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HomeMy WebLinkAbout11/13/2015 - Special Minutes - Rock Prairie Management District No. 2 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS November 13, 2015 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in special session, open to the public on November 13, 2015, at 809 University Drive East, Suite 101A, College Station, Brazos County, Texas 77840, in accordance with the duly posted notice of special 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 Jeffrey W. Brown- Secretary Randall G. Rother—Assistant Secretary and all of said persons were present, except Directors Ariss and Brown, thus constituting a quorum. Also present were James Murr of College Station Town Center, L.P. ("CSTC"); Blake McGregor and Jim Russ of Edminster, Hinshaw, Russ and Associates, Inc. ("EHRA"); and Howard Cohen of Schwartz, Page & Harding, L.L.P. ("SPH"). The President called the meeting to order and declared same open for such business as might properly come before it. APPROVAL OF MINUTES As the first order of business, the Board considered approval of the minutes of its meeting held on August 18, 2015. After review and discussion, Director Geva moved that the minutes for said Board meeting be approved, as written. Director Glover seconded said motion, which unanimously carried. RATIFY APPROVAL OF DISTRICT REGISTRATION FORM The Board considered approving and ratifying the preparation and filing with the Texas Commission on Environmental Quality ("TCEQ") of a District Registration Form ("DRF") to report the initial Directors of the District and their respective offices and terms of office. After discussion, Director Geva moved to approve and ratify the preparation and filing of the DRF by SPH on behalf of the District. Director Glover seconded said motion, which unanimously carried. BOOKKEEPER'S REPORT The Board deferred consideration of the Bookkeeper's Report, as no representative of the District's Bookkeeper was present and no report was prepared for this meeting. OPERATING BUDGET FOR FISCAL YEAR ENDING MAY 31,2016 Mr. Cohen presented for the Board's review a proposed operating budget for the District's fiscal year ending May 31, 2016. In connection therewith, Mr. Cohen advised the Board that a copy of such operating budget was forwarded to the City of College Station, Texas (the "City") for review. He reported that no comments to the operating budget have been received from the City to date. After discussion, Director Geva moved that the operating budget for the District's fiscal year ending May 31, 2016 be approved and adopted. Director Rother seconded said motion, which unanimously carried. A copy of the operating budget thus approved is attached hereto as Exhibit A. ENGINEER'S REPORT Mr. MacGregor advised the Board that EHRA is currently working on the District's official boundary map. No action was required by the Board at this time. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr provided an update on the development plans for the District. APPROVAL OF UTILITY AND ROAD AGREEMENT Mr. Cohen then presented for the Board's consideration a Utility and Road Agreement between the District and the City. Mr. Cohen advised the Board that pursuant to such agreement, the District will acquire for the benefit of, and for ultimate conveyance to, the City, facilities needed to provide utility service and road infrastructure to lands to be developed within and near the boundaries of the District and the City. Following discussion, Director Geva moved that the Utility and Road Agreement be approved as presented and that the President and Secretary of the Board be authorized to execute and attest same on behalf of the Board and District. The motion was seconded by Director Glover and unanimously carried. A copy of the Utility and Road Agreement thus approved is attached hereto as Exhibit B. APPROVAL OF PARTIAL ASSIGNMENT OF INFRASTRUCTURE AND ECONOMIC DEVELOPMENT AGREEMENT Mr. Cohen then presented for the Board's consideration a Partial Assignment of Infrastructure and Economic Development Agreement between the City and College Station Land Development L.P. ("CSLD") to the District. Mr. Cohen reviewed the terms of the assignment and agreement with the Board. Following discussion, Director Geva moved that the Partial Assignment of Infrastructure and Economic Development Agreement be approved as - 2 - 434710-1 presented and that the President of the Board be authorized to execute same on behalf of the Board and District. The motion was seconded by Director Rother and unanimously carried. A copy of the Partial Assignment of Infrastructure and Economic Development Agreement thus approved is attached hereto as Exhibit C. ESTABLISHMENT OF REGULAR MEETING DATE AND TIME FOR BOARD OF DIRECTORS The Board deferred action on the establishment of a regular meeting date and time for the Board of Directors of the District. SUPPLEMENTAL AGENDA: CANVASS RETURNS OF THE BOND AND MAINTENANCE TAX ELECTION AND ADOPTION OF AN ORDER IN CONNECTION THEREWITH. The Board next considered canvassing the returns of the Bond and Maintenance Tax Election("Election") held within the District on November 3, 2015,and the adoption of an Order Declaring Results of Bond and Maintenance Tax Election ("Order") in connection therewith. There was presented to the Board the Election returns and all other instruments in connection with said Election, all of which were examined and canvassed by the Board and found to be proper, legal and regular in all respects. It appeared that the proposition for the levy of an ad valorem tax for maintenance purposes had carried; that the propositions for the authorization of the issuance of water, sanitary sewer and drainage bonds and road facilities bonds and the levy of ad valorem taxes adequate to provide for the payment of such bonds had carried; that the propositions for the issuance of refunding bonds and the levy of a sufficient tax upon all taxable property within the District had carried; that all legal requirements for the ordering of such Election had been met, and that said Election had been legally held and consummated in all respects. After discussion on the matter, it was moved by Director Geva, seconded by Director Rother and unanimously carried, that the Order be passed and adopted by the Board. A copy of the Order is attached hereto as Exhibit D. APPROVAL OF DISTRICT INFORMATION FORM RELATIVE TO THE BOND AND MAINTENANCE TAX ELECTION Mr. Cohen presented to and discussed with the Board a District Information Form required pursuant to §49.455 of the Texas Water Code. After discussion on the matter, Director Geva moved that the Board approve such District Information Form, authorize the execution of same by the Board members in attendance at the meeting, and authorize SPH to record same in the Real Property Records of Brazos County, Texas, in accordance with applicable legal requirements. Director Glover seconded said motion, which unanimously carried. - 3 - 434710-1 ATTORNEY'S REPORT The Board considered the Attorney's Report. Mr. Cohen advised the Board that he had nothing of a legal nature to discuss with the Board that was not already covered under previous agenda items. FUTURE AGENDA ITEMS The Board considered items for placement on future agendas. 