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HomeMy WebLinkAbout12/10/2020 - Regular Minutes - Rock Prairie Management District No. 2 (2)ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF MEETING OF BOARD OF DIRECTORS December 10, 2020 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 10, 2020, 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 William Lewis – Assistant Vice President Jonathan Stark – Secretary Mark Lindemulder – Assistant Secretary and all of whom participated in the meeting via telephone conference call, thus constituting a quorum. Also attending the meeting via telephone conference call were James Murr of College Station Town Center, Inc. ("CSTC"); Cynthia Colondres of Municipal Accounts & Consulting, L.P. ("MAC"); Josh Campbell of EHRA Engineering ("EHRA"); Avik Bonnerjee of B&A Municipal Tax Service, LLC ("B&A"); Terrell Palmer and Misael Flores of Post Oak Municipal Advisors LLC ("POMA"); Brian Krueger of BKD LLP ("BKD"); MaryAnn Powell and Councilwoman Elizabeth Cunha of the City of College Station ("City"); and Christina Cole and Julie Kime 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. EXPLANATION OF TELEPHONE CONFERENCE CALL MEETING PROCEDURES AND CALL TO ORDER Ms. Cole explained to the Board the procedures to be used during the telephone conference call meeting. In connection therewith, she informed the participants that the meeting would be recorded, and requested that participants clearly state his or her name before speaking, including when making or seconding a motion. Ms. Cole further explained that she would conduct a roll call vote for all motions and that Board members should wait to vote on a motion until his or her name has been called. Lastly, Ms. Cole conducted a full roll call of all meeting participants for attendance purposes. The President called the meeting to order and declared it open for such business as might regularly come before the Board. - 2 - 583175 PUBLIC COMMENTS The Board began by opening the meeting for public comments. There being no members of the public present, the Board continued to the next item of business. APPROVAL OF MINUTES The Board next considered approval of the minutes of its regular meeting held on October 8, 2020. After review and discussion, Director Glover moved that the minutes for said Board meeting be approved, as written. Director Stark 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 therein for payment. Following discussion, Director Glover moved that said Bookkeeping Report be approved and that the checks and wire identified in the report be approved for payment. Director Stark seconded the motion, which unanimously carried. TAX ASSESSOR/COLLECTOR'S REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor-Collector Reports for the months ended October 31, 2020, and November 30, 2020, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit B. After discussion, Director Glover 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 to and reviewed with the Board an Engineering Report dated December 10, 2020, a copy of which is attached hereto as Exhibit C. Following presentation of the Engineer's Report and discussion of the action items contained therein, Director Glover moved to (i) concur in the payment of the pay estimate and approval of quantity adjustments and change order as set forth in the Engineer's Report, (ii) concur in the award of the construction contract for water, sanitary sewer and drainage facilities to serve Midtown Reserve Subdivision Phase 106, by College Station Downtown Residential, LLC, to Greens Prairie Investors, Ltd., the low bidder, in the amount of $736,673.00, subject to the District's attorneys' review of the payment and performance bonds and insurance certificate submitted in connection with the contract to determine if the payment and performance bonds and insurance meet the requirements of the bid specifications, the Texas Insurance Code, the rules of the Texas Commission on Environmental Quality and the provisions of the Texas Water Code, and (iii) accept and authorize the President to execute the Conveyance and Bill of Sale of Utility Facilities from College Station Town Center, Inc., relative to water, sanitary sewer and drainage facilities to serve Midtown City Center Phase 301. Director Stark seconded the motion, which unanimously carried. - 3 - 583175 PROPOSED ANNEXATION OF 33.342 ACRES OF LAND TO THE DISTRICT Mr. Campbell then presented to and reviewed with the Board an Annexation Feasibility Report, prepared by EHRA, relative to 33.342 acres of land owned by College Station Downtown Residential, LLC, who is requesting that the District annex such land into the District's boundaries. A copy of the Annexation Feasibility Report presented is attached hereto as Exhibit D. In that regard, Ms. Cole presented and reviewed with the