatever amount; and further RESOLVED, in regard to the above referenced deposits, that the Chairman of the Board of Directors, President, any Executive Vice President, any Vice President, any Assistant Vice President, or any other officer of the Bank is hereby authorized and directed to execute for and on behalf of the Bank the following documents , it being fmiher agreed that the execution of any of the same prior to the adoption of these resolutions is hereby ratified, confirmed and adopted: 1. A Public Funds Depositor Collateral Security Agreement (the "Collateral Security Agreement") in favor of the District, covering the Collateral described therein; 2. Such other and further documents as may be deemed necessary or desirable by such officer or as required by the District in regard to the securing of the Excess Funds; and further RESOLVED, that the officers executing any of the above described documents are hereby authorized and empowered to do and perform any and all actions required by the terms and provisions of same to execute the same in the nam e and on behalf of the Bank, in such number of counterparts as the officer or officers executing the same shall deem necessary or desirable, with such terms, conditions, modifications, changes and provisions as the officer or officers executing the same may approve, the execution of such documents to evidence approval of the terms thereof conclusively; and further RESOLVED, that any and all instruments executed and d el iver ed on behalf of the Bank in com1ection with these resolutions by any person purporting to be an officer of the Bank shall be deemed to be the act of the Bank and shall be in all respects binding against the Bank; and further RESOLVED, that all actions of all officers, agents or other representatives of the Bank taken or perfonned up to the date hereof in respect to the preparation, execution and deliv ery of the documents, certificates or other instruments contemplated hereby, and the taking prior to the date hereof of any and all actions otherwise required by the terms and provisions of the above referenced documents, be, and they hereby are, in all respects approved, ratified and confirmed; and fmther RESOLVED, that this approval is intended to comply in all respects with the requirements of applicable statutory law relating to insurance of accounts including specifically, but without limitation, the requirements of 12 U.S.C.A. §§ 1821(d)(9)(A) and 1823(e); and further RESOLV ED , that any deposit ag reem ents between Bank and District an d/or the Co llateral Secur ity A greement are all intend ed to be , and sh a ll be deemed to be, official reco rd s of the Bank; and fu rther RES OLVED , th at any deposit ag reem ents between Bank and District, th e Coll ateral Security Ag reem ent and the se Resolutions sh all be co ntinuously maint ai n ed in the bu s iness reco rds o f the Bank. -2- 386299-2 EXHIBIT "C" H onesty I Efficiency I Transparen cy I Accoun t ability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 B & A MUNICIPAL TAX SERVICE, LLC I3333 NORTHW EST FRE EWAY , STE 505 HOUSTON , TX 77040 FOR THE MONTH ENDING November 30, 2019 MAIN 713-900-2680 TOLL FREE 1-888 -59 8-7409 MUNICIPAL TAX SER V IC E,LL C ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/19 RECEIVABLES SUMMARY 2019 Balance Forward Levy at 05/31 /19 FYE CAD Changes I Uncollectible Outstanding Balance forward Prior Years (2018-2010) at 05/31/19 FYE CAD Changes I Uncollectible Total Levy to be collected Collection prior months (all years) 2019 Taxes Collected net NSF & KR Refunds during current month Taxes Collected for Prior Years net NSF & KR Refunds Total Outstanding Balance TAX ACCOUNT Income Taxes Collected Current Year Taxes Collected Prior Year Penalties & Interest Collection Fee Paid Overpayments NSF or Reversals , Bank Charges other Fees & Court Costs , Etc Earn ed Interest Expenses Beginning Balance -Tax Account CK# 1054 Brazos Central Appraisal District-1st Qtr Assessment CK# 1055 Brazos Central Appraisal District-2nd Qtr Assessment (Holding Ck) CK# 1056 Brazos Central Appraisal District-3rd Qtr Assessment (Holding Ck ) CK# 1057 Brazos Central Appraisal District-4th Qtr Assessment (Holding Ck) CK# 1058 B&A Municipal Tax Service , LLC -Invoice MD2-061 CK# 1059 B&A Municipal Tax Service , LLC -Invoice MD2-062 B & A MUNIC IPAL TAX SER VI CE, LLC 13333 NORT