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HomeMy WebLinkAbout09/11/2025 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS September 11, 2025 The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the "District") met in regular session, open to the public on September 11, 2025, at 4121 State Highway 6 South, College Station, Brazos County, Texas 77845, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted members of said Board of Directors, as follows: Uri Geva — President Hays Glover — Vice President Logan Lee — Assistant Vice President Mark Lindemulder — Secretary Samuel "Kit" Kerbel — Assistant Secretary and all of said persons were present, except Director Kerbel, thus constituting a quorum. Also present were James Muir of College Station Downtown Residential, LLC ("CSDR"); Denise Oppenheimer of Municipal Accounts & Consulting, L.P. ("MAC"); Robert Atkinson 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 Forvis Mazars, LLP ("Forvis"); Stacy Vasquez and Wendy Anderson of the City of College Station (the "City"); Debbie Drastata and Anna Lowary, residents of the District; 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 were no comments from members of the public. APPROVAL OF MINUTES The Board next considered approval of the minutes of its meeting held on August 14, 2025. After review and discussion, Director Glover moved that the minutes for said Board meetings be approved, as written. Director Geva seconded said motion, which unanimously carried. PUBLIC HEARING REGARDING ADOPTION OF THE DISTRICT'S 2025 TAX RATE AND LEVY OF THE DISTRICT'S 2025 TAX RATE The Board conducted a hearing regarding the imposition of debt service and maintenance taxes for 2025. Mr. Brewer confirmed that notice of the hearing was duly published in The Eagle, as provided by law. It was noted that no further discussion from taxpayers were presented at this time. Upon motion by Director Lindemulder, seconded by Director Glover and unanimously carried, the hearing was closed. The Board then discussed the setting of the 2025 tax rate. After discussion on the matter, Director Lindemulder moved that: (i) the Board adopt the tax rate as proposed at the District's August 14, 2025, meeting and as reflected in the notice published by B&A; (ii) the Board levy a 2025 debt service tax rate of $0.454 per $100 of valuation, and a 2025 maintenance tax rate of $0.196 per $100 of valuation, resulting in a total 2025 tax rate of $0.65 per $100 of valuation; (iii) the Order Levying Taxes attached hereto as Exhibit A be adopted in connection therewith, and that the President be authorized to execute and the Secretary to attest same on behalf of the Board and the District; and (iv) SPH be authorized to provide the City with notice of the adoption of such tax rate in accordance with the City's ordinance consenting to the creation of the District. Director Glover seconded said motion, which carried unanimously. AMENDMENT TO DISTRICT'S SECOND AMENDED AND RESTATED DISTRICT INFORMATION FORM Ms. Cole presented to and discussed with the Board an Amendment to the District's Second Amended and Restated District Information Form ("DIF") relative to the District's tax rate. After discussion regarding the amendments to the DIF, Director Glover moved that the amended DIF be approved, that a majority of Board members be authorized to execute the amended DIF on behalf of the Board and the District, and that all Board members present join in the filing of the amended DIF, as evidenced by a majority of Board members executing same. Director Geva seconded said motion, which unanimously carried. $2,750,000 UNLIMITED TAX ROAD BONDS, SERIES 2025 The Board next discussed the status of the District's $2,750,000 Unlimited Tax Road Bonds, Series 2025 (the "Bonds"). Ms. Cole reminded the Board that the District will need to obtain the City's consent to the District's issuance of the Bonds, and requested authorization to provide the City with the documents necessary for the City's review and consideration of the District's issuance of the Bonds. After discussion, Director Glover moved that SPH and Masterson be authorized to provide the City with the necessary documents in connection with the proposed Bonds. Director Geva seconded the motion, which unanimously carried. APPROVE PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL NOTICE OF SALE AND SUMMARY OF COSTS Ms. Moran presented to and reviewed with the Board a proposed form of Official Notice of Sale and Preliminary Official Statement in connection with the Bonds. Mr. Atkinson next 2 8137790 presented to and reviewed with the Board a proposed Summary of Costs prepared by EHRA. Copies of the Official Notice of Sale, Preliminary Official Statement, and Summary of Costs are attached hereto as Exhibit B. Following discussion, Director Glover moved that, subject to SPH's final review, (i) such offering materials be approved, completed and distributed in anticipation of a sale of the Bonds at the next meeting, and that such preliminary official statement be deemed to be final for all purposes with the exception of any additional materials or information relating to subsequent material events, offering