HomeMy WebLinkAbout03/12/2022 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS
May 12, 2022
The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the
"District") met in regular session, open to the public on May 12, 2022, 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 Directors Lindemulder and Lee, thus constituting a
quorum.
Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Charles
LaConti of Municipal Accounts & Consulting, L.P. ("MAC"); Joshua Campbell of EHRA
Engineering ("EHRA"); Becky Brewer of B&A Municipal Tax Service, LLC ("B&A"); Anthea
Moran of Masterson Advisors LLC ("Masterson"); Brian Krueger of BKD LLP ("BKD"); Tim
Neeley of the City of College Station ("City"); 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. 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 meeting held on April 14, 2022.
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.
ENGAGE AUDITOR
The Board considered the engagement of an auditor to prepare the District's audit report
for the fiscal year ended May 31, 2022. 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 A. He
advised that BKD's fee for the preparation of said audit is $10,700, plus an administrative fee of
$1,000 to cover items such as report production, copies, postage and delivery charges, and
technology related costs. After discussion on the matter, Director Geva moved that BKD be
engaged to prepare the District's audit report for the fiscal year ended May 31, 2022, in accordance
with the terms of the proposal presented, and that the Texas Ethics Commission ("TEC") Form
1295 provided by BKD in connection therewith be accepted and acknowledged on behalf of the
District. Director Glover seconded the motion, which unanimously carried.
Mr. Krueger advised that effective June 1, 2022, BKD and DHG LLP are merging to form
a new firm named FORVIS.
BOOKKEEPING REPORT
Mr. LaConti presented to and reviewed with the Board a Bookkeeping Report, a copy of
which report is attached hereto as Exhibit B, 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 Geva seconded the
motion, which unanimously carried.
OPERATING BUDGET FOR FISCAL YEAR ENDING MAY 31, 2023
Mr. LaConti next presented a draft budget for the District's fiscal year ending May 31,
2023, a copy of which is attached hereto as Exhibit C. In connection therewith, Ms. Cole advised
the Board that a copy of such operating budget was forwarded to the City for review. She reported
that no comments to the operating budget have been received from the City to date. Following
discussion, Director Glover moved that the operating budget for the District's fiscal year ending
May 31, 2023 be approved and adopted as presented. Director Geva seconded the motion, which
unanimously carried.
UNCLAIMED PROPERTY REPORT
Mr. LaConti advised the Board that MA&C has researched the accounts of the District
and confirmed that the District currently has no unclaimed property and, therefore, no report is
required.
TAX ASSESSORICOLLECTOR'S REPORT
Ms. Brewer then presented to and reviewed with the Board the Tax Assessor -Collector
Report for the month April 30, 2022, including checks presented therein for payment. A copy of
such report is attached hereto as Exhibit D. After discussion, Director Geva moved that the Tax
Assessor -Collector Report be approved and that the checks identified therein be approved for
payment. Director Glover seconded said motion, which unanimously carried.
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ENGINEERING REPORT
Mr. Campbell presented to and reviewed with the Board an Engineering Report dated May
2022, a copy of which is attached hereto as Exhibit E. Mr. Campbell reported that the developer
plans to re -bid the contract for water, sanitary sewer and drainage facilities for Midtown Phase
404A after discovering issues with the design of such facilities. Following discussion, Director
Glover moved to (i) authorize EHRA to advertise for bids for construction of Midtown Phases 109
and 112, (ii) concur in the payment of the pay estimate, and approve the change order, as set forth
in the Engineer's Report, and (iii) accept and authorize the President to execute a Conveyance and
Bill of Sale of Utility Facilities relative to Midtown City Center Utility Extension Project. Director
Geva seconded the motion, which unanimously carried.
DEVELOPER'S REPORT
The Board considered the Developer's Report. Mr. Murr presented a report on the status
of development within the District and provided an updated development plan.
WAIVER AGREEMENT
Ms. Cole presented to and reviewed with the Board the various provisions of a Waiver
Agreement between the District and CSTC for 1.983 acres of land, a copy of which Waiver
Agreement is attached hereto as Exhibit F. Following discussion, Director Glover moved that the
Board approve and authorize the execution of the Waiver Agreement on behalf of the District.
Director Geva 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.
ACCEPT RESIGNATION OF POST OAK MUNICIPAL ADVISORS AS THE DISTRICT'S,
FINANCIAL ADVISORS: ENGAGE MASTERSON ADVISORS LLC AS DISTRICT'S_
FINANCIAL ADVISORS
Ms. Cole presented a letter from Post Oak Municipal Advisors LLC resigning as the
District's financial advisor effective May 29, 2022, a copy of which is attached hereto as Exhibit
G. Following discussion, it was moved by Director Geva, seconded by Director Glover and
unanimously carried that such letter of resignation be accepted, as presented.
Mr. Cole then introduced Ms. Moran, who requested the Board's consideration of
Masterson as the District's financial advisors. Ms. Moran detailed Masterson's qualifications and
experience, and presented a proposed Financial Advisory Contract, a copy of which is attached
hereto as Exhibit H. Following discussion, Director Geva moved that the Board approve the
Financial Advisory Contract, authorize the President and Secretary to execute and attest same, and
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authorize SPH to acknowledge TEC Form 1295 provided in connection therewith. Director Glover
seconded the motion, which unanimously carried.
PROPOSED ISSUANCE OF SERIES 2022 UNLIMITED TAX ROAD BONDS
Ms. Moran then discussed the issuance of the District's second series of road bonds in the
proposed amount of $2,500,000, and reviewed with the Board a proposed Summary of Costs
prepared by EHRA and a No Growth Cash Flow Analysis prepared by Masterson in connection
therewith, copies of which are attached hereto as Exhibit I. Ms. Cole advised that it would be
necessary to engage an auditor to pre -audit the projects to be included in such bond issue in order
to finalize the Summary of Costs. Mr. Krueger then presented an Engagement Letter for the
preparation of such audit and advised the Board that BKD's fees for preparing the audit report will
be computed at its standard hourly rates. Ms. Cole also advised that the District would need to
obtain the City's consent on the issuance of the road bonds and applicable Bond Order. After
discussion of the matter, Director Geva moved that the Board (i) approve the Summary of Costs
presented with respect to the Road Bond Issue, (ii) approve the Engagement Letter from BKD to
prepare an audit report in connection with the projects to be included in the Road Bond Issue,
(iii) authorize SPH to acknowledge the District's receipt of TEC Form 1295 from BKD, and
(iv) authorize Masterson and SPH to submit the required documentation, including the Bond
Order, to the City requesting its consent to the road bond issue. Director Glover seconded said
motion, which carried unanimously. A copy of the engagement letter thus approved is attached
hereto as Exhibit J.
FUTURE AGENDA ITEMS
The Board considered items for placement on future agendas.
Ms. Cole advised the Board that the meeting at which the Series 2022 Road Bonds will be
sold will require a quorum of 4 members of the Board. A discussion ensued concerning the
availability of the Board for the District's regular July meeting and possible alternate dates for the
sale of such Bonds.
ADJOURNMENT
There being no further business to come before the Board, on motion made by Director
Glover seconded by Director Geva, and unanimously carried, the meeting was adjourned.
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LIST OF ATTACHMENTS
Rock Prairie Management District No. 2
Minutes of Meeting of May 12, 2022
Exhibit A BKD LLP Engagement Letter
Exhibit B Bookkeeping Report
Exhibit C Operating Budget for Fiscal Year Ending May 31, 2023
Exhibit D Tax Assessor -Collector Report
Exhibit E Engineering Report
Exhibit F Waiver Agreement
Exhibit G Post Oak Municipal Advisors Letter of Resignation
Exhibit H Engineering Report
Exhibit I Summary of Costs and No Growth Cash Flow Analysis
Exhibit J BKD Engagement Letter for Pre -Audit Report
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LIST OF ATTACHMENTS
Rock Prairie Management District No. 2
Minutes of Meeting of May 12, 2022
Exhibit A BKD LLP Engagement Letter
Exhibit B Bookkeeping Report
Exhibit C Operating Budget for Fiscal Year Ending May 31, 2023
Exhibit D Tax Assessor -Collector Report
Exhibit E Engineering Report
Exhibit F Waiver Agreement
Exhibit G Post Oak Municipal Advisors Letter of Resignation
Exhibit H Engineering Report
Exhibit I Summary of Costs and No Growth Cash Flow Analysis
Exhibit J BKD Engagement Letter for Pre -Audit Report
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EXHIBIT "A"
BKD
CPAs & Advisors
May 12, 2022
Rock Prairie Management District No. 2
Brazos County, Texas
2700 Post Oak Boulevard, Suite 1500 I Houston, TX 77056-5829
713.499.4600 I Fax 713.499.4699 I bkd.com
We appreciate your selection of BKD, LLP as your service provider and are pleased to confirm the
arrangements of our engagement in this contract. Within the requirements of our professional standards
and any duties owed to the public, regulatory, or other authorities, our goal is to provide you Unmatched
Client Service®.
In addition to the terms set forth in this contract, including the detailed Scope of Services, our engagement
is governed by the following, incorporated fully by this reference:
• Terms and Conditions Addendum
Summary Scope of Services
As described in the attached Scope of Services, our services will include the following:
Rock Prairie Management District No. 2
• Audit Services for the year ended May 31, 2022
Engagement Fees
The fee for our services will be $10,700, plus an administrative fee of $1,000 to cover items such as report
production, copies, postage and other delivery charges, supplies, technology -related costs such as software
licensing, user access, and research tools, and similar expense items. In addition, fees for the review of a
preliminary official statement, official statement, and the agreement to the reproduction ofour audit opinion
in the official statement for any new bond sales during the period will be in the range of $1,500 to $2,000.
The fees for our services in assisting with the accounting for capital asset construction activity and
preparation of depreciation schedules will be invoiced on an hourly basis. We will communicate with you
if anticipated fees exceed $2,000.
Our pricing for this engagement and our fee structure are based upon the expectation that our invoices will
be paid promptly. Payment of our invoices is due upon receipt.
PRAXITV..
me.ewr•�nt nu tine • s o,acm,.
BY
Rock Prairie Management District No. 2
May 12, 2022
Page 2
Contract Agreement
Please sign and return this contract to indicate your acknowledgment of, and agreement with, the
arrangements for our services including our respective responsibilities.
BKD, LLP
Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services and Terms
and Conditions Addendum, on behalf of Rock Prairie Management District No. 2.
Board President
DATE
'7/A142--,
The following apply for all services:
Assistance
Responsibility for
Outcomes
Performance of
Nonattest Services
— SEC and PCAOB
Notice Required
Rock Prairie Management District No. 2
May 12, 2022
Page 3
Scope of Services
Our timely completion of services depends on the assistance you provide us in
accumulating information and responding to our inquiries. Inaccuracies or delays
in providing this information or the responses may result in untimely filings or
inability to meet other deadlines.
We may perform additional services for you that are not covered by this contract.
You agree to assume full responsibility for the substantive outcomes of the
contracted services and for any other services we may provide, including any
findings that may result.
You also acknowledge these services are adequate for your purposes, and you
will establish and monitor the performance of these services to ensure they meet
management's objectives. All decisions involving management responsibilities
related to these services will be made by you, and you accept full responsibility
for such decisions.
We understand you have designated (or will) a management -level individual to
be responsible and accountable for overseeing the performance of these services,
and you have determined (or will) this individual is qualified to conduct such
oversight.
Our performance of certain nonattest services may not be permitted under the
SEC and PCAOB independence rules, to which we are not currently subject.
Accordingly, if we perform services that are not permitted under those rules, you
would not be permitted to use our reports in a registration statement or other
document requiring compliance with those rules.
You agree to inform us promptly if you are considering any future public offering
of securities, use of our reports to comply with the Investment Advisers Act
custody rule, or other action that would necessitate our future compliance with
the independence rules of the SEC and PCAOB.
As indicated in the Terms and Conditions Addendum, any time you intend to
reference our fum name in any manner in any published materials, including on
an electronic site, you agree to provide us with draft materials for our review and
approval before publishing or posting such information. However, no notice is
required for filings with the Texas Commission on Environmental Quality
(TCEQ), with required information repositories, the Texas Attorney General's
Office and cities, as required by statute or regulation.
Rock Prairie Management District No. 2
May 12, 2022
Page 4
Audit Services
We will audit the basic financial statements and related notes to the financial statements for the following
entity with the objective of expressing an opinion on the fmancial statements:
Rock Prairie Management District No. 2 as of and for the year ended May 31, 2022
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion.
This audit will encompass all funds of the District.
We will also provide you with the following nonattest services:
• Preparing depreciation schedules based on your assignment of depreciable lives and methods
• Preparing a draft of the financial statements and related notes
Brian Krueger is responsible for supervising the engagement and authorizing the signing of the report or
reports.
We will issue a written report upon completion of our audit, addressed to the following parties:
Entity Name Party Name
Rock Prairie Management District No. 2 Board of Directors
Municipal utility districts, by their nature, depend on services from consultants, attorneys, and others to
carry out the administration of the district and require sharing of information among these service providers
along with specific regulatory or other parties. You authorize us and our representatives to provide
documents, reports, and information to the distribution list provided by the Board or the District's
representatives, which may include attorneys, engineers, bookkeepers, developers, tax collectors, operators,
agents, and other consultants, along with auditors of other districts that share operations or facilities with
the district.
The following apply for the audit services described above:
Our We will conduct our audit in accordance with auditing standards generally
Responsibilities accepted in the United States of America (GAAS). We will exercise professional
judgment and maintain professional skepticism throughout the audit.
We will identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion.
We will obtain an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances.
Rock Prairie Management District No. 2
May 12, 2022
Page 5
We will evaluate the appropriateness of accounting policies used and the
reasonableness of significant accounting estimates made by management, as well
as evaluate the overall presentation of the fmancial statements, including the
disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We will also conclude, based on audit evidence obtained, whether there are
conditions or events, considered in the aggregate, that raise substantial doubt
about the entity's ability to continue as a going concern for a reasonable period
of time.
Limitations and Reasonable assurance is a high level of assurance but is not absolute assurance
Fraud and therefore is not a guarantee that an audit conducted in accordance with GAAS
will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions
of users made an the basis of these financial statements.
Opinion
The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
Our understanding of internal control is not for the purpose of expressing an
opinion on the effectiveness of your internal control_ However, we will
communicate to you in writing any significant deficiencies or material
weaknesses in internal control relevant to the audit of the financial statements
that we identify during the audit. Also, in the future, procedures could become
inadequate because of changes in conditions or deterioration in design or
operation. Two or morepeople may also circumvent controls, or management
may override the system.
We are available to perform additional procedures with regard to fraud detection
and prevention at your request, subject to completion of our normal engagement
acceptance procedures. The actual terms and fees of such an engagement would
be documented in a separate contract to be signed by you and BKD, LLP.
Circumstances may arise in which our report may differ from its expected form
and content based on the results of our audit. Depending an the nature of these
circumstances, it may be necessary for us to modify our opinion, add an
emphasis -of -matter paragraph or other -matter paragraph to our auditor's report,
or if necessary, withdraw from the engagement.
If we discover conditions that may prohibit us from issuing a standard report, we
will notify you. In such circumstances, further arrangements may be necessary
to continue our engagement.
Rock Prairie Management District No. 2
May 12, 2022
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Your Management and, if applicable, those charged with governance, acknowledges
Responsibilities and understands their responsibility for the following:
• For the preparation and fair presentation of the fmancial statements in
accordance with accounting principles generally accepted in the United
States of America (or other basis if indicated in the contract)
• For the design, implementation, and maintenance of internal control relevant
to the preparation and fair presentation of financial statements that are free
from material misstatement, whether due to fraud or error
• To provide us with:
o Access to all information of which you are aware that is relevant to
the preparation and fair presentation of the fmancial statements such
as records, documentation, and other matters
o Additional information that we may request for the purpose of the
audit
o Unrestricted access to persons within the entity from whom we
determine it necessary to obtain audit evidence
Written As part of our audit process, we will request from management and, if applicable,
Confirmations those charged with governance written confirmation acknowledging certain
Required responsibilities outlined in this contract and confirming:
• The availability of this information
• Certain representations made during the audit for all periods presented
• The effects of any uncorrected misstatements, if any, resulting from errors or
fraud aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial, both individually and in the aggregate,
to the fmancial statements taken as a whole
Implementation of Unless indicated in our contract, our services and related fees do not include
New Standards substantive assistance beyond routine advice related to the adoption of new
accounting and reporting standards. Should you require assistance, we will bill
you at our standard hourly rates.
Assistance with Transactions or changes in business may require you to apply existing standards
Application of differently each year, such as when business operations create new revenue
Standards streams, operations are discontinued, liquidity or operational challenges are
encountered, business combinations are executed, etc. We welcome your
questions throughout the year and are happy to provide general guidance and
routine support; however, our engagement does not include substantive effort to
assist you with applying standards to these circumstances, unless otherwise
indicated in the contract.
