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02/11/2021 - Regular Agenda Packet - City CouncilCollege Station, TX Meeting Agenda City Council Regular Internet: https://zoom.us/j/95766531244 Phone: 888 475 4499 And Webinar ID: 957 6653 1244 February 11, 2021 6:00 PM 1101 Texas Ave, College Station,  TX 77840 College Station, TX Page 1 *The City uses a third­party vendor to help host the meeting and if the call­in number is not  functioning access will be through the internet link only.       1.Call to Order, Pledge of Allegiance, Invocation, Consider Absence Request.     Speaker Protocol: An individual who wishes to address the City Council regarding any item on the  Regular Agenda shall register with the City Secretary prior to 2 p.m. on the day of the meeting.  Individuals must register to speak or provide written comments at  https://forms.cstx.gov/Forms/CSCouncil or provide a name and phone number by calling  979­764­3500. Upon being called to speak an individual must state their name and city of residence,  including the state of residence if the city is located out of state. Speakers are encouraged to identify  their College Station neighborhood or geographic location. Each speaker’s remarks are limited to  three (3) minutes. Any speaker addressing the Council through the use of a translator may speak for  six (6) minutes. At the (3) minute mark the City Secretary will announce that the speaker must  conclude their remarks.     2.Hear Visitors     During Hear Visitors an individual may address the City Council on any item which does not appear  on the posted agenda. The City Council will listen and receive the information presented by the  speaker, ask staff to look into the matter, or place the issue on a future agenda. Topics of operational  concern shall be directed to the City Manager.     3.Consent Agenda     During the Consent Agenda an individual may address the City Council on any Consent Agenda  Item. Presentation, discussion, and possible action on consent agenda items which consists of  ministerial or "housekeeping" items required by law. Items may be removed from the consent  agenda by majority vote of the Council.  3.1.Presentation, discussion, and possible action of minutes for: • January 28, 2021 Workshop Meeting • January 28, 2021 Regular Meeting   Sponsors:Tanya Smith  Attachments:1.WKSHP012821 DRAFT Minutes 2.RM012821 DRAFT Minutes Page 1 of 176 City Council Regular Page 2 February 11, 2021 3.2.Presentation, discussion, and possible action regarding approval of a contract between the City  of  College  Station  and  PowerGrid  Services,  LLC,  for  the  construction  of  the  Spring  Creek  Substation Ring Bus Modification in the amount of $2,372,512.63. PowerGrid Services, LLC bid  the  project  for  an  amount  of  $2,372,512.63,  plus  the  owner  furnished  material  amount  of  $1,291,473, for a total bonded project requirement of $3,663,985.63.   Sponsors:Timothy Crabb Attachments:1.Combined Average Evaluation 2.Contract is available for review in the City Secretary's Office 3.3.Presentation,  discussion,  and  possible  action  regarding  adoption  of  a  resolution  granting  consent to Rock Prairie Management District No. 2 for the sale and issuance of unlimited tax  road bonds, series 2021, in an amount not to exceed $2,500,000. Sponsors:Mary Ellen Leonard Attachments:1.Rock Prairie MD 2 ­ No Growth Cash Flow (12.22.20) 2.Rock Prairie MD 2 ­ NOS (12.21.20) 3.Rock Prairie MD 2 ­ POS (12.21.20) 4.Series 2021 Road Bonds ­ City Consent Resolution Final 3.4.Presentation, discussion, and possible action regarding the approval of the first renewal option  of a contract with D.I.J. Construction Incorporated for annual pavement striping and markings  services in an amount not to exceed $250,000. Sponsors:Donald Harmon Attachments:1.Contract on file with the City Secretary's Office 3.5.Presentation,  discussion,  and  possible  action  on  an  interlocal  agreement  between  Brazos  County, the City of College Station and the City of Bryan for the establishment and support of a  COVID­19 vaccination HUB and to memorialize their commitment in equally sharing in the cost  of supplies for the HUB with a maximum amount of $100,000. Sponsors:Jeff Capps Attachments:1.Mutual Funding Agreement Vaccine HUB Final 4.Regular Agenda During the Regular agenda an individual may address the City Council on any Regular Agenda item  including those items not posted for Public Hearing. For those items posted for a Public Hearing, if  the City Council needs additional information from the general public after the Public Hearing is  closed some limited comments may be allowed at the discretion of the Mayor.  4.1.Presentation,  discussion,  and  possible  action  regarding  an  ordinance  consenting  to  and  extending the Mayor's renewal of a disaster declaration due to public health emergency. Sponsors:Jeff Capps Attachments:1.February 11 Ordinance Renewing Disaster Declaration 4.2.Presentation, discussion, and possible action regarding approval for a construction contract in  the amount of $329,427.52 with Aggieland Construction CRC for the Lick Creek Hike & Bike  Trail Head & Parking Lot project. Sponsors:Emily Fisher Attachments:1.21­012 BID AWARD TABULATION 2.Project Location Map Template 2019 Page 2 of 176 City Council Regular Page 3 February 11, 2021 4.3.Presentation, discussion, and possible action regarding a request for support from LULAC Oak  Hill  Apartments,  a  supportive  housing  complex  for  the  income­qualified  elderly,  for  a  full  rehabilitation of the property, proposed costs, and potential funding source. Sponsors:Debbie Eller Attachments:1.LULAC Oak Hill ­ Funding Request 5.Presentation,  discussion, and possible action on future agenda items and review of standing list of Council generated agenda items: A Council Member may inquire about a subject for which notice has not been given. A statement of  specific factual information or the recitation of existing policy may be given. Any deliberation shall be  limited to a proposal to place the subject on an agenda for a subsequent meeting.  6.Adjourn. The City council may adjourn into Executive Session to consider any item listed on the agenda if a  matter is raised that is appropriate for Executive Session discussion.  I certify that the above Notice of Meeting was posted on the website and at College Station City Hall,  1101 Texas Avenue, College Station, Texas, on February 5, 2021 at 5:00 p.m.  City Secretary This  building  is  wheelchair  accessible.  Persons  with  disabilities  who  plan  to  attend  this meeting    and    who    may    need    accommodations,    auxiliary    aids,    or    services    such    as interpreters,   readers,  or  large  print  are  asked  to  contact  the  City  Secretary’s  Office  at  (979) 764­3541,  TDD   at  1­800­735­2989,  or  email  adaassistance@cstx.gov  at  least  two  business days  prior  to  the   meeting   so   that   appropriate   arrangements   can   be   made.   