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 Geva, seconded by Director Rother,and unanimously carried, - meeting was adjourned. A sistant Secretary - 4- 434710.1 LIST OF ATTACHMENTS Rock Prairie Management District No, 2 Minutes of Meeting of November 13,2015 Exhibit A- Operating Budget for Fiscal Year Ending May 31, 2016 Exhibit B - Utility and Road Agreement Exhibit C - Partial Assignment of Infrastructure and Economic Development Agreement Exhibit D- Order Declaring Results of the Bond and Maintenance Tax Election - 5 - 434710-1 Rock Prairie Management District No.2 Proposed Budget for Fiscal Year Ending May 31,2016 Proposed 2016 Budget Income 12460 • Developer Advance 89,744 14380 • Other Income 24 Total Income 89,768 Expense 16330 • Legal Fees 50,000 16350 • Engineering Fees 20,000 16370 • Election Expense 10,000 16430 • Bookkeeping Fees 3,000 16460 • Printing& Office Supplies 500 16470 • Filing Fees 1,000 16480 • Delivery Expense 600 16520 • Postage 120 16530 • Insurance 3,348 16560 • Miscellaneous Expense 1,200 Total Expense 89,768 Net Income 0 UTILITY AND ROAD AGREEMENT THE STATE OF TEXAS § COUNTY OF BRAZOS § THIS AGREEMENT made and entered into as of the date herein last specified, by and between the CITY OF COLLEGE STATION, TEXAS (the "City"), a municipal corporation and home-rule city located in Brazos County, Texas, and ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, created as a body politic and corporate and a governmental agency of the State of Texas under the provisions of Article III, Sections 52 and 52-a and Article XVI, Section 59 of the Texas Constitution, and operating pursuant to Chapter 3909, Special District Local Laws Code and Chapter 375, Texas Local Government Code, as amended (hereinafter the term "District" (as defined herein). WITNESSETH: WHEREAS, the District was created within the corporate limits of the City, for the purposes of, among other things, providing water distribution, wastewater collection and drainage, recreational, road and related facilities (as more fully defined below, the "Facilities"), to serve development occurring within the corporate limits of the City situated within the boundaries of the District, by financing and purchasing the Facilities;and WHEREAS, the City by resolution no. 07-09-15-02 has consented to the creation of the proposed District pursuant to the conditions described in said resolution (the "City Consent Resolution"); and WHEREAS, under the authority of Chapter 791, Texas Government Code and Section 552.014, Texas Local Government Code, the City and the District may enter into an agreement under the terms of which the District will acquire for the benefit of, and for ultimate conveyance to, the City, the Facilities needed to provide utility service and road infrastructure to lands being developed within and near the boundaries of the District and the City; and WHEREAS, the parties understand and agree that this Agreement does not constitute, and shall not be construed as, an"allocation agreement" within the meaning of Texas Water Code Section 54.016(f); and WHEREAS, the City and the District have determined that they are authorized by the Constitution and laws of the State of Texas to enter into this Agreement and have further determined that the terms, provisions and conditions hereof are mutually fair and advantageous to each;NOW,THEREFORE; AGREEMENT For and in consideration of these premises and of the mutual promises, obligations,covenants and benefits herein contained, the District and the City contract and agree as follows: ARTICLE I DEFINITIONS The capitalized terms and phrases used in this Agreement shall have the meanings as follows: "Approving Bodies" shall mean the City, the Commission, the Attorney General of Texas, the Comptroller of Public Accounts of Texas, the United States Department of Justice and all other federal and state governmental authorities having regulatory jurisdiction and authority over the financing, construction or operation of the Facilities or the subject matter of this Agreement. "Bonds" shall mean the District's bonds, notes or other evidences of indebtedness issued from time to time for the purpose of financing the costs of acquiring, constructing, purchasing, operating, repairing, improving or extending the Facilities, whether payable from ad valorem taxes, the proceeds of one or more future bond issues or otherwise, and including any bonds, notes or similar obligations issued to refund such bonds. "City Manager" shall mean the City Manager of the City. "Commission" shall mean the Texas Commission on Environmental Quality or its successor agency of the State of Texas having jurisdiction over the District. "District" shall mean Rock Prairie Management District No. 2, a body politic and corporate and a governmental agency of the State of Texas organized under the provisions of Article XVI, Section 59 and Article III, Sections 52 and 52-a of the Texas Constitution, Chapter 3909, Special District Local Laws Code and Chapter 375, Local Government Code, as amended, and which includes within its boundaries approximately 270.58 acres of land described on Exhibit "A" attached hereto, and any land that is annexed to the District with the consent of the City. - 2- "District Assets" shall mean (i) all rights, title and interests of the District in and to the Facilities, (ii) any Bonds of the District which are authorized but have not been issued by the District, (iii) all rights and powers of the District under any agreements or commitments with any persons or entities pertaining to the financing, construction or operation of all or any portion of the Facilities and/or the operations of the District,and (iv) all books, records, files, documents,permits, funds and other materials or property of the District. "District's Obligations" shall mean(i) all outstanding Bonds of the District, (ii) all other debts, liabilities and obligations of the District to or for the benefit of any persons or entities relating to the financing,construction or operation of all or any portion of the Facilities or the operations of the District, and (iii) all functions performed and services rendered by the District, for and to the owners of property within the District and the customers of the Facilities. "Facilities" shall mean and include the water distribution, sanitary sewer collection, transportation and treatment, and stormwater collection, detention and drainage systems, recreational, road improvements and improvements in aid of the roads, including street lighting, landscaping, sidewalks and signage within the road right-of-way, and related facilities constructed or acquired or to be constructed or acquired by the District to serve lands within and adjacent to its boundaries, and all improvements, appurtenances, additions, extensions, enlargements or betterments thereto, together with all contract rights, permits, licenses, properties, rights-of-way, easements, sites