Rock Prairie Management District No. 2
May 12, 2022
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BKD, LLP Terms and Conditions Addendum
GENERAL
1. Overview. This addendum describes BKt7, upaa standard terms and
conditions ("Terms and Conditions") applicable to Our provision of
services to the Client ("You"). The Terms and Conditions are a part
of the contract between You and BKq us. For the purposes of the
Terms and Conditions, any reference to "Firm," "We," "Us," or "Our"
is a reference to BKD, LLP ("BKD"), and any reference to "You" or
"Your" is a reference to the party or parties that have engaged Us to
provide services.
BILLING, PAYMENT, & TERMINATION
2. Billing and Payment Terms. We will bill You for Our professional
fees and costs as outlined in Our contract. Interest will be charged on
any unpaid balance after 45 days at the rate of 10 percent per annum,
or as allowed by law at the earliest date thereafter, and highest
applicable rate if less than 10 percent.
We reserve the right to suspend or terminate Our work for this
engagement or any other engagement for nonpayment of fees. If Our
work is suspended or terminated, You agree that We will not be
responsible for Your failure to meet governmental and other
deadlines, for any penalties or interest that may be assessed against
You resulting from Your failure to meet such deadlines, and for any
other damages (including but not limited to consequential, indirect,
lost profits, or punitive damages) incurred as a result of the suspension
or termination of Our services.
Our fees may increase if Our duties or responsibilities are increased
by rulemaking of any regulatory body or any additional new
accounting or auditing standards. Our engagement fees do not include
any time for post -engagement consultation with Your personnel or
third parties, consent letters and related procedures for the use of Our
reports in offering documents, inquiries from regulators, or testimony
or deposition regarding any subpoena. Charges for such services will
be billed separately.
3. Billing Records. If these services are determined to be within the
scope and authority of Section 1861(v)(1)(1) of the Social Security
Act, We agree to make available to the Secretary of Health and
Human Services, or to the U.S. Comptroller General, or any of their
duly authorized representatives, such of Our books, documents, and
records that are necessary to certify the nature and extent of Our
services, until the expiration of four (4) years after the furnishing of
these services. This contract allows access to contracts of a similar
nature between subcontractors and related organizations of the
subcontractor, and to their books, documents, and records.
4. Termination. Either party may terminate these services in good faith
at any time for any reason, including Your failure to comply with the
terms of Our contract or as We determine professional standards
require. Both parties must agree, in writing, to any future
modifications or extensions. If services are terminated, You agree to
pay BKD for time expended to date. In addition, You will be billed
costs and fees for services from other professionals, if any, as well as
an administrative fee of four (4) percent to cover items such as copies,
postage and other delivery charges, supplies, technology -related costs
such as software licensing, user access, and research tools, and similar
expense items.
DISPUTES & DISCLAIMERS
5. Mediation. Any dispute arising out of or related to this engagement
will, prior to resorting to litigation, be submitted for nonbinding
mediation upon written request by either parry. Both parties agree to
try in good faith to settle the dispute in mediation. Unless the parties
agree otherwise, the American Arbitration Association ("AAA") will
administer any such mediation in accordance with its Commercial
Mediation Rules. The mediator will be selected by agreement of the
parties. If both parties cannot agree, a mediator shall be designated by
the AAA. The mediation proceeding shall be confidential. Each party
will bear its own costs in the mediation, but the fees and expenses of
the mediator will be shared equally.
6. Indemnification. Unless disallowed by law or applicable
professional standards, You agree to hold BKD harmless from any
and all claims which arise from knowing misrepresentations to BKD,
or the intentional withholding or concealment of information from
BKD by Your management or any partner, principal, shareholder,
officer, director, member, employee, agent, or assign of Yours. To the
extent allowed by law, but without any requirement that You establish
or maintain a separate interest and sinking fund therefor, You also
agree to indemnify BKD for any claims made against BKD by third
parties, which arise from any wrongful actions of Your management
or any partner, principal, shareholder, officer, director, member,
employee, agent, or assign of Yours. The provisions of this paragraph
shall apply regardless of the nature of the claim.
7. Statute of Limitations. [Deleted]
8. Limitation of Liability. You agree that BKD's liability, if any,
arising out of or related to this contract and the services provided
hereunder, shall be limited to the amount of the fees paid by You for
services rendered under this contract. This limitation shall not apply
to the extent it is finally, judicially determined that the liability
resulted from the gross negligence or intentional or willful
misconduct of BKD or if enforcement of this provision is disallowed
by applicable law or professional standards.
9. Waiver of Certain Damages. Except with respect to claims of gross
negligence or intentional or willful misconduct, or a breach of
confidentiality, in no event shall BKD be liable to You or a third party
for any indirect, special, consequential, punitive, or exemplary
damages, including but not limited to lost profits, loss of revenue,
interruption, loss of use, damage to goodwill or reputation, regardless
of whether You were advised of the possibility of such damages,
regardless of whether such damages were reasonably foreseeable, and
regardless of whether such damages arise under a theory of contract,
tort, strict liability, or otherwise.
10. Severability. If any portion of this contract is deemed invalid or
unenforceable, said finding shall not operate to invalidate the
remainder of the terms set forth in this contract.
11. Assignment. You acknowledge and agree that the terms and
conditions of this contract shall be binding upon and inure to the
parties' successors and assigns, subject to applicable Iaws and
regulations.
12. Disclaimer of Legal or Investment Advice. Our services do not
constitute legal or investment advice.
RECORDS, WORKPAPERS, DELIVERABLES, & PROPRIETARY
INFORMATION
13. Maintenance of Records. All audit and/or agreed upon procedure
reports generated by Us hereunder shall be Your property upon
finalization of same. We acknowledge that the requirements of
Chapter 552, Texas Govemment Code, as amended (the "Public
Information Act"), and Chapters 201-205, Texas Local Government
Code, as amended (the "Local Government Records Act," and
together with the Public Information Act, the "Acts"), each apply to
all public information, as defined by the Public Information Act, and
all local government records, as defined by the Local Government
Records Act, related to the relationship between the You and Us, and
to any work carried out thereunder. We covenant that We will comply
with all requirements of the Acts, Your Record Management
Program, and all applicable rules, regulations, policies and retention
schedules adopted thereunder. Upon termination, we will provide
You with copies of final reports/deliverables or as otherwise required
by professional standards.
You agree to assume full responsibility for maintaining Your original
data and records and that BKD has no responsibility to maintain this
information. You agree You will not rely on BKD to provide hosting,
electronic security, or backup services, e.g., business continuity or
disaster recovery services, to You unless separately engaged to do so.
You understand that Your access to data, records, and information
from BKD's servers, i.e., BKDconnect, can be terminated at any time
and You will not rely on using this to host Your data and records.
14. BKD Workpapers. Our workpapers and documentation (except
final audit and/or agreed upon procedure reports) retained in any
form of media for this engagement are the property of BKD. We can
be compelled to provide information under legal process. In
addition, We may be requested by regulatory or enforcement bodies
(including any State Board) to make certain workpapers available to
them pursuant to authority granted by law or regulation. Unless We
are prohibited from doing so by law or regulation, BKD will inform
You of any such legal process or request. You agree We have no
legal responsibility to You in the event We determine We are
obligated to provide such documents or information. In addition, We
will cooperate with You in responding to any subpoena where BKD
is not a party and will provide You with a fee estimate based on the
estimated time required to comply. You agree to compensate BKD
for the time expended complying with the subpoena or other legal
process based on the agreed upon estimates.
15. Use of Deliverables and Drafts. You agree You will not modify any
deliverables or drafts prepared by Us for distribution to third parties.
You also understand that We may on occasion send You documents
marked as draft. Any distribution of drafts to third -parties should be
clearly marked as draft. Draft documents are subject to potentially
material changes until such time as they are marked final, and We
shall not be liable to You or any third party in Your use of such draft
documents.
Our report on any financial statements must be associated only with
the financial statements that were the subject of Our engagement. You
may make copies of Our report, but only if the entire financial
statements (exactly as attached to Our report, including related
Rock Prairie Management District No. 2
May 12, 2022
Page 8
footnotes and supplementary information, as appropriate) are
reproduced and distributed with Our report.
16. Proprietary Information. You acknowledge that proprietary
information, documents, materials, management techniques, and
other intellectual property are a material source of the services We
perform and were developed prior to Our association with You. Any
new forms, software, documents, or intellectual property We develop
during this engagement for Your use (except final audit and/or agreed
upon procedure reports) shall belong to Us, and You shall have the
limited right to use them solely within Your business. All reports,
templates, manuals, forms, checklists, questionnaires, letters,
agreements, and other documents (except final audit and/or agreed
upon procedure reports) which We make available to You are
confidential and proprietary to Us. This provision will apply to all
materials whether in digital, "hard copy" format, or other medium.
REGULATORY
17. U.S. Securities and Exchange Commission ("SEC") and other
Regulatory Bodies. Where We are providing services either for
(a) an entity that is registered with the SEC, (b) an affiliate of such
registrant, or (c) an entity or affiliate that is subject to rules,
regulations, or standards beyond those of the American Institute of
Certified Public Accountants ("AICPA"), any term of this contract
that would be prohibited by or impair Our independence under
applicable law or regulation shall not apply to the extent necessary
only to avoid such prohibition or impairment.
18. Offering Document. You may wish to include Our report(s) on
financial statements in an exempt offering document. You agree that
any report, including any auditor's report, or reference to Our firm,
will not be included in any such offering document without notifying
us. Notification may be made by electronic mail or written
notification from your financial or legal advisors or other of Your
representatives. Any agreement to perform work in connection with
an exempt offering document, including providing agreement for the
use of the auditor's report in the exempt offering document, will be a
separate engagement.
Any exempt offering document issued by You with which We are not
involved will clearly indicate that We are not involved by including a
disclosure such as, "BKD, LLP, our independent auditor, has not been
engaged to perform and has not performed, since the date of its report
included herein, any procedures on the financial statements addressed
in that report. BKD, LLP also has not performed any procedures relating
to this offering document."
19. BKD Not a Municipal Advisor. BKD is not acting as Your
municipal advisor under Section 15B of the Securities Exchange Act
of 1934, as amended. As such, BKD is not recommending any action
to You and does not owe You a fiduciary duty with respect to any
information or communications regarding municipal financial
products or the issuance of municipal securities. You should discuss
such matters with internal or external advisors and experts You deem
appropriate before acting on any such information or material
provided by BKD.
TECHNOLOGY
20. Electronic Sites. You recognize that We have no responsibility to
review information We provide that You may include on an electronic
site.
21. Electronic Signatures and Counterparts. This contract and other
documents to be delivered pursuant to this contract may be executed
in one or more counterparts, each of which will be deemed to be an
original copy and all of which, when taken together, will be deemed
to constitute one and the sarne agreement or document, and will be
effective when counterparts have been signed by each of the parties
and delivered to the other parties. Each party agrees that the electronic
signatures, whether digital or encrypted, of the parties included in this
contract are intended to authenticate this writing and to have the same
force and effect as manual signatures. Delivery of a copy of this
contract or any other document contemplated hereby, bearing an
original manual or electronic signature by facsimile transmission
(including a facsimile delivered via the internet), by electronic mail
in "portable document format" (".pdf') or similar format intended to
preserve the original graphic and pictorial appearance of a document,
or through the use of electronic signature software will have the same
effect as physical delivery of the paper document bearing an original
signature.
22. Electronic Data Communication and Storage. In the interest of
facilitating Our services to You, We may send data over the internet,
temporarily store electronic data via computer software applications
hosted remotely on the internet, or utilize cloud -based storage. Your
confidential electronic data may be transmitted or stored using these
methods. In using these data communication and storage methods,
We employ measures designed to maintain data security. We use
reasonable efforts to keep such communications and electronic data
secure in accordance with Our obligations under applicable laws,
regulations, and professional standards.
You recognize and accept that We have no control over the
unauthorized interception or breach of any communications or
electronic data once it has been transmitted or if it has been subject to
unauthorized access while stored, notwithstanding all reasonable
security measures employed by Us. You consent to Our use of these
electronic devices and applications during this engagement.
OTHER MATTERS
23. Third -Party Service Providers. BKD may from time to time utilize
third -party service providers, e.g., domestic software processors or
legal counsel, or disclose confidential information about You to
third -party service providers in serving Your account. BKD
maintains, however, internal policies, procedures, and safeguards to
protect the confidentiality and security of Your information. In
addition, BKD will secure confidentiality agreements with all service
providers to maintain the confidentiality of Your information. If We
are unable to secure an appropriate confidentiality agreement, You
will be asked to consent prior to BKD sharing Your confidential
information with the third -party service provider.
24. Independent Contractor, When providing services to You, We will
be functioning as an independent contractor; and in no event will We
or any of Our employees be an officer of You, nor will Our
relationship be that of joint venturers, partners, employer and
Rock Prairie Management District No. 2
May 12, 2022
Page 9
employee, principal and agent, or any similar relationship giving rise
to a fiduciary duty to You.
25. Use of BRD Name. Any time You intend to reference BKD's firm
name in any manner in any published materials (other than in
connection with Our audit report or other deliverables) You agree to
provide Us with draft materials for review and approval before
publishing or posting such information.
26. Praxity. BKD is an independent accounting firm allowed to use the
name "Praxity" in relation to its practice. BKD is not connected,
however, by ownership with any other firm using the name "Praxity."
BKD will be solely responsible for all work carried out on Your
behalf. In deciding to engage BKD, You acknowledge that We have
not represented to You that any other firm using the name "Praxity"
will in any way be responsible for Our work.
27. BKD Status as LLP. BKD is a registered limited liability partnership
under Missouri law. Under applicable professional standards, partners
of BKD, u.p have the same responsibilities as do partners in a general
accounting and consulting partnership with respect to conformance
by themselves and other professionals in BKD with their professional
and ethical obligations. However, partners in a registered limited
liability partnership do not have individual civil liability, directly or
indirectly, for any debts, obligations, or liabilities of or chargeable to
the registered limited liability partnership or each other, whether
arising in tort, contract, or otherwise.
28. Entire Agreement. The contract, including this Terms and
Conditions Addendum and any other attachments or addenda,
encompasses the entire agreement between You and BKD and
supersedes all previous understandings and agreements between the
parties, whether oral or written. Any modification to the terms of this
contract must be made in writing and signed by both You and BKD.
29. Force Majeure. The parties shall not be held responsible for any
failure to fulfiII the parties' obligations under this contract if such
failure was caused by circumstances beyond the parties' reasonable
control, including, but not limited to, acts of God, strikes, lockouts, or
other industrial disturbances, acts of the public enemy, orders of any
kind of the Government of the United States or of the State of Texas
or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil
disturbances, explosions, or economic collapse.
30. Choice of Law and Venue. This contract shall be construed in
accordance with and governed by the laws of the State of Texas and
venue shall be in Brazos County, Texas.
31. Representations. (a) As required by Chapter 2271, Government
Code, We represent that We, including any wholly owned subsidiary,
majority -owned subsidiary, parent company or affiliate of Lis, do not
boycott Israel and will not boycott Israel through the term of this
engagement. The term "boycott Israel" in this paragraph has the
meaning assigned to such term in Section 808.001 of the Texas
Government Code, as amended.
(b) Pursuant to Chapter 2252, Texas Government Code, we represent
and certify that, at the time of execution of this contract, neither we,
nor any wholly owned subsidiary, majority -owned subsidiary, parent
company, or affiliate of the same is a company listed by the Texas
Rock Prairie Management District No. 2
May 12, 2022
Page 10
Comptroller of Public Accounts under Sections 2270.0201 or
2252.153 of the Texas Govemment Code.
(c) To the extent the engagement to which this Terms and Conditions
Addendum is attached has a value of $100,000 or more, pursuant to
Section 2274.002, Texas Government Code (as added by Senate Bill
13, 87th Texas Legislature, Regular Session), as amended, We hereby
verify that We, including a wholly owned subsidiary, majority -owned
subsidiary, parent company or affiliate of Us, does not boycott energy
companies, and will not boycott energy companies during the term of
this Agreement. As used in the foregoing verification, "boycott
energy companies" shall have the meaning assigned to the term
"boycott energy company" in Section 809.001, Texas Government
Code.
(d) To the extent the engagement to which this Terms and Conditions
Addendum is attached has a value of $100,000 or more, pursuant to
Section 2274.002, Texas Government Code (as added by Senate Bill
19, 87th Texas Legislature, Regular Session), as amended, We hereby
verify that We, including a wholly owned subsidiary, majority -owned
subsidiary, parent company or affiliate of Us, (i) does not have a
practice, policy, guidance or directive that discriminates against a
firearm entity or firearm trade association, and (ii) will not
discriminate against a firearm entity or firearm trade association
during the term of the Agreement. As used in the foregoing
verifications, "discriminate against a firearm entity or trade
association" shall have the meaning assigned to such term in Section
2274.001(3), Texas Government Code.
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6 if there •are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
BKD, LLP
Houston, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Rock Prairie Management District No. 2
3 Provide the identification number used by the governmental entity or state agency to track or identify
description of the services, goods, or other property to be provided under the contract.