prices, interest rates, selling compensation, identity of the underwriters, aggregate principal amounts and other similar information, terms and provisions to be specified in the competitive bidding process, and (ii) the Summary of Costs in the amount of $2,750,000 be approved. Director Geva seconded the motion, which unanimously carried. ENGAGEMENT OF AUDITOR FOR DISBURSEMENT OF BOND FUNDS Mr. Krueger presented an engagement letter from Forvis, for preparation of an audit of payments to be made to the developers out of Bond proceeds, attached hereto as Exhibit C. Ms. Cole noted that Forvis has filed a Texas Ethics Commission ("TEC") Form 1295 and has provided SPH with a copy of same. Following discussion, Director Glover moved to (i) approve and authorize the President to execute said engagement letter, and (ii) accept the TEC Form 1295 submitted in connection with the engagement letter and authorize SPH to acknowledge the District's receipt of same with the TEC. Director Geva seconded said Motion, which carried unanimously. AUTHORIZE DISTRICT'S FINANCIAL ADVISOR TO ADVERTISE FOR THE SALE OF THE BONDS The Board considered authorizing Masterson to advertise for the sale of the Bonds, subject to receipt of the City's consent. Following discussion, Director Glover moved that the Board authorize Masterson to advertise for the sale of the Bonds, upon receipt of the City of College Station's consent, with bids to be received by the Board at its next meeting. Director Geva seconded said motion, which unanimously carried. DESIGNATION OF PAYING AGENT/REGISTRAR IN CONNECTION WITH THE BONDS The Board considered the designation of a Paying Agent/Registrar in connection with the Bonds. Ms. Cole noted that The Bank of New York Mellon Trust Company, N.A., has submitted a proposal relative to paying agent/registrar services for said bond issue. After discussion on the matter, Director Glover moved that the Board accept the proposal received from The Bank of New York Mellon Trust Company, N.A. for paying agent/registrar services and that The Bank of New York Mellon Trust Company, N.A. be designated as Paying Agent/Registrar in connection with the Bonds. Director Geva seconded the motion, which unanimously carried. APPROVE AUDIT REPORT Mr. Krueger next reviewed with the Board a draft of the District's audit report for the fiscal year ended May 31, 2025, a copy of which is attached hereto as Exhibit D. After discussion concerning the audit presented, Director Geva moved that (i) the audit report for the fiscal year 3 8137790 ended May 31, 2025, be approved, subject to final review and comment by SPH, and (ii) SPH be authorized to file same with the Texas Commission on Environmental Quality ("TCEQ") and the City. Director Glover seconded said motion, which unanimously carried. In connection with the District's audit, Mr. Krueger presented the Board with a draft Management Letter prepared by Forvis, concerning the Board's internal controls over financial reporting (the "Management Letter"), a copy of which is included with Exhibit D. Mr. Krueger advised the Board that the Management Letter is being submitted in connection with the requirements of Statement on Auditing Standards No. 115, and includes proposed "Management Response" language prepared by SPH. After discussion, it was moved by Director Geva, seconded by Director Glover and unanimously carried that the draft Management Response be approved, as presented, and that same be included in the final Management Letter. STATUS OF CONTINUING DISCLOSURE REPORT Ms. Cole next discussed the Continuing Disclosure Report ("Report") for the fiscal year ended May 31, 2025, which is prepared by the District's Disclosure Counsel, McCall, Parkhurst & Horton L.L.P. ("MPH"), as required by Rule 15c2-12 of the Securities and Exchange Commission, in connection with the District's outstanding bonds. Following discussion, Director Geva moved that MPH be authorized to file the Report, upon receipt of the District's final audit report for fiscal year ended May 31, 2025. Director Glover seconded the motion which carried by unanimous vote. BOOKKEEPING REPORT Ms. Oppenheimer presented to and reviewed with the Board the Bookkeeper's Report dated September 11, 2025, a copy of which is attached hereto as Exhibit E, including the checks presented for payment from the District's various accounts. After discussion on the matter, it was moved by Director Lindemulder that (i) the Bookkeeper's Report be approved, and (ii) the checks identified in the Bookkeeper's Report be approved for payment. Director Glover seconded said motion, which carried unanimously. ANNUAL REVIEW OF ORDER ESTABLISHING POLICY FOR INVESTMENT OF DISTRICT FUNDS AND APPOINTING INVESTMENT OFFICER The Board considered the annual review of its Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Investment Policy"), and the adoption of a Resolution in connection therewith. Ms. Cole presented to and reviewed with the Board a memorandum prepared by SPH summarizing the proposed changes to the Investment Policy, a copy of which is attached hereto as Exhibit F. She presented for the Board's adoption a Resolution Regarding Review of Order Establishing Policy for Investment of District Funds and Appointing Investment Officer ("Resolution"). After discussion on the matter, Director Geva moved that the revised Investment Policy and Resolution attached hereto as Exhibit G be adopted to reflect the proposed changes as noted therein, and that the President and Secretary be authorized to execute same, and that the District's Investment Officer be authorized to purchase certificates of deposit for the District through IntraFi's Certificate of Deposit Account Registry Service. Director Glover seconded said motion, which unanimously carried. 