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HomeMy WebLinkAbout10/10/2024 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS October 10, 2024 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on October 10, 2024, at 4121 State Highway 6 South, College Station, Brazos County, Texas 77845, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted members of said Board of Directors, as follows: Uri Geva — President Hays Glover — Vice President Logan Lee — Assistant Vice President Mark Lindemulder — Secretary Samuel "Kit" Kerbel — Assistant Secretary and all of said persons were present, except Director Kerbel, thus constituting a quorum. Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Denise Oppenheimer of Municipal Accounts & Consulting, L.P. ("MAC"); Robert Atkinson of EHRA Engineering ("EHRA"); Stacy Vasquez of the City of College Station (the "City"); Avik Bonnerjee of B&A Municipal Tax Service, LLC ("B&A"); Anthea Moran of Masterson Advisors LLC ("Masterson"); Nick Craig and Derek Weiner of Stone Creek Real Estate Partners ("Stone Creek"); Debbie Drastata, a resident of the District; Karen Atkinson, a member of the public; and Christina Cole 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. Ms. Cole informed the participants that, in accordance with the requirements of the City's Resolution No. 07-09-15-02 consenting to the creation of the District, the meeting would be recorded, and requested that participants speak clearly, including when making or seconding a motion. PUBLIC COMMENTS The Board began by opening the meeting for public comments. Ms. Drastata introduced herself to the Board. She then addressed the Board regarding various areas of concern, as well as the overall tax rate. Following discussion, it was determined that no specific action was required of the Board at this time. APPROVAL OF MINUTES The Board next considered approval of the minutes of its meeting held on September 12, 2024. After review and discussion, Director Golver moved that the minutes for said Board meeting be approved, as written. Director Geva seconded said motion, which unanimously carried. PUBLIC HEARING REGARDING ADOPTION OF THE DISTRICT'S 2024 TAX RATE AND LEVY OF THE DISTRICT'S 2024 TAX RATE The Board conducted a hearing regarding the imposition of debt service and maintenance taxes for 2024. Mr. Bonnerjee confirmed that notice of the hearing was duly published in The Eagle, as provided by law. It was noted that no further discussion from taxpayers were presented at this time. Upon motion by Director Glover, seconded by Director Lee and unanimously carried, the hearing was closed. The Board then discussed the setting of the 2024 tax rate. After discussion on the matter, Director Glover moved that: (i) the Board adopt the tax rate as proposed at the District's September 12, 2024, meeting and as reflected in the notice published by B&A; (ii) the Board levy a 2024 debt service tax rate of $0.454 per $100 of valuation, and a 2024 maintenance tax rate of $0.196 per $100 of valuation, resulting in a total 2024 tax rate of $0.65 per $100 of valuation; (iii) the Order Levying Taxes attached hereto as Exhibit A be adopted in connection therewith, and that the President be authorized to execute and the Secretary to attest same on behalf of the Board and the District; and (iv) SPH be authorized to provide the City with notice of the adoption of such tax rate in accordance with the City's ordinance consenting to the creation of the District. Director Lee seconded said motion, which carried unanimously. RECEIVE BIDS FOR PURCHASE OF THE DISTRICT'S $2.550.000 UNLIMITED TAX ROAD BONDS. SERIES 2024A (the "Bonds") Ms. Cole advised that the City consented to the sale of the Bonds at its October 7, 2024, City Council meeting, and pursuant to a notice published as required by law, public bids for the sale of the District's Bonds were to be received at this time and place. Ms. Moran announced that six (6) bids for the Bonds had been received electronically, the list of the electronically received bids being attached hereto as Exhibit B. Ms. Moran reported that the low bid for the Bonds was submitted by Crews & Associates, Inc. ("Crews & Associates"), at a net effective interest rate of 4.275793%. Following discussion of the bids received, Director Geva moved that the Board accept the bid of Crews & Associates for the purchase of the Bonds at a net effective interest rate of 4.275793%, and that all previous action taken at the September 12, 2024, meeting in connection with