05122022
Audit of the District's financial statements for the fiscal year ended May 31, 2022
4
Cole, Abe
Pruitt, Rob
Watson, Tom
Wolfe, Mike
FORM 1295
1 of 1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2022-883493
Date Filed:
05/09/2022
Date Acknowledged:
09/09/2022
the contract, and provide a
Name of Interested Party City, State, Country (place of business)
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is
My address is
Springfield, MO United States
Indianapolis, IN United States
Dallas, TX United States
Springfield, MO United States
, and my date of birth is
(street) (city) (state)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of , on the day of
Nature of interest
(check applicable)
Controlling Intermediary
I x
(zip code) (country)
, 20 .
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx,us
Version V1.1.191b5cdc
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
BKD, LLP
Houston, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Rock Prairie Management District No. 2
3 Provide the identification number used by the governmental entity or state agency to track or identify
description of the services, goods, or other property to be provided under the contract.
05122022
Audit of the District's financial statements for the fiscal year ended May 31, 2022
4
Cole, Abe
Pruitt, Rob
Watson, Tom
Wolfe, Mike
Name of Interested Party
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
FORM 1295
1 of 1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2022-883493
Date Filed:
05/09/2022
Date Acknowledged:
the contract, and provide a
City, State, Country (place of business
Springfield, MO United States
Indianapolis, IN United States
Dallas, TX United States
Springfield, MO United States
My name is BRIAN K. KRUEGER , and my date of birth is
My address is 2700 POST OAK BLVD., SUITE 1500
(street)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in HARRIS
HOUSTON
(city)
Nature of interest
(check applicable)
Controlling Intermediary
04/11/67
TX , 77056 USA
(state) (zip code) (country)
County, State of TEXAS , on the 12tllday of MAY , 20 22
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us
Version V1.1.191b5cdc
EXHIBIT "B"
MUNICIPALCONSUTI ACCOUNTSiGLP.
1 Elii
, .
Rock Prairie Management
District No. 2
Bookkeeper's Report
May 12, 2022
611 Longmire Rd Suite 1 • Conroe, Texas 77304 • Phone: 936.756.1644 • Fax: 936.756.1844
Rock Prairie MD No. 2 - GOF
Cash Flow Report - Checking Account
As of May 12, 2022
Num
BALANCE AS OF 04/15/2022
Receipts
Maintenance Tax Collections
Debt Service Tax Collection
Total Receipts
Disbursements
2028
2029
2030
2031
Svc Chg
Wire
Name
BKD, L.L.P.
EHRA Engineering
Municipal Accounts & Consulting, LP
Schwartz, Page & Harding, L.L.P.
Central Bank
Rock Prairie MD 2 - DSF
Total Disbursements
BALANCE AS OF 05/12/2022
CENTRAL BANK - CHECKING - #XXXX6508
Memo
Auditing Fees (SB 625)
Engineering Fees
Bookkeeping Fees
Legal Fees
Service Charge
Wire Transfer - To Debt Fund
Amount
44,101.98
10,000.00
(500.00)
(1,299.06)
(1,651.75)
(7,980.63)
(40.00)
(10,000.00)
Balance
($20,323.23)
54,101.98
(21,471.44)
$12,307.31
Rock Prairie Management District No. 2
Account Balances
' As of May 12, 2022
Financial Institution Issue Maturity Interest Account
(Acct Number) Date Date Rate Balance
Fund: Operating
Checking Account(s)
CENTRAL BANK - CHECKING (X6508) 0.00 % 12,307.31 Checking Account
Totals for Operating Fund: $12,307.31
Fund: Debt Service
Money Market Funds
TEXAS CLASS (XX O(0001) 04/06/2021 0.74 % 120,000.98 Road
Totals for Debt Service Fund: $120,000.98
Grand total for Rock Prairie Management District No. 2: $132,308.29
Notes
Revenues
14100 Developer Advance
14350 Maintenance Tax Collections
14380 Interest Earned on Checking
Total Revenues
Rock Prairie MD No. 2 - GOF
Actual vs. Budget Comparison
Apri12022
Apri12022
June 2021- Apri12022 Annual
Actual Budget Over/(Under) Actual Budget Over/(Under) Budget
0 0 0 0 0 0 19,207
• 44,102 50,000 (5,898) 74,616 80,514 (5,898) 115,323
0 4 (4) 0 41 (41) 45
44,102 50,004 (5,902) 74,616 80,555 (5,939) 134,575
Expenditures
16330 Legal Fees 7,460 5,000 2,460 54,683 55,000 (318) 60,000
16340 Auditing Fees 500 0 500 13,800 11,800 2,000 11,800
16350 Engineering Fees 1,299 2,500 (1,201) 10,334 27,500 (17,166) 30,000
16430 Bookkeeping Fees 1,550 1,750 (200) 24,114 19,250 4,864 21,000
16450 Legal Notices & Other Publ. 104 500 (396) 104 500 (396) 1,000
16455 SB 2 Expenses 0 250 (250) 2,500 2,750 (250) 3,000
16460 Printing & Office Supplies 66 75 (9) 1,091 825 266 900
16470 Filing Fees 290 46 244 1,541 504 1,037 550
16480 Delivery Expense 152 42 110 857 458 398 500
16520 Postage 0 4 (4) 57 46 11 50
16530 Insurance & Surety Bond 0 0 0 3,063 3,800 (737) 3,800
16540 Travel Expense 0 108 (108) 565 1,192 (627) 1,300
16560 Miscellaneous Expense 51 56 (5) 459 619 (160) 675
Total Expenditures 11,471 10,331 1,140 113,168 124,244 (11,076) 134,575
Excess Revenues (Expenditures)
$32,631 $39,673 ($7,042) ($38,552) ($43,689) $5,136 $0
Rock Prairie MD No. 2 - GOF
Balance Sheet
As of April 30, 2022
ASSETS
Current Assets
Checking/Savings
11101 • Cash in Bank
Apr 30, 22
23,739
Total Checking/Savings 23,739
Other Current Assets
11520 • Maintenance Tax Receivable 848
11750 • Due From Tax Account (8,171)
Total Other Current Assets
Total Current Assets
TOTAL ASSETS
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
12000 • Accounts Payable
Total Accounts Payable
Other Current Liabilities
12800 • Deferred Inflows
Total Other Current Liabilities
Total Current Liabilities
Total Liabilities
Equity
13010 • Unallocated Fund Balance
Net Income
(7,323)
16,416
16,416
11,431
11,431
848
848
12,279
12,279
42,689
(38,552)
Total Equity 4,136
TOTAL LIABILITIES & EQUITY 16,416
Paying Agent
Rock Prairie Management District No. 2
District Debt Service Payments
05/01/2022 - 12/31/2023
Series Date Due Date Paid Principal Interest Total Due
Debt Service Payment Due 09/01/2022
Bank of New York 2021 - Road 09/01/2022 65,000.00 31,591.25 96,591.25
Total Due 09/01/2022 65,000.00 31,591.25 96,591.25
Debt Service Payment Due 03/01/2023
Bank of New York 2021 - Road 03/01/2023 0.00 31,201.25 31,201.25
Total Due 03/01/2023 0.00 31,201.25 31,201.25
Debt Service Payment Due 09/01/2023
Bank of New York 2021 - Road 09/01/2023 65,000.00 31,201.25 96,201.25
Total Due 09/01/2023 65,000.00 31,201.25 96,201.25
District Total $130,000.00 $93,993.75 $223,993.75
EXHIBIT "C"
Rock Prairie Management District No. 2 - GOF
Propsed Budget - Fiscal Year 2023
6/1/22 - 5/31/23
9 Month 12 Month FY 2022 FY 2023
Actuals Annualized Approved Budget Proposed Budget
Revenue
14100 • Developer Advance 0 0 19,207 145,440
14350 • Maintenance Tax Collections 30,514 72,000 115,323 75,700
14380 • Interest Earned on Checking 0 0 45 0
Total Revenue 30,514 72,000 134,575 221,140
Expense
16330 • Legal Fees 47,223 56,668 60,000 60,000
16340 • Auditing Fees 13,300 13,300 11,800 13,500
16350 • Engineering Fees 9,035 10,842 30,000 30,000
16430 • Bookkeeping Fees 22,564 27,077 21,000 35,000
16450 • Legal Notices & Other Publ. 0 0 1,000 1,000
16455 • SB 2 Expenses 2,500 3,000 3,000 2,500
16460 • Printing & Office Supplies 1,026 1,231 900 1,250
16470 • Filing Fees 1,251 1,501 550 1,300
16480 • Delivery Expense 705 846 500 500
16510 • Mowing - Parks 0 14,130 0 70,230
16520 • Postage 57 69 50 60
16530 • Insurance & Surety Bond 3,063 3,063 3,800 3,500
16540 • Travel Expense 565 1,129 1,300 1,000
16550 • Bank Fees 0 0 0 500
16560 • Miscellaneous Expense 828 1,103 675 800
Total Expense 102,117 133,959 134,575 221,140
Net Revenue (71,6031 (61,959) 0 0
Maintenance Tax Collections = $45,486,581 / 100 * $0.17 * 98%
*Those appendix items required by Texas Water Code Section 49.057(b) are filed in the District's official records and are available
upon request. Any person wishing to obtain a copy of such documents may submit a request under the Texas Public Information
Act to the following address: Rock Prairie Management District No. 2, c/o Schwartz, Page & Harding, L.L.P., 1300 Post Oak Blvd..
Suite 2400 Houston, TX. 77056, (713) 623-4531.
Honesty I Efficiency I Transparency I Accountability I Continuity
MUNICIPAL TAX SERVICE,LLC
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE MONTH ENDING
April 30, 2022
B & A MUNICIPAL TAX SERVICE, LLC
13333 NORTHWEST FREEWAY, STE 620
HOUSTON, TX 77040
MAIN 713-900-2680
TOLL FREE 1-888-598-7409
1
MUNICIPAL TAX SERVICE,LLC
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE PERIOD ENDING 4/30/22
RECEIVABLES SUMMARY
2021 Balance Forward Levy at 05/31/21 FYE
CAD Changes / Uncollectible
Outstanding Balance forward Prior Years (2020-2010) at 05/31/21 FYE
CAD Changes / Uncollectible
Total Levy to be collected
Collection prior months (all years)
2021 Taxes Collected net NSF & KR Refunds during current month
Taxes Collected for Prior Years net NSF & KR Refunds
Total Outstanding Balance
TAX ACCOUNT
Income
Taxes Collected Current Year
Taxes Collected Prior Year
10% Rendition Penalty
Penalties & Interest
Collection Fee Paid
Overpayments
NSF or Reversals, Bank Charges
Other Fees & Court Costs, Etc
CCI Overpayment
Escrow / Prepaid
Beginning Balance — Tax Account
Expenses
CK# 1157 B&A Municipal Tax Service, LLC - Invoice MD2-146
CK# 1158 B&A Municipal Tax Service, LLC - Invoice MD2-147
Ending Balance —Tax Account
$0.00
$216,602.76
$847.78
($10.15)
($205,155.81)
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$817.70
$211.61
$1,029.31
216,602.76
837.64
217,440.40
(205,155.81)
12,284.58
20,457.55
20,457.55
19,428.24
B & A MUNICIPAL TAX SERVICE, LLC
13333 NORTHWEST FREEWAY, STE 620
HOUSTON, TX 77040
MAIN 713-900-2680
TOLL FREE 1-888-598-7409
2
MUNICIPAL TAX SERVICE,LLC
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE PERIOD ENDING 4/30/22
OUTSTANDING TAXES - YEAR TO DATE
BALANCE FORWARD
CAD
TAX @ SUPPLEMENTS &
YEAR 10/01/21 CORRECTIONS UNCOLLECTIBLE
2021 $161,569.45 $55,033.31 $0.00
2020 $117,676.84 ($10.16) $0.00
2019 $73,299.93 $0.00 $0.00
2018 $49,461.25 $0.00 $0.00
2017 $19,962.78 $0.00 $0.00
EXEMPTIONS & TAX RATES
TAX
YEAR
2022
2021
2020
2019
2018
2017
HOMESTEAD
EXEMPTION
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
DISTRICT VALUES
TAX LAND &
YEAR IMPROVEMENTS
2021 43,412,055
2020 22,941,412
2019 14,898,546
2018 9,881,920
2017 4,069,643
OVER 65 /
DISABLED
0
0
0
0
0
0
AG NET
8,675
7,123
14,370
28,690
27,010
COLLECTIONS
$204,752.28
$117,232.59
$73,299.93
$49,461.25
$19,962.78
DEBT SERVICE
M & O RATE RATE
0.00000 0.00000
0.17000 "0.00000
0.50000 0.00000
0.50000 0.00000
0.50000 0.00000
0.50000 0.00000
PERSONAL
PROPERTY
608,274
617,829
909,670
309,850
0
EXEMPTIONS
708,450
33,002
1,162,600
328,210
104,096
OUTSTANDING
TAXES
$11,850.48
$434.10
$0.00
$0.00
($0.00)
$12,284.58
ROAD BOND DEBT
RATE
0.00000
0.33000
0.00000
0.00000
0.00000
0.00000
TOTAL VALUE
43,320,554
23,533,362
14,659,986
9,892,250
3,992,557
COLLECTIONS
PERCENTAGE
94.53%
99.63%
100.00%
100.00%
100.00%
TOTAL RATE
0.00000
0.50000
0.50000
0.50000
0.50000
0.50000
SR KR
15 15
45 45
74 74
90 90
87 87
B & A MUNICIPAL TAX SERVICE, LLC
13333 NORTHWEST FREEWAY, STE 620
HOUSTON, TX 77040
MAIN 713-900-2680
TOLL FREE 1-888-598-7409
3
MUNICIPAL TAX SERVICE,LLC
BEGINNING BALANCE
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE PERIOD ENDING 4/30/22
PROFIT & LOSS
CURRENT MONTH
4/01/22 - 4/30/22
31,862.44
FISCAL YEAR
6/01/21 - 4/30/22
19,781.09
INCOME
10% Rendition Penalty 0.00 0.00
Bad Check Charges 0.00 0.00
CAD Refund Excess Allotment 0.00 164.30
Collection Fee 0.00 99.28
Earned Interest 0.00 0.00
Overpayments 0.00 6,332.29
Penalty & Interest 0.00 589.28
Rollback Tax Collected 0.00 0.00
Taxes Collected 0.00 205,165.96
Total Income -
EXPENSES
0.00
212,351.11
Annexation 0.00 100.00
Audit/Records 0.00 175.00
Bank Charges 0.00 699.86
Bond Premium 0.00 50.00
CAD Fees, 0.00 1,487.00
Certificate of Value 0.00 0.00
Copies 95.00 521.80
Correction Roll Refunds 0.00 10.15
Correction Roll Rendition Refunds 0.00 0.00
Continuing Disclosure 0.00 425.00
Court Affidavits 0.00 0.00
Delinquent Tax Attorney Assistance 15.00 165.00
Delinquent Tax Attorney Fee 0.00 99.28
Estimate of Value 0.00 950.00
Installment Tracking 0.00 0.00
Unclaimed Property Report 0.00 0.00
Legal Notices 0.00 1,266.50
Mailing & Handling 2.33 533.70
Meeting Travel & Mileage 0.00 1,481.96
Overpayment Refund 0.00 6,332.23
Public Hearing 0.00 975.00
Records Retention 0.60 8.91
Roll Update & Processing 37.50 393.75
Supplies 0.00 78.44
Tax Assessor Collector Fee - AB 817.70 7,904.80
Tax Rate Preparation & Calculation 0.00 0.00
Transfer to Rollback Collected 0.00 0.00
Transfer to Maintenance & Operating 436.76 74,615.77
Transfer to Road Debt Service 10,000.00 113,400.50
11,404.89 211,674.65
ENDING BALANCE 20.457.55 2Q4f7.55.