and other interests related thereto. For purposes of conveyance to the City in Article III,Facilities do not include stormwater detention facilities or recreational facilities. "UDO" means the Unified Development Ordinance of the City of College Station,as amended. ARTICLE II DESCRIPTION,DESIGN, FINANCING AND CONSTRUCTION OF THE FACILITIES 2.01. Facilities. The Facilities shall be designed and constructed in compliance with all applicable requirements and criteria of the applicable Approving Bodies, including the UDO. The District shall not be required to design and construct the Facilities to requirements more stringent than the City's requirements and criteria applicable to all design and construction within the City's jurisdiction, unless required by State or Federal regulation or code. The District shall design, construct or extend the Facilities in such phases or stages as the District,in its sole discretion,from time to time may determine to be economically feasible. - 3 - 2.02. Water Distribution and Supply Facilities. The City shall provide the District with its ultimate requirements for water production supply as needed and required by the District, and same shall be provided without capital charges of any kind. The City shall supply water through water supply lines located at the points of connection to be determined by the City and the District through the plan approval process. In the provision of water supply to the District, the District will be subject to all rules and regulations concerning water capacity or supply generally applicable to water consumers including water conservation and drought contingency rules. The District will pay all design, easement, and construction costs for all off-site infrastructure that is required to provide City water service to the District, and all on- site water infrastructure, unless City requires any oversizing to serve land outside the District, which oversizing will be funded pursuant to the terms of the City's Unified Development Code. The District may make other points of connection to the City's water supply system as approved by the City engineer. 2.03. Wastewater Treatment Plant Facilities. The City and the District agree that the property located within the District is designated as part of the service area of the Lick Creek Wastewater Treatment Plant. The City represents that at this time it has sufficient capacity in the Lick Creek Wastewater Treatment Plant to serve the full development of the District as needed. 2.04 Wastewater Connections. The District will pay all design, easement, and construction costs for all off-site and on-site wastewater infrastructure that is required to collect wastewater and cause the wastewater to flow to the treatment plant. The District and City engineer will agree as to the mutually acceptable points of connection to the City's wastewater treatment system. All wastewater collected from customers within the District shall be delivered by gravity sewer through the wastewater points of discharge. Notwithstanding the foregoing, the City shall not allow to be made any connection to the District's sanitary sewer system until,with respect to such connection: (1) the City has inspected the connection and premises and has issued a building permit for that connection; and (2) pursuant to the City ordinances, all buildings or structures served by connections shall be located entirely within the boundaries of a lot or parcel shown in a preliminary plan, final plat, site plan, or replat filed with and finally approved by the City Planning Sr Zoning Commission of the City and duly recorded in the official records of the county where the property is located (provided this limitation shall not apply if no preliminary plan, final plat, site plan, or replat is required by applicable State statutes,City ordinances or City Planning&Zoning Commission regulations). - 4- 2.05. Letter of Assurance and Issuance of Assignments of Capacity by the District. The City agrees that, from time to time, the City shall, upon reasonable request, issue a letter of assurance to the District upon reasonable request of the District that the City has capacity in the Lick Creek Wastewater Treatment Plant and/or has sufficient water supply to serve the District. ARTICLE III OWNERSHIP,OPERATION AND MAINTENANCE OF FACILITIES 3.01. Ownership by the City. As the Facilities described in Article II (except for stormwater detention and recreational facilities) are acquired and constructed by the District, the District shall convey the same to the City free and clear of any encumbrances in a form of deed acceptable to the City. For purposes of this Article III, Facilities does not include stormwater detention facilities or recreational facilities as the City will not take ownership of stormwater detention facilities or recreational facilities. 3.02. Operation by the City. As construction of each phase of the Facilities is completed, representatives of the City shall inspect the same and, if the City finds that the same has been completed in accordance with the approved plans and specifications, the City will accept the same, whereupon such portion of the Facilities shall be operated and maintained by the City at its sole expense as provided herein. In the event that the Facilities have not been completed in accordance with the approved plans and specifications the City will immediately advise the District in what manner the Facilities do not comply, and the District shall immediately correct the same;whereupon the City shall again inspect the Facilities and accept the same if the defects have been corrected. During the term of this Agreement, the City will operate the Facilities and, as to water and wastewater infrastructure, provide service to all users within the District without discrimination. The City shall at all times maintain the Facilities or cause the same to be maintained, in good condition and working order and will operate the same, or cause the same to be operated, in an efficient and economical manner at a reasonable cost and in accordance with sound business principles in operating and maintaining the Facilities, and the City will comply with all contractual provisions and agreements entered into by it and with all valid rules, regulations, directions or orders by any governmental administrative or judicial body promulgating the same. 3.03. Rates and Meters. The City shall bill and collect fees from District customers of the water and wastewater system and shall from time to time fix or adjust such rates and charges for such customers of the system as the City, in its sole discretion, determines are necessary; provided that the rates and charges for services afforded by the system will be equal and uniform to those charged other similar classifications of users in non-municipal utility district areas of the City. All water and wastewater revenues from the District customers shall belong exclusively to the City. - 5 - The City shall be responsible for providing and installing any necessary meters for the individual customers. 