If   the   City   does  not   receive   notification  at  least  two  business  days  prior  to  the  meeting,  the  City  will  make  a reasonable  attempt to provide the necessary accommodations. Penal Code § 30.07. Trespass by License Holder with an Openly Carried Handgun. "Pursuant  to  Section  30.07,  Penal  Code  (Trespass  by  License  Holder  with  an  Openly  Carried     Handgun)     A     Person     Licensed     under     Subchapter     H,     Chapter     411,  Government   Code   (Handgun   Licensing   Law),   may   not   enter   this   Property   with   a  Handgun that is Carried Openly."  Codigo Penal § 30.07. Traspasar Portando Armas de Mano al Aire Libre con Licencia. “Conforme  a  la  Seccion  30.07 del  codigo  penal  (traspasar  portando  armas  de  mano al    aire   libre   con   licencia),   personas   con   licencia   bajo   del   Sub­Capitulo   H,   Capitulo  411,  Codigo  de  Gobierno  (Ley  de  licencias  de  arma  de  mano),  no  deben  entrar  a  esta  propiedad portando arma de mano al aire libre.” Page 3 of 176 February 11, 2021 Item No. 3.1. Council Minutes Sponsor:Tanya Smith, City Secretary Reviewed By CBC:City Council Agenda Caption:Presentation, discussion, and possible action of minutes for: • January 28, 2021 Workshop Meeting • January 28, 2021 Regular Meeting Relationship to Strategic Goals: Good Governance Recommendation(s): Approval Summary: N/A Budget & Financial Summary: None Reviewed & Approved by Legal: No Attachments: 1.WKSHP012821 DRAFT Minutes 2.RM012821 DRAFT Minutes Page 4 of 176 WKSHP012821 Minutes Page 1 MINUTES OF THE CITY COUNCIL WORKSHOP VIA TELECONFERENCE CITY OF COLLEGE STATION JANUARY 28, 2021 STATE OF TEXAS § § COUNTY OF BRAZOS § Present: Karl Mooney, Mayor Council: Bob Brick John Crompton Linda Harvell Elizabeth Cunha John Nichols Dennis Maloney City Staff: Jeff Capps, Interim City Manager Jeff Kersten, Assistant City Manager Carla Robinson, City Attorney Ian Whittenton, Deputy City Secretary Lisa McCracken, Records Management Administrator 1. Call to Order and Announce a Quorum is Present With a quorum present, the Workshop of the College Station City Council was called to order by Mayor Mooney via Teleconference at 4:00 p.m. on Thursday, January 28, 2021, in the Council Chambers of the City of College Station City Hall, 1101 Texas Avenue, College Station, Texas 77840. 2. Executive Session In accordance with the Texas Government Code §551.071-Consultation with Attorney, §551.074- Personnel, and §551.086-Competitive Matters, the College Station City Council convened into Executive Session at 4:00 p.m. on January 28, 2021, in order to continue discussing matters pertaining to: A. Consultation with Attorney to seek advice regarding pending or contemplated litigation; to wit: Kathryn A. Stever-Harper as Executrix for the Estate of John Wesley Harper v. City of College Station and Judy Meeks; No. 15,977-PC in the County Court No. 1, Brazos County, Texas; and McCrory Investments II, LLC d/b/a Southwest Stor Mor v. City of College Station; Cause No. 17-000914-CV-361; In the 361st District Court, Brazos County, Texas City of College Station v. Gerry Saum, Individually, and as Independent Executrix of the Estate of Susan M. Wood, Deceased; Cause No. 17-002742-CV-361; In the 361st District Court, Brazos County, Texas Page 5 of 176 WKSHP012821 Minutes Page 2 B.Consultation with attorney to receive legal advice; to wit: Legal advice concerning requirements under the Interlocal Cooperation and Joint Development Agreement between the City of College Station and the City of Bryan related to the Chapter 380 agreement between the City of Bryan, Bryan Commerce & Development, Inc., Bryan/Traditions, LP, and Traditions Acquisition Partnership, LP Legal advice concerning a real estate contract between the City of College Station and Juanita Martinez and Charles William Martinez C. Deliberation on the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer; to wit: City Manager Council Self-Evaluation (Mayor Pro Tempore) D. Deliberation on a competitive matter as that term is defined in Gov’t Code Section 552.133; to wit: Power Supply Executive Session recessed at 5:27 p.m. 3. Reconvene from Executive Session and take action, if any. No vote or action was taken in Executive Session. 4. Presentation, possible action and discussion on items listed on the consent agenda. Item 4.3 was pulled from Consent for clarification. (4.3): Emily Fisher, Assistant Director of Capital Projects, clarified that the designs presented in this item are the results of a TIA (Traffic Impact Analysis) and recommendations from a firm contracted by the city to advise in the design of streets and intersections. 5. Workshop Agenda 5.1 Presentation, discussion, and possible action regarding greenway trail surface options. Venessa Garza, Planning and Development, stated that City Council requested this item at their November 23, 2020 Council meeting. Staff provided an overview of greenway trail surface options to consider for future projects, along with the advantages and disadvantages of each Page 6 of 176 WKSHP012821 Minutes Page 3 By a consensus of council, it was recommended that staff consider both the use of the surface and the environment of the material. Striving to keep natural surfaces in natural areas, in bike areas use concrete with a softer load area alongside. The Workshop was recessed at 6:06 p.m. The Workshop resumed at 6:14 p.m. 5.2. Presentation, discussion, and possible action of potential alternatives to address the symptoms of residential over-occupancy. Alyssa Halle-Schramm, Planning and Development, explained that due to the issues that prevail when attempting to enforce by relationship status, staff presented alternative options for addressing the symptoms of overoccupancy at both the Planning & Zoning Commission January 7th meeting and the City Council January 14th workshop. Those options included increased fines for common code violations, removing the ability to register rental property in case of excess violations, requiring more onsite parking. Along with this discussion, staff also provided an update on the draft Restricted Occupancy Overlay (ROO) ordinance public input process and timeline. Mrs. Halle-Schramm stated that City Council requested that staff draft a Restricted Occupancy Overlay ordinance and associated handbook that would allow area property owners to request an overlay zoning restricting occupancy to no more than two unrelated persons in their neighborhood. Additionally, she noted that successful prosecution of those who have violated the city-wide “no more than four unrelated” ordinance has been largely due to admittance of guilt. At approximately 7:23 p.m., Mayor Mooney opened the Citizens Comments. There being no comments, the Citizens Comments was closed at 7:24 p.m. Council directed staff to have period of public comment on a potential a Restricted Occupancy Overlay ordinance in February and return the findings in March for a recommendation. 6. Council Calendar Council reviewed the calendar. 