HWEST FREEWAY, STE 505 HOUSTON, T X 770 40 Ending Balance -Tax Account MA fN 7 13 -900-2680 TOLL FRE E 1-888-598-7409 $0.00 $73 ,299.93 $12.45 $0.00 ($3 ,407 .00) ($569.00) $0 .00 $569 .00 $0 .00 $0 .00 $0 .00 $0 .00 $0 .00 $0 .00 $1 .65 $570.65 $180.75 $0 .00 $0.00 $0 .00 $515.30 $54.56 $750.61 73 ,299 .93 12.45 73,312 .38 (3,976.00) 69 ,336.38 5,981.31 6,551.96 5,801.35 2 MU N ICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/19 OUTSTANDING TAXES-YEAR TO DATE TAX YEAR 2019 2018 2017 BALANCE FORWARD @ 10/01/19 $76,036.03 $49,461.25 $19,962.78 CAD SUPPLEMENTS & CORRECTIONS ($2,736.10) $0 .00 $0 .00 EXEMPTIONS & TAX RATES TAX HOMESTEAD YEAR EXEMPTION 2019 0.00% 2018 0 .00% 2017 0.00% DISTRICT VALUES TAX LAND& YEAR IMPROVEMENTS 2019 14,898 ,5 46 2018 9,88 1,920 2017 4,069,643 B & A MUNICIPAL TAX SER VIC E, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 OVER 65 / DISABLED 0 0 0 AGNET 14,370 28,690 27,010 UNCOLLECTIBLE $0.00 $0.00 $0.00 M & 0 RATE 0.50000 0.50000 0.50000 PERSONAL PROPERTY 909,670 309,8 50 0 OUTSTANDING COLLECTIONS TAXES $3,963.55 $69,336.38 $49,461.25 $0.00 $19 ,962.78 ____ (._$0_._oo ..... ) $69,336.38 DEBT SERVICE CONTRACT TAX RATE RATE 0.00000 0 .00000 0.00000 0.00000 0.00000 0 .00000 EXEMPTIONS TOTAL VALUE 1, 162,600 14,659,986 328,2 10 9,892,2 50 104 ,096 3 ,992,557 MAIN 7 13-900-2680 TOLL FREE 1-888-598-7409 COLLECTIONS PERCENTAGE 5.41 % 100.00% 100.00% TOTAL RATE 0 .50000 0 .50000 0 .50000 SR KR 12 12 30 30 4 7 4 7 3 MUNICIPAL TAX SE RVI C E,LL C ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/19 BEGINNING BALANCE INCOME PROFIT & LOSS CURRENT MONTH 11/01/19 -11/30/19 7,614.75 FISCAL YEAR 6/01/19 -11/30/19 9,014.27 10% Rendition Penalty 0.00 0.00 --"'---- Bad Check Charges 0.00 0.00 --=--------------------~ CAD Refund Excess Allotment 0. 00 33 .19 Collection Fee 0.00 2 .91 ----- Earned Interest 1.65 7 .84 Overpayments 0.00 0 .00 --------~-----Penalty & Interest 0.00 2.12 Rollback Tax Collected 0.00 4,338.41 -----------------_T_a_x e_s_C_o_l_l e_c _t e_d _______________ 5_6_9_. o_o __________ 3, 976 . 00 Total Income 570.65 8,360.47 EXPENSES Audit/Records 0.00 0 .00 Bank Charges 0.00 0.00 ---------------------~ Bond Premium 0.00 50.00 CAD Fees 0.00 207.50 Certificate of Value 0.00 0.00 Copies 50 .20 302 .00 Correction Roll Refunds 0.00 0.00 Correction Roll Rendition Refunds 0.00 0.00 Continuing Disclosure 0.00 0.00 ------Court Affidavits 0.00 0.00 Delinquent Tax Attorney Assistance 0.00 30 .00 ------Delinquent Tax Attorney Fee 0.00 2 .91 -------------------,-----1 n s ta II men t Tracking 0.00 0 .00 ~---- Unclaimed Property Report 0.00 0 .00 ------Legal Notices 0.00 0.00 Mailing & Handling 40.45 60 .64 -~-------------------------Meeting Travel & Mileage 377.44 1,882 .56 -=------Overpayment R_ef_u_nd___ 0.00 0.00 Public Hearing 650 .00 650.00 Records Retention 0.05 0.05 ----Roll Update & Processing 0.00 187.50 Senate Bill 2 to CAD (5 Yr History) 0.00 16.25 Supplies 0.00 3.16 Tax Assessor Collector Fee -AB 515 .30 3,091 .80 Tax Rate Preparation & Calculation 0.00 0.00 ------Transfer to Maintenance & Operating 0.00 4 ,338.41 ~-~-------Transfer to Debt Service 0.00 0 .00 ---- ENDING BALANCE B & A MUNI ClPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 1,633.44 10,822. 78 6.551.96 6.551.96 MAIN 7 13-900-2680 TOLL FREE 1-888-598-7409 4 MUN ICIP AL TAX SERV I CE,L LC October !November December ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 11/30/19 YEAR TO YEAR COMPARISON 2019 % 2018 % $3 ,394.55 4.46 % $0 .00 0.00% $569.00 5.41 % $0 .00 0.00 % I I $0 .00 0 .00% $0 .00 0.00% I 1 January $0.00 0.00% $38 , 113.40 77.06%1 - February $0.00 -1-- March $0.00 April $0.00 May $0 .00 June $0.00 - July $0 .00 August $0 .00 September $0 .00 ' 20191 20181 $569.00 $0 .00 B & A MUNICI PAL TAX SERVI CE, LLC 13333 NORTHWEST FREEWA Y , STE 505 HOUSTON, TX 77040 0.00% $11 ,321 .65 0.00% $0.00 f---- 0.00% $13.75 0 .00% $0.00 0.00 % $0 .00 - 0.00% $12.45 0.00% $0 .00 - 0.00% $0.00 MONTHLY COLLECTIONS MAIN 7 13-900-2680 TOL L FREE 1-888-598-7409 I 99 .95% 99 .95% 99.97% I 99 .97% I 99.97 % 100.00% 100.00% I 100.00% - VARIANCE 4.46%1 5.41%1 I I I I I - - 5 1\11UNICIPAL TA X SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT NO 2 FOR THE PERIOD ENDING 11/22/19 PLEDGED SECURITIES REPORT SECURITIES 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: TYPE OF PLEDGED INVESTMENT: IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: BA M UN ICIPA L TAX SERVI CE 13333 NORTHWEST FREEWA Y SUITE 505 HOUSTO N TX 77040 MAI N 713-900-2680 TOLL FREE 1-888-598-7409 NO YES PS STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor-Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of December 2019. REBECCA LYNN BREWER Notary ID # 1258819 My Commission Expire s March 1, 2020 VI@_~ &M tr_ltJ_c, Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2020 onnzos CfNTRnL nPPRnlSOL DISTRICT BRAZOS COUNTY, TEXAS 4051 PENDLETON DR BRYAN, TX 77802-2465 Mr. Avik Bonnerjee Registered Texas Assessor Collector B&A Municipal Tax Service LLC 13333 Northwest Freeway, Suite 250 Houston, TX 77040 November 14, 20219 STATEMENT Mark W. Price Chief Appraiser (979)77 4-4100 (979)774-4196 Fax Rock Prairie Management District #2 Below are the quarterly payment amounts and due dates for the 2020 Brazos Central Appraisal District Operating Budget, as mandated by State Law. Section 6.06 State Property Tax Code states: "Un less the governing body of a unit and the chief appraiser agree to a different method of payment, each taxing unit shall pay its allocation in four equal payments to be made at the end of each calendar quarter, and the first payment shall be made before January 1 of the year in which the budget takes effect. A payment is delinquent if not paid on the date it is du e. A delinquent payment in curs a penalty of 5 p ercent of the amount of the payment and accrues interest at an annual rate of 10 percent. If the budget is amended, any change in th e amount of a unit's allocation is apportioned among the payments remaining." l't Qu arter due by December 31, 2019 $180.75 2nd Quarter due by March 31, 2020 $180.75 3rd Quarter due by June 30, 2020 $180.75 4th Quarter due by September 30, 2020 $180.75 Total Allocation $723.00 MUNICIPAL TAX SERVICE, LL C Bifl To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 505 Houston T X 77040 Description Unit Count Avik Bonnerjee, RTA -Tax Assess or Collector Fee December 20 19. 2018 Additiona l Un it C ount fn voiced 2019 3 Thank yo u fo r y our business. Total l JVVU In_,.( U ~""'-·n 1-J ...,..._. ••""'-Jt .JU IU::: OV~ -n v u ..... ...,1 11 ~r.. / r v-.-..., -c n: ' ,, -vvv ~~v Invoice Date Invoice # 12/1/201 9 MD2-06 1 Rate Amount 51 2 .60 512.60 0.90 2.70 $5 15.3 0 -....... ua .... mnax.com MUNICI PA L TAX SERV ICE, LLC Copies Bill To Rock Prairie Management Dist r ict No. 2 13333 Northwest Free way Suite 505 Houston TX 77040 Descr iption Ro ll Update & Processing Hrs . -October 2019 Records Re tention T han k you for your busin ess. 13333 Northwest Freeway, Su ite 505 Invoice Date Invoice# 12/1/20 19 MD2-062 Qty Rate Amo unt 179 0.20 35 .80 0.25 75.00 18.75 0 .01 0.01 Total $54.56 ~ JO{.J,J'i lLJL 105<..4 • Houston, TX 77040 • PH:713-900·2680 • www.bamunitax.com Jurisdiction: MD2 Account No/Name/Address Jyrisdic!ioa Total~ (exclugf,ls RollQi!Ck Acc2ynts) Year Iax Levl£ Bal?~ Taxel? Que 2017 19,962.78 0.00 2018 49,461 .25 0.00 2019 73 299.93 69 336.38 69 ,336.38 JyrisdigjQn RollQ§!Ck AC!;;QUnts T 2tals Year Tax LeYl£ Base Tax~s Due 2017 5,306.29 3 ,222.60 2018 5 305.09 3 221 .40 6,444.00 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Delinquent Tax Rolf As of 11/30/2019 Cad No/Property Descr. l:!:!naltie§ Due Del. P&I Due 8ttli'. Fe~ Due i;scrow 8mt 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 .00 Pen§!lties Dye Del, P&I Du~ Attli'. Fee Dye Escrow Amt 271 .92 0.00 0.00 0 .00 64 .27 0.00 0.00 0 .00 336.19 0.00 0.00 0.00 To!sil Que 0.00 0.00 69 336.38 69 ,336 .38 TQta! Du~ 3,494 .52 3 285.67 6 ,780 .19 Count 0 0 10 10 Count 1 1 2 Page 1 12/4/2019 1:49 PM % Coll!;lcted 100.00% 100.00% 5 .41% 39.27% 39.28% Report Prepared by B&A Municipa l Tax www.bamunitax.com Honesty I Efficiency I Transparency I Accountability I Continuity MUNICIPAL TAX SERVICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 FOR THE MONTH ENDING October 31 , 2019 MAIN 7 13-900-2680 TOLL FREE 1-888-598-7409 1 MUNICIPAL TAX SERVI C E,LL C ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31 /19 RECEIVABLES SUMMARY 2019 Balance Forward Levy at 05/31/19 FYE CAD Changes I Uncollectible Outstanding Balance forward Prior Years (2018-2010) at 05/31/19 FYE CAD Changes I Uncollectible Total Levy to be collected Collection prior months (all years) 2019 Taxes Collected net NSF & KR Refunds during