3.04. Tap Fees / Connection Charges. Notwithstanding any City ordinance to the contrary, the City will impose a charge for tap fees or connections to the water and wastewater system at a rate to be determined from time to time by the City, provided the charge is equal to the sums charged other City users for comparable connections, and the connection charges shall belong exclusively to the City. 3.05 Condemnation of Property. Pursuant to Chapter 3909, Special District Local Laws Code,the District may not exercise the power of eminent domain. ARTICLE IV FINANCING OF FACILITIES 4.01 Authority of District to Issue Bonds. The District shall have the authority to issue,sell and deliver Bonds from time to time, as deemed necessary and appropriate by the Board of Directors of the District,for the purposes, in such form and manner and as permitted or provided by federal law, the general laws of the State of Texas and the City's Consent Resolution. The authorizing order or resolution regarding the issuance of bonds, which bonds shall be and remain obligations of the District until its dissolution, must be approved the City Council to the extent that such resolution is in compliance with the City's Consent Resolution. At least thirty (30) days before the issuance of bonds, except refunding bonds, the District's financial advisor shall certify in writing that bonds are being issued within the existing economic feasibility guidelines established by the TCEQ,if applicable, whether or not the District has been approved by the TCEQ. The report, provided to the City Manager,should also state the following: • The amount of bonds being proposed for issuance, • The projects to be funded by such bonds, • The proposed debt service tax rate after issuance of the bonds. Within thirty (30) days after the District closes the sale of a series of bonds, the District shall deliver to the City Manager a copy of the final official statement for such series of bonds as well as any additional information requested by the City and provide the City with a complete transcript of bond proceedings within sixty (60) days after the date the bonds are delivered. Terms of any refunding proposed by the District must be approved by the City Council. -6 - 4.02 Purpose for Bonds and Use of Bond Proceeds. The District will issue Bonds only for the purpose of purchasing and constructing or otherwise acquiring Facilities, or parts thereof, and to make any and all necessary purchases, construction, improvements, extensions, additions, and repairs thereto, and purchase or acquire all necessary land, right-of-way, easements, sites, equipment, buildings, plants, structures, and facilities therefor within or without the boundaries of the District, and providing for developer interest and for any necessary capitalized interest and costs of issuance. 4.03 Bond Provisions. The District's Bonds shall expressly provide that the District reserves the right to redeem the Bonds on any date subsequent to the eighth anniversary of the date of issuance without premium and will be sold only after the taking of public bid therefore. None of such Bonds, other than refunding bonds, will be sold for less than 95% of par; provided that the net effective interest rate on Bonds so sold, taking into account any discount or premium as well as the interest rate borne by such bonds, will not exceed two percent above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one-month period next preceding the date notice of the sale of such bonds is given, and that bids for the bonds will be received not more than forty-five days after notice of sale of the bonds is given. The Bonds shall not have a maturity of more than thirty years and shall not provide for more than twenty-four months of capitalized interest. 4.04. Bonds as Obligation of District. Unless and until the City shall dissolve the District and assume the properties, assets, obligations and liabilities of the District, the Bonds of the District, as to both principal and interest, shall be and remain obligations solely of the District and shall never be deemed or construed to be obligations or indebtedness of the City; the Bonds shall not contain a pledge of any of the water and wastewater revenues. 4.05. Construction by Third Parties. From time to time, the District may enter into one or more agreements, (hereinafter, "Development Financing Agreement") with landowners or developers of property located within or in the vicinity of the District whereby such landowners or developers will undertake, on behalf of the District, to pre-finance and pre-construct, in one or more phases,all or any portion of the Facilities. Under the terms of each Development Financing Agreement, the landowners or developers will be obligated to finance and construct the Facilities in the manner which would be required by law if such work were being performed by the District. Each Development Financing Agreement will provide for the purchase of the Facilities from the landowners or developers using the proceeds of one or more issues of Bonds, as otherwise permitted by law and the applicable rules, regulations and guidelines of the applicable Approving Bodies or as provided in Section 5.01 below. -7 - ARTICLE V DISTRICT TAXES 5.01. District Taxes. The District is authorized to assess, levy and collect ad valorem taxes upon all taxable properties within the District to provide for (i) the payment in full of the District's Obligations, including principal,redemption premium, if any, or interest on the Bonds and to establish and maintain any interest and sinking fund, debt service fund or reserve fund and (ii) for maintenance purposes, all in accordance with applicable law. The parties agree that nothing herein shall be deemed or construed to prohibit, limit, restrict or otherwise inhibit the District's authority to levy ad valorem taxes as the Board of Directors of the District from time to time may determine to be necessary. The City and the District recognize and agree that all ad valorem tax receipts and revenues collected by the District shall become the property of the District and may be applied by the District to the payment of all or any designated portion of the principal or redemption premium, if any, or interest on the Bonds or otherwise in accordance with applicable law. Each party to this Agreement agrees to notify the other party as soon as is reasonably possible in the event it is ever made a party to or initiates a lawsuit for unpaid taxes. 