B & A MUNICIPAL TAX SERVICE, LLC
13333 NORTHWEST FREEWAY, STE 620
HOUSTON, TX 77040
MAIN 713-900-2680
TOLL FREE 1-888-598-7409
4
MUNICIPAL TAX SERVICE,LLC
ROCK PRAIRIE MANAGEMENT DISTRICT 2
FOR THE PERIOD ENDING 4/30/22
YEAR TO YEAR COMPARISON
2021
%
2020
%
VARIANCE
October
$0.00
I
0.00%
$678.59
0.58%
-0.58%
November
$27,879.54
12.87%
$1,138.23
1.56%
11.31%
December
$47,161.03
34.64%
$4,289.31
5.24%
29.40%
January
. $96,284.05
79.10%
$91,384.54
82:85%
83.24%
-3.75%
February
$32,143.07
93.94%
$459.42
10.70%
March
$1,284.59
94.53%
$10,353.63 _
98.83%
-4.30%
April
$0.00
94.53%
$525.34
99.28%
-4.75%
I
May
June
July
August
September
_
MONTHLY COLLECTIONS
20211 20201 2019 I
$0.00 $0.00 $0.00
B & A MUNICIPAL TAX SERVICE, LLC
13333 NORTHWEST FREEWAY, STE 620
HOUSTON, TX 77040
MAIN 713-900-2680
TOLL FREE 1-888-598-7409
5
MUNICIPAL TAX SERVICE,LLC
ROCK PRAIRIE MGT DIST NO. 2
FOR THE PERIOD ENDING 04/25/2022
PLEDGED SECURITIES REPORT
SECURITES PLEDGED AT 105% OVER FDIC INSURED $250,000
COLLATERAL SECURITY AGREEMENT ON FILE : YES
TAX BANK ACCOUNT HELD AT: WELLS FARGO / BANK OF NEW YORK MELLON
COLLATERAL SECURITY REQUIRED: NO
TYPE OF PLEDGED INVESTMENT:
a 4
IN COMPLIANCE W/ DISTRICT INVESTMENT POLICY: YES
B A MUNICIPAL TAX SERVICE, LLC
13333 NORTHWEST FREEWAY SUITE 620
HOUSTON, TX 77040
MAIN 713-900-2680
FAX 713-900-2685
PS
STATE OF TEXAS §
COUNTY OF BRAZOS §
Avik Bonnerjee, being duly sworn, says that he is the Tax Assessor -Collector for the above
named District and the foregoing contains a true and correct report accounting for all taxes
collected for said District during the month therein stated.
Avik Bonnerjee, RTA
SWORN TO AND SUBSCRIBED BEFORE ME, this 1st day of May 2022.
REBECCA LYNN BREWER
Notary ID #1258819
My Commission Expires
March 1, 2024
R1
Rebecca Lynn Brewer
Notary Public, State of Texas
Notary ID #1258819
My Commission Expires March 1, 2024
MUNICIPAL TAX SERVICE, LLC
Bill To
Rock Prairie Management District No. 2
13333 Northwest Freeway
Suite 620
Houston TX 77040
Invoice
Date Invoice #
5/1/2022 MD2-146
Description Unit Count Rate Amount
Avik Bonnerjee, RTA - Tax Assessor Collector Fee May 2022. 662.00 662.00
2021 Additional Unit Count Invoiced 2022 173 0.90 155.70
Thank you for your business.
•
Total
�d poi- as Gg- 067
13333 Northwest Freeway, Suite 620 ■ Houston, TX 77040 ' PH:713-900-2680 s www.bamunitax.com
$817.70
MUNICIPAL TAX SERVICE, LLC
Bill To
Rock Prairie Management District No. 2
13333 Northwest Freeway
Suite 620
Houston TX 77040
Invoice
Date Invoice #
5/1/2022 MD2-147
Description Unit Count Rate Amount
Copies 424 0.20 84.80
Postage, Mailing, and Handling (12) 9.00 9.00
Roll Update & Processing (March 2022 Rolls) 0.5 75.00 37.50
Records Retention 5.31 5.31
Preparation of Delq. Atty. Electronic Files 15.00 15.00
Research Unclaimed Property (3.01.20 to 2.28.21) 60.00 60.00
Thank you for your business.
Total .$211.6I
13333 Northwest Freeway, Suite 620 A Houston, TX 77040 ti PH:713-900-2680 www.bamunitax.com
=�{ �o �-a-, c� �I 6s"
EXHIBIT "E"
EHRA
ENGINEERING THE FUTURE
SINCE 1936
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
ENGINEERING REPORT
MAY 2022
8. Engineering Report, including:
TBPE No. F-726
TBPLS No. 10092300
a. Authorize the design and/or advertisement of bids for construction of facilities within the District
and approval of related storm water plans, including District.
1. Status of design of Lakeway Drive Reserve, Phase 200
2. Midtown Phase 109 & 112
Board Action: Authorize the advertisement to bid Midtown Phase 109 & 112.
b. Authorize the award of/or concurrence in award of contracts for the construction of facilities
within the District, authorizing acceptance of Texas Ethics Commissions ('TEC") Form 1295, and
approval of any storm water permits.
1. Midtown City Center, Subdivision Phase 404A water sewer, drainage, and paving
improvements
EHRA has reviewed and tabulated the bid received on Wednesday, May 11, 2022, for the
above -referenced project. The bidder is Brazos Paving, Inc., in the amount of $981,928.15.
There has been satisfactory past experience and work history of similar projects with Brazos
Paving, Inc. EHRA, therefore, has no objection to recommending the contract for this project
be awarded to Brazos Paving, Inc. for the aforementioned amount, contingent upon
approval of bonds and certificate of insurance.
Board Action: Award construction contract to Brazos Paving, Inc.
EHRA Engineering 1 10011 Meadowglen Lane I Houston, Texas 77042 I t 713.784.4500 I f 713.784.4577
Rock Prairie Management District No. 2
May 2022
Page 2
c. Status of construction of facilities to serve land within the District, including the approval of any
pay estimates and change orders and authorize acceptance of TEC Form 1295, including:
1. Irrigation of Phase I Park Development by Green Teams, Inc.
Contractor Green Teams, Inc.
Contract Days 45 days
Approved Extensions 0 days
Contract Completion Date 5/10/2020
Date Approved Comment
Contract Bid Amount $435,305.00 3/27/2020 Notice to Proceed Issued
Change Order No. 1 $5,760.00 9/10/2020 Sleeves & Meter
Change Order No. 2 $5,756.00 9/10/2020 Sieves & Irr. Heads
Change Order No. 3 $16,400.00 9/10/2020 Bore Under Road
Change Order No. 4 $24.221.00 For Approval Hydrant Meter
Total Contract Amount $487,442.00
Pay Request No. 1 $231,304.50 7/9/2020
Pay Request No. 2 $157,208.40 9/10/2020
Pay Request No. 3 & Final $98.929.10 For Approval
Total Pay Requests $487,442.00
Remaining on Contract
$0.00 0.00% of Contract Remaining
Board Action: Approve Change Order No. 4 and Pay Request No. 3 & Final.
2. Midtown Reserve, Phase 106 by Greens Prairie Investors, Ltd.
Contractor
Contract Days
Approved Extensions
Contract Completion Date
Greens Prairie Investors, Ltd.
160
0
Contract Bid Amount 5684.947.80
Total Contract Amount $684,947.80
Total Pay Requests $0.00
Remaining on Contract $684,947.80
Board Action: None.
days
days
Date Approved Comment
100.00% of Contract Remaining
CuDA Cnninonrinn 11rV111 AAnleAnuinlon I vno I Uniirh Toys 7711,41 I r 717 7QA ACM 1 f 717 74A 4t77
EHRA
ENGINFFRINC TNR. FtrruR!
Rock Prairie Management District No. 2
May 2022
Page 3
3. Midtown Reserve, Phase 107 by Greens Prairie Investors, Ltd.
Contractor
Contract Days
Approved Extensions
Contract Completion Date
Contract Bid Amount
Total Contract Amount
Greens Prairie Investors, Ltd.
120
0
8728.238.70
$728,238.70
days
days
Date Approved Comment
Total Pay Requests $0.00
Remaining on Contract $728,238.70 100.00% of Contract Remaining
Board Action: None.
d. Acceptance of site and/or easement conveyances for facilities to be constructed for the District
and acceptance of facilities for operation and maintenance purposes.
1. Conveyance and Bill of Sale of Utility Facilities form College Station Town Center, Inc. relative to
Midtown City Center Utility Extension Project.
Board Action: Approve of Conveyance and Bill of Sale.
e. Status of acceptance by the City of College Station, Texas for maintenance of streets.
Board Action: None.
EHRA
CUDA Cnninonrinn 11nni1 AAnirinkk,,lon I inn I Unlit-Mn Tovir 77nA7 1 I. 71170A non 1 f 711 712A Ac77
ENCINFFRINC THE Frmi i
EHRA
ENGINEERING THE FUTURE
SINCE 1936
May 11, 2022
Board of Directors
Rock Prairie Management District No. 2
c/o Schwartz, Page & Harding, LLP
1300 Post Oak Boulevard, Suite 1400
Houston, Texas 77056
Re: Rock Prairie Management District No. 2
Midtown City Center Phase 404A
Contract Recommendation Letter
Dear Directors:
TBPE No. F-726
TBPLS No. 10092300
We have reviewed and tabulated the bid received on Wednesday, May 11, 2022 for the above -
referenced project. The bidder is Brazos Paving, Inc., in the amount of $981,928.15.
There has been satisfactory past experience and work history of similar projects with Brazos Paving,
Inc. We, therefore, have no objection to recommending the contract for this project be awarded to
Brazos Paving, Inc. for the aforementioned amount, contingent upon approval of bonds and
certificate of insurance.
Enclosed, for your review, is a copy of the Unit Bid Tabulation listing the bidder for this project. If
you should have any questions or require any additional information, please do not hesitate to contact
the undersigned at 713-784-4500.
Sincerely,
son Keeling
Senior Construction Project Manager
JK/mh
cc: Rock Prairie Management District No. 2 — c/o Schwartz, Page & Harding, LLP
Texas Commission on Environmental Quality — Region 12
Mr. James Murr — College Station Town Center, Inc.
Mr. Joe Schultz, P.E. — Schultz Engineering
Joshua Campbell, P.E. — Firm
P:\151-068-13\CPS\Midtown Ph 404A\Contract Docs\Award\Brazos - Contract Recommendation.docx
EHRA Engineering 110011 Meadowglen Lane I Houston, Texas 77042 1 t 713.784.4500 I f 713.784.4577
ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2
MIDTOWN CITY CENTER PHASE 404A
UNIT BID TABULATION
BID DATE: May 11, 2022
BRAZOS PAVING, INC.
ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1
UNIT PRICE AMOUNT
GENERAL 1J MS
1 Mobilization, Overhead and Construction Staking LS 1 $47,690.00 $47,690.00
2 College Station Development Permit Allowance LS 1 $6,100.00 $6,100.00
(Minimum Bid $5,000)
3 Site Preparation, Clearing and Grubbing, (including AC 3.0 $12,880.00 $38,640.00
root raking; all cleared and grubbed debris to be
disposed by either of the following two (2) methods:
on -site using an approved trench burner or disposed of
off -site by the Contractor and no additional expense to
the Owner)
4 As -Built Topographical Survey LS 1 $3,000.00 $3,000.00
5 Fine Grading, Topsoil Removal and Replacement, LS 1 $47,965.00 $47,965.00
complete in place
6 Pavement Striping and Markings, complete in place LS 1 $910.00 $910.00
7 Standard City of College Station End of Street Object EA 6 $495.00 $2,970.00
Marker (furnish and install, complete in place)
8 Dual Street Name Sign (as per plat; furnish and install, EA 1 $970.00 $970.00
complete in place)
9 Erosion & Sediment Control - SWPPP Compliance LS 1 $6,975.00 $6,975.00
(performing project site inspections, completing
inspection reports, filing notices, posting permins)
NOI, Implementation & Maintenance, Silt Fence,
Construction Exit, Rock Filter Dam, Storm Drain Inlet
Protection, Removal of Silt Fence, Concrete Truck
Washout Area etc., complete in place
10 Seeding and Fertilizer Application for Disturbed Areas SY 4,000 $1.85 $7,400.00
per specification 32 92 13 and establishment of grass,
complete in place
11 Hydroseed and Hydromulch and Fertilizer per SY 2,500 $1.85 $4,625.00
specification BCS 32 92 13 and establishment of grass,
complete in place
12 Sidewalk Closed Sign (MUTCD R9-9) EA 3 $505.00 $1,515.00
TOTAL GENERAL ITEMS: $168,760.00
Edminstcr, Hinshaw, Russ and Associates, Inc.
P:\151-066-I3\CPS\Midtown Ph 404A\Contract Does \ Award \Unit Bid Tabulation - Midrown Phase 404a
Page 1 of 6
ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2
MIDTOWN CITY CENTER PHASE 404A
UNIT BID TABULATION
BID DATE: May 11, 2022
BRAZOS PAVING, INC.
ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1
UNIT PRICE AMOUNT
STREET CONSTRUCTION ITEMS
13 Roadway, Right -of -Way and Lot Excavation and LS 1 $5,612.00 $5,612.00
Grading per the Construction Plans (complete in place)
14 6-Inch Stabilized Subgrade Preparation (furnish and SY 3,120 $4.70 $14,664.00
install, complete in place)
15 Type "B" Lime (27 lb/sy for 6" deep, 36 lb/sy for 8" Ton 43 $211.30 $9,085.90
deep, complete in place)
16 6" Reinforced Concrete Pavement w/Curb (furnish and SY 395 $73.75 $29,131.25
install, complete in place)
17 8" Reinforced Concrete Pavement w/Curb (furnish and SY 2,450 $70.00 $171,500.00
install, complete in place)
18 ADA Ramps - With Detectable Warning Surfaces (as EA 6 $1,475.00 $8,850.00
per plans, furnish and install, complete in place)
19 4-Inch Reinforced Concrete Sidewalk and Ramps SF 8,950 $7.50 $67,125.00
(furnish and install, complete in place)
TOTAL STREET CONSTRUCTION ITEMS: $305,968.15
JVATE ATAXY CONSTRUCTION ITEMS
20 6-Inch Stabilized Subgrade Preparation (furnish and SY 1,870 $7.55 $14,118.50
install, complete in place)
21 Type "B" Lime (27 lb/sy for 6" deep) Ton 25 $211.30 $5,282.50
22 6" Reinforced Concrete Pavement w/Curb (furnish and SY 1,590 $79.10 $125,769.00
install, complete in place)
22A. Concrete Retaining Wall (furnish and install, complete LF 100 $123.75 $12,375.00
in place)
TOTAL PRIVATE ALLEY CONSTRUCTION ITEMS: $157,545.00
1
Edminster, Hinshaw, Russ and Associates, Inc.
P:\151-0GB-13\CPS\Midtown Ph 404A\Contract Does\Award\Unit Bid Tabulation - Midtown Phase 404a
Page 2 of 6
ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2
MIDTOWN CITY CENTER PHASE 404A
UNIT BID TABULATION
BID DATE: May 11, 2022
BRAZOS PAVING, INC.
ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1
UNIT PRICE AMOUNT
DEMOLITION ITEMS
23 Demolish Existing 30" Concrete SET LS 1 $250.00 $250.00
24 Demolish Existing Sidewalk SF 3,400 $1.15 $3,910.00
25 Remove Existing Fire Hydrant and Tee LS 1 $880.00 $880.00
26 Remove Existing 8" MJ Gate Valve LS 1 $300.00 $300.00
27 Remove Existing Concrete Curb LF 110 $15.70 $1,727.00
TOTAL DEMOLITION ITEMS:
STORM SEWER ITEMS
$7,067.00
28 30-Inch Class IV RCP Pipe with Structural Bedding LF 39 $168.60 $6,575.40
and Backfill (furnish and install, complete in place)
29 30-Inch RCP Pipe with Structural Bedding and LF 63 $143.00 $9,009.00
Backfill (furnish and install, complete in place)
30 30-Inch RCP Pipe with Standard Bedding and Backfill LF 42 $156.15 $6,558.30
(furnish and install, complete in place)
31 30-Inch HDPE Pipe with Structural Bedding and LF 86 $120.00 $10,320.00
Backfill (furnish and install, complete in place)
32 18-Inch Class IV RCP Pipe with Structural Bedding LF 25 $129.60 $3,240.00
and Backfill (furnish and install, complete in place)
33 18-Inch RCP Pipe with Structural Bedding and LF 322 $95.30 $30,686.60
Backfill (furnish and install, complete in place)
34 18-Inch HDPE Pipe with Structural Bedding and LF 404 $64.40 $26,017.60
Backfill (furnish and install, complete in place)
35 Standard 5' Wide Recessed Storm Sewer Curb Inlet EA 4 $5,880.00 $23,520.00
(per City of College Station Details; furnish and install,
complete in place)
36 24-Inch Grate Inlet (furnish and install, complete in EA 1 $5,040.00 $5,040.00
place)
37 18-Inch V-6970 Grate Inlet (furnish and install, EA 1 $4,775.00 $4,775.00
complete in place)
Edminster, Hinshaw, Russ and Associates, Inc.
P:\151-068-13\CPS\Midtown Ph 404A\Contract Does \ Award \Unit Bid Tabulation - Midtown Phase 404.
Page 3 of 6
ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2
MIDTOWN CITY CENTER PHASE 404A
UNIT BID TABULATION
BID DATE: May 11, 2022
BRAZOS PAVING, INC.