7. Discussion, review, and possible action regarding the following meetings: Animal Shelter Board, Arts Council of Brazos Valley, Architectural Advisory Committee, Audit Committee, Bicycle, Pedestrian, and Greenways Advisory Board, Bio-Corridor Board of Adjustments, Brazos County Health Dept., Brazos Valley Council of Governments, Brazos Valley Economic Development Corporation, Bryan/College Station Chamber of Commerce, Budget and Finance Committee, BVSWMA, BVWACS, Census Committee Group, Compensation and Benefits Committee, Comprehensive Plan Evaluation Committee, Experience Bryan- College Station, Design Review Board, Economic Development Committee, Gulf Coast Strategic Highway Coalition, Historic Preservation Committee, Interfaith Dialogue Association, Intergovernmental Committee, Joint Relief Funding Review Committee, Landmark Commission, Library Board, Metropolitan Planning Organization, Operation Restart, Parks and Recreation Board, Planning and Zoning Commission, Research Valley Technology Council, Regional Transportation Committee for Council of Governments, Page 7 of 176 WKSHP012821 Minutes Page 4 Sister Cities Association, Spring Creek Local Government Corporation, Transportation and Mobility Committee, TAMU Student Senate, Texas Municipal League, Walk with the Mayor, YMCA, Zoning Board of Adjustments, (Notice of Agendas posted on City Hall bulletin board.) No discussion needed. 8. Adjournment There being no further business, Mayor Mooney adjourned the Workshop of the College Station City Council at 7:34 p.m. on Thursday, January 28, 2021. ________________________ Karl Mooney, Mayor ATTEST: _______________________ Tanya Smith, City Secretary Page 8 of 176 RM012821 Minutes Page 1 MINUTES OF THE REGULAR CITY COUNCIL MEETING VIA TELECONFERENCE CITY OF COLLEGE STATION JANUARY 28, 2021 STATE OF TEXAS § § COUNTY OF BRAZOS § Present: Karl Mooney, Mayor Council: Bob Brick John Crompton Linda Harvell Elizabeth Cunha John Nichols Dennis Maloney City Staff: Jeff Capps, Interim City Manager Jeff Kersten, Assistant City Manager Carla Robinson, City Attorney Ian Whittenton, Deputy City Secretary Lisa McCracken, Records Management Administrator 1.Call to Order and Announce a Quorum is Present and Pledge of Allegiance, Invocation, consider absence request. With a quorum present, the Regular Meeting of the College Station City Council was called to order by Mayor Mooney via Teleconference at 6:06 p.m. on Thursday, January 28, 2021, in the Council Chambers of the City of College Station City Hall, 1101 Texas Avenue, College Station, Texas 77840. 2.Presentations Proclamation honoring Bobby Maggard for his dedicated volunteer service as part of the Citizens Fire Academy Alumni Association REHAB Team. Mayor Mooney recognized and presented Bobby Maggard a proclamation for his dedicated volunteer service as part of the Citizens Fire Academy Alumni Association REHAB Team. The Regular meeting was suspended at 6:14 p.m. The Regular meeting was resumed at 7:45 p.m. 3.Hear Visitors Comments Page 9 of 176 RM012821 Minutes Page 2 No comments at this time. 4.CONSENT AGENDA 4.1. Presentation, possible action, and discussion of minutes for: January 14, 2021 Workshop Meeting January 14, 2021 Regular Meeting 4.2. Presentation, discussion, and possible action regarding a change order to the Network Hardware and Installation project service agreement with Avinext in the amount of $56,892.96. 4.3 Presentation, discussion, and possible action regarding a professional services contract with Jones and Carter in the amount of $458,400 for the design of the Victoria Ave Rehabilitation project. MOTION: Upon a motion made by Councilmember Harvell and a second by Councilmember Nichols the City Council voted seven (7) for and none (0) opposed, to approve the Consent Agenda. The motion carried unanimously. 5.REGULAR AGENDA 5.1 Presentation, discussion, and possible action regarding the City of College Station's retail recruitment strategy. Aubrey Nettles, Assistant Economic Development Director, stated that this item was requested by Council Member Harvell on December 10, 2020. The City of College Station began working with The Retail Coach and adopted a retail recruitment strategy under the direction of Economic Development Director Natalie Ruiz in 2015. Since that time, retail has flourished in College Station, including the recognition of a secondary retail market in south College Station. Other efforts in recent years include International Council of Shopping Centers (ICSC) membership and trade show attendance, launching an economic development website (grow.cstx.gov), commercial preservation projects, All Up in Your Business Podcast, and a record of general growth in the market. With the onset and longevity of COVID-19, the city’s retail strategy has pivoted as necessary to sustain existing businesses and backfill vacated spaces while continuing to actively recruit new retail opportunities. Staff will give insight into our recruitment strategy, while also highlighting national retail forecasts for 2021. Mrs. Nettles also highlighted the services provided by the Economic Development Department: Retail Prospect Outreach and Recruitment Maintain knowledge of current site inventory Connect retail prospects with potential site matches Highlight Retail Market Profile & feature available retail sites on grow.cstx.gov Facilitate introductions and meetings with city staff Foster relationships with developers, brokers, and site owners Highlight retailers on podcast and in news interviews Aaron Farmer with the Retail Coach was introduced as a consultant to the city and explained that his Page 10 of 176 RM012821 Minutes Page 3 firm’s analysis and understanding of the College Station market has been applied to help build relationships with property owners and brokers in College Station. He also highlighted aggressive outreach to prospects by email, phone, and trade show representation at events such as ICSC Recon, ICSC Deal Making, and Retail live. Recent successes such as Another Broken Egg, Conns, Dunkin, Five Below, HomeGoods, Krispy Kreme, Lululemon, Snooze, and Dutch Brothers were spotlighted. Council directed staff to continue economic development efforts as presented and engage council as need. 5.2 Presentation, discussion, and possible action on Resolution No. 01-28-21-5.2 to name the basketball court in Castlegate Park to the Alex Caruso Basketball Court. Colin Killian, Communications and Marketing, stated that Local basketball phenom, Alex Caruso, grew up playing and honing his skills on the court in Castlegate Park near his home. Mr. Caruso went on to play for Texas A&M University and won an NBA championship with the Lakers in 2020. Local community leaders would honor his name by renaming the basketball court in Castlegate Park to the Alex Caruso Basketball Court. MOTION: Upon a motion made by Councilmember Harvell and a second by Councilmember Brick, the City Council voted five (5) for and one (1) opposed, with Councilmember Cunha voting against and Councilmember Crompton abstaining, to approve Resolution No. 01-28-21-5.2 to name the basketball court in Castlegate Park to the Alex Caruso Basketball Court. The motion carried. 