5.02. Sale or Encumbrance of Facilities. It is acknowledged that, except as otherwise provided in Article III of this Agreement, the District may not dispose of or discontinue any portion of the Facilities. ARTICLE VI DISSOLUTION OF THE DISTRICT 6.01. Dissolution of District Prior to Retirement of Bonded Indebtedness. The City and the District recognize that, as provided in the laws of the State of Texas, the City has the right to dissolve the District and to acquire the District's assets and assume the District's obligations. Notwithstanding the foregoing,the City shall not dissolve the District until that certain Infrastructure and Economic Development Agreement between the City and College Station Town Center, L.P. (on behalf of itself and the District) (the"Chapter 380 Agreement") has been terminated or the term of the Chapter 380 Agreement has expired. Upon dissolution of the District, the City shall acquire the District's assets and shall assume the District's obligations. If requested by the District, the City shall afford the District the opportunity to discharge any remaining District's obligations pursuant to any existing Development Financing Agreements of the District, by either (i) authorizing the District to sell its Bonds before or during a transition period prior to the effective date of dissolution as established by the City, or (ii) pursuant to Local Government Code Section 43.080, as amended, issuing and selling bonds of the City in _ 8 _ at least the amount necessary to discharge the District's obligations, including those under any Development Financing Agreements. 6.02. Transition upon Dissolution. In the event all required findings and procedures for the annexation and dissolution of the District have been duly, properly and finally made and satisfied by the City, and unless otherwise mutually agreed by the City and the District pursuant to then existing law, the District agrees that its officers, agents and representatives shall be directed to cooperate with the City in any and all respects reasonably necessary to facilitate the dissolution of the District and the transfer of the District's assets to,and the assumption of the District's obligations by,the City. ARTICLE VII REMEDIES IN EVENT OF DEFAULT 7.01. Remedies. The parties hereto expressly recognize and acknowledge that a breach of this Agreement by either party may cause damage to the nonbreaching party for which there will not be an adequate remedy at law. Accordingly, in addition to all the rights and remedies provided by the laws of the State of Texas, in the event of a breach hereof by either party, the other party shall be entitled but not limited to the equitable remedy of specific performance or a writ of mandamus to compel any necessary action by the breaching party. In the event that a party seeks a remedy as provided in this Article or any monetary damages as otherwise provided in this Agreement, the breaching party shall be required to pay for the non-breaching party's attorney's fees and court costs. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.01. Force Majeure. In the event either party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Agreement, then the obligations of such party, to the extent affected by such force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability so caused, to the extent provided,but for no longer period. As soon as reasonably possible after the occurrence of the force majeure relied upon, the party whose contractual obligations are affected thereby shall give notice and the full particulars of such force majeure to the other party. Such cause,as far as possible, shall be remedied with all reasonable diligence. 8.02. Approvals and Consents. Approvals or consents required or permitted to be given under this Agreement shall be evidenced by an ordinance, resolution or order adopted by the governing body of the appropriate party or by a certificate executed by a person, firm or entity previously authorized to give such approval or consent on - 9 - behalf of the party. Approvals and consents shall be effective without regard to whether given before or after the time required for giving such approvals or consents. 8.03. Address and Notice. Unless otherwise provided in this Agreement, any notice to be given under this Agreement shall be given in writing and may be given either by depositing the notice in the United States mail postpaid, registered or certified mail, with return receipt requested; delivering the notice to an officer of such party; or sending the notice by prepaid telegram, when appropriate. Notice deposited by mail in the foregoing manner shall be effective the day after the day on which it is deposited. Notice given in any other manner shall be effective only when received by the party to be notified. For the purposes of notice, the addresses of the parties shall be as follows: If to the City,to: City Manager City of College Station P.O. Box 9960 College Station,TX 77842 If to the District, to: Rock Prairie Management District No. 2 c/o Schwartz,Page&Harding, L.L.P. 1300 Post Oak Boulevard,Suite 1400 Houston,Texas 77056 The parties shall have the right from time to time to change their respective addresses by giving at least fifteen (15) days' written notice of such change to the other party. 8.04. Assignability. This Agreement may not be assigned by either except upon written consent of the other party. 8.05. No Additional Waiver Implied. The failure of either party to insist upon performance of any provision of this Agreement shall not be construed as a waiver of the future performance of such provision by the other party. 8.06. Reservation of Rights. All rights, powers, privileges and authority of the parties hereto not restricted or affected by the express terms and provisions hereof are reserved by the parties and, from time to time, may be exercised and enforced by the parties. 8.07. Parties in Interest. This Agreement shall be for the sole and exclusive benefit of the parties hereto and shall not be construed to confer any rights upon any third parties. - 10 - 8.08. Merger. This Agreement embodies the entire understanding between the parties and there are no representations, warranties or agreements between the parties covering the subject matter of this Agreement other than the City Consent Resolution.If any provisions of the City Consent Resolution appear to be inconsistent or in conflict with the provisions of this Agreement, then the provisions contained in this Agreement shall be interpreted in a way which is consistent with the City Consent Resolution. 8.9. Captions. The captions of each section of this Agreement are inserted solely for convenience and shall never be given effect in construing the duties, obligations or liabilities of the parties hereto or any provisions hereof,or in ascertaining the intent of either party,with respect to the provisions hereof. 8.10. Interpretations. This Agreement and the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of this Agreement. 8.11. Severability. If any provision of this Agreement or the application thereof to any person or circumstances is ever judicially declared invalid, such provision shall be deemed severed from this Agreement and the remaining portions of this Agreement shall remain in effect. 