current month Taxes Collected for Prior Years net NSF & KR Refunds Total Outstanding Balance TAX ACCOUNT Income Taxes Collected Current Year Taxes Collected Prior Year Penalties & Interest Collection Fee Paid Overpayments NSF or Reversals , Bank Charges Other Fees & Court Costs, Etc Earned Interest Expenses Beginning Balance -Tax Account CK# 1052 B&A Municipal Tax Service , LLC -Invoice MD2-059 CK# 1053 B&A Municipal Tax Service, LLC -Invoice MD2-060 B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 Ending Balance -Tax Account MAIN 713-900-2680 TOLL FREE 1-888-598-7409 $0 .00 $76 ,036.03 $12.45 $0 .00 ($12.45) ($3 ,394.55 ) $0.00 $3 ,394 .55 $0 .00 $0 .00 $0 .00 $0 .00 $0.00 $33.19 $1 .26 $3,429.00 515.30 1,118.14 $1,633.44 76 ,036.03 12.45 76,048.48 (3,407.00l 72,641.48 4,185.75 7,614.75 5,981.31 2 MU N IC IP A L T AX SER V IC E,LL C ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/19 OUTSTANDING TAXES -YEAR TO DATE BALANCE FORWARD TAX @ CAD SUPPLEMENTS & YEAR 10/01/19 2019 $76,036.03 2018 $49,461.25 2017 $19,962.78 EXEMPTIONS & TAX RATES TAX HOMESTEAD YEAR EXEMPTION 2019 0 .00% 2018 0.00% 2017 0 .00% DISTRICT VALUES TAX LAND& YEAR IMPROVEMENTS 201 9 14,898 ,546 2018 9,881 ,920 2017 4 ,069,64 3 B & A MUNIC IPAL TAX SERVICE, LLC 13 333 NORTHWEST FREEWAY, STE 505 HOUSTON, T X 77040 CORRECTIONS $0.00 $0.00 $0.00 OVER 65/ DISABLED 0 0 0 AG NET 14,3 70 28,690 27 ,010 UNCOLLECTI BLE $0.00 $0.00 $0.00 M &ORATE 0 .50000 0 .50000 0 .50000 PERSONAL PROPERTY 909,6 70 309,850 0 COLLECTIONS $3,394.55 $49,461.25 $19,962.78 DEBT SERVICE RATE 0.00000 0.00000 0 .00000 EXEMPTIONS 615,380 32 8,210 104,0 96 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 OUTSTANDING TAXES $72,641.48 $0.00 ($0.00) $72,641.48 CONTRACT TAX RATE 0 .00000 0 .00000 0 .00000 TOTAL VALUE 15,207,206 9,892 ,250 3 ,992 ,557 COLLECTIONS PERCENTAGE 4.46% 100.00% 100.00% TOTAL RATE 0.50000 0 .50000 0.50000 SR KR C R C R 30 3 0 4 7 47 3 MUNICIPAL TAX SERVICE ,L LC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/19 BEGINNING BALANCE INCOME 10% Rendition Penalty Bad Check Charges CAD Refund Excess Allotment Collection Fee Earned Interest Overpayments Penalty & Interest Rollback Tax Collected Taxes Collected Total Income EXPENSES 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 Installment Tracking Unclaimed Property Report Legal Notices Mailing & Handling Meeting Travel & Mileage Overpayment Refund --- Public Hearing Records Retention Roll Update & Processing Senate Bill 2 to CAD (5 Yr History) Supplies Tax Assessor Collector Fee -AB Tax Rate Preparation & Calculation Transfer to Maintenance & Operating Transfer to Debt Service ENDING BALANCE B & A MUNICIPAL TAX SERVICE, LLC 13333 NO RTHWEST FREEWAY, STE 505 HO UST ON, TX 77040 PROFIT & LOSS CURRENT MONTH 10/01/19 -10/31/19 9,549.11 0 .00 0 .00 33.19 0.00 1.26 0.00 0 .00 0 .00 3,394.55 3,429.00 0 .00 0.00 0.00 0.00 0.00 37.80 0.00 0.00 0.00 0.00 0 .00 0.00 0.00 0.00 0 .00 0.00 377.44 0 .00 0.00 0 .00 75.00 16.25 3.16 515.30 0.00 4,338.41 0 .00 5,363.36 7.614.75 MAIN 7 13-900-2680 TOLL FREE 1-888-598-7409 FISCAL YEAR 6/01/19 -10/31/19 9,014.27 0.00 0.00 33.19 2.91 6 .19 0 .00 2.12 4,338.41 3,407.00 7,789.82 0.00 0.00 50.00 207.50 0.00 251.80 0.00 0.00 0.00 0 .00 30.00 2 .91 0 .00 0.00 0 .00 20.19 1,505.12 0.00 0.00 0.00 187.50 16.25 3.16 2,576.50 0.00 4 ,338.41 0.00 9,189.34 7.614.75 4 MUNICIPAL TAX SERVICE ,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 10/31/19 2019 October $3 ,394.55 November $0 .00 December $0 .00 January $0 .00 February $0 .00 March $0.00 April $0 .00 May $0 .00 June $0.00 July $0 .00 August $0 .00 September $0 .00 20191 20181 $3,394 .55 $0.00 B & A MUNIC IPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON, TX 77040 YEAR TO YEAR COMPARISON % 2018 4.46% $0 .00 0.00% $0.00 0.00% $0 .00 0.00% $38, 113.40 0.00% $11,321 .65 0.00% $0.00 0.00% $13.75 0.00% $0 .00 0.00% $0.00 0.00% $12.45 0.00% $0.00 0.00% $0.00 MONTHLY COLLECTIONS MAIN 7 13 -900-2680 TOLL FREE I-888-598 -7409 % 0.00% 0.00% 0.00% 77.06% 99.95% 99.95% 99.97% 99 .97% 99.97% 100.00 % 100.00 % 100.00% VARIANCE 4.46% 0.00% 0.00% -77.06% -99.95% -99.95% -99.97% -99.97 % -99.97% -100 .00% -100.00% -100 .00% 5 MUNICIPAL TAX SERV ICE,LL C ROCK PRAIRIE MANAGEMENT DISTRICT NO 2 FOR THE PERIOD ENDING 10/29/19 PLEDGED SECURITIES REPORT SECURITIES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE : YES TAX