Board (i) a petition to the Board requesting the annexation of the tract, and (ii) a petition to the City of College Station requesting its consent to such annexation (the "City Petition"). Following review and discussion, Director Glover moved to (i) approve and authorize the President and Secretary to execute the City Petition and (ii) authorize SPH to coordinate with the City to file the City Petition and any other documents required in connection with the City's consideration of such request. Director Stark seconded the motion which unanimously carried. AUDIT REPORT RELATIVE TO $1,100,000 UNLIMITED TAX ROAD BONDS, SERIES 2021 Mr. Krueger then presented and reviewed with the Board a draft audit report prepared by BKD in connection with the District's $1,100,000 Unlimited Tax Road Bonds, Series 2021 (the "Bonds") relative to the payment of funds to the developer out of Bond proceeds. A copy of such draft audit report is attached hereto as Exhibit E. Following review and discussion, it was moved by Director Glover, seconded by Director Stark, and unanimously carried that the draft audit report prepared by BKD in connection with the Bonds be approved, subject to final review of same by the District's attorneys. APPROVE PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL NOTICE OF SALE Mr. Palmer presented and reviewed with the Board a proposed form of Official Notice of Sale and Preliminary Official Statement in connection with the Bonds. Following discussion, Director Glover moved that, subject to SPH's final review, such offering materials be approved, completed and distributed in anticipation of a sale of the Bonds on February 11, 2021, at 2:00 p.m. and that such preliminary official statement be deemed to be final for all purposes with the exception of any additional materials or information relating to subsequent material events, offering prices, interest rates, selling compensation, identity of the underwriters, aggregate principal amounts and other similar information, terms and provisions to be specified in the competitive bidding process. The motion was seconded by Director Stark and carried by unanimous vote. AUTHORIZE DISTRICT'S FINANCIAL ADVISOR TO ADVERTISE FOR THE SALE OF THE BONDS The Board considered authorizing POMA to advertise for the sale of the Bonds, subject to receipt of the City of College Station's consent. Following discussion, Director Glover moved that the Board authorize POMA to advertise for the sale of the Bonds, upon receipt of the City of College Station's consent, with bids to be received by the Board on February 11, 2021, at 2:00 p.m. Director Stark seconded said motion, which unanimously carried. - 4 - 583175 DESIGNATION OF PAYING AGENT/REGISTRAR IN CONNECTION WITH THE BONDS The Board considered the designation of a Paying Agent/Registrar in connection with the Bonds. Ms. Cole noted that The Bank of New York Mellon Trust Company, N.A., has submitted a proposal relative to paying agent/registrar services for said bond issue. After discussion on the matter, Director Glover moved that the Board accept the proposal received from The Bank of New York Mellon Trust Company, N.A. for paying agent/registrar services and that The Bank of New York Mellon Trust Company, N.A. be designated as Paying Agent/Registrar in connection with the Bonds. Director Stark seconded the motion, which unanimously carried. CONSIDER AUTHORIZING BOOKKEEPER TO ISSUE WIRE FOR ATTORNEY GENERAL'S FEES The Board considered authorizing the District's bookkeeper to issue a wire in the amount of $1,100.00 to the Attorney General of Texas for fees in connection with the Attorney General's review of the transcript of proceedings relative to the Bonds. After discussion on the matter, Director Glover moved that the District's bookkeepers be authorized to issue a wire in the amount of $1,100.00 to the Attorney General of Texas in connection with the review of the transcript of proceedings relative to the Bonds. Director Stark seconded said motion, which unanimously carried. ENGAGEMENT OF DISCLOSURE COUNSEL The Board considered the engagement of McCall Parkhurst & Horton, L.L.P. ("MPH") as Disclosure Counsel for the District. Ms. Cole presented to and reviewed with the Board the engagement letter prepared by MPH attached hereto as Exhibit F. Ms. Cole also presented and reviewed with the Board the Resolution Approving Contingent Fee Contract for Legal Services, a copy of which is attached hereto as Exhibit G. After further discussion, it was moved by Director Glover, seconded by Director Stark, and unanimously carried, that: (i) the District engage MPH to serve as the District's Disclosure Counsel; (ii) the engagement letter be approved and the President be authorized to execute same on behalf of the Board and the District; (iii) the receipt of MPH's TEC Form 1295 be acknowledged as