the Bonds, be ratified and approved in all respects. Director Glover seconded said motion, which unanimously carried. BOND ORDER Ms. Cole presented to the Board the District's Order authorizing the issuance of the Bonds ("the Bond Order"), a copy of which is attached hereto as Exhibit C, and reviewed various provisions thereof with the Board. Following further discussion, it was duly moved by Director 2 749827v1 Geva, seconded by Director Glover, and unanimously carried that the Bond Order presented be passed and adopted and that the President be authorized to execute the Bond Order, and the Secretary to attest same on behalf of the Board and District. DISTRIBUTION OF FINAL OFFICIAL STATEMENT As the next order of business, the Board discussed the completion of the Final Official Statement by Masterson in connection with the Bonds. Following further discussion, Director Geva moved that Masterson be authorized to complete the Final Official Statement, dated as of the date hereof, and that said Final Official Statement be adopted by the Board and District, subject to final review and comment by SPH. Director Glover seconded said motion, which carried unanimously. PAYING AGENT/REGISTRAR AGREEMENT WITH THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. The Board next considered and reviewed a Paying Agent/Registrar Agreement ("Agreement") by and between the District and The Bank of New York Mellon Trust Company, N.A., relative to the Bonds. Ms. Cole reviewed the various provisions of the Agreement with the Board. After further discussion of the Agreement, Director Geva moved that the Agreement be approved and that the President be authorized to execute the Agreement on behalf of the Board and District. Director Glover seconded said motion, which carried unanimously. AUDIT REPORT AND DISBURSEMENT OF BOND PROCEEDS FROM THE BONDS The Board considered the approval of a draft audit report prepared by Forvis Mazars, LLP ("Forvis") in connection with the use of Bond proceeds to reimburse the developer within the District. Ms. Cole provided copies of the draft audit report, a copy of which is attached hereto as Exhibit D. After review and discussion, it was moved by Director Geva, seconded by Director Glover, and unanimously carried that (i) the draft audit report prepared by Forvis in connection with the Bonds be approved, subject to the updating of same regarding the interest rate payable, and final review of same by the District's attorneys, and (ii) the disbursement of funds pursuant to the final audit be approved and authorized, subject to receipt of signed Receipts and Indemnity from College Station Downtown Residential, LLC ("CSDR") and College Station Town Center, Inc. ("CSTC"). RESOLUTION AUTHORIZING USE OF SURPLUS ROAD CONSTRUCTION FUNDS Ms. Cole then presented to and reviewed with the Board a Resolution Authorizing Use of Surplus Road Construction Funds and Interest Earned on Road Bond Construction Funds ("Surplus Funds Resolution") in accordance with the Reimbursement Audit. Following discussion, Director Geva moved to (i) adopt the Surplus Funds Resolution, and (ii) authorize the payment of $48,000.00 in surplus road construction funds to CSDR and CSTC in connection with the audit previously approved, and subject to receipt of an executed Receipts from CSDR and CSTC. Director Glover seconded the motion, which unanimously carried. A copy of the Surplus Funds Resolution thus adopted is attached hereto as Exhibit E. 3 749827v1 AUTHORIZE EXECUTION OF VARIOUS ADDITIONAL DOCUMENTATION FOR INCLUSION IN TRANSCRIPT OF PROCEEDINGS FOR SUBMISSION TO THE ATTORNEY GENERAL OF THE STATE OF TEXAS As the next order of business, the Board considered authorizing the execution of various additional documentation for inclusion in the transcript of proceedings to be submitted to the Attorney General of Texas relative to the issuance of the Bonds. Following discussion, Director Geva moved that the President or, in his absence, the Vice President, and Secretary be authorized to execute any additional documentation required for inclusion in the transcript of proceedings to be submitted to the Attorney General of Texas relative to the issuance of the Bonds. Director Glover seconded the motion, which carried unanimously. INTERNAL REVENUE SERVICE FORM 8038-G The Board considered the execution and filing of Internal Revenue Service reporting form 8038-G relative to the Bonds. After discussion of the form, Director Geva moved that the President or Vice President be authorized to execute