BANK ACCOUNT HELD AT: WEL LS FARGO / BANK OF NEW YOR K MELLO N COLLATERAL SECURITY REQUIRED : TYPE OF PLEDGED INVESTMENT: IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: BA MUNICI PAL TAX SERVICE 13333 NORTHWEST FREEWAY SUITE 505 HOUSTON TX 77040 M AIN 713-900-2680 TOLL FREE 1-888-598-7409 NO YES PS STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor-Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of November 2019. REBECCA LYNN BREWER Notary ID # 1258819 My Commi ss ion Expires March 1, 2020 ~ ~lL'-];l~ Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2020 MUNICIPAL TAX SERVICE, LLC Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 505 Houston TX 77040 Description Unit Count Avik Bonnerjee, RTA-Tax Assessor Collector Fee November 2019. 2018 Additional Unit Count Invoiced 2019 3 Thank you for your busin ess. Total 13333 No rthwest Freeway, Suite 505 • Houston, TX 77040 • PH: 713-900-2680 Pd. Invoice Date Invoice # 11/112019 MD2-059 Rate Amount 512.60 512.60 0.90 2.70 $515.30 • www.bamunitax.com 11~ /,I q <!_/L.. JD~ MUNICIPAL TAX SERVICE, LL C Copies BillTo Rock Prairie Manage ment District No. 2 13333 Northwest Freeway Suite 505 Houston TX 77040 Description S tatement Mailing and Handling (DMR-CR) Statement Mailing & Han dling (Agents) Record Retentio n Meeting Travel Time/Mileage/Time (September) Public Hearing/2019 Tax Rate Adoption Thank you for yo ur business. 13333 Northwest Freeway, Suite 505 Qty 251 0.25 Total • Houston, TX 77040 • PH: 713-900-2680 Invoice Date Invoice# 11/1 /20 19 MD2-060 Rate Amount 0.20 50.20 21.70 21.70 75.00 18.75 0.05 0.05 377.44 377.44 650.00 650.00 $1 ,118.14 • www.bamunitax.com Jurisdiction: MD2 Account No/Name/Address Jurisdiction Totals (excludes Rollback Accounts) ~ Tax b~l!Y Base Taxes Due 2017 19,962.78 0.00 2018 49,461.25 0.00 2019 76,036.03 72,641.48 72,641.48 JurisdictiQ!l Rollback Accounts Toti!l:l .Yw Ti!~ Lev~ Base Ta~s Due 2017 5,306.29 3,222.60 2018 5,305.09 3,221.40 6,444.00 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Delinquent Tax Roll As of 10/31/2019 Cad No/Property Descr. P~ria!ties Due Del. Pi!JI Due Att~ Fee Due Escrow8mt 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 0.00 Penalties Due D~I. E~I Due Atri E~~ Due Es~m2wAmt 271 .92 0.00 0 .00 0 .00 64.27 0.00 0.00 0.00 336.19 0.00 0.00 0.00 Total Due Count 0 .00 0 0.00 0 72,641.48 12 72 ,641.48 12 TQ!i!I Due Count 3,494.52 1 3,285.67 1 6,780.19 2 Page 1 11/7/2019 9 :16AM % Collected 100.00% 100.00% 4.46% 39 .27% 39.28% Report Prepared by B&A Municipal Tax www.bamunitax.com Honesty I Effic iency I Transparen cy I Accountabi l ity I Continuity MUNICIPAL TAX SERVICE ,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 B & A MUNIC IPAL TAX SERVICE, LLC 13333 NORT HWEST FREEWAY, STE 505 HO UST ON, T X 77040 FOR THE MONTH ENDING September 30 , 2019 MAIN 7 13 -900-2680 TOLL FREE 1-888-598-7409 1 MUNICIPAL T AX SERVI C E,LL C ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/19 RECEIVABLES SUMMARY 2018 Balance Forward Levy at 05 /3 1 /19 FYE CAD Changes I Uncollectible Outstanding Balance forward Prior Years (2017-2010) at 05/31/19 FYE CAD Changes I Uncollectible Total Levy to be collected Collection prior months (all years) 2018 Taxes Collected net NSF & KR Refunds during current month Taxes Collected for Prior Years net NSF & KR Refunds during c urrent month Tota l Outstanding Balance TAX ACCOUNT Income Taxes Collected Current Year Tax es Collected Prior Year Penalties & Interest Collection Fee Paid Overpayments NSF or Reversals , Bank Charges Other Fees & Court Costs , Etc Earned Interest Expenses Beginning Balance -Tax Account (Rollback Tax Collected) CK# 1049 Rock Prairie Management District 2 -Transfer Rollback to Operating CK# 1050 B&A Municipal Tax Service, LLC -In voice MD2-057 CK# 1051 B&A Municipal Tax Service, LLC -In voice MD2-058 B & A MUNI CIPAL TAX SERVICE, LLC 13333 NORTHWEST FREEWAY, STE 505 HOUSTON , TX 77040 Ending Balance -Tax Account MAJN 7 13-900-2680 TOLL FREE 1-888-598-7 409 $12.4 5 $0.00 $0.00 $0.00 ($1 2.45) $0 .00 $0 .00 $0.00 $0.00 $0.00 $0.00 $0 .00 $0 .00 $4 ,338.41 $2.21 $4,340.62 $4,338 .41 515 .3 0 509.65 $5,363.36 12 .45 0.00 12.45 (12 .45) 0.00 5,208.49 9,549.11 4 ,185.75 2 MUN IC IPAL T A X SERV ICE,LLC ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/19 OUTSTANDING TAXES-YEAR TO DATE BALANCE FORWARD CAD TAX @ SUPPLEMENTS & YEAR 