5.3 Presentation, discussion, and possible action regarding an update on the COVID-19 pandemic and vaccine distribution. Brian Piscacek, Assistant to the City Manager, presented a summary of the latest developments related to vaccine distribution and the impacts of COVID-19 in our community. He explained that there is a phased approach to vaccine distribution in Brazos County with Texas DSHS determining the number of dose distributed to each Texas county. St. Joseph Health is our local vaccination hub with vaccinations occurring Monday through Thursday and individuals being scheduled for a second dose at the time they receive the first. The number of vaccinations administered is expected to reach 1000 per day, starting next week. 6.Presentation, discussion, and possible action on future agenda items and review of standing list of Council generated agenda items: A Council Member may inquire about a subject for Page 11 of 176 RM012821 Minutes Page 4 which notice has not been given. A statement of specific factual information or the recitation of existing policy may be given. Any deliberation shall be limited to a proposal to place the subject on an agenda for a subsequent meeting. Councilmember Nichols requested a future agenda item on traffic options for the Lick Creek Trail underpass at Midtown Drive. Councilmember Brick requested a future agenda item on COVID-19 financial support administered to individuals and businesses. 7.Adjournment. There being no further business, Mayor Mooney adjourned the Regular Meeting of the City Council at 9:19 p.m. on Thursday, January 28, 2021. ________________________ Karl Mooney, Mayor ATTEST: ___________________________ Tanya Smith, City Secretary Page 12 of 176 February 11, 2021 Item No. 3.2. Spring Creek Substation Ring Bus Modification Construction Contract Sponsor:Timothy Crabb, Director of Electric Reviewed By CBC:N/A Agenda Caption:Presentation, discussion, and possible action regarding approval of a contract between the City of College Station and PowerGrid Services, LLC, for the construction of the Spring Creek Substation Ring Bus Modification in the amount of $2,372,512.63. PowerGrid Services, LLC bid the project for an amount of $2,372,512.63, plus the owner furnished material amount of $1,291,473, for a total bonded project requirement of $3,663,985.63. Relationship to Strategic Goals: Core Services and Infrastructure Recommendation(s): Staff recommends approval of the contract. Summary: Spring Creek Substation was originally designed for three substation transformers, but in the original construction project, only two were installed in a feed through configuration. This substation serves much of the Medical Corridor, Midtown, and the proposed Midtown Industrial Park. In order to maximize the utilization of this substation and meet the future needs for electric service and reliability in this area, it was determined to expand this substation to utilize three substation transformers in a ring bus configuration. Proposals for RFP #20-077 were received on December 17, 2020. After evaluating nine (9) proposals using the Combined Average Evaluation Sheet, COCS and McCord Engineering recommend awarding the contract to PowerGrid Services, LLC, as the contactor which provides the best value to the City according to the Evaluation Sheet. Budget & Financial Summary: This project was approved as part of the FY20 Electric Capital Improvements Budget. Funding for the project is budgeted in the Electric Utility Capital Improvements Project Fund. Reviewed & Approved by Legal: No Attachments: 1.Combined Average Evaluation 2.Contract is available for review in the City Secretary's Office Page 13 of 176 Page 14 of 176 RFP - 20-077 - Spring Creek Ring Bus Addition - Construction Bid Summary POWERGRID CONDUCTOR POWER BIANCHI ELECTRIC ALTERMAN ENERGY SERVICES INC CANYON POWER SOLUTIONS, LLC BIRD ELECTRIC ENTERPRISES LAMBDA CONSTRUCTION PRIMORIS T&D KV POWER 3,663,985.63$ 3,749,270.00$ 3,827,867.75$ 3,869,322.67$ 3,912,453.26$ 3,952,768.86$ 4,290,721.00$ 4,428,985.67$ 5,027,155.57$ -$ 85,284.37$ 163,882.12$ 205,337.04$ 248,467.63$ 288,783.23$ 626,735.37$ 765,000.04$ 1,363,169.94$ 142 193 NONE PROVIDED 171 105 350 250 287 280 √√√√√√√√√ √√√√√√√√√ √√√??√√√??√ No exceptions taken No exceptions taken No exceptions taken Alterman stated only one mobilzation allowed, automatic appv of CO if OFM is a delay, and reserves the right for a longer workday plan No exceptions taken No exceptions taken No exceptions taken Primoris stated only one mobilzation allowed, Spoils spread on site, no temp P&C wiring, exception to warranty of concertina wire, many others No exceptions taken 80.00 78.18 76.57 75.75 74.92 74.16 68.31 66.18 58.31 9 10 8 8 9 10 10 9 9 10 9 10 9 7 10 9 9 9 pass pass pass pass pass pass pass pass fail 99.0 97.2 94.6 92.8 90.9 94.2 87.3 84.2 76.3 EVALUATIONS (B) Relevant Experince (C ) Plan and Schedule POWERGRID 9 10 CONDUCTOR POWER 10 9 BIANCHI ELECTRIC 8 10 ALTERMAN ENERGY SERVICES INC 8 9 CANYON POWER SOLUTIONS, LLC 9 7 BIRD ELECTRIC ENTERPRISES 10 10 LAMBDA CONSTRUCTION 10 9 PRIMORIS T&D 9 9 KV POWER 9 9 Scoring for Evaluation (A) Cost Proposal (80 Pts) √Or X Grand Total of Points (B) Relevant Experience and Other Considerations (10 pts) Notes can be inserted into the column below each vendor or simply typed in lines below 26. Be sure to Identify vendor if you use this method. (C) Plan and Schedule (10 pts) Financial Capacity (pass/fail) 287 days - shows starting purchasing in Aug 1 2021 and ending in May 15 2022 280 days - shows starting purchasing in Sept 15 2021 and ending in May 15 2022 Plan/Schedule Description 142 days - shows starting purchasing in Sept 2021 and ending in January 2022 193 days - shows starting purchasing in Sept 2021 and ending in March 2022 none given, but has gantt chart showing Sept 2021 thru February 2022 171 days does not match 50 wks as described in document - also provided gantt chart - Start Aug 2021 complete 5/15/22 105 days - doesn't match gantt chart - From February thru Nov 2021- does not match project timeline 350 days - shows starting purchasing in Mar 2021 and ending in March 2022 250 days - shows starting purchasing in Sept 2021 and ending in May 2022 Employee's have experience and completed COCS/BTU Graham Road. Specified 55% of work internal. No mention of subcontractors. Employee's have experience but only with two years or less with KV Power. 80% of work internal. No mention of subcontractors. Experience Description PowerGrid company top three employee experience is from previous company's employee projects (only 8 months at PowerGrid). 95% Internal - No external Structural subcontractor shown. Previous company work is sufficient over the last three - four years. Worked on Long Draw WETT. - 75% work Internal Company superintendent experience is from previous company's employee projects. No external Structural subcontractor shown. All of Alterman company employee experience is from previous company's employee projects - Did not completeCOCS Contractor forms - just gave resume with on previous company information. Structural subcontractor is Packett. Employee's have experience but only with two years or less with Canyon Power. 