8.12. Term and Effect. This Agreement shall remain in effect until the earlier to occur of (i) the dissolution of the District by the City or (ii) the expiration of thirty (30) years from the date hereof. List of Exhibits Exhibit "A":Metes and Bounds of the District [SIGNATURE PAGES FOLLOW] - 11 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of equal dignity, on this day of ,2015. THE CITY OF COLLEGE STATION,TEXAS Mayor ATTEST/SEAL: City Secretary APPROVED AS TO FORM: City Attorney - 12 - ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President,Board of Directors ATTEST: By: Assistant Secretary, Board of Directors (SEAL) 398413v2 - 13 EXHIBIT A Metes and Bounds Description For Rock Prairie Management District No. 2 Being 270.58 acres College Station,Brazos County, Texas • All those certain tracts or parcels of land lying and being situated in the Thomas Caruthers league (abstract no.9)and Robert Stevenson league(abstract no. 54)in College Station,Brazos County, Texas,comprised of the remainder of that 25.79 acre tract conveyed to Brian Howard Perry by deed recorded in volume 10459,page 34 of the Official Public Records of Brazos County,Texas, all of that 10.35 acre tract conveyed to Barry C.Nelson by deed recorded in volume 10577,page 191 of the Official Public Records of Brazos County,Texas, all of that 231.97 acre tract conveyed to College Station Land Investment, LP by deed recorded in volume 10600, page 156 of the Official Public Records of Brazos County, Texas, and the remainder of that 2.996 acre tract conveyed to Chakde Holdings, L.L.C. by deed recorded in volume 10990, page 21 of the Official Public Records of Brazos County,Texas,and the boundary being more particularly described as follows: Tract 1: Beginning at the southeast corner Lot 1,Rock Prairie Baptist Church subdivision(vol.7312,pg. 207),which is also an east corner of the said College Station Land Investment, LP 231.97 acre tract,and from where City of College Station GPS control monument no. 9 bears S 88°50' 15"E -2550.7 feet. Thence along the common boundary of the said 231.97 acre tract and the Goen(vol. 10424,pg. 40), Clark(vol. 561,pg.28)and Savage (vol. 7912,pg.265)tracts as follows: S 20°22' 54"E- 112.43 feet,S 41° 53' 54"W- 1390.60 feet, S 48°05' 26"E-341.98 feet, S 48°21' 21"E--250.43 feet and S 48°32' 07"E-437.74 feet to the south corner of the said Savage tract,also being an east corner of the said 231.97 acre tract and a north corner of the City of College Station 100.64 acre tract(vol. 6927,pg. 226); Thence S 77° 56' 03"W-2981.71 feet along the common line of said 231.97 acre tract and the said 100.64 acres,to their west common corner in the northeast line of the City of College Station 46.60 acre tract(vol. 3310,pg.321); Thence N 68° 16' 02"W-185.06 feet along the common line of said 231.97 acre tract and the said 46.60 acres,to their west common corner; Thence along the common boundary of the said 231.97 acre tract and the Wheeler 71.52 acre(vol. 3007,pg. 341)tracts as follows: N 57° 11' 22"W-112.33 feet,N 47°58' 11"W-372.04 feet,N 47° 52' 01"W-828.48 feet, N 48° 14' 35"W-163.14 feet,N 47°03' 10"W-128.80 feet and N 46° 26' 14"W- 535.34 feet to the most westerly corner of the said 231.97 acre tract; Thence N 64°40' 08"E-5.63 feet to the most southerly corner of the said Perry 25.79 acre tract; RPMD2 Page 1 of 3 1 Thence N 47°40' 38"W-251.08 feet along the southwest line of the said Perry 25.79 acre tract . • to the north corner of the said Wheeler 71.52 acre tract,being an east corner of the Scott&White • Healthcare Subdivision(vol. 10179,pg. 50); Thence along the common boundary of the said Perry tract and said Scott&White subdivision as follows: N 47°37' 11"W-- 128.13 feet,N 50°49' 32"E-930.60 feet and N 2°42'34"W 1025.16 feet to the south right-of-way line of Rock Prairie Road East(118 ft.width); Thence along the south right-of-way lines of Rock Prairie Road East(59.0 feet south of the surveyed centerline) as follows: S 86°27' 34"E-1756.74 feet, S 85°02' 05"E-1226.41 feet, S 84°23' 02"E-70.75 feet to a right-of-way offset corner; Thence N 0°42' 21"W- 1.51 feet to another offset corner in the south right-of-way line of Rock Prairie Road East(115 ft.width); Thence along the south right-of-way line of Rock Prairie Road East(57.5 feet south of the surveyed centerline), also being the north lines of said 231.97 acre tract, as follows: S 84°23' 02"E-543.10 feet and S 82° 02' 02"E-195.35 feet to the west line of said Lot 1,Rock Prairie Baptist Church subdivision, at a northeast corner of said 231.97 acre tract; Thence along the common lines of said 231.97 acre tract and Lot 1,Rock Prairie Baptist Church subdivision as follows: S 7°57' 58"W-528.77 feet and S 82°02'02"E-699.33 feet to the Point of Beginning and containing 267.77 acres of land more or less. Tract 2: Beginning at the southeast corner said Chakde Holdings 2.996 acre tract, located S 81°00'37"E -428.78 feet from the point-of-beginning of the above described 270.58 acre tract, and from where City of College Station GPS control monument no.9 bears N 89°35'21"E-2126.7 feet. Thence N 77°25' 29"W-169.24 feet to the southwest corner of the said 2.996 acre tract; Thence N 0°43' 14"W--528.90 feet to the south right-of-way line of Rock Prairie Road East (115 ft. width); Thence S 82°02' 02"E-293.41 feet along said south right-of-way line,parallel and 57.5 feet south of the surveyed centerline,to its intersection with the common line of the said 2.996 acre tract and the White 2.00 acre tract(vol. 1249,pg. 612); Thence S 12°44'40"W-538.30 feet along said common line of the Chakde and White to the Point of Beginning and containing 2.81 acres of land more or less. Combined,these two described tracts total 270.58 acres more or less. RPMD2 Page 2 of 3 • Bearings are Texas State Plane,NAD-83(CORS) datum,based on City of College Station GPS control points and GPS observations. Volume and page numbers cited refer to the Brazos County public records. No monuments were set for this survey and found monuments are not cited. This document was prepared under 22 TAC §663.21 does not reflect the results of an on the ground survey and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. Prepared November 2015. See exhibit map prepared with this description, dated Nov.2015. Joe Orr,Inc. A BASELINE CORPORATION CO. : Post Office Box 11979 41111Lirf �►" College Station,TX 77842-1979 ,;ias ,.``� 0.,��: (979)693-2777 TBPLS Firm no.100544-00 h 4:01,(0,,,000aecsmma orA meeomooeo°amoma HENRY P MAYO } esoltroot,0.0 0000 000410r00 o 5045 « ss oesole RPMD2 Page 3 of 3 PARTIAL ASSIGNMENT OF INFRASTRUCTURE AND ECONOMIC DEVELOPMENT AGREEMENT THIS PARTIAL ASSIGNMENT OF INFRASTRUCTURE AND ECONOMIC DEVELOPMENT AGREEMENT ("Assignment") is made as of November 13, 2015, by and between COLLEGE STATION TOWN CENTER, L.P., a Texas limited partnership (the "Developer") and ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (the "District"), a political subdivision of the State of Texas, operating under and governed by the provisions of Chapter 3909, Special District Local Laws Code, and Sections 52 and 52-a, Article III and Section 59, Article XVI, of the Texas Constitution. WHEREAS, the City of College Station, Texas ("City") and the Developer, on behalf of itself and the District, entered into that certain Infrastructure and Economic Development Agreement dated effective July 9, 2015 (the "Development Agreement") to, among other things, establish certain criteria and performance standards for the development within Tract A (as defined in the Development Agreement), provide for utility