2 8137790 RESOLUTION ADOPTING LIST OF QUALIFIED BROKERS The Board considered adopting a list of qualified brokers authorized to engage in investment transactions with the District. Ms. Cole advised that pursuant to the Public Funds Investment Act, the Board is required to review such list at least annually. She presented to and reviewed with the Board the attached Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions with the District, and a list of financial institutions, brokers and dealers attached thereto, together with a comparison of the list submitted and the list previously adopted by the Board, which are attached hereto as Exhibit H. Ms. Cole further noted that the broker list presented is a list of potential institutions with which the District may engage in investment transactions compiled with the input of the District's Investment Officers, but it is ultimately the Board's decision as to where the District's funds are actually placed. After discussion, Director Geva moved that: (i) the attached Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions with the District be approved, and (ii) the President and Secretary be authorized to execute said Resolution on behalf of the Board and the District. Director Glover seconded said motion, which unanimously carried. Ms. Cole noted that the list of qualified brokers can be revised throughout the year. TAX ASSESSOR/COLLECTOR'S REPORT Ms. Brewer then presented to and reviewed with the Board the Tax Assessor -Collector Reports for the month ended August 31, 2025, prepared by B&A, including checks presented therein for payment. A copy of such report is attached hereto as Exhibit I. Following discussion, Director Geva moved that (i) the Tax Assessor/Collector Report be approved, and (ii) that the checks identified therein be approved for payment. Director Glover seconded said motion, which unanimously carried. ENGINEERING REPORT Mr. Atkinson presented to and reviewed with the Board a written Engineering Report for the month of September 2025, a copy of which is attached hereto as Exhibit J, relative to the status of various projects within the District, and discussed the matters contained therein. Following discussion, Director Geva moved to approve the Engineering Report and all action items listed therein, as recommended by EHRA, including the approval or concurrence, as applicable, of all pay estimates, contract quantity adjustments and change orders as may be listed therein, including: (i) Pay Estimate No. 5 in the amount of $154,385.08, from Greens Prairie Investors, Ltd. for the construction of Midtown Reserve Subdivision Phase 113; and (ii) Pay Estimate No. 3 in the amount of $538,731.00, from Greens Prairie Investors, Ltd. for the construction of Midtown Reserve Subdivision Phase 114. Director Lee seconded the motion, which unanimously carried. DEVELOPER'S REPORT The Board considered the Developer's Report. Mr. Murr presented a verbal report on the status of development within the District. It was noted that no action was required of the Board at this time. 5 813779v1 ATTORNEY'S REPORT The Board considered the Attorney's Report. In connection therewith, Ms. Cole advised the Board that she had nothing of a legal nature to discuss with the Board that was not already covered under previous agenda items. FUTURE AGENDA ITEMS The Board next considered matters for possible placement on future agendas. There were no future agenda items to be discussed other than matters previously noted during the meeting. ADJOURNMENT There being no further business to come before the Board, on motion made by Director Glover, seconded by Director Geva, and unanimously carried, the meeting was adjourned. \��\\\1111I I i 1111///j�// \p,K PRg1�,�F,// (SEAL) \ , •'• ''•. 21 V 'rye i /0�iu ti►�►� S� \\\\\ e Secretary 813779v1 G LIST OF ATTACHMENTS Rock Prairie Management District No. 2 Minutes of Meeting of September 11, 2025 Exhibit A Order Levying Taxes Exhibit B Official Notice of Sale, Preliminary Official Statement, and proposed Summary of Costs Exhibit C Engagement Letter from Forvis, LLP Exhibit D Draft Audit Report for Fiscal Year ended May 31, 2025 Exhibit E Bookkeeping Report and Quarterly Investment Report Exhibit F SPH Memorandum regardingAnnual Review of Investment Policy Exhibit G Resolution Regarding Review of Investment Policy; Investment Policy Exhibit H Resolution Adopting List of Qualified Brokers Authorized to Engage in Investment Transactions, with lists of qualified brokers Exhibit I Tax Assessor/Collector Report Exhibit J Engineering Report 7 813779v1