ITEM DESCRIPTION UNIT QUANTITY BIDDER NO, 1
UNIT PRICE AMOUNT
38 5-Foot x 4-Foot Junction Box (furnish and install, EA 1 $5,830.00 $5,830.00
complete in place)
39 4-Foot x 4-Foot Junction Box (furnish and install, EA 3 $5,750.00 $17,250.00
complete in place)
40 Rock Riprap TNS 15 $210.00 $3,150.00
41 Trench Safety (complete in place) LF 981 $2.00 $1,962.00
42 Television Inspection of Storm Sewer System (per LF 981 $3.30 $3,237.30
BICS United Technical Specifications)
TOTAL STORM SEWER CONSTRUCTION $157,171.20
WATER CONSTRUCTION ITEMS
43 12-Inch AWWA C-900 PVC Pipe (furnish and install, LF 8 $440.00 $3,520.00
including thrust blocking and appurtenances with
structural bedding and backfill, complete in place)
44 8-Inch AWWA C-900 PVC Pipe (furnish and install. LF 558 $67.00 $37,386.00
including thrust blocking and appurtenances wi0i
structural bedding and backfill, complete in place)
45 Standard City of College Station Fire Hydrant IN/ EA 1 $6,200.00 $6,200.00
vertical extension (furnish and install, complete in
place)
46 2-Inch Blow -Off Valve with Box Including Check EA 1 $2,100.00 $2,100.00
Valve (furnish and install per standard City of College
Station details, complete in place)
47 12-Inch x 8-Inch M.J. Tee (furnish and install, EA 1 $1,365.00 $1,365.00
complete in place)
48 8-Inch x 6-Inch M.J. Tee (furnish and install, complete EA 1 $850.00 $850.00
in place)
49 12-Inch M.J. Gate Valve and Box (furnish and install, EA 1 $4,200.00 $4,200.00
complete in place)
50 8-Inch M.J. Gate Valve and Box (furnish and install, EA 2 $2,460.00 $4,920.00
complete in place)
51 8-Inch x 22.5° M.J. Bend (furnish and install, complete EA 2 $720.00 $1,440.00
in place)
Ndminster, Hinshaw, Russ and Associates, Inc.
P:\ 151-068-13\CPS\Midtown Ph 409A\Contraer Does\Award\ Unit Bid Tabulation - Midtown Phase 404a
Page 4 of 6
ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2
MIDTOWN CITY CENTER PHASE 404A
UNIT BID TABULATION
BID DATE: May 11, 2022
BRAZOS PAVING, INC.
ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1
UNIT PRICE AMOUNT
52 1-Inch Water Service on 8-Inch Line, > 15 ft; avg EA 2 $1,570.00 $3,140.00
length = 48 ft (furnish and install, complete in place)
53 1.5-Inch Water Service on 8-Inch Line, > 15 ft; avg EA 10 $3,940.00 $39,400.00
length = 48 ft (furnish and install, complete in place)
54 Connect to Existing 12-Inch Water Line EA 1 $1,100.00 $1,100.00
55 Trench Safety (complete in place) LF 566 $2.00 $1,132.00
56 Waterline Testing LS I $1,500.00 $1,500.00
TOTAL WATER CONSTRUCTION ITEMS: $108,253.00
SANITARY SEWER CONSTRUCTIOi*1 ITEMS
57 8-Inch ASTM 2241, PVC Pipe Sanitary Sewer with LF 587 $76.35 $44,817.45
Structural Bedding and Backfill (all depths, furnish
and install, complete in place)
58 8-Inch ASTM 2241, PVC Pipe Sanitary Sewer with LF 142 $43.15 $6,127.30
Standard Bedding and Backfill (all depths, furnish and
install, complete in place)
59 Tie Into Existing Manhole (furnish and install, EA 1 $1,575.00 $1,575.00
complete in place)
60 4-Inch Double Sewer Service (avg length = 14.5 ft; EA 10 $760.00 $7,600.00
furnish and install, complete in place)
61 4-Inch Single Sewer Service (avg length = 14.5 ft; EA 2 $600.00 $1,200.00
furnish and install, complete in place)
62 Standard City of College Station 4-Foot Diameter EA 3 $4,200.00 $12,600.00
Sanitary Sewer Pre -Cast Manhole (furnish and install,
complete in place)
63 Trench Safety (complete in place) LF 729 $2.00 $1,458.00
64 Television Inspection of Storm Sewer System (per LF 729 $2.45 $1,786.05
B/CS United Technical Specifications)
TOTAL SANITARY SEWER CONSTRUCTION ITEMS: $77,163.80
Rdminster, Hinshaw, Russ and Associates, Inc.
P:\151-068-13\CPS\Midtown Ph 404A\Contract Does \ Award \Unit Bid Tabulation - Midtown Phase 404a
Page 5 of 6
ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2
MIDTOWN CITY CENTER PHASE 404A
UNIT BID TABULATION
BID DATE: May 11, 2022
BRAZOS PAVING, INC.
ITEM DESCRIPTION UNIT QUANTITY BIDDER NO. 1
UNIT PRICE AMOUNT
BID SUMMARY
1 GENERAL ITEMS $168,760.00
2 STREET CONSTRUCTION ITEMS $305,968.15
3 PRIVATE ALLEY CONSTRUCTION ITEMS $157,545.00
4 DEMOLITION ITEMS $7,067.00
5 STORM SEWER CONSTRUCTION ITEMS $157,171.20
6 WATER CONSTRUCTION ITEMS $108,253.00
7 SANITARY SEWER CONSTRUCTION ITEMS $77,163.80
TOTAL AMOUNT BID: $981,928.15
CALENDAR DAYS 140
* Mathematical error
Rdminster, Hinshaw, Russ and Associates, Inc.
P:\151-068-13\CPS\Midtown Ph 404A\Contrect Does \ Award \link Bid Tabulation - Midrown Phase 404a
Page 6 of 6
EXHIBIT "F"
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (the "Agreement") is made and entered into this 12th day
of May, 2022, by and between COLLEGE STATION TOWN CENTER, INC., a Texas
corporation ("Landowner"), and Rock Prairie Management District No. 2, a body politic and
corporate and a governmental agency of the State of Texas, operating under and governed by the
provisions of Chapter 3909, Texas Special District Local Laws Code, and Sections 52 and 52-a of
Article III and Section 59 of Article XVI of the Texas Constitution (the "District").
WITNES SETH
WHEREAS, Landowner is the owner of certain of the land ("Landowner's Land") located
within the District, said land being as more particularly described on Exhibit "A" attached hereto
and made a part hereof; and
WHEREAS, the District will submit to the Texas Commission on Environmental Quality
(the "Commission") an application or applications for approval to issue bonds (the "Bonds") for
the purpose of financing certain improvements to the District's water, sanitary sewer and drainage
facilities constructed or to be constructed within the District (the "Commission Approved
Facilities") and for the further purpose of paying the Landowner for certain costs associated with
the Commission Approved Facilities; and
WHEREAS, pursuant to the rules of the Commission, the District is required, as a condition
precedent to the approval by the Commission of the District's application for approval to issue the
Bonds, to enter into an agreement with Landowner and its respective lender(s), if any, receiving
proceeds of the Bonds pursuant to which Landowner and its lender(s), if any, permanently waive
the right to claim agricultural, open -space, wildlife management, timberland or inventory valuation
for the Landowner's Land and any homes or buildings constructed thereon which Landowner may
own in the District with respect to taxation by the District unless such exemptions are in effect at
the time of the Commission approval of the Bonds and the tax rate calculations contain such
exemptions; and
WHEREAS, the Commission also requires that, if the cash flow analysis with respect to
the Bonds is based upon a Certificate of estimated assessed valuation ("Certificate"), the
Landowner certify that it will not challenge or attempt to reduce valuation of Landowner's Land
below the values shown on the Certificate for the life of the Bonds; and
WHEREAS, the District will submit to the Office of the Attorney General of Texas (the
"Attorney General") for approval a transcript of proceedings for the issuance of bonds for the
purpose of financing certain road improvements (together with the Commission Approved
Facilities, the "Facilities"); and
WHEREAS, as part of said transcript, the Attorney General requires that the District certify
as to compliance with certain provisions of Commission Rule 30 TAC § 293.59 relative to the
financial feasibility of the Bonds; and
WHEREAS, in making such certification, the District will rely on the value reflected in the
certificate.
NOW, THEREFORE, Landowner and the District, for and in consideration of the issuance
and sale of the Bonds by the District and the subsequent financing of the Facilities and the payment
to Landowner of certain costs as above described, the mutual covenants expressed herein and the
mutual benefits to be derived herefrom, do hereby covenant and agree as follows:
1. Landowner, on behalf of itself, its successors and assigns, and as an inducement to the
District to issue the Bonds, does hereby waive, release, relinquish and agree to forego any
and all rights it may presently have or in the future acquire to claim agricultural, open -
space, wildlife management, timberland or inventory valuation for all or any portion of the
Landowner's Land, and for any homes or buildings which may now exist or in the future
be constructed upon the Landowner's Land, with respect to taxation by the District unless
such exemptions are in effect at the time of the Commission approval (or, if Commission
approval is not required, at the time of approval by the Attorney General) of the Bonds and
the tax rate calculations contain such exemptions. Such waiver shall be applicable only to
taxation by the District, and this Agreement shall not be construed as a waiver of any right
which Landowner may presently have or in the future acquire to claim agricultural, open -
space, wildlife management, timberland or inventory valuation for the Landowner's Land
with respect to taxation by any taxing jurisdiction other than the District.
2. Landowner does hereby agree that, for the life of the Bonds, it will not challenge or attempt
to reduce the valuations on Landowner's Land within the District to achieve a valuation
less than that shown on the Certificate, if any, reflected in the District's application to the
Commission for approval of the Bonds or relied upon in making the certification to the
Attorney General.
3. It is intended by the parties hereto that this Agreement shall be binding on Landowner, its
successors and assigns, and any entities related to or affiliated with Landowner and their
respective successors and assigns, for so long as this Agreement shall remain in force and
effect as provided in paragraph 5 below. Landowner hereby represents that other than
Crockett National Bank and College Station Land Investment, LP, which join in the
execution hereof for all purposes, no lender or lienholder has, as of the date hereof, any
interest in and to the Landowner's Land or any portion thereof, and that Landowner, by its
execution hereof, has the right, power and authority to encumber the Landowner's Land
with the waiver agreed to herein and that the signatory hereto has been duly authorized by
all necessary corporate action to execute this Agreement on behalf of Landowner.
-2-
628840 1.docx
4. It is intended that this Agreement shall be recorded in the Real Property Records of Brazos
County, Texas, and that the waiver agreed to herein is a covenant binding upon and running
with the Landowner's Land and is not a personal covenant of Landowner.
5. This Agreement shall remain in full force and effect for thirty (30) years or until none of
the Bonds remain outstanding, whichever comes first, and shall not be modified or
amended, and the covenants created herein and encumbering the Landowner's Land shall
not be released, without the written authorization of the Commission and the District;
provided, however, that in the event the District is dissolved by the City of College Station
Texas, this Agreement shall terminate without further action upon the occurrence of such
dissolution; and further provided, however, that should approval by the Commission (or,
with respect to Bonds issued to finance road improvements, the Attorney General) of the
Bonds not be obtained or should the District fail to issue the Bonds, the District shall enter
into a mutual termination agreement with the Landowner, which shall terminate this
Agreement, within ninety (90) days after the District makes a final determination that such
approval will not be obtained or the Bonds will not be issued.
6. The District agrees to process an application or applications to the Commission, or as
applicable a transcript of proceedings to the Attorney General, for approval to issue the
Bonds in accordance with the provisions of those certain Utility Development Agreements
between the District and Landowner, as soon as reasonably practical following receipt by
the District of a fully executed original of this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
-3-
628840_1.docx
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
the day and date above first written.
COLLEGE STATION TOWN CENTER, INC., a
Texas corporation
By:
THE STATE OF TEXAS
COUNTY OF BRAZOS
James. G. Murr, Director
This instrument was acknowledged before me on this day of
2022, by James Murr, Director of College Station Town Center, Inc., a Texas corporation, on
behalf of said corporation.
Notary Public in and for the
State of TEXAS
(SEAL)
-4-
628840_1.docx
THE STATE OF TEXAS
COUNTY OF
§
§
§
CROCKETT NATIONAL BANK
By:
Name:
Title:
This instrument was acknowledged before me on this day of
of Crockett National Bank.
(SEAL)
-5-
Notary Public in and for
the State of TEXAS
, 2022, by
628840_ 1.docx
THE STATE OF TEXAS
COUNTY OF
§
§
§
COLLEGE STATION LAND INVESTMENT, LP,
a Texas limited partnership
By: LEOPOLD, INC., a Texas corporation its
General Partner
By:
John Durham, President
This instrument was acknowledged before me on this day of ,
2022, by John Durham, President of Leopold, Inc., a Texas corporation, General Partner of College
Station Land Investment, LP, a Texas limited partnership, on behalf of said entities.
(SEAL)
-6-
Notary Public in and for
the State of TEXAS
628840_1.docx
THE STATE OF TEXAS
COUNTY OF BRAZOS
§
§
§
ROCK PRAIRIE MANAGEMENT
DISTRICT NO. 2
By:
President, Board of Directors
This instrument was acknowledged before me on this day of , 2022,
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)
-7-
628840_1.docx
EXHIBIT "G"
POST OAK
MUNICIPAL ADVISORS
820 Gessner Road, Suite 1350
Houston, TX 77029
713-328-0990
April 28, 2022
Board of Directors
Rock Prairie Management District No. 2
i/o 1300 Post Oak Boulevard
Suite 1400
Houston, Texas 77056
Dear Board of Directors:
I regret to inform you that Post Oak Municipal Advisors LLC hereby resigns as financial advisor to Rock
Prairie Management District No. 2. Pursuant to the terms of our municipal advisory contract dated May
10, 2018, our agreement to provide financial advisory services to the District will terminate on May 29,
2022, which is 30 days from the date of this notice. However, we are happy to waive the notice
requirements if that is the District's preference.
Thank you for allowing me to assist the District since its inception, and I wish the District continued
success.
Sincep4y,
C. Terrell Palmer
President
EXHIBIT "H"
FINANCIAL ADVISORY CONTRACT
To: Board of Directors
Rock Prairie Management District No. 2
Brazos County, Texas
Ladies and Gentlemen:
1. We understand that you are contemplating the issuance of securities of the kinds, in the amounts and for the
purposes indicated as follows:
All bonds to be issued by Rock Prairie Management District No. 2 (the "District"). Such bonds may be authorized by
the voters ofthe District or may be issued on a contractual basis. All bonds must be authorized for sale by the District's
Board of Directors. In addition, the term "Bonds" is understood to include, but not be limited to revenue bonds,
refunding bonds, bond anticipation notes, or other lawful securities issued by the District.
and that in connection with the issuance of these securities you desire this proposal from us to perform professional services
in the capacity of Financial Advisor or Municipal Advisor for your District (hereinafter called "Issuer").
2. By this proposal we offer our professional services and our facilities as Financial Advisor for the issuance and
sale of the above -described securities, and, in that capacity, we agree to perform the following duties, and to perform such
other duties, as, in our judgment, may be necessary or advisable:
a. We will make a survey of the financial resources of the Issuer to determine the extent of its borrowing capacity.
This survey will include an analysis ofthe existing debt structure as compared to existing and projected sources
of income which may be pledged to secure payment of debt service, and where appropriate, will include a study
of the trend of the assessed valuation of the Issuer, the Issuer's taxing power, and the present and estimated
future taxing requirements. If the revenues of a system or facility are to be pledged to repayment of the securities
in question, the survey will take into account any outstanding obligations which are payable from the net
revenues thereof, additional net revenues to arise from any proposed rate increase, and the additional net
revenues as projected by your consulting engineers as a result of the improvements to be financed by the
securities in question. We will also take into account your future financing needs and operations as projected
by our staff and/or your consulting engineers and other experts.
b. On the basis of the information developed by the survey described in the above and foregoing paragraph,
and on the basis of other information and experience available to us, we will submit our written
recommendations on the financing in question. Our plan will include recommendations as to the date of
issue, interest payment dates, schedule of principal maturities, options of prior payment, and any other
necessary additional security provisions designed to make the issue more attractive to investors. All
recommendations will be based on our best professional judgement, with the goal of designing securities
which can be sold under terms most advantageous to Issuer, and at the lowest interest cost consistent with
all other considerations.
c. We will advise you of current bond market conditions, forthcoming bond issues, and other general
information and economic data which might normally be expected to influence the interest rates or bidding
conditions, so that the date for the sale of the securities can be set at a time which, in our opinion, will be
favorable.
d. If it is necessary to hold an election to authorize the securities, we will, under the direction of the bond
attorneys, assist in coordinating the assembly and transmittal to the bond attorneys of such data as may be
required for the preparation of the necessary petitions, orders, resolutions, notices and certificates in
connection with the election.
e. We will coordinate the preparation and submission of the Official Notice of Sale, the Official Statement
or Offering Statement, and such other market documents which you may require. We will also supervise
preparation of the uniform bid form, containing provisions recognized by the municipal securities industry
as being consistent with the securities offered for sale. We will submit to you all such offering documents,
including the Official Statement, for your proper examination, approval and certification. After such
examination, approval and certification we will furnish you with a supply of such documents and shall
mail a set of the same to a list of prospective bidders, a copy of which list shall be submitted to you upon
request. We will also supply sufficient copies of the Official Statement or Offering Statement to the
purchaser of the securities in accordance with the terms of the Notice of Sale.
f. We will make recommendations to the Issuer on the matter of bond rating(s) for the proposed issue and
when directed by you shall coordinate the preparation of such information as in our opinion is required
for submission to the rating agency(ies). In those cases where the advisability of personal presentation of
information to the bond rating agencies may be indicated, we will arrange for such personal presentation.
g.