service to Tract A, and, pursuant to Chapter 380, Texas Local Government Code and Article III, Section 52-a, Texas Constitution, establish an economic development program, all as more particularly described in the Development Agreement. WHEREAS, the City by resolution no. 07-09-15-02 has consented to the creation of the District pursuant to the conditions described in said resolution. WHEREAS, the Developer now desires to partially assign the rights and obligations under the Development Agreement entered into by the Developer on behalf of the District to the District,pursuant to Section 7.1 of the Development Agreement. WHEREAS, the District now desires to assume the rights and obligations under the Development Agreement entered into by the Developer on behalf of the District, upon the terms and conditions set forth herein. NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Developer and the District do hereby agree as follows: 1. Partial Assignment and Assumption. (a) The Developer hereby assigns and transfers to the District all the rights and obligations under the Development Agreement entered into by the Developer on behalf of the District to the District. (b) The District hereby accepts the foregoing assignment, and assumes responsibility for said obligations as set forth in the Development Agreement. 2. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. • 3. Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Developer and the District and their respective successors and permitted assigns. 4. Counterparts. This Assignment may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. [SIGNATURES COMMENCE ON FOLLOWING PAGE] -2- IN WITNESS WHEREOF,the Developer and the District have executed this Assignment as of the date first written above. ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 By: President,Board of Directors THE STATE OF TEXAS § COUNTY OF BRAZOS § This instrument was acknowledged before me on this 13th day of November, 2015, by Uri Geva, President of the Board of Directors of Rock Prairie Management District No. 2, a political subdivision of the State of Texas, on behalf of said political subdivision. Notary Public in and for the State of TEXAS (SEAL) -3- COLLEGE STATION TOWN CENTER, L.P., a Texas limited partnership By: CS DISTRICT, LLC, a Texas limited liability company,its General Partner By: James Murr, Managing Member STATE OF TEXAS § COUNTY OF BRAZOS § This instrument was acknowledged before me this 13th day of November, 2015, by James Murr, Managing Member of CS District, LLC, a Texas limited liability company,General Partner of COLLEGE STATION TOWN CENTER, L.P., a Texas limited partnership, on behalf of said entities. Notary Public in and for the State of TEXAS (SEAL) 398555.1 -4- ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 Order Declaring Results of Bond and Maintenance Tax Election The Board of Directors of Rock Prairie Management District No. 2 met at the Board's regular meeting place on November 13, 2015, and the roll was called of the duly constituted members, as follows: Uri Geva- President Hays Glover—Vice President Kamal Ariss—Assistant Vice President Jeffrey W. Brown- Secretary Randall G. Rother—Assistant Secretary and all of the members of the Board were present, except Director(s) Ariss and Brown, thus constituting a quorum when the following business was transacted: Director Geva introduced the order set out below and moved its adoption, which motion was seconded by Director Rother and unanimously carried as follows: WHEREAS, a Bond and Maintenance Tax Election was held for Rock Prairie Management District No. 2 on the 3rd day of November, 2015, pursuant to an Order of the Board of Directors of the District passed and entered August 18,2015; and WHEREAS, at said election, the propositions hereinafter set forth were submitted to the duly qualified resident electors of said District: PROPOSITION I SHALL THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 BE AUTHORIZED TO ASSESS, LEVY AND COLLECT AN ANNUAL MAINTENANCE TAX NOT TO EXCEED $1.00 ON EACH $100 VALUATION OF ALL TAXABLE PROPERTY WITHIN SAID DISTRICT TO SECURE FUNDS FOR OPERATION AND MAINTENANCE AND OTHER AUTHORIZED PURPOSES, INCLUDING, BUT NOT LIMITED TO, FUNDS FOR PLANNING, CONSTRUCTING, ACQUIRING, MAINTAINING, REPAIRING, AND OPERATING ALL NECESSARY LAND, PLANTS, FACILITIES, IMPROVEMENTS, APPLIANCES, AND EQUIPMENT OF SUCH DISTRICT, AND FOR THE PAYMENT OF PROPER SERVICES, ENGINEERING AND LEGAL FEES, AND ORGANIZATION AND ADMINISTRATIVE EXPENSES,ALL AS NOW OR HEREAFTER AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS? PROPOSITION II SHALL THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 BE AUTHORIZED TO ISSUE THE BONDS OF SAID DISTRICT IN ONE OR MORE ISSUES OR SERIES IN THE MAXIMUM AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF $71,400,000 MATURING SERIALLY OR OTHERWISE IN SUCH INSTALLMENTS AS ARE FIXED BY SAID BOARD OVER A PERIOD OR PERIODS NOT EXCEEDING FORTY (40) YEARS FROM THEIR DATE OR DATES, BEARING INTEREST AT ANY RATE OR RATES, AND TO SELL SAID BONDS AT ANY PRICE OR PRICES, PROVIDED THAT THE NET EFFECTIVE INTEREST RATE ON ANY ISSUE OR SERIES OF SAID BONDS SHALL NOT EXCEED THE MAXIMUM LEGAL LIMIT IN EFFECT AT THE TIME OF ISSUANCE OF EACH ISSUE OR SERIES OF SAID BONDS, ALL AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF SAID DISTRICT, FOR THE PURPOSE OR PURPOSES OF PURCHASING, CONSTRUCTING, ACQUIRING, OWNING, OPERATING, REPAIRING, IMPROVING, OR EXTENDING A WATERWORKS SYSTEM, A SANITARY SEWER SYSTEM AND A DRAINAGE AND STORM SEWER SYSTEM, INCLUDING, BUT NOT LIMITED TO, ALL ADDITIONS TO SUCH SYSTEMS AND ALL LAND, IMPROVEMENTS, FACILITIES, PLANTS, EQUIPMENT, APPLIANCES, INTERESTS IN PROPERTY AND REGIONAL, REGULATORY OR JOINT USE PARTICIPATION RIGHTS OR CONTRACT RIGHTS NEEDED THEREFOR, AND ADMINISTRATIVE FACILITIES NEEDED IN CONNECTION THEREWITH, AND TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS BY THE LEVY AND COLLECTION ANNUALLY OF TAXES, WITHOUT LIMIT AS TO RATE OR AMOUNT, UPON ALL TAXABLE PROPERTY WITHIN SAID DISTRICT, ALL AS NOW OR HEREAFTER AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS? PROPOSITION III SHALL THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 BE AUTHORIZED TO ISSUE THE BONDS OF SAID DISTRICT IN ONE OR MORE ISSUES OR SERIES IN THE MAXIMUM AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF $106,600,000 MATURING SERIALLY OR OTHERWISE IN SUCH INSTALLMENTS AS ARE FIXED BY SAID BOARD OVER A PERIOD OR PERIODS NOT EXCEEDING FORTY (40) YEARS FROM THEIR DATE OR DATES, BEARING INTEREST AT ANY RATE OR RATES, AND TO SELL SAID BONDS AT ANY PRICE OR PRICES, PROVIDED THAT THE NET EFFECTIVE INTEREST RATE ON ANY ISSUE OR SERIES OF SAID BONDS SHALL NOT EXCEED THE MAXIMUM LEGAL LIMIT IN EFFECT AT THE TIME OF ISSUANCE OF EACH ISSUE OR SERIES OF SAID BONDS, ALL AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF SAID DISTRICT, FOR THE PURPOSE OR PURPOSES OF PURCHASING, -2- CONSTRUCTING, ACQUIRING, OWNING, OPERATING, REPAIRING, IMPROVING, OR EXTENDING ROAD FACILITIES OR FACILITIES IN AID THEREOF, INCLUDING, BUT NOT LIMITED TO, LANDSCAPING, LIGHTING, BANNERS