80% of work internal. No mention of subcontractors. Previous company work is sufficient over the last five years. Showed Dynagrid subcontractor for foundations. Previous company work is sufficient over the last five years. 90% internal work force EXCEPTIONS Redlines or Exceptions to Specs or Contract VENDOR BASE PROPOSAL CALENDAR DAYS TO SUBSTANTIAL COMPLETION CERTIFICATION BID BOND INCREASEA ABOVE LOW BID Exhibit A Page 15 of 176 Contract is available for review in the City Secretary’s office. Page 16 of 176 February 11, 2021 Item No. 3.3. Adoption of a resolution granting consent to Rock Prairie Management District No. 2 for the sale and issuance of unlimited tax road bonds, series 2021, in an amount not to exceed $2,500,000 Sponsor:Mary Ellen Leonard, Director of Fiscal Services Reviewed By CBC:City Council Agenda Caption:Presentation, discussion, and possible action regarding adoption of a resolution granting consent to Rock Prairie Management District No. 2 for the sale and issuance of unlimited tax road bonds, series 2021, in an amount not to exceed $2,500,000. Relationship to Strategic Goals: Diverse and Growing Economy Improving Mobility Sustainable City Recommendation(s): Staff recommends approval of the resolution granting consent to Rock Prairie Management District No. 2 for the sale and issuance of unlimited tax road bonds, series 2021, in an amount not to exceed $2,500,000. Summary: On July 9, 2015, the City Council passed Resolution No. 07-09-15-02 consenting to the creation of Rock Prairie Management District No. 2. On February 17, 2015, the City Council approved a Utility and Road Agreement between the City and the District which authorizes the District to issue, sell, and deliver bonds from time to time, as deemed necessary and appropriate by the Board of Directors of the District, for the purposes, in such form and manner as permitted or provided by federal laws, the general laws of the State of Texas, and the above-referenced consent resolution. In order for the bond issuance to proceed, the District’s bond order (authorizing resolution) authorizing the issuance of the bonds must be approved by the City Council to the extent the resolution is in compliance with the above-referenced consent resolution. The District’s representatives met with the City Manager’s Office, Director of Fiscal Services, and City Attorney on January 14, 2021, to discuss the bond order, Notice of Sale, Preliminary Official Statement, and other information in preparation for this item. District representatives will be available at the council meeting to answer any questions. Budget & Financial Summary: There is no current financial impact to the City for issuance of the bonds. Repayment is by those residents and businesses located within Rock Prairie Management District No. 2. Bond proceeds will be used to finance a portion of the construction and paving of Bird Pond Road within the District. Page 17 of 176 All roadways are designed and constructed in accordance with the City and County standards, rules, and regulations. Upon completion of construction, the District will convey the road facilities to the City for operation and maintenance, as described in the Utility Agreement. Reviewed & Approved by Legal: No Attachments: 1.Rock Prairie MD 2 - No Growth Cash Flow (12.22.20) 2.Rock Prairie MD 2 - NOS (12.21.20) 3.Rock Prairie MD 2 - POS (12.21.20) 4.Series 2021 Road Bonds - City Consent Resolution Final Page 18 of 176 Rock Prairie Management District No. 2No Growth Cash FlowBond Issue No. 1 (d)Tax Roll January 1 Taxable Assessed Value  Tax Rate (M&O)  Projected Collections at 95%  Tax Rate (Debt)  Projected Collections at 95% Available for Calendar Year Beginning Debt Service Fund Balance (b)   Investments Earnings at 1.00%  Capitalized Interest (c)  Total Available Funds  Principal  Interest  Debt Service   Total Debt Service  Ending Debt Service Fund Balance  Percentage of Next Year's Debt Service 202023,545,860$       (a)      0.5000  $         111,843                        ‐    $                   ‐ 2021 $                            ‐                       ‐             44,000  $        44,000  $                       ‐  $            22,000  $            22,000  $              22,000  $            22,000 31.88%202123,545,860               0.1800                 40,263           0.320000             71,579 2022                    22,000                    220             93,799                 25,000                 44,000                 69,000                   69,000                 24,799 36.47%202223,545,860               0.1800                 40,263           0.320000             71,579 2023                    24,799                    248             96,627                 25,000                 43,000                 68,000                   68,000                 28,627 42.73%202323,545,860               0.1800                 40,263           0.320000             71,579 2024                    28,627                    286           100,493                 25,000                 42,000                 67,000                   67,000                 33,493 50.75%202423,545,860               0.1800                 40,263           0.320000             71,579 2025                    33,493           105,072                 25,000                 41,000                 66,000                   66,000                 39,072 55.82%202523,545,860               0.1800                 40,263           0.320000             71,579 2026                    39,072           110,651                 30,000                 40,000                 70,000                   70,000                 40,651 59.09%202623,545,860               0.1800                 40,263           0.320000             71,579 2027                    40,651           112,231                 30,000                 38,800                 68,800                   68,800                 43,431 64.25%202723,545,860               0.1800                 40,263           0.320000             71,579 2028                    43,431           115,010                 30,000                 37,600                 67,600                   67,600                 47,410 71.40%202823,545,860               0.1800                 40,263           0.320000             71,579 2029                    47,410           118,990                 30,000                 36,400                 66,400                   66,400                 52,590 74.91%202923,545,860               0.1800                 40,263           0.320000             71,579 2030                    52,590           124,169                 35,000                 35,200                 70,200                   70,200                 53,969 78.44%203023,545,860               0.1800                 40,263           0.320000             71,579 2031                    53,969           125,548                 35,000                 33,800                 68,800                   68,800                 56,748 84.20%203123,545,860               0.1800                 