10/01/18 2018 $49,461 .25 2017 $19,962.78 EXEMPTIONS & TAX RA TES TAX HOMESTEAD YEAR EXEMPTION 2019 0 .0 0 % 2018 0 .00 % 2017 0 .00% DISTRICT VALUES TAX LAND& YEAR IMPROVEMENTS 2019 14,898,546 2018 9 ,881 ,920 2017 4 ,069,643 B & A MUNICIPAL TAX SERV ICE, LLC 13333 NOR TH WEST FREE WAY, STE 505 HOUSTON, TX 77040 CORRECTIONS $0.00 OVER 65/ DISABLED 0 0 0 AGNET 14,370 28 ,690 27,010 UNCOLLECTI BLE COLLECTIONS $49,461.25 $19,962 .78 DEBT SERVICE M &ORATE RATE 0.00000 0.00000 0.50000 0.00000 0 .50000 0 .00000 PERSONAL PROPERTY EXEMPTIONS 909 ,670 6 1 5,380 309 ,850 328 ,210 0 104,096 MAIN 713-900-2680 TOLL FREE 1-888-598-7409 OUTSTANDING TAXES $0 .00 ($0.00) ($0.00) CONTRACT TAX RATE 0 .00000 0 .00000 0 .00000 TOTAL VALUE 15,207,206 9 ,892,250 3 ,992 ,557 COLLECTIONS PERCENTAGE 100.00% 100.00 % TOTAL RATE 0.00000 0.50000 0.50000 SR KR CR CR 30 30 4 7 47 3 ROCK PRAIRIE MANAGEMENT DISTRICT 2 MUNICIPAL TA X SERVICE ,LLC BEGINNING BALANCE INCOME FOR THE PERIOD ENDING 9/30/1 9 PROFIT & LOSS CURRENT MONTH 9/1/19 -9/30/19 6,364.50 0.00 0.00 10% Rendition Penalty Bad Check Charges ~-----------------Co 11 e ct ion Fee Earned Interest Overpayments Penalty & Interest ------------~ Rollback Tax Collected Ta xes Collected Total Income EXPENSES AudiURecords Bank Charges Bond Premium --- --------------CAD Fees Certificate of Value Copies Correction Roll Refunds Correction Roll Rendition Refunds 0.00 2 .21 0.00 0 .00 4 ,338.41 0 .00 4,340.62 0.00 0 .00 0.00 103.75 0.00 83.80 0.00 0 .00 -------------Continuing Disclosure Court Affidavits -----------~ Delinquent Tax Attorney Assistance Delinquent Ta x Attorney Fee Installment Tra cking Unc laimed Property Report Legal Notices Mailing & Handling Meeting Travel & _M_il_ea~g~e __________ _ Overpayment Refund Public Hearing --'"-----------~- Records Retention Roll Update & Processing Supplies Tax Assessor Collector Fee -AB 0.00 0.00 0.00 0.00 0 .00 0 .00 0 .00 0.72 377.44 0 .00 0 .00 0.00 75.00 0 .00 515.30 Ta x Rate Preparation_&_C_a_lc_ul_at_io_n _______ _ 0 .00 Transfer to Maintenance & Operating Transfer to Debt Serv ic e ENDING BALANCE B & A MUNICIPAL TAX SERVICE, LLC 13333 NORTH WEST FREEWAY, STE 505 HOUSTON, TX 77040 0 .00 0 .00 1,156.01 9.549.11 MAIN 713-900-2680 TOLL FREE 1-888 -598-7409 FISCAL YEAR 6/01 /19 -9/30/19 9 ,014.27 0.00 0 .00 2.91 4.93 0.00 2.12 4 ,338.41 12.45 4,360.82 0.00 0 .00 50.00 207.50 0.00 214.00 0 .00 0.00 0 .00 0.00 30.00 2 .91 0 .00 0.00 0 .00 20.19 1,127.68 0 .0 0 0 .00 0 .00 112 .50 0 .00 2,061 .20 0.00 0.00 0.00 3 ,825.98 9.549.11 4 MUNICIPAL TAX SERVICE,LLC October November December January February March ROCK PRAIRIE MANAGEMENT DISTRICT 2 FOR THE PERIOD ENDING 9/30/19 YEAR TO YEAR COMPARISON 2018 % 2017 % $0.00 0.00% $0.00 0 .00% $0.00 0.00% $0.00 0 .00% $0.00 0.00% $0.00 0.00% $38, 113.40 77.06% $0.00 0.00% $11 ,321 .65 99.95% $1,665 .60 8.34% $0.00 99.95% $18 , 167.71 99.35% April $13.75 99.97% $0 .00 99.35%1 ~ May $0.00 June $0 .00 - July $12.45 August $0 .00 September $0.00 20181 20171 $0.00 $0.00 B & A MUNICIPAL TAX SER VI CE, LLC I 3333 NORTHWEST FREEWAY, STE 505 HOUST ON, T X 770 40 99.97% $0 .00 99.97% $0.00t 100.00 % $12.45 100.00% $0.00 100.00% $0.00 MONTHLY COLLECTIONS MAIN 7 13-900-2680 TOLL FREE 1-888-598-7409 I 99.35% I 99.35% 99.41% 99.41% 99.41% VARIANCE 0 .00% 0.00% 0.00% 77 .06% 91 .61% 0.60% - 0.62% 0.62% - 0.62% - 0.59% 0.59% 0.00% 5 MU NIC IPA L T AX SERV ICE ,LLC ROCK PRAIRIE MANAGEMENT DISTRICT NO 2 FOR THE PERIOD ENDING 09/25/19 PLEDGED SECURITIES REPORT SECURITIES PLEDGED AT 105% OVER FDIC INSURED $250,000 COLLATERAL SECURITY AGREEMENT ON FILE : YES TAX BANK ACCOUNT HELD AT: W ELLS FARGO / BANK OF NEW YORK M ELLO N COLLATERAL SECURITY REQUIRED : TYPE OF PLEDGED INVESTMENT: IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY : B A M UNICIPAL TAX SERVICE 13333 NOR TH WEST FREEWAY SUITE SOS HOUSTON TX 77040 MAIN 713 -900-2680 TO LL FREE 1-888-598-7409 NO YES PS 1 STATE OF TEXAS § COUNTY OF BRAZOS § Avik Bonnerjee , being duly sworn , says that he is the Tax Assessor-Collector for the above named District and the foregoing contains a true and correct report accounting for all taxes collected for said District during the month therein stated. l~ Avik Bonnerjee, RTA SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of October 2019. REBECCA LYNN BREWER Notary ID # 1258819 My Commiss io n Exp· ires March 1, 2020 {2fu.w.. Lkw if_~ Rebecca Lynn Brewer Notary Public, State of Texas Notary ID #1258819 My Commission Expires March 1, 2020 ~ Cs: -' -~-~ cs-~ .. ·'.