If the securities are to be sold at public sale, we will disseminate information to prospective bidders, we will
organize such information meetings as in our judgment may be necessary, and we will work with
prospective bidders to assist them in timely submitting proper bids. We will assist you at the bond sale for
the purpose of coordinating the receipt of bids, and the furnishing of good faith checks where indicated, and
for the purpose of tabulation and comparison of bids, and will advise you as to the best bid, and will provide
our recommendation as to acceptance or rejection of such bid. As soon as a bid for the bonds shall be
accepted by you, we will proceed to coordinate the efforts of all concerned to the end that the bonds may
be delivered and paid for as expeditiously as possible. We shall assist you in the preparation of verification
of final closing figures, and when requested will provide suggestions on a program of temporary investment
of bond proceeds, in consultation with the Issuer's architect or consulting engineer, consistent with the
construction timetable for the project.
After closing we will deliver to you and your paying agent(s) definitive debt records, including a schedule of annual
debt service requirements on the obligations being delivered to the purchaser.
3. We agree to direct and coordinate the entire program of financing herein contemplated. In that connection we
understand that you have retained or expect to retain a firm of nationally recognized municipal bond attorneys, who will
prepare the proceedings and advise the steps necessary to be taken to issue the securities and who will issue an opinion
approving their legality. We will maintain liaison with this firm of bond attorneys and shall assist in all financial advisory
aspects involved in the preparation of appropriate legal proceedings and documents.
Where the issuance and sale of the securities, and construction of the project in question, requires the approval of
any state or governmental agency, we shall assist you in the preparation of all financial information required for inclusion
in applications for such approval, and when requested by you, shall appear on your behalf to provide appropriate testimony
at public hearings before state and other governmental commissions and the boards. We will also be available to participate
with you in any preliminary conferences with the staffs of any state or governmental agencies involved, and we will, for
qualified projects, coordinate the preparation of financial assistance applications required for state involvement.
4. In consideration for the services rendered by us in connection with the issuance and sale of the above -described
securities it is understood and agreed that our fee for each issue of securities will be as follows:
First $5,000,000 Bonds @ 2% of par value
Next $3,000,000 Bonds @ 1-3/4% of par value
Next $2,000,000 Bonds @ 1-1/2% of par value
All Over $10,000,000 Bonds @ 1-1/4% of par value
In connection with refunding bonds, our fee for professional services rendered will be computed for each issue of
refunding bonds actually sold and delivered to and paid for by the purchaser(s) on the basis of one percent (1%) of the par
amount of the refunding bonds with a minimum fee of $25,000.
In connection with the issuance of bond anticipation notes, our fee for professional services rendered will be
computed for each issue of notes actually sold and delivered to and paid for by the purchaser(s) on the basis of one percent
(1%) of the par amount of the note with a minimum fee of $10,000.
In addition to our fee, the Issuer will be responsible for the expenses set forth below. In some cases, we may incur
these expenses on your behalf, and you agree to reimburse us for such expenses.
All expenses of issuance will be borne by the Issuer. These issuance expenses include, but are not limited to, the
cost of printing and mailing the Official Notice of Sale and the Official Statement, the travel expenses of the financial
advisor, if any, incurred in presentation(s) before regulatory authorities, the national rating agencies, and/or credit
enhancement companies on behalf of the District, the fees of the national rating services pertaining to their assignment of
credit rating(s) to the District, credit enhancement fees, bond printing expenses, bond attorneys, security attorneys, or other
attorney fees, the cost of legal advertisement and the Municipal Advisory Council of Texas listing fee.
Our fee and reimbursable expenses shall become due and payable simultaneously with the delivery of the securities
to the purchaser. In the event the sale of securities to the purchaser does not occur, our reimbursable expenses shall become
due and payable within 45 days after they are incurred by us.
5. Special Conditions. In addition to the terms and obligations herein contained, this proposal and agreement is
subject to the following special conditions:
If we are requested to perform additional financial advisory services for the Issuer other than in connection with the
issuance and sale of the securities, such additional services will be billed at hourly rates, such present rates shown
as APPENDIX C. Such financial advisory services to be billed at the hourly rate include, but are not limited to tax
rate recommendations; exemption analyses; compilation of financial information required by the Issuer for
continuing disclosure compliance, the Texas Commission on Environmental Quality or any predecessor, municipal
bond rating companies or municipal bond insurance companies; review of audit reports and compilation of rating
information required by the auditor; preparation of recommendations pertaining to financial condition of the Issuer;
annexation studies; and attendance at meetings when required or requested by the Issuer. In addition, we will charge
the Issuer for any out-of-pocket expenses incurred by us (such as courier and photocopying). We will invoice the
District on a monthly basis for these additional fees and expenses, and, unless other arrangements are made, would
expect that statements be processed and paid within thirty days of receipt. The performance of any other services
not contemplated above or by our financial advisor contract will require prior approval of the District.
This agreement may be terminated by us or the District on thirty days written notice, and we would expect to be
paid to the termination date; provided, however that this agreement may not be terminated with regard to its
application to any issue of bonds which we have been authorized to advertise for sale.
6. Municipal Advisor is providing its disclosure statement pursuant to Municipal Securities Rulemaking Board
Rule G-10, on Investor and Municipal Advisory Client Education and Protection attached hereto as APPENDIX A.
7. Municipal Advisor is providing its Disclosure Statement of Municipal Advisor (the "Disclosure Statement"),
attached hereto as APPENDIX B, current as of the date of this agreement, setting forth disclosures by Municipal Advisor of
material conflicts of interest, if any, and of any legal or disciplinary events required to be diselosed pursuant to Rule G-42.
The Disclosure Statement also describes how Municipal Advisor addresses or intends to manage or mitigate any disclosed
conflicts of interest, as well as the specific type of information regarding, and the date of the last material change, if any, to
the legal and disciplinary events required to be disclosed on Forms MA and MA -I filed by Municipal Advisor with the
United States Securities and Exchange Commission.
8. The Issuer and Municipal Advisor each acknowledge that the requirements of Chapter 552. Texas Government
Code, as amended (the "Public Information Act") applies to all public information, as defined by the Public Information
Act, related to the relationship between the Issuer and Municipal Advisor created by this agreement. The Issuer and
Municipal Advisor each further acknowledge that the requirements of Chapters 201-205, Texas Local Government Code,
as amended (the "Local Government Records Act", and together with the Public Information Act, the "Acts") applies to all
local government records, as defined by the Local Government Records Act, related to the relationship between the Issuer
and Municipal Advisor created by this agreement. Municipal Advisor hereby covenants that it will comply with all
requirements of the Acts related to public information of the Issuer, and Municipal Advisor further covenants that it will
continue to comply with all requirements of the Acts until the termination of this agreement.
9. The Verification Statement attached hereto is incorporated herein for all purposes.
10. This proposal is submitted in duplicate originals. When accepted by Issuer it will constitute the entire
agreement between Issuer and the undersigned for the purpose and considerations herein specified. Your acceptance will
be indicated by proper signatures of your authorized officers or representatives on both copies and the returning of one
executed copy to us.
Respectfully submitted,
Masterson Advisors LLC
By:
rn
Name: Anthea W. Moran
Title: Manaeine Director
ACCEPTANCE
ACCEPTED by the Board of Directors of Rock Prairie Management District No. 2, Brazos County, Texas on this
l day of , 2022.
By:
Name:
Title:
ATTEST:
By: Name: Kif frftrk(
girbe
Title:Pk-xistgrvtf- Secref-illi
Pri 6e v
Prtsi hut1-
APPENDIX A
INVESTOR AND MUNICIPAL ADVISORY CLIENT EDUCATION AND PROTECTION
Municipal Securities Rulemaking Board Rule G-10 Disclosure Pursuant to Municipal Securities Rulemaking Board Rule
G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide
certain written information to their municipal entity and obligated person clients which include the following:
• Masterson Advisors LLC is currently registered as a Municipal Advisor with the U.S. Securities and Exchange
Commission and the Municipal Securities Rulemaking Board.
• Within the Municipal Securities Rutemaking Board ("MSRB") website at www.msrb.org, the Issuer may obtain
the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections
that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.
Fiduciary Duty
Masterson Advisors LLC is registered as a Municipal Advisor with the SEC and Municipal Securities Rulemaking
Board ("MSRB"). As such, Masterson Advisors LLC has a Fiduciary duty to the Issuer and must provide both a Duty
of Care and a Duty of Loyalty that entails the following.
Duty of Care:
a) exercise due care in performing its municipal advisory activities;
b) possess the degree of knowledge and expertise needed to provide the Issuer with informed advice;
c) make a reasonable inquiry as to the facts that are relevant to the Issuer's determination as to whether to
proceed with a course of action or that form the basis for any advice provided to the Issuer; and
d) undertake a reasonable investigation to determine that Municipal Advisor is not forming any
recommendation on materially inaccurate or incomplete information; Municipal Advisor must have a
reasonable basis for:
i. any advice provided to or on behalf of the Issuer;
ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied
upon by the Issuer, any other party involved in the municipal securities transaction or municipal
financial product, or investors in the Issuer securities; and
iii. any information provided to the Issuer or other parties involved in the municipal securities
transaction in connection with the preparation of an official statement.
Duty of Loyalty:
Municipal Advisor must deal honestly and with the utmost good faith with the Issuer and act in the Issuer's best
interests without regard to the financial or other interests of Municipal Advisor. Municipal Advisor will eliminate
or provide full and fair disclosure (included herein) to Issuer about each material conflict of interest (as applicable).
Municipal Advisor will not engage in municipal advisory activities with the Issuer as a municipal entity, if it cannot
manage or mitigate its conflicts in a manner that will permit it to act in the Issuer's best interests.
APPENDIX B
DISCLOSURE STATEMENT OF MUNICIPAL ADVISOR
This Disclosure Statement is provided by Masterson Advisors LLC (the "Municipal Advisor") to you (the "Issuer") in
connection with our current municipal advisory agreement, (the "Agreement"). This Disclosure Statement provides
information regarding conflicts of interest and legal or disciplinary events of Municipal Advisor that are required to be
disclosed to Issuer pursuant to MSRB Rule G- 42(b) and (c)(ii).
PART A - Disclosures of Conflicts of Interest
MSRB Rule G-42 requires that municipal advisors provide to their clients' disclosures relating to any actual or potential
material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if
applicable.
Material Conflicts of Interest — Municipal Advisor makes the disclosures set forth below with respect to material conflicts
of interest in connection with the Scope of Services under the Agreement with the Municipal Advisor together with
explanations of how the Firm addresses or intends to manage or mitigate each conflict.
General Mitigations - As general mitigations of the Municipal Advisor conflicts, with respect to all of the conflicts disclosed
below, Municipal Advisor mitigates such conflicts through its adherence to its fiduciary duty to Issuer, which includes a
duty of loyalty to Issuer in performing all municipal advisory activities for Issuer. This duty of loyalty obligates the
Municipal Advisor to deal honestly and with the utmost good faith with Issuer and to act in Issuer's best interests without
regard to the Municipal Advisor's financial or other interests. The disclosures below describe, as applicable, any additional
mitigations that may be relevant with respect to any specific conflict disclosed below.
I. Other Municipal Advisor Relationships. Municipal Advisor serves a wide variety of other clients that may from
time to time have interests that could have a direct or indirect impact on the interests of Issuer. For example, Municipal
Advisor serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such
other clients just as it does to Issuer. These other clients may, from time to time and depending on the specific circumstances,
have competing interests, such as accessing the new issue market with the most advantageous timing and with limited
competition at the time of the offering. In acting in the interests of its various clients, Municipal Advisor could potentially
face a conflict of interest arising from these competing client interests. None of these other engagements or relationships
would impair Municipal Advisor's ability to fulfill its regulatory duties to Issuer.
II. Compensation -Based Conflicts. Fees that are based on the size of the issue are contingent upon the delivery of
the Issue. While this form of compensation is customary in the municipal securities market, this may present a conflict
because it could create an incentive for the Firrn to recommend unnecessary financings or financings that are
disadvantageous to Issuer, or to advise Issuer to increase the size of the issue. This conflict of interest is mitigated by the
general mitigations described above.
Fees based on a fixed amount are usually based upon an analysis by Issuer and Municipal Advisor of, among other things,
the expected duration and complexity of the transaction and the Scope of Services to be performed by Municipal Advisor.
This form of compensation presents a potential conflict of interest because, if the transaction requires more work than
originally contemplated, Municipal Advisor may suffer a loss. Thus, Municipal Advisor may recommend less time-
consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by the general
mitigations described above.
Hourly fees are calculated with, the aggregate amount equaling the number of hours worked by Municipal Advisor personnel
times an agreed upon hourly billing rate. This form of compensation presents a potential conflict of interest if Issuer and
Municipal Advisor do not agree on a reasonable maximum amount at the outset of the engagement, because the Municipal
Advisor does not have a financial incentive to recommend alternatives that would result in fewer hours worked. This conflict
of interest is mitigated by the general mitigations described above.
PART B - Disclosures of Information Regarding Legal Events and Disciplinary History,
MSRB Rule G-42 requires that municipal advisors provide to their clients' certain disclosures of legal or disciplinary events
material to its client's evaluation of the municipal advisor or the integrity of the municipal advisor' s management or advisory
personnel.
Accordingly, Municipal Advisor sets out below required disclosures and related information in connection with such
disclosures.
I. Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to Issuer's
evaluation of Municipal Advisor or the integrity of Municipal Advisor's management or advisory personnel disclosed, or
that should be disclosed, on any Form MA or Form MA -I filed with the SEC.
II. How to Access Form MA and Form MA -I Filings. Municipal Advisor's most recent Form MA and each most
recent Form MA -I filed with the SEC are available on the SEC's EDGAR system at the following website,
www.sec.gov/edgar/searchedgar/companysearch.html. For purposes of accessing reports, Municipal Advisor's CIK number
is 0001733756.
III. Most Recent Change in Legal or Discinlinary Event Disclosure. Municipal Advisor has not made any material
legal or disciplinary event disclosures on Form MA or any Form MA -I filed with the SEC.
PART C - Future Supplemental Disclosures
As required by MSRB Rule G-42, this Municipal Advisor Disclosure Statement may be supplemented or amended, from
time to time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of
interest described above, or to provide updated information with regard to any legal or disciplinary events of the Municipal
Advisor. The Municipal Advisor will provide issuer with any such supplement or amendment as it becomes available
throughout the term of the Agreement.
APPENDIX C
HOURLY RATES AS OF APRIL 1, 2022
Managing Director and Above $400
Director $250
Vice President $200
Assistant Vice President $175
Associate/Analyst $125
Clerical/Administrative $75
Verification Statement
Masterson Advisors LLC (the "Firm") makes the following representations:
Anti-Bovcott Verification. Pursuant to Texas Government Code Chapter 2270, as amended, the Firm verifies
that at the time of execution and delivery of this Contract and for the term of this Contract, neither the Finn, its parent
companies, nor its common -control affiliates currently boycott or will boycott Israel. The term "boycott Israel" as used in
this paragraph has the meaning assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code,
as amended.
Foreign Terrorists Organizations. Pursuant to Texas Government Code, Chapter 2252, as amended, the Firm
represents and certifies that at the time of execution and delivery of this Contract and for the term of this Contract, neither
the Firm, its parent companies, nor its common -control affiliates (i) engage in business with Iran, Sudan, or any foreign
terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252
of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections
806.051, 807.051, or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" in this paragraph
the meaning assigned to such term in Section 2252.151 of the Texas Government Code.
By signing and entering into this Agreement, the Firm verifies, pursuant to Chapter 2271 and Chapter 2274
(as added by Senate Bill 13, 87th Legislature Regular Session) of the Government Code, it does not boycott Israel or boycott
energy companies and will not boycott Israel or boycott energy companies during the term of this Agreement. "Boycott
Israel" has the meaning assigned by Section 808.001, Government Code. "Boycott energy company" has the meaning
assigned by Section 809.001, Government Code.
By signing and entering into this Agreement, the Firm verifies, pursuant to Chapter 2274 (as added by Senate
Bill 19, 87th Legislature Regular Session) of the Government Code, that it does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term
of this Agreement against a firearm entity or firearm trade association. "Discriminate against a firearm entity or firearm
trade association" has the meaning assigned by Section 2274.001(3), Government Code.
I, Anthea W. Moran, as authorized representatives of the Firm, engaged by Rock Prairie Management District
No. 2 for the provision of Financial Advisory services, hereby confirm the foregoing verifications and certifications on
behalf of the Firm.
By:
Name:
Title
Date
Anthea W. Moran
Managing Director
Y} �zi=7ilr
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Masterson Advisors LLC
Houston, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Rock Prairie Management District No. 2
3 Provide the identification number used by the governmental entity or state agency to track or identify
description of the services, goods, or other property to be provided under the contract.