40,263           0.320000             71,579 2032                    56,748           128,328                 35,000                 32,400                 67,400                   67,400                 60,928 92.31%203223,545,860               0.1800                 40,263           0.320000             71,579 2033                    60,928           132,507                 35,000                 31,000                 66,000                   66,000                 66,507 95.56%203323,545,860               0.1800                 40,263           0.320000             71,579 2034                    66,507           138,087                 40,000                 29,600                 69,600                   69,600                 68,487 100.72%203423,545,860               0.1800                 40,263           0.320000             71,579 2035                    68,487           140,066                 40,000                 28,000                 68,000                   68,000                 72,066 117.37%203523,545,860               0.1800                 40,263           0.320000             71,579 2036                    72,066           143,645                 35,000                 26,400                 61,400                   61,400                 82,245 137.08%203623,545,860               0.1800                 40,263           0.320000             71,579 2037                    82,245           153,825                 35,000                 25,000                 60,000                   60,000                 93,825 160.11%203723,545,860               0.1800                 40,263           0.320000             71,579 2038                    93,825           165,404                 35,000                 23,600                 58,600                   58,600               106,804 186.72%203823,545,860               0.1800                 40,263           0.320000             71,579 2039                  106,804           178,384                 35,000                 22,200                 57,200                   57,200               121,184 199.32%203923,545,860               0.1800                 40,263           0.320000             71,579 2040                  121,184           192,763                 40,000                 20,800                 60,800                   60,800               131,963 222.91%204023,545,860               0.1800                 40,263           0.320000             71,579 2041                  131,963           203,543                 40,000                 19,200                 59,200                   59,200               144,343 250.59%204123,545,860               0.1800                 40,263           0.320000             71,579 2042                  144,343           215,922                 40,000                 17,600                 57,600                   57,600               158,322 259.54%204223,545,860               0.1800                 40,263           0.320000             71,579 2043                  158,322           229,901                 45,000                 16,000                 61,000                   61,000               168,901 285.31%204323,545,860               0.1800                 40,263           0.320000             71,579 2044                  168,901           240,481                 45,000                 14,200                 59,200                   59,200               181,281 315.82%204423,545,860               0.1800                 40,263           0.320000             71,579 2045                  181,281           252,860                 45,000                 12,400                 57,400                   57,400               195,460 322.54%204523,545,860               0.1800                 40,263           0.320000             71,579 2046                  195,460           267,040                 50,000                 10,600                 60,600                   60,600               206,440 352.29%204623,545,860               0.1800                 40,263           0.320000             71,579 2047                  206,440           278,019                 50,000                   8,600                 58,600                   58,600               219,419 356.20%204723,545,860               0.1800                 40,263           0.320000             71,579 2048                  219,419           290,998                 55,000                   6,600                 61,600                   61,600               229,398 386.19%204823,545,860               0.1800                 40,263           0.320000             71,579 2049                  229,398           300,978                 55,000                   4,400                 59,400                   59,400               241,578 422.34%204923,545,860               0.1800                 40,263           0.320000             71,579 2050                  241,578           313,157                 55,000                   2,200                 57,200                   57,200               255,957 1,100,000$      764,600$         1,864,600$      1,864,600$        (a) Reflects the 2020 Certified Taxable Assessed Valuation, as provided by BCAD.0.00%(b) The Debt Service Fund will be created upon closing of Series 2020, which is anticipated to be on March 2021.5.00%(c) Based on 12 months of capitalized interest.Debt Payments (years) 25(d) Based on the issue date of March 1, 2021 at 4% interest.Page 19 of 176 This Official Notice of Sale does not alone constitute an invitation for bids on the Bonds but is merely notice of sale of the Bonds described herein. The invitation for bids is being made by means of this Official Notice of Sale, the Preliminary Official Statement and the Official Bid Form attached hereto. Information contained in this Official Notice of Sale is qualified in its entirety by the detailed information contained in the Preliminary Official Statement. OFFICIAL NOTICE OF SALE $1,100,000 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (A political subdivision of the State of Texas located within Brazos County) UNLIMITED TAX ROAD BONDS SERIES 2021 THE BONDS WILL BE DESIGNATED AS “QUALIFIED TAX-EXEMPT OBLIGATIONS” FOR FINANCIAL INSTITUTIONS BIDS DUE: Thursday, February 11, 2021 at 10:00 A.M., Houston Time in Houston, Texas BID AWARD: Thursday, February 11, 2021 at 2:00 P.M., Houston Time in Houston, Texas THE SALE Bonds Offered for Sale by Competitive Bidding: The Board of Directors (the “Board”) of Rock Prairie Management District No. 2 (the “District”) is inviting competitive bids for the purchase of $1,100,000 Unlimited Tax Road Bonds, Series 2021 (the “Bonds”). Bidders may submit bids for the Bonds by any of the following methods: (1) Deliver bids directly to the District as described below in “Bids Delivered to the District;” (2) Submit bids electronically as described below in “Electronic Bidding Procedures;” or (3) Submit bids by telephone as described below in “Bids by Telephone.” Bids Delivered to the District: Sealed bids, plainly marked “Bid for Bonds,” should be addressed to “President and Board of Directors, Rock