> ~~";ft~ ... \ (---· -•• Ln c:i D (f)c..i ......... ~~ 0 CD ro ~ ;i;; DEPOSIT TICKET • Welts Fargo Banlc; N.A. Texas • --· :-~ .... · DATE I .<': ... , / ,• DEPOSITS MAY NOT BE AVAILABlE FOfi IMMEDIATE WITHDRAWAi I DOLLARS I CE:NTS CURRENCY :0 ICOIN I I 3 CHECKS USTEACH c;.; 'ti I l'c f -·· •.-.. ; ' · 1 --,,...~ i f ~ :o, 1! 'iJ.f i ; .r: t ; .. J, -',:'<~< r.; (..,) $ .... ;..,.·) 'l :" . ~ t ,__.. (. _,,., •• .... ~ '. " SEPARATELY ::i:Z-f-oOl>m c::OXs; (/) -! "'11 )> -1~c:z I =-:;. I '/' I I O<:Z)> " zmcG) ,, :;~l>~ I A 0/ I ·p., >P i iii v .... )x ""gm D :-..... :::I § o ~ I •, ', ....&», I =--=I I '-.....'o.::'C D ·--··-~ <n ~ 2 , U-1 --.\··, ill ~ 11----,~~,..., ... ---'=--+---'"""'-+----4 ..a ·~.; . :n U-1 -~. gi _o _ .. ,,. UI -I ::. -...... ._ ... r D ..a ... ..a Ln ... n.J c:i • ~\.-~-':. I --1 -io m-1 s:: }> en, B ~ ...,._ ~---~ <~_;,J .!(:::::..~. ........... __ _ 10 11 13 14 15 16 17 r9r~L . ., __ ,.., ;_4l ~=> ··)?:::· '-fi ' j CHECKS AND OTHER ITEMS ARE -RECEIVED FOR DEPOSIT SUBJECT TO THE PROVI-SIONS OF THE UNIFORM COMMERCIAL CODE AND ANY APPLICABLE COLLECTION AGREEMENT. Prepared By Please Print Verified By MUNIC I PA L TAX SERV ICE, LL C Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 505 Houston TX 77040 Description Unit Count Avik Bonnerjee, RTA -Tax Assessor Collector Fee October 2019. 2018 Additional Uni t Count Invoiced 2019 3 Thank you for yo ur business. Total 13333 No rthw t es Freeway. Suite 505 • Houston, TX 77040 • PH. 713-900-2680 Invoice Date Invoice# 10/1/2019 MD2-057 Rate Amount 512.6 0 512.60 0 .90 2.70 $515.30 ('\I] /I I , -__;-.. II/fl\.. /tJ. I • / '1 U..-fC. I U .J • www.bamumtax.com MUNICIPAL TAX SERVICE, LL C Bill To Rock Prairie Management District No. 2 13333 Northwest Freeway Suite 505 Houston TX 77040 Descript ion Office Supplies DMR Supplies: Perforated Statement Paper, Envelopes, Return Envelopes Copies Roll Update & Processi ng Hrs. (Septembe r 2019 Rolls thru Supplemental I) Meeting Travel Time/Mileageffime (August 2019) Senate Bill 2 -Five Year History to CADS Thank you for your business. 13333 Northwest Freeway, Suite 505 • Houston, TX 77040 Qty • Invoice Date Invoice# I0/112 019 MD2-058 Rate Amount 0.15 0.15 3.01 3.01 189 0.20 37.80 I 75.00 75.00 377.44 377.44 16 .25 16.2 5 Total $509.65 EXHIBIT ''D'' ~ EHRA '-....../ ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ENGINEERIN G REPORT DECEMBER 2019 E ngineering Report, including: TBPENo. 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 p lans, including District. 1. Status of design of L akeway Drive Reserve, Phase 200. No Update. Board Action: None. b. Authorize the award of/ or concurr ence in award of contracts for the co nstr uction of facilities within the District, authorizing acceptance of Texas E thics Commissions ("TEC") Form 1295; and approval of any storm water permits. No Update. Board Action: None. c. Status of construction of facilities to serve land within the District, including the ap proval of any pay estimates an d ch ange orders; and authorize acceptance of TEC Form 1295, including: 1. Construction of o n-site sanita ry sewer trunk line by Greens Prairie Investor s, Ltd. Contractor Contract Days Approved Exte nsions Contract Completi on Date Contract Bid Amou nt Total Contract Amount Total Pay Reques ts Remai ning on Con tract Greens Prairie Investors, Ltd. 120 0 8/30/2018 S322.584.00 $322,584.00 SO.D O $322,584.00 Construction i s substantially complete. Board Action: None. I':\ 15 1-068-00\Docs\Reports \ 12 Dec 2019 .doc days days Date Approved 5/2/2018 Comment Notice to Proceed Issued 100.00% of Contract Remaining Rock Prairie Management District No. 2 December 2019 Page 2 2. Construction of water, sanitary, drainage and paving facilities for Bird Pond Road by Brazos P aving, Inc. Contractor Bravos Paving, Inc. Contract Days 300 Approved Extensions 22 Contmt Completion Date 8/19/2019 Contract Bid Amou nt $4,784,000.00 Quanti~· Adjustment No. 1 ($366,609.99) Change Ord er No. 1 $80,296.40 Change Order No. 2 &169,865.93 Quantity Ad justment No. 2 ($107,280.00) Quantity Adjustment No. 3 $4,1 21.90 Change Order No. 3 $32,800.00 Total Contract Amoun t $4,597,194.24 Pay Reques t No . 