required by state law; and (iv) the Resolution Approving Contingent Fee Contract for Legal Services be adopted by the District, and the President be authorized to execute and the Secretary to attest to same on behalf of the Board and the District. AGREEMENTS TO PROVIDE CERTAIN INFORMATION The Board then considered the approval of Agreements to Provide Certain Information with the District's developers. Ms. Cole explained that in order to comply with the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 (collectively, the "Acts") in connection with the District's sale of the Bonds, the District may not make any material misstatement, material omission or materially misleading statement in connection therewith, and unless exempted, the District must undertake to disclose certain information for as long as the Bonds are outstanding in compliance with certain rules promulgated by the Securities and Exchange Commission. In order to assist the District in complying with the rules and the Acts, the Developers will be required to agree to provide pertinent information to POMA for inclusion in the preliminary official statement and final official statement for the Bonds that is necessary to - 5 - 583175 present fairly all material investment risks associated with the development of the District. After discussion, Director Glover moved that the Agreements to Provide Certain Information be approved, as presented, and the President be authorized to execute same on behalf of the Board and the District. Director Stark seconded said motion, which unanimously carried. RESOLUTION REQUESTING APPRAISAL OF PROPERTY Ms. Cole requested that the Board consider adoption of a Resolution Authorizing Request to Brazos Central Appraisal District for Appraisal of Property as of December 1, 2020, a copy of which Resolution is attached hereto as Exhibit H. Mr. Palmer discussed the advantage of being able to provide a current value of property in the District to potential purchasers of the District's Bonds. After discussion, Director Glover moved that the Board adopt the Resolution Authorizing Request to Brazos Central Appraisal District for Appraisal of Property, as discussed. Director Stark seconded the motion, which unanimously carried. ENGAGEMENT OF AUDITOR The Board considered the engagement of an auditor to prepare the District's audit report for the fiscal year ended May 31, 2020. Mr. Palmer discussed the importance of having the financial statements of the District audited relative to the issuance of the District's Bonds. In connection therewith, Mr. Krueger presented to and reviewed with the Board an audit services proposal prepared by BKD, a copy of which is attached hereto as Exhibit I. He advised that BKD's fee for the preparation of said audit is $9,000, plus an administrative fee of $900 to cover items such as report production, copies, postage and delivery charges, and technology related costs. After discussion on the matter, Director Glover moved that BKD be engaged to prepare the District's audit report for the fiscal year ended June 30, 2020, in accordance with the terms of the proposal presented, and that the Form 1295 provided by BKD in connection therewith be accepted and acknowledged on behalf of the District. Director Stark seconded the motion, which unanimously carried. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. STATUS OF INTERLOCAL AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION Ms. Cole advised that Mr. Murr provided a draft exhibit to the proposed Interlocal Agreement to the City today. ESTABLISH MEETING PLACE INSIDE THE DISTRICT There was presented to the meeting an order establishing an office and meeting place inside the boundaries of the District, at 1128 Midtown Drive, College Station, Brazos County, Texas 77845, a copy of which is attached hereto as Exhibit J. Following discussion, it was moved by - 6 - 583175 Director Glover, seconded by Director Stark, and unanimously carried that said order be passed and adopted. 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 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 Glover seconded by Director Stark, and unanimously carried, the meeting was adjourned. ____________________________________ Secretary - 7 - 583175 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of December 10, 2020 Exhibit A Bookkeeping Report Exhibit B Tax Assessor-Collector Reports Exhibit C Engineering Report Exhibit D Annexation Feasibility Report Exhibit E Reimbursement Audit Exhibit F Engagement Letter for Disclosure Counsel Services Exhibit G Resolution Approving Contingent Fee Contract for Legal Services Exhibit H Resolution Authorizing Request to Brazos Central Appraisal District for Appraisal of Property as of December 1, 2020 Exhibit I BKD LLP Engagement Letter Exhibit J Order Establishing Meeting Place Inside the District