Prairie Management District No. 2” and delivered in care of Post Oak Municipal Advisors, 820 Gessner Rd., Suite 1350, Houston, Texas 77024 prior to 10:00 A.M., Houston Time, on Thursday, February 11, 2021. All bids must be submitted in duplicate on the Official Bid Form, without alteration or interlineation. Electronic Bidding Procedures: Any prospective bidder that intends to submit an electronic bid must submit its electronic bid through the facilities of PARITY. Bidders must submit by email or facsimile (mflores@postoakma.com / (713) 583-5742) prior to 9:30 A.M., Houston Time on Thursday, February 11, 2021, a signed Official Bid Form to Mr. Misael Flores, Vice President, Post Oak Municipal Advisors LLC, 820 Gessner Road, Suite 1350, Houston, Texas 77024. Subscription to the i-Deal LLC’s BIDCOMP Competitive Bidding System is required in order to submit an electronic bid. The District will neither confirm any subscription nor be responsible for the failure of any prospective bidder to subscribe. An electronic bid made through the facilities of PARITY shall be deemed an irrevocable offer to purchase the Bonds on the terms provided in this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the District. The District shall not be responsible for any malfunction or mistake made by, or as a result of the use of the facilities of, PARITY, the use of such facilities being the sole risk of the prospective bidder. If any provisions of this Official Notice of Sale shall conflict with information provided by PARITY as the approved provider of electronic bidding services, this Official Notice of Sale shall control. Further information about PARITY, including any fee charged, may be obtained from PARITY Customer Support, 1359 Broadway, 2nd Floor, New York, New York 10018, telephone: (212) 849-5000. For purposes of both the written sealed bid process and the electronic bidding process, the time as maintained by PARITY shall constitute the official time. For information purposes only, bidders are requested to state in their electronic bids the net interest cost to the District, as described under “Basis of Award” below. All electronic bids shall be deemed to incorporate the provisions of this Official Notice of Sale and the Official Bid Form. Page 20 of 176 ii Bids by Telephone: Bidders must submit by email or facsimile (mflores@postoakma.com / (713) 583-5742) prior to 9:30 A.M., Houston Time, on Thursday, February 11, 2021, a signed Official Bid Form to Mr. Misael Flores, Vice President, Post Oak Municipal Advisors LLC, 820 Gessner Road, Suite 1350, Houston, Texas 77024, and submit their bid by telephone on the date of sale. Telephone bidders that have provided signed bid forms will be telephoned by a representative of Post Oak Municipal Advisors LLC, as financial advisor for the District, between 9:30 A.M. and 9:50 A.M., Houston Time on the date of the sale. Facsimile bids will not be accepted. The District and Post Oak Municipal Advisors LLC are not responsible if such telephone is busy or is malfunctioning, which prevents a bid or bids from being submitted on a timely basis. Post Oak Municipal Advisors LLC will not be responsible for submitting any bids received after the above deadlines. The District and Post Oak Municipal Advisors LLC assume no responsibility or liability with respect to any irregularities associated with the submission of bids if telephone option is exercised. Place and Time of Bid Opening: The bids for the Bonds will be publicly opened and read by an authorized representative of the Board at the offices of Post Oak Municipal Advisors LLC, 820 Gessner Rd., Suite 1350, Houston Texas 77024, at 10:00 A.M., Houston Time, Thursday, February 11, 2021. Award of the Bonds: The District will take action to award the Bonds or reject all bids at a meeting scheduled to convene at 2:00 P.M., Houston Time, on the date of the bid opening. It is anticipated that said meeting will be held via telephone conference pursuant to Texas Government Code Section 551.125, as amended, and as modified by the Governor of Texas in the Governor’s proclamation on March 13, 2020, concerning the COVID-19 pandemic. Upon awarding the Bonds to the winning bidder (the “Initial Purchaser”), the Board will adopt an order authorizing the issuance of the Bonds (the “Bond Order”). Sale of the Bonds will be made subject to the terms, conditions and provisions of the Bond Order, to which Bond Order reference is hereby made for all purposes and subject to compliance with Texas Government Code § 2252.908 as more fully described below. The District reserves the right to reject any and all bids and to waive any irregularities, except the time of filing of the bids. THE BONDS Description of the Bonds: The Bonds will be dated March 1, 2021, and interest will be payable on September 1, 2021 and on each March 1 and September 1 thereafter until the earlier of maturity or redemption. The Bonds will be issued in fully registered form only, in denominations of $5,000 or any integral multiple of $5,000 for any one maturity, and principal and interest will be paid, initially by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the “Paying Agent/Registrar”, “Paying Agent” or “Registrar”). The Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Beneficial Owners of the Bonds will not receive physical certificates representing the Bonds but will receive a credit balance on the books of the nominees of such Beneficial Owners. So long as Cede & Co. is the registered owner of the Bonds, the principal of and interest on the Bonds will be paid by the Paying Agent directly to DTC, which will, in turn, remit such principal and interest to its participants for subsequent disbursement to the Beneficial Owners of the Bonds as described herein. See the Preliminary Official Statement (made a part hereof) for a more complete description of the Bonds. The Bonds will mature serially on September 1 in the years and principal amounts as follows: Page 21 of 176 iii Serial Bonds and/or Term Bonds: Bidders may provide that all the Bonds be issued as serial bonds or may provide that any two or more consecutive annual principal amounts be combined into one or more term bonds. Redemption Provisions: Bonds maturing on and after September 1, 2027, are subject to redemption prior to maturity, at the option of the District, as a whole or in part, on September 1, 2026, or on any date thereafter at a price equal to the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption. If fewer than all of the Bonds are redeemed at any time, the particular maturities of Bonds to be redeemed shall be selected by the District. If less than all the Bonds of any maturity are redeemed at any time, the particular Bonds within a maturity to be redeemed shall be selected by the Paying Agent/Registrar by lot or other customary method of selection (or by DTC in accordance with its procedures while the Bonds are in book-entry-only form). Mandatory Sinking Fund Redemption: If the Initial Purchaser designates principal amounts to be combined into one or more term bonds, each such term bond