the same on behalf of the Board and District. Director Glover seconded said motion, which carried unanimously. ARBITRAGE LETTER Ms. Cole presented and reviewed correspondence from SPH, as Bond Counsel for the issuance of the Bonds, to the Board regarding certain provisions of federal tax law and regulations of the Internal Revenue Service pertaining to the expenditure and investment of proceeds of the Bonds. A copy of such correspondence is attached hereto as Exhibit F. Ms. Cole advised the Board that certain periodic reviews and reports are required to monitor compliance with federal arbitrage requirements and that the District may be required to remit arbitrage rebate or yield reduction payments based on said review and reports. She further advised the Board that the District's bookkeepers would monitor investment rates, District's financial advisor would review the debt service fund balance and coverage in connection with the annual tax rate recommendation, and arbitrage compliance specialists will be engaged to review the accounts. Ms. Cole advised the Board, however, that compliance with the requirements is ultimately the responsibility of the Board. OTHER MATTERS The Board considered the approval of various documents to be executed by the Board in connection with the closing of the sale of the Bonds. In that regard, Ms. Cole presented and reviewed various closing documents with the Board, including the No -Litigation Certificate, the District's Receipt, and the Federal Tax Certificate, and advised that the closing is scheduled for Monday November 18, 2024, at 10:00 a.m. After further discussion of the closing documents, it was moved by Director Geva, seconded by Director Glover, and unanimously carried that the above -referenced documents be approved by the Board, that the President or Vice President and Secretary be authorized to execute the same on behalf of the Board and District, and that SPH be authorized to deliver same, as appropriate, upon the closing of the Bonds. 4 749827v1 AMENDMENTS TO DISTRICT'S SECOND AMENDED AND RESTATED DISTRICT INFORMATION FORM RELATIVE TO THE DISTRICT'S 2024 TAX RATE AND THE BONDS Ms. Cole discussed with the Board Amendments to Second Amended and Restated District Information Form ("DIF") relative to (i) the District's 2024 tax rate, and (ii) the issuance of the Bonds. After discussion on the matter, Director Lindemulder moved that (i) an amended DIF be approved relative to the District's 2024 tax rate, (ii) an amended DIF be approve relative to the issuance of the Bonds, subject to the closing on the sale of the Bonds, (iii) that a majority of Board members be authorized to execute each of the amended DIFs, and that all Board members present join in the filing of each of the amended DIFs, as evidenced by a majority of Board members executing same. Director Lee seconded said motion, which unanimously carried. BOOKKEEPING REPORT Ms. Oppenheimer presented to and reviewed with the Board a Bookkeeping Report, a copy of which report is attached hereto as Exhibit G, including checks presented therein for payment. Following review and discussion, Director Glover moved that (i) the Bookkeeping Report be approved and the checks presented therein be approved for payment. Director Geva 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 Regarding Review of Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Resolution") in connection therewith. Ms. Cole advised the Board that there are no proposed amendments to the Investment Policy at this time. Following discussion, Director Lindemulder moved that the Board adopt the Resolution and that the President and Secretary be authorized to execute and attest the Resolution on behalf of the Board and the District. Director Glover seconded said motion, which unanimously carried. The Resolution is attached hereto as Exhibit H. TAX ASSESSOR/COLLECTOR'S REPORT Mr. Bonnerjee then presented to and reviewed with the Board the Tax Assessor -Collector Reports for the month ended September 30, 2024, prepared by B&A, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit I. Following discussion, Director Geva moved that (i) the Tax Assessor/Collector Reports be approved, and (ii) that the checks identified therein be approved for payment. Director Glover seconded said motion, which unanimously carried. 