AND SIGNS, SIGNALIZATION, BEAUTIFICATION, SIDEWALKS AND CROSSWALKS, AND ALL ADDITIONS TO SUCH FACILITIES, AND ALL LAND, IMPROVEMENTS, FACILITIES, EQUIPMENT, APPLIANCES, INTERESTS IN PROPERTY AND CONTRACT RIGHTS NEEDED THEREFOR, AND ADMINISTRATIVE FACILITIES NEEDED IN CONNECTION THEREWITH, AND TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS BY THE LEVY AND COLLECTION ANNUALLY OF TAXES, WITHOUT LIMIT AS TO RATE OR AMOUNT, UPON ALL TAXABLE PROPERTY WITHIN SAID DISTRICT, ALL AS NOW OR HEREAFTER AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS? • PROPOSITION IV SHALL THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 BE AUTHORIZED TO ISSUE THE BONDS OF SAID DISTRICT IN ONE OR MORE ISSUES OR SERIES IN THE MAXIMUM AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF $71,400,000 MATURING SERIALLY OR OTHERWISE IN SUCH INSTALLMENTS AS ARE FIXED BY SAID BOARD OVER A PERIOD OR PERIODS NOT EXCEEDING FORTY (40) YEARS FROM THEIR DATE OR DATES, BEARING INTEREST AT ANY RATE OR RATES, AND TO SELL SAID BONDS AT ANY PRICE OR PRICES, PROVIDED THAT THE NET EFFECTIVE INTEREST RATE ON ANY ISSUE OR SERIES OF SAID BONDS SHALL NOT EXCEED THE MAXIMUM LEGAL LIMIT IN EFFECT AT THE TIME OF ISSUANCE OF EACH ISSUE OR SERIES OF SAID BONDS, ALL AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF SAID DISTRICT, FOR THE PURPOSE OF REFUNDING BY ANY MEANS NOW OR HEREAFTER AUTHORIZED BY LAW, ALL OR ANY PORTION OF ANY BONDS OR REFUNDING BONDS OF THE DISTRICT AUTHORIZED BY ARTICLE 16, SECTION 59 OF THE TEXAS CONSTITUTION, PAYABLE IN WHOLE OR IN PART FROM TAXES, WHETHER HEREUNDER, ON EVEN DATE HEREWITH, OR HEREAFTER AUTHORIZED OR ISSUED BY THE DISTRICT, AND TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH REFUNDING BONDS BY THE LEVY AND COLLECTION OF TAXES, WITHOUT LIMIT AS TO RATE OR AMOUNT, UPON ALL TAXABLE PROPERTY WITHIN SAID DISTRICT, ALL AS NOW OR HEREAFTER AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS? PROPOSITION V SHALL THE BOARD OF DIRECTORS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 BE AUTHORIZED TO ISSUE THE BONDS OF SAID DISTRICT IN ONE OR MORE ISSUES OR SERIES IN THE MAXIMUM AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF $106,600,000 MATURING SERIALLY OR OTHERWISE IN SUCH INSTALLMENTS AS ARE FIXED BY SAID BOARD OVER A PERIOD OR -3 - PERIODS NOT EXCEEDING FORTY (40) YEARS FROM THEIR DATE OR DATES, BEARING INTEREST AT ANY RATE OR RATES, AND TO SELL SAID BONDS AT ANY PRICE OR PRICES, PROVIDED THAT THE NET EFFECTIVE INTEREST RATE ON ANY ISSUE OR SERIES OF SAID BONDS SHALL NOT EXCEED THE MAXIMUM LEGAL LIMIT IN EFFECT AT THE TIME OF ISSUANCE OF EACH ISSUE OR SERIES OF SAID BONDS, ALL AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF SAID DISTRICT, FOR THE PURPOSE OF REFUNDING BY ANY MEANS NOW OR HEREAFTER AUTHORIZED BY LAW, ALL OR ANY PORTION OF ANY BONDS OR REFUNDING BONDS OF THE DISTRICT AUTHORIZED BY ARTICLE 3, SECTION 52 OF THE TEXAS CONSTITUTION, PAYABLE IN WHOLE OR IN PART FROM TAXES, WHETHER HEREUNDER, ON EVEN DATE HEREWITH, OR HEREAFTER AUTHORIZED OR ISSUED BY THE DISTRICT, AND TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH REFUNDING BONDS BY THE LEVY AND COLLECTION OF A TAX, WITHOUT LIMIT AS TO RATE OR AMOUNT, UPON ALL TAXABLE PROPERTY WITHIN SAID DISTRICT, ALL AS NOW OR HEREAFTER AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS? WHEREAS, a total of five (5) ballots were cast at the election by the duly qualified resident electors of the District, of which were cast: PROPOSITION I For maintenance tax not to exceed $1.00 per 5 votes $100 of assessed valuation Against maintenance tax not to exceed 0 votes $1.00 per$100 of assessed valuation PROPOSITION II For the issuance of $71,400,000 water, 5 votes sanitary sewer and drainage facilities bonds and the levy of taxes, without limit as to rate or amount, in payment of the bonds Against the issuance of $71,400,000 water, 0 votes sanitary sewer and drainage facilities bonds and the levy of taxes, without limit as to rate or amount,in payment of the bonds PROPOSITION III For the issuance of $106,600,000 road 5 votes facilities bonds and the levy of taxes, without limit as to rate or amount, in payment of the bonds _4_ Against the issuance of $106,600,000 road 0 votes facilities bonds and the levy of taxes, without limit as to rate or amount, in payment of the bonds PROPOSITION IV For the issuance of $71,400,000 refunding 5 votes bonds to refund bonds authorized by Article 16, Section 59 of the Texas Constitution and the levy of taxes, without limit as to rate or amount, in payment of the bonds Against the issuance of $71,400,000 0 votes refunding bonds to refund bonds authorized by Article 16, Section 59 of the Texas Constitution and the levy of taxes, without limit as to rate or amount, in payment of the bonds PROPOSITION V For the issuance of$106,600,000 refunding 5 votes bonds to refund bonds authorized by Article 3, Section 52 of the Texas Constitution and the levy of taxes, without limit as to rate or amount,in payment of the bonds Against the issuance of $106,600,000 0 votes refunding bonds to refund bonds authorized by Article 3, Section 52 of the Texas Constitution and the levy of taxes, without limit as to rate or amount, in payment of the bonds as shown in the official election returns which have been delivered to the presiding officer of the Board of Directors of the District and have been certified to the Board of Directors by the presiding judges of said election. - 5 - THEREFORE, be it ordered by the Board of Directors of Rock Prairie Management District No. 2 as follows: (1) That said election was duly called and notice thereof duly given in accordance with law; that said election was held in the manner required by law and as provided in the Order calling same; that only duly qualified resident electors of the District voted at the election; that due returns of said election have been made to the proper officers; that said election has resulted favorably to the issuance of bonds and levy and collection of a maintenance tax described in said propositions set forth hereinabove and, to ensure the continuing and orderly development of the District on terms and conditions which are feasible and practical, the District anticipates that said bonds will be issued in multiple series or issues over an extended period of time, all as determined by the Board to be feasible and practical and in the best interests of the District, and that the Board of Directors is now authorized to levy and collect an annual maintenance tax not to exceed $1.00 of each $100 valuation of all taxable property within said District, all as further set forth and described in Order calling said Bond and Maintenance Tax Election. (2) That the President or Vice-President and Secretary or Assistant Secretary of the Board are authorized to execute and attest,respectively,this order on behalf of the Board. Passed and adopted,this the 13th day of November,2015. ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 ATTEST: By: — _ By: A ssistant 4 wRtmw, President (SEAL)�`�`z;.• •• £*F?.�� 1-4S. 398258.1 ; 4 ` 07'6, �p••.i..N••••�`\\\\�`, -6-