1 $94 ,060.58 Pay Reques t No. 2 $36 1,440.16 Pay Re<jues t No. 3 $15 7,923.9 1 Pay Reque st No. 4 $198,528.22 Pay Reques t No. 5 $23 1,434.60 Pay Reques t No . 6 $334,237.70 Pay Request No. 7 $3 42,106.70 Pay Request No. 8 $268,160.84 Pay Request No. 9 $563,978.60 Pay Request No. 10 $507,907.07 Pay Requ es t No . 11 $393, 729 .40 Pay Request No. 12 $474.737.38 Total Pay Re<ju ests $3 ,928,245 .16 Remaining on Contract $668,9 49 .08 Construction is underway. days days Date A(!i;ltQved 10/1/2018 7/11 /20 19 7/11 /2019 7 /11 /2019 7/11 /2019 7 /11 /2019 For Approval 1/17/2019 I/17/2019 2/14/20 19 2/14/2019 4/18/2019 7 /1 1/201 9 7/11 /2019 7/11/2019 7 /11 /201 9 9/12/2019 For Approval For Approval CQmment Notice to Proceed Issued Removed 600 LF ofRoadway Added Waterli ne Crossings fo r Future Single Family Sections Design changes in Street Lights and additional Wa terline crossings to serve future developments Remo ved Stree t Light Poles Additional Excavation Additonal Storm Sewer 14.55% of Con tract Remain ing Board Action: Approve Pay Request No. 11 and12; and Change Order No. 3. P:\ 151 ·068·00\Docs\Report~\ 12 D ec 20 19 .doc 10555 Westoffice Dr ive I Houston, Texas 77 042 t 713.784 .4500 If 713 .784 .4577 I www.EHRAinc.com ~ EHRA '-..__./ Rock Prairie Management District No. 2 December 2019 Page 3 3. Midtown Reserve Subdivision Phase 100 by Greens Prairie Investors, L td. (26 lots) Contractor Greens Prairie fnves tors, Ltd. Contract Days 120 days Approved Extensions 0 da)'S Contract Completion Date Contract Bid Amoun t S447 .933.00 Total Contract Amount $44 7 ,933.00 Total Pay Requests so.oo Remaining on Contract $447,933.00 Paving and Utilities are Substantially Complete. Board Action: None. Date Approved Comment Notice to Proceed Issued 100.00% of Con trac t Remaining 4. Midtown Reserve Phase 102 by Greens Prairie Investors, Ltd (62 Lots) Co ntractor Greens Prairie lnves tors , Ltd. Contrac t Days 120 days Approved Exte nsions 0 days Contrac t Completion Da te Date Appro ved Comm ent Contract Bid Amo unt 3791,038.75 Notice to Proceed Issued Total Co ntract Amoun t $791,038.7 5 To tal Pay Reques ts $0.00 Remai ni ng on Co nt ract $791,038.75 100.00% of Contract Rem aining P aving a n d U tilities ar e Sub stan tia lly Complete. Board Actio n: Non e. P:\ 15 1-068-00\Docs\Rcpor ts\ 12 De c 2019.doc 10555 We stoffice Dri ve I Houston , Texa s 7704 2 t 713.784.4500 If 713 .784 .457 7 I www .EHRAi nc.com ~ EHRA '-/ Rock Prairie Management District N o. 2 December 20 19 Page 4 5. Midtow n Reserve Phas e 104 b y Greens Prai rie Investors, L td . Contr actor Greens Prairie In vesto rs, Ltd. Co n tract Days 160 days Appro1•ed Ex tens ions 0 days Co ntrac t Completion Date Date Approved Contract Bid Amoun t $471.65 5.50 Total Contract Amount $471,65 5.50 Total Pay Requ es ts $0.00 Comm ent Notice to Proceed Issued Remaining on Co ntract $4 71 ,655.50 100.00% of Co ntrac t Remaining Co n struction is underway. B oa rd Action: N o n e. 6. Midtown City Center P hase 601 by Ellio tt Const ru ction, L L C Con tr actor Elliot Cons truction, LLC Con tract Days 100 days App roved Ex tensio ns 0 days Co ntract Co mp le tion Date Date Approved Co ntrac t Bid Am ount $469,831.00 Total Co ntrac t Amount $469,83 1.00 Pa y Reque st No . 1 $160,360.48 Fo r Approval Total Pai• Reques ts $160,360 .48 Co mm ent No tice to Proceed Issued Remai ning on Co ntrac t $309,470.52 65.87% of Co ntract Remaining Cons truc tion is underway. Boar d Action: Approv e P ay Re ques t N o. 1. P:\ 151-068-00\Docs\Reports\ 12 Dec 2019.doc 10555 Westoffice Drive I Houston, Texas 77042 t 713 .784 .4500 I f 713 .784 .4577 I www .EHRAinc.com Rock Prairie Management Di stric t No. 2 December 20 19 Page 5 d. Acceptance of site and/ or easement conveyances for facili ties to be constructed for the District; and accep tance of facilitie s for opera tion and maintenance purposes. Board Action: None. e. Adoption o f a plan relative to future proposed recreational facili ties and adoption of a Resoluti o n Adopting Plan for recreational facilities. Board Action: N one. f. Status of accepta nce by the City o f Coll ege Station, Texas, fo r maintenance of stree ts. As-Built Construction Package has b een submitted to the City of College Station. Board Action: None. P:\1 51 -068-00\Docs\Reports\12 Dec 2019.doc 10555 Westoffi ce Drive I Houston , Texas 77042 t 713 .784 .4500 I f 713 .7 84.4577 I www .EH RAinc .c om ~ EHRA '-../