RPMD2-2022-FA
Financial Advisory Services
4
Name of Interested Party
Masterson, Drew
Cash III, Warren P.
Peak, Julie
Moran, Anthea W.
Shelton, Debbie
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is
My address is
(street)
FORM 1295
1 of 1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2022-885523
Date Filed:
05/12/2022
Date Acknowledged:
09/09/2022
the contract, and provide a
City, State, Country (place of business)
Houston, TX United States
Houston, TX United States
Houston, TX United States
Houston, TX United States
Houston, TX United States
(city)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in
Forms provided by Texas Ethics Commission
County, State of
, and my date of birth is
•
(state)
Nature of interest
(check applicable)
Controlling Intermediary
(zip code) (country)
on the day of
, 20 .
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
www.ethics.state.tx.us
Version V1.1.191b5cdc
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1 - 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Masterson Advisors LLC
Houston, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form- is
being filed.
Rock Prairie Management District No. 2
FORM 1295
1 of 1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2022-885523
Date Filed:
05/12/2022
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
RPMD2-2022-FA
Financial Advisory Services
4
Name of Interested Party City, State, Country (place of business)
Masterson, Drew
Cash III, Warren P.
Peak, Julie
Moran, Anthea W.
Shelton, Debbie
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DEC RATION
My name is F 4'1 'e • /RieX5 G 41
Houston, TX United States
Houston, TX United States
Houston, TX United States
Houston, TX United States
Houston, TX United States
and my date of birth is
Nature of interest
(check applicable)
Controlling Intermediary
.-. s r 1 I
My address is v (�E'.r IL L;�.�tlf ��I{.i 2�� I �.� iLt��4t I'l , I 7 1�]6, codey1 �i!' U'S
(street) J (city) (state)(tip ) ('country)
I declare under penalty of perjury that the foregoing is true and correct,
rp ram' r /-4
Executed in 1 1LS Gr7.! ' County, State of ki--; y-6 , on the !,� day of i"(> ) , 20
(mnn (year)
t Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us
Version V1.1.191b5cdc
EXHIBIT "I"
ROCK PRAIRIE
MANAGEMENT DISTRICT NO. 2
ROAD BOND ISSUE NO. TWO REQUIREMENTS
PRELIMINARY SUMMARY OF COSTS
Construction Costs
B. District Items:
Amount District's Share
1. Bird Pond Road
a. General Items $ 143,497 $ 38,504
b. Improvements in Aid of the Roadway $ 455,375 $ 184,654
c. Site Preparation $ 66,880 $ 10,576
e. Storm Water Collection System $ 718,836 $ 22,298
g. Excavation, Paving and Grading $ 1,644,623 $ 648,631
h. Concrete Headwall and Bridge Facade $ 733,946 $ 297,615
i. Storm Water Pollution Prevention Plan $ 36,981 $ 8,821
k. Post Construction Topographic Verification $ 17,000 $ 4,549
Total $ 3,784,337 $ 1,215,648
2. Midtown Reserve Phase 100
a. General Items $ 22,600 $ 12,656
b. Street Construction $ 211,693 $ 211,693
c. Storm Water Pollution Prevention Plan $ 12,000 $ 6,720
d. Post Construction Topographic Verification $ 5,000 $ 2,800
$ 251,293 $ 233,869
3. Midtown Reserve Phase 102
a. General Items $ 36,250 $ 1,540
b. Street Construction $ 324,316 $ 285,398
c. Emergency Access Road Construction $ 15,461 $ 13,606
d. Storm Water Pollution Prevention Plan $ 19,500 $ 8,408
e. Post Construction Topographic Verification $ 3,000 $ 1,294
$ 398,527 $ 310,246
4. Midtown Reserve Phase 104
a. General Items $ 29,730 $ 2,538
b. Street Construction $ 233,758 $ 32,726
c. Temporary Access Road $ 12,540 $ 1,756
d. Storm Water Pollution Prevention Plan $ 9,450 $ 805
e. Post Construction Topographic Verification $ 1,000 $ 85
$ 286,478 $ 37,910
5. Engineering and Geotechnical (15.33% of Items 2-4) $161,659 $89,216
CONSTRUCTION COSTS (75.48% of BIR) $4,483,766 $1,886,889
Non -Construction Costs
A. Legal Fees (2.90%) $ 72,500
B. Fiscal Agent Fees (2.00%) $ 50,000
C. Interests Costs
1. Capitalized Interest (1 year @ 5.0%) $ 125,000
2. Developer Interest (5.0%) $ 244,855
D. Bond Discount (3%) $ 75,000
E. Bond Issuance Expenses $ 43,257
F. Attorney General Fees (0.10%) $ 2,500
TOTAL NON -CONSTRUCTION COST (24.52% of BIR) $ 613,111
TOTAL BOND ISSUE REQUIREMENT (BIR) $ 2,500,000
MMASTERSON
ADVISORS u.c
NO GROWTH CASH FLOW ANALYSIS
Rock Prairie Management District No. 2
Bond Issue No. 2 (Roads)
Proj % of Next
Projected Debt Beginning Tax Interest Total Outstanding Total Ending Years
Tax Assessed Tax Cldr Fund Collections Capitalized Income Funds Debt The Bonds Debt Fund Debt
Year Valuation Rate Year Balance 97.0% Interest 0.5% Available Service Principal Interest Total Service Balance Service
(d) (a) (b) (c)
2021 43,320,554 0.330 2022 38,874 138,669 125,000 194 302,737 128,183 - - 128,183 174,555 66.42%
2022 79,113,895 0.380 2023 174,555 291,614 873 467,042 127,403 - 135,417 135,417 262,819 204,222 65.56%
2023 81,533,941 0.380 2024 204,222 300,534 504,756 126,525 60,000 125,000 185,000 311,525 193,231 61.82%
2024 61,533,941 0.380 2025 193,231 300,534 493,766 125,550 65,000 122,000 187,000 312,550 181,216 58.80%
2025 81,533,941 0.380 2026 181,216 300,534 481,750 124,445 65,000 118,750 183,750 308,195 173,555 56.21%
2026 81,533,941 0.380 2027 173,555 300,534 474,089 128,275 65,000 115,500 180,500 308,775 165,314 53.48%
2027 61,533,941 0.380 2028 165,314 300,534 465,848 126,875 70,000 112,250 182,250 309,125 156,723 50.69%
2028 81,533,941 0.380 2029 156,723 300,534 457,257 125,405 75,000 108,750 183,750 309,155 148,102 47.95%
2029 81,533,941 0.380 2030 148,102 300,534 448,636 123,865 80,000 105,000 185,000 308,865 139,771 45.34%
2030 81,533,941 0.380 2031 139,771 300,534 440,305 122,255 85,000 101,000 186,000 308,255 132,050 42.97%
2031 81,533,941 0.380 2032 132,050 300,534 432,584 125,575 85,000 96,750 181,750 307,325 125,259 40.91%
2032 81,533,941 0.380 2033 125,259 300,534 425,793 128,700 85,000 92,500 177,500 306,200 119,593 39.87%
2033 81,533,941 0.380 2034 119,593 300,534 420,128 126,700 85,000 88,250 173,250 299,950 120,178 39.58%
2034 81,533,941 0.380 2035 120,178 300,534 420,712 134,600 65,000 84,000 169,000 303,600 117,112 40.11%
2035 61,533,941 0.380 2036 117,112 300,534 417,646 117,238 95,000 79,750 174,750 291,988 125,658 43.29%
2036 81,533,941 0.380 2037 125,658 300,534 426,192 120,269 95,000 75,000 170,000 290,269 135,924 47.96%
2037 81,533,941 0.380 2038 135,924 300,534 436,456 118,169 95,000 70,250 165,250 283,419 153,039 54.35%
2038 81,533,941 0.380 2039 153,039 300,534 453,573 121,069 95,000 65,500 160,500 281,569 172,004 61.52%
2039 81,533,941 0.380 2040 172,004 300,534 472,538 123,838 95,000 60,750 155,750 279,588 192,951 69.54%
2040 81,533,941 0.380 2041 192,951 300,534 493,485 121,475 100,000 56,000 156,000 277,475 216,010 78.55%
2041 81,533,941 0.380 2042 216,010 300,534 516,544 124,000 100,000 51,000 151,000 275,000 241,544 88.6896
2042 81,533,941 0.380 2043 241,544 300,534 542,078 126,388 100,000 46,000 146,000 272,388 269,691 98.20%
2043 81,533,941 0.380 2044 269,691 300,534 570,225 123,638 110,000 41,000 151,000 274,638 295,587 108.92%
2044 61,533,941 0.380 2045 295,587 300,534 596,121 125,888 110,000 35,500 145,500 271,388 324,734 116.81%
2045 81,533,941 0.380 2046 324,734 300,534 625,268 128,000 120,000 30,000 150,000 278,000 347,268 126.88%
2046 81,533,941 0.380 2047 347,268 300,534 647,802 129,700 120,000 24,000 144,000 273,700 374,102 138.94%
2047 81,533,941 0.380 2048 374,102 300,534 674,636 131,250 120,000 18,000 138,000 269,250 405,386 153,18%
2048 81,533,941 0.380 2049 405,386 300,534 705,920 132,650 120,000 12,000 132,000 264,650 441,270 169,7896
2049 81,533,941 0.380 2050 441,270 300,534 741,805 133,900 120,000 6,000 126,000 259,900 481,905
Total 125,000 1,067 3,651.824 2,500.000 2.075.917 4.575.917 8.227140
(a) Debt service fund balance as of 12/09/21
(b) Represents one year of capitalized Interest on the Bonds
(c) Assumes an interest rate on the Bonds of 5.00%
Prepared on 5/10/2022 3:21 PM awm
EXHIBIT "J"
BKD
CPAs & Advisors
May 12, 2022
Board of Directors
Rock Prairie Management District No. 2
Brazos County, Texas
2700 Post Oak Boulevard, Suite 1500 I Houston, TX 77056-5829
713.499.4600 i Fax 713.499.4699 I bkd.com
We appreciate your selection of BKD, LLP as your service provider and are pleased to confirm the
arrangements of our engagement in this contract. Within the requirements of our professional standards
and any duties owed to the public, regulatory, or other authorities, our goal is to provide you Unmatched
Client Service®.
In addition to the terms set forth in this contract, including the detailed Scope of Services, our engagement
is governed by the following, incorporated fully by this reference:
■ Terms and Conditions Addendum
Summary Scope of Services
As described in the attached Scope of Services, our services will include the following:
Rock Prairie Management District No. 2
• Agreed -Upon Procedure Services relative to the District's Series 2022 Road Bonds.
Engagement Fees
Our fees for the above services will be computed at our standard rates. Our pricing for this engagement
and our fee structure are based upon the expectation that our invoices will be paid promptly. Payment of
our invoices is due upon receipt.
Contract Agreement
Please sign and return this contract to indicate your acknowledgment of, and agreement with, the
arrangements for our services including our respective responsibilities.
BKD, LLP
PJ\X �
Rock Prairie Management District No. 2
May 12, 2022
Page 2
Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services and Terms
and Conditions Addendum, on behalf of Rock Prairie Management District No. 2.
BY
Board President
DATE
The following apply for all services:
Assistance
Responsibility for
Outcomes
Performance of
Nonattest Services
— SEC and PCAOB
Rock Prairie Management District No. 2
May 12, 2022
Page 3
Scope of Services
Our timely completion of services depends on the assistance you, or the
responsible party(ies), provide us in accumulating information and responding to
our inquiries. Inaccuracies or delays in providing this information or the
responses may result in untimely filings or inability to meet other deadlines.
We may perform additional services for you that are not covered by this contract.
You agree to assume full responsibility for the substantive outcomes of the
contracted services and for any other services we may provide, including any
findings that may result.
You also acknowledge these services are adequate for your purposes, and you
will establish and monitor the performance of these services to ensure they meet
management's objectives. All decisions involving management responsibilities
related to these services will be made by you, and you accept full responsibility
for such decisions.
We understand that the Board is responsible and accountable for overseeing the
performance of these services and that the Board is qualified to conduct such
oversight.
Our performance of certain nonattest services may not be permitted under the
SEC and PCAOB independence rules, to which we are not currently subject.
Accordingly, if we perform services that are not permitted under those rules, you
would not be permitted to use our reports in a registration statement or other
document requiring compliance with those rules.
You agree to inform us promptly if you are considering any future public offering
of securities, use of our reports to comply with the Investment Advisers Act
custody rule, or other action that would necessitate our future compliance with
the independence rules of the SEC and PCAOB.
Rock Prairie Management District No. 2
May 12, 2022
Page 4
Agreed -Upon Procedure Services
We will apply the agreed -upon procedures described below to statements submitted by the developers for
costs paid or incurred on behalf of Rock Prairie Management District No. 2 (the District). This engagement
is solely to assist you in determining amounts to be paid by the District to the developers from the proceeds
of the District's Series 2022 Road Bonds. The appropriateness of the procedures is solely the responsibility
of the parties to be specified in our report. Consequently, we make no representation regarding the
appropriateness of the procedures described below for the purpose for which our reports have been
requested or for any other purpose. Our proposed procedures are as follows:
• We will vouch copies of checks and invoices supporting amounts expended by the developers. The
computations of certain costs will be recalculated to determine that the amounts required to be paid
by the developers, in accordance with the rules of the Texas Commission on Environmental Quality
(the Commission), are not included in the amount to be reimbursed.
• We will recalculate the computations of interest requested by the developers, on a test basis, and
determine that they are in compliance with rules of the Commission. The interest rate to be utilized
is from the District's Series 2022 Road Bonds.
• We will compare the costs submitted by the developer to the cost summary approved by the District.
• Estimates of costs remaining to be incurred, if any, will be obtained through discussion with the
District's other consultants.
Because we have not been engaged to conduct an examination or review, we will not express an opinion or
conclusion, respectively. In addition, we have no obligation to perform any procedures beyond those listed
above.
Sherri Greenwood is responsible for supervising the engagement and authorizing the signing of the report
or reports.
We will submit reports listing the procedures performed and the results of those procedures. These reports
are solely for the use of the District and should not be used by those who did not agree to the procedures.
Our reports will contain a paragraph indicating that had we performed additional procedures, other matters
might have come to our attention that would have been reported to you.
The following apply for the agreed -upon procedure services described above:
Our Our engagement to apply agreed -upon procedures will be performed in
Responsibilities accordance with attestation standards established by the American Institute of
Certified Public Accountants as required by Rule 30 TAC, Section 293.70 of the
Commission, "Audit of Payments to Developer."
District To facilitate our engagement, the District is responsible for supplying us with all
Responsibilities necessary information and for allowing us access to personnel to assist in
performing our services. It should be understood that the District is responsible
for the accuracy and completeness of these items and for the subject matter.
At the conclusion of our engagement, the District will provide to us a letter
confirming the availability of this information, certain representations made
during the engagement, and acknowledging certain responsibilities outlined in
this contract.
Rock Prairie Management District No. 2
May 12, 2022
Page 5
BKD, LLP Terms and Conditions Addendum
GENERAL
1. Overview. This addendum describes BKD, LLP's standard terms and
conditions ("Terms and Conditions") applicable to Our provision of
services to the Client ("You"). The Terms and Conditions are a part
of the contract between You and BKD, LLP. For the purposes of the
Terms and Conditions, any reference to "Firm," "We," "Us," or "Our"
is a reference to BKD, LLP (" B1CD"), and any reference to "You" or
"Your" is a reference to the party or parties that have engaged Us to
provide services.
BILLING, PAYMENT, & TERMINATION
2. Billing and Payment Terms. We will bill You for Our professional
fees and costs as outlined in Our contract. Interest will be charged on
any unpaid balance after 45 days at the rate of 10 percent per annum,
or as allowed by law at the earliest date thereafter, and highest
applicable rate if less than 10 percent.
We reserve the right to suspend or terminate Our 'work for this
engagement or any other engagement for nonpayment of fees. If Our
work is suspended or terminated, You agree that We will not be
responsible for Your failure to meet governmental and other
deadlines, for any penalties or interest that may be assessed against
You resulting from Your failure to meet such deadlines, and for any
other damages (including but not limited to consequential, indirect,
lost profits, or punitive damages) incurred as a result of the suspension
or termination of Our services.
Our fees may increase if Our duties or responsibilities are increased
by rulemaking of any regulatory body or any additional new
accounting or auditing standards. Our engagement fees do not include
any time for post -engagement consultation with Your personnel or
third parties, consent letters and related procedures for the use of Our
reports in offering documents, inquiries from regulators, or testimony
or deposition regarding any subpoena. Charges for such services will
be billed separately.
3. Billing Records. If these services are determined to be within the
scope and authority of Section 1861(v)(1)(I) of the Social Security
Act, We agree to make available to the Secretary of Health and
Human Services, or to the U.S. Comptroller General, or any of their
duly authorized representatives, such of Our books, documents, and
records that are necessary to certify the nature and extent of Our
services, until the expiration of four (4) years after the furnishing of
these services. This contract allows access to contracts of a similar
nature between subcontractors and related organizations of the
subcontractor, and to their books, documents, and records.