5 749827v1 ENGINEERING REPORT Mr. Atkinson presented to and reviewed with the Board an Engineering Report for the month of October 2024, a copy of which is attached hereto as Exhibit J. Following discussion, Director Lindemulder moved to approve the Engineering Report and all action items listed therein, as recommended by EHRA, including: (i) acceptance of Conveyance and Bill of Sale of Utility Facilities from CSDR, for: (a) water, sanitary sewer and drainage facilities to serve Midtown Reserve Subdivision Phase 110; and (b) water, sanitary sewer and drainage facilities to serve Midtown City Center Phase 111; and (ii) approval and/or acceptance, as applicable, of all property by deeds and easements, as may be listed therein, subject to final review and approval by SPH, including : (a) ratification of the acceptance of a Special Warranty Deed conveying a certain 0.103 acre tract from the City to the District; (b) ratification of approval of a Special Warranty Deed conveying said 0.103 acre tract from the District to CSTC; and (c) authorization for the President and/or Vice President to execute said Conveyances and Deeds on behalf of the Board and the District. Director Glover 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. APPROVAL OF UTILITY DEVELOPMENT AGREEMENT BETWEEN THE DISTRICT AND BV SOUTHERN POINTE DEVELOPMENT, INC. The Board next considered the approval and execution of a Utility Development Agreement between the District and BV Southern Pointe Development, Inc. ("BV Southern") relative to water, sewer and drainage and detention facilities, recreational facilities, and road facilities (the "Agreement"). Ms. Cole advised the Board of the terms and provision of the Agreememnt. She then noted that BV Southern has filed a Texas Ethics Commission ("TEC") Form 1295 for the Agreement with the TEC and has provided SPH with a copy of same. Following review and discussion on the matter, Director Geva moved to (i) approve and authorize the President to execute the Agreement, and (ii) accept BV Southern's TEC Form 1295 submitted in connection with the Agreement, and authorize SPH to acknowledge the District's receipt of same with the TEC. Director Lindemulder seconded said motion, which unanimously carried. ACKNOWLEDGMENT OF NOTICE AND INDEMNITY Ms. Cole then advised the Board that BV Southern has executed a collateral assignment of its reimbursables under its Utility Development Agreement with the District. The Board considered the approval and execution of an Acknowledgment of Notice and Indemnity for Receivables among BV Southern, CSDR, and the District (the "Acknowledgment"). Following discussion, Director Geva moved that the Acknowledgment be approved as presented and that the President be authorized to execute same on behalf of the District. Director Lindemulder seconded the motion, which unanimously carried. 6 749827v1 WAIVER AGREEMENT Ms. Cole presented to and reviewed with the Board the various provisions of a Waiver Agreement between the District and BV Southern, a copy of which Waiver Agreement is attached hereto as Exhibit K. Following discussion, it was moved by Director Geva that the Board (i) approve and authorize the execution of the Waiver Agreement on behalf of the Board and the District, and (ii) accept BV Southern's TEC Form 1295 submitted in connection with said Waiver Agreement, and authorize SPH to acknowledge the District's receipt of same with the TEC. Director Lindemulder seconded the motion, which unanimously carried. 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. Ms. Cole noted that the next meeting of the Board will be held on Thursday, January 9, 2025, at 2:00 p.m. FUTURE AGENDA ITEMS The Board next considered matters for possible placement on future agendas. There were no future agenda items to be discussed other than matters previously noted during the meeting. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Geva, seconded by Director Lindemulder, and unanimously carried, the meeting was adjourned. (SEAL)ooltiiilisouli ti •.o — =LJ; 4 rrffi �4/�Win in +39tlN1���`\ 7 r�I Secretary 749827v1 LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of October 10, 2024 Exhibit A Order Levying Taxes Exhibit B List of Electronically Received Bids Exhibit C Bond Order Exhibit D Reimbursement Audit Exhibit E Resolution Authorizing Use of Surplus Road Construction Funds and Interest Earned on Road Bond Construction Funds Exhibit F Arbitrage Letter Exhibit G Bookkeeping Report Exhibit H Resolution Regarding Annual Review and Order Establishing Policy for Investment of District Funds and Appointing Investment Officer Exhibit I Tax Assessor/Collector Report Exhibit J Engineering Report Exhibit K Waiver Agreement 8 749827v1