4. Term ination. Either party may terminate these services in good faith
at any time for any reason, including Your failure to comply with the
terms of Our contract or as We determine professional standards
require. Both parties must agree, in writing, to any future
modifications or extensions. If services are terminated, You agree to
pay BKD for time expended to date. In addition, You will be billed
costs and fees for services from other professionals, if any, as well as
an administrative fee of four (4) percent to cover items such as copies,
postage and other delivery charges, supplies, technology -related costs
such as software licensing, user access, and research tools, and similar
expense items.
DISPUTES & DISCLAIMERS
5. Mediation. Any dispute arising out of or related to this engagement
will, prior to resorting to litigation, be submitted for nonbinding
mediation upon written request by either party. Both parties agree to
try in good faith to settle the dispute in mediation. Unless the parties
agree otherwise, the American Arbitration Association ("AAA") will
administer any such mediation in accordance with its Commercial
Mediation Rules. The mediator will be selected by agreement of the
parties. If both parties cannot agree, a mediator shall be designated by
the AAA. The mediation proceeding shall be confidential. Each party
will bear its own costs in the mediation, but the fees and expenses of
the mediator will be shared equally.
6. Indemnifieation. Unless disallowed by law or applicable
professional standards, You agree to hold BKD harmless from any
and all claims which arise from knowing misrepresentations to BKD,
or the intentional withholding or concealment of information from
BKD by Your management or any partner, principal, shareholder,
officer, director, member, employee, agent, or assign of Yours. To the
extent allowed by Iaw, but without any requirement that You establish
or maintain a separate interest and sinking fund therefor, You also
agree to indemnify BKD for any claims made against BKD by third
parties, which arise from any wrongful actions of Your management
or any partner, principal, shareholder, officer, director, member,
employee, agent, or assign of Yours. The provisions of this paragraph
shall apply regardless of the nature of the claim.
7. Statute of Limitations. [Deleted]
8. Limitation of Liability. You agree that BKD's liability, if any,
arising out of or related to this contract and the services provided
hereunder, shall be limited to the amount of the fees paid by You for
services rendered under this contract. This limitation shall not apply
to the extent it is finally, judicially determined that the liability
resulted from the gross negligence or intentional or willful
misconduct of BKD or if enforcement of this provision is disallowed
by applicable law or professional standards.
9. Waiver of Certain Damages. Except with respect to claims of gross
negligence or intentional or willful misconduct, or a breach of
confidentiality, in no event shall BKD be liable to You or a third party
for any indirect, special, consequential, punitive, or exemplary
damages, including but not limited to lost profits, loss of revenue,
interruption, loss of use, damage to goodwill or reputation, regardless
of whether You were advised of the passibility of such damages,
regardless of whether such damages were reasonably foreseeable, and
regardless of whether such damages arise under a theory of contract,
tort, strict liability, or otherwise.
10. Severability. If any portion of this contract is deemed invalid or
unenforceable, said finding shall not operate to invalidate the
remainder of the terms set forth in this contract.
11. Assignment. You acknowledge and agree that the terms and
conditions of this contract shall be binding upon and inure to the
parties' successorsand assigns, subject to applicable laws and
regulations.
12. Disclaimer of Legal or Investment Advice. Our services do not
constitute legal or investment advice.
RECORDS, WORKPAPERS, DELIVERABLES, & PROPRIETARY
INFORMATION
13. Maintenance of Records. All audit and/or agreed upon procedure
reports generated by Us hereunder shall be Your property upon
finalization of same. We acknowledge that the requirements of
Chapter 552, Texas Government Code, as amended (the "Public
Information Act"), and Chapters 201-205, Texas Local Government
Code, as amended (the "Local Govemment Records Act," and
together with the Public Information Act, the "Acts"), each apply to
all public information, as defined by the Public Information Act, and
all local government records, as defined by the Local Government
Records Act, related to the relationship between the You and Us, and
to any work carried out thereunder. We covenant that We will comply
with all requirements of the Acts, Your Record Management
Program, and all applicable rules, regulations, policies and retention
schedules adopted thereunder. Upon termination, we will provide
You with copies of final reports/deliverables or as otherwise required
by professional standards.
You agree to assume full responsibility for maintaining Your original
data and records and that BKD has no responsibility to maintain this
information. You agree You will not rely on BKD to provide hosting,
electronic security, or backup services, e.g., business continuity or
disaster recovery services, to You unless separately engaged to do so.
You understand that Your access to data, records, and information
from BKD's servers, i.e., BKDconnect, can be terminated at any time
and You will not rely on using this to host Your data and records.
14. BKD Workpapers. Our workpapers and documentation (except
final audit and/or agreed upon procedure reports) retained in any
form of media for this engagement are the property of BKD. We can
be compelled to provide information under legal process. In
addition, We may be requested by regulatory or enforcement bodies
(including any State Board) to make certain workpapers available to
them pursuant to authority granted by law or regulation. Unless We
are prohibited from doing so by law or regulation, BKD will inform
You of any such legal process or request. You agree We have no
legal responsibility to You in the event We determine We are
obligated to provide such documents or information. In addition, We
will cooperate with You in responding to any subpoena where BKD
is not a party and will provide You with a fee estimate based on the
estimated time required to comply. You agree to compensate BKD
for the time expended complying with the subpoena or other legal
process based on the agreed upon estimates.
15. Use of Deliverables and Drafts. You agree You will not modify any
deliverables or drafts prepared by Us for distribution to third parties.
You also understand that We may on occasion send You documents
marked as draft. Any distribution of drafts to third -parties should be
clearly marked as draft. Draft documents are subject to potentially
material changes until such time as they are marked final, and We
shall not be liable to You or any third party in Your use of such draft
documents.
Our report on any financial statements must be associated only with
the financial statements that were the subject of Our engagement. You
may make copies of Our report, but only if the entire financial
statements (exactly as attached to Our report, including related
Rock Prairie Management District No. 2
May 12, 2022
Page 6
footnotes and supplementary information, as appropriate) are
reproduced and distributed with Our report.
16. Proprietary Information. You acknowledge that proprietary
information, documents, materials, management techniques, and
other intellectual property are a material source of the services We
perform and were developed prior to Our association with You. Any
new forms, software, documents, or intellectual property We develop
during this engagement for Your use (except final audit and/or agreed
upon procedure reports) shall belong to Us, and You shall have the
limited right to use them solely within Your business. All reports,
templates, manuals, forms, checklists, questionnaires, letters,
agreements, and other documents (except final audit and/or agreed
upon procedure reports) which We make available to You are
confidential and proprietary to Us. This provision will apply to all
materials whether in digital, "hard copy" format, or other medium.
REGULATORY
17. U.S. Securities and Exchange Commission ("SEC") and other
Regulatory Bodies. Where We are providing services either for
(a) an entity that is registered with the SEC, (b) an affiliate of such
registrant, or (c) an entity or affiliate that is subject to rules,
regulations, or standards beyond those of the American Institute of
Certified Public Accountants ("AICPA"), any term of this contract
that would be prohibited by or impair Our independence under
applicable law or regulation shall not apply to the extent necessary
only to avoid such prohibition or impairment.
18. Offering Document. You may wish to include Our report(s) on
financial statements in an exempt offering document. You agree that
any report, including any auditor's report, or reference to Our firm,
will not be included in any such offering document without notifying
us. Notification may be made by electronic mail or written
notification from your financial or legal advisors or other of Your
representatives. Any agreement to perform work in connection with
an exempt offering document, including providing agreement for the
use of the auditor's report in the exempt offering document, will be a
separate engagement.
Any exempt offering document issued by You with which We are not
involved will clearly indicate that We are not involved by including a
disclosure such as, "BKD, LLa, our independent auditor, has not been
engaged to perform and has not performed, since the date of its report
included herein, any procedures on the financial statements addressed
in that report. BKD, LLP also has not performed any procedures relating
to this offering document."
19. BKD Not a Municipal Advisor. BKD is not acting as Your
municipal advisor under Section 15B of the Securities Exchange Act
of 1934, as amended. As such, BKD is not recommending any action
to You and does not owe You a fiduciary duty with respect to any
information or communications regarding municipal financial
products or the issuance of municipal securities. You should discuss
such matters with internal or extemal advisors and experts You deem
appropriate before acting on any such information or material
provided by BKD.
TECHNOLOGY
20. Electronic Sites. You recognize that We have no responsibility to
review information We provide that You may include on an electronic
site.
21. Electronic Signatures and Counterparts. This contract and other
documents to be delivered pursuant to this contract may be executed
in one or more counterparts, each of which will be deemed to be an
original copy and all of which, when taken together, will be deemed
to constitute one and the same agreement or document, and will be
effective when counterparts have been signed by each of the parties
and delivered to the other parties. Each party agrees that the electronic
signatures, whether digital or encrypted, of the parties included in this
contract are intended to authenticate this writing and to have the same
force and effect as manual signatures. Delivery of a copy of this
contract or any other document contemplated hereby, bearing an
original manual or electronic signature by facsimile transmission
(including a facsimile delivered via the internet), by electronic mail
in "portable document format" (".pdf') or similar format intended to
preserve the original graphic and pictorial appearance of a document,
or through the use of electronic signature software will have the same
effect as physical delivery of the paper document bearing an original
signature.
22. Electronic Data Communication and Storage. In the interest of
facilitating Our services to You, We may send data over the Internet,
temporarily store electronic data via computer software applications
hosted remotely on the Internet, or utilize cloud -based storage. Your
confidential electronic data may be transmitted or stored using these
methods. In using these data communication and storage methods,
We employ measures designed to maintain data security. We use
reasonable efforts to keep such communications and electronic data
secure in accordance with Our obligations under applicable laws,
regulations, and professional standards.
You recognize and accept that We have no control over the
unauthorized interception or breach of any communications or
electronic data once it has been transmitted or if it has been subject to
unauthorized access while stored, notwithstanding all reasonable
security measures employed by Us. You consent to Our use of these
electronic devices and applications during this engagement.
OTHER MATTERS
23. Third -Party Service Providers. BKD may from time to time utilize
third -party service providers, e.g., domestic software processors or
legal counsel, or disclose confidential information about You to
third -party service providers in serving Your account. BKD
maintains, however, internal policies, procedures, and safeguards to
protect the confidentiality and security of Your information. In
addition, BKD will secure confidentiality agreements with all service
providers to maintain the confidentiality of Your information. If We
are unable to secure an appropriate confidentiality agreement, You
will be asked to consent prior to BKD sharing Your confidential
information with the third -party service provider.
24. Independent Contractor. When providing services to You, We will
be functioning as an independent contractor; and in no event will We
or any of Our employees be an officer of You, nor will Our
relationship be that of joint venturers, partners, employer and
Rock Prairie Management District No. 2
May 12, 2022
Page 7
employee, principal and agent, or any similar relationship giving rise
to a fiduciary duty to You.
25. Use of BIM Narne. Any time You intend to reference BKD's firm
name in any manner in any published materials (other than in
connection with Our audit report or ether deliverables) You agree to
provide Us with draft materials for review and approval before
publishing or posting such information.
26. Praxity. BKD is an independent accounting firm allowed to use the
name "Praxity" in relation to its practice. BICD is not connected,
however, by ownership with any other firm using the name "Praxity."
BKD will be solely responsible for all work carried out on Your
behalf. In deciding to engage BKD, You acknowledge that We have
not represented to You that any other firm using the name "Praxity"
will in any way be responsible for Our work.
27. BKD Status as LLP. BKD is a registered limited liability partnership
under Missouri law. Under applicable professional standards, partners
of BKD, u.p have the same responsibilities as do partners in a general
accounting and consulting partnership with respect to conformance
by themselves and other professionals in BKD with their professional
and ethical obligations. However, partners in a registered limited
liability partnership do not have individual civil liability, directly or
indirectly, far any debts, obligations, or liabilities of or chargeable to
the registered limited liability partnership or each other, whether
arising in tort, contract, or otherwise.
28. Entire Agreement. The contract, including this Terms and
Conditions Addendum and any other attachments or addenda,
encompasses the entire agreement between You and BKD and
supersedes all previous understandings and agreements between the
parties, whether oral or written. Any modification to the terms of this
contract must be made in writing and signed by both You and BKD.
29. Force Majeure. The parties shall not be held responsible for any
failure to fulfill the parties' obligations under this contract if such
failure was caused by circumstances beyond the parties' reasonable
control, including, but not limited to, acts of God, strikes, lockouts, or
other industrial disturbances, acts of the public enemy, orders of any
.kind of the Goverment of the United States or of the State of Texas
or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil
disturbances, explosions, or economic collapse.
30. Choice of Law and Venue. This contract shall be construed in
accordance with and governed by the laws of the State of Texas and
venue shall be in Harris County, Texas.
31. Representations. (a) As required by Chapter 2271, Government
Code, We represent that We, including any wholly owned subsidiary,
majority -owned subsidiary, parent company or affiliate of Us, do not
boycott Israel and will not boycott Israel through the term of this
engagement. The term "boycott Israel" in this paragraph has the
meaning assigned to such term in Section 808.001 of the Texas
Government Code, as amended.
(b) Pursuant to Chapter 2252, Texas Government Code, we represent
and certify that, at the time of execution of this contract, neither we,
nor any wholly owned subsidiary, majority -owned subsidiary, parent
company, or affiliate of the same is a company listed by the Texas
Rock Prairie Management District No. 2
May 12, 2022
Page 8
Comptroller of Public Accounts under Sections 2270.0201 or
2252.153 of the Texas Govemment Code.
(c) To the extent the engagement to which this Terms and Conditions
Addendum is attached has a value of $100,000 or more, pursuant to
Section 2274.002, Texas Govemment Code (as added by Senate Bill
13, 87th Texas Legislature, Regular Session), as amended, We hereby
verify that We, including a wholly owned subsidiary, majority -owned
subsidiary, parent company or affiliate of Us, does not boycott energy
companies, and will not boycott energy companies during the term of
this Agreement. As used in the foregoing verification, "boycott
energy companies" shall have the meaning assigned to the term
"boycott energy company" in Section 809.001, Texas Government
Code.
(d) To the extent the engagement to which this Terms and Conditions
Addendum is attached has a value of $100,000 or more, pursuant to
Section 2274.002, Texas Government Code (as added by Senate Bill
19, 87th Texas Legislature, Regular Session), as amended, We hereby
verify that We, including a wholly owned subsidiary, majority -owned
subsidiary, parent company or affiliate of Us, (i) does not have a
practice, policy, guidance or directive that discriminates against a
firearm entity or firearm trade association, and (ii) will not
discriminate against a firearm entity or firearm trade association
during the term of the Agreement. As used in the foregoing
verifications, "discriminate against a firearm entity or trade
association" shall have the meaning assigned to such term in Section
2274.001(3), Texas Government Code.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
BKD, LLP
Houston, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Rock Prairie Management District No. 2
3 Provide the identification number used by the governmental entity or state agency to track or identify
description of the services, goods, or other property to be provided under the contract.
05122022-AU P
Agreed -upon procedures relative to the District's Series 2022 Road Bonds
4
Cole, Abe
Pruitt, Rob
Watson, Tom
Wolfe, Mike
Name of Interested Party
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is
My address is
1 of 1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2022-884775
Date Filed:
05/11/2022
Date Acknowledged:
09/09/2022
the contract, and provide a
City, State, Country (place of business)
Springfield, MO United States
Indianapolis, IN United States
Dallas, TX United States
Springfield, MO United States
, and my date of birth is
(street) (city) (state)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of , on the day of
Forms provided by Texas Ethics Commission
Nature of interest
(check applicable)
Controlling Intermediary
(zip code) (country)
20 .
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
www.ethics.state.tx.us
Version V1.1.191b5cdc
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
BKD, LLP
Houston, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Rock Prairie Management District No. 2
FORM 1295
1 of 1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2022-884775
Date Filed:
05/11/2022
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
05122022-AUP
Agreed -upon procedures relative to the District's Series 2022 Road Bonds
4
Name of Interested Party City, State, Country (place of business)
Cole, Abe
Pruitt, Rob
Watson, Tom
Wolfe, Mike
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
Springfield, MO United States
Indianapolis, IN United States
Dallas, TX United States
Springfield, MO United States
My name is BRIAN K. KRUEGER , and my date of birth is
My address is 2700 POST OAK BLVD., SUITE 1500
(street)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in HARRIS
Forms provided by Texas Ethics Commission
HOUSTON
(city)
TX
(state)
Nature of interest
(check applicable)
Controlling Intermediary
04/1 1 /67
77056 USA
(zip code) (country)
County, State of TEXAS , on the 12thday of MAY 20 22
(month) (year)
8!^GGZNi fC. (P 8�e-r
Signature of authorized agent of contracting business entity
(Declarant)
www.ethics.state.tx.us
Version V1.1.191b5cdc