shall be subject to mandatory sinking fund redemption commencing on September 1 of the first year which has been combined to form such term bond and continuing on September 1 in each year thereafter until the stated maturity date of that term bond. The amount redeemed in any year shall be equal to the principal amount for such year set forth on the cover page of Preliminary Official Statement under the caption “MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL REOFFERING YIELDS, AND CUSIPS.” Bonds to be redeemed in any year by mandatory sinking fund redemption shall be redeemed at par by lot or other customary method. The principal amount of term bonds to be mandatorily redeemed is subject to proportionate reduction by the amount of any prior optional redemption. Successor Paying Agent/Registrar: Provision is made in the Bond Resolution for replacement of the Paying Agent/Registrar. If the Paying Agent/Registrar is replaced by the District, the new paying agent/registrar shall act in the same capacity as the previous Paying Agent/Registrar. Any paying agent/registrar selected by the District shall be a corporation organized and doing business under the laws of the United States of America or of any state authorized under such laws to exercise trust powers, and subject to supervision or examination by federal or state banking authorities. Source of Payment: The Bonds will constitute valid and binding obligations of the District, payable as to principal and interest from the proceeds of a continuing, direct, annual ad valorem tax without legal limitation as to rate or amount, levied against taxable property located within the District, as further described in the Preliminary Official Statement. The Bonds are obligations solely of Rock Prairie Management District No. 2 and are not obligations of the State of Texas, Brazos County, the City of College Station, or any entity other than the District. YEAR PRINCIPAL YEAR PRINCIPAL YEAR PRINCIPAL DUE AMOUNT DUE AMOUNT DUE AMOUNT 2022 25,000$ 2032 35,000$ 2042 40,000$ 2023 25,000 2033 35,000 2043 45,000 2024 25,000 2034 40,000 2044 45,000 2025 25,000 2035 40,000 2045 45,000 2026 30,000 2036 35,000 2046 50,000 2027 30,000 2037 35,000 2047 50,000 2028 30,000 2038 35,000 2048 55,000 2029 30,000 2039 35,000 2049 55,000 2030 35,000 2040 40,000 2050 55,000 2031 35,000 2041 40,000 Page 22 of 176 iv CONDITIONS OF THE SALE Types of Bids and Interest Rates: The Bonds will be sold in one block, “all or none” and no bid of less than ninety- seven percent (97%) of the par value plus accrued interest to the date fixed for delivery will be considered. Bidders are to name the rate or rates of interest to be borne by the Bonds, provided that each interest rate bid must be in a multiple of 1/8 of 1% or 1/20 of 1%. No bid will be considered which results in a net effective interest rate as defined by Chapter 1204, Texas Government Code, as amended, in excess of two percentage points (2%) above the highest “20 Bond Index” as reported by the “Bond Buyer” during the thirty (30) day period prior to the date of this Official Notice of Sale. No bid generating a cash premium greater than $5,000 will be accepted. Subject to the conditions below, no limitation will be imposed upon bidders as to the number of interest rates that may be used, but each rate of interest specified for the Bonds maturing in the years 2027 (base year) through 2050 shall not be less than the rate of interest specified for any earlier maturity in the years 2027 through 2050 and the highest interest rate bid may not exceed the lowest interest rate bid by more than two and one-half percent (2.5%) in rate. All Bonds maturing within a single year must bear the same rate of interest, and no bids for the Bonds involving supplemental interest rates will be considered. Each bidder shall state in its bid the total and net interest cost in dollars and the net effective interest rate determined thereby, which shall be considered informative only and not as a part of the bid. Basis of Award: For the purpose of awarding the sale of the Bonds, the interest cost of each bid will be computed by determining, at the interest rate or rates specified therein, the total dollar value of all interest on the Bonds from the date thereof to their respective maturities and adding thereto the dollar amount of the discount bid, if any, or subtracting therefrom the dollar amount of the premium bid, if any. Subject to the District’s right to reject any or all bids, the Bonds will be awarded to the bidder whose bid, under the above computation, produces the lowest net effective interest rate to the District subject to compliance with Texas Government Code § 2252.908. Provision of Texas Ethics Commission Form 1295 (“TEC Form 1295”) by Bidders: Pursuant to Texas Government Code § 2252.908 (the "Interested Party Disclosure Act" or the "Act"), the District may not award the Bonds to a bidder that is a privately held entity unless the bidder, and each privately held syndicate member listed on the Official Bid Form, have provided to the District (c/o Post Oak Municipal Advisors LLC, 820 Gessner Road, Suite 1350, Houston, Texas 77024 Attn: Mr. Misael Flores, Vice President, mflores@postoakma.com) a completed and signed TEC Form 1295 which has been assigned a certificate number by the Texas Ethics Commission (the “TEC”). Pursuant to the rules prescribed by the TEC, the TEC Form 1295 must be completed online through the TEC’s website, assigned a certificate number, printed and signed, and provided to the District. The TEC Form 1295 may accompany the Official Bid Form or may be submitted separately, but must be provided to the District prior to the time prescribed for the award of the Bonds. The TEC Form 1295 may be provided to the District via facsimile or electronically, however, the original signed TEC Form 1295 complete with certificate number must be physically delivered to the District (c/o Schwartz, Page & Harding L.L.P., 1300 Post Oak Blvd, Suite 1400, Houston, Texas, 77056, Attn: Ms. Julie Kime) within two business days of the award. Following the award of the Bonds, the District will notify the TEC of the receipt of each completed TEC Form 1295. The District reserves the right to reject any bid that does not comply with the requirements prescribed herein or to waive any such requirements. For purposes of completing the TEC Form 1295, the entity’s name is Rock Prairie Management District No. 2, and the contract ID number is RPMD2-S2021. Neither the District nor its consultants have the ability to verify the information included in a TEC Form 1295, and neither have an obligation nor undertake responsibility for advising any bidder with respect to the proper completion of the TEC Form 1295. Consequently, an entity intending to bid on the Bonds should consult its own advisors to the extent it deems necessary and be prepared to submit the completed form promptly upon notification from the District that its bid is the apparent winning bid. Good Faith Deposit: Each bid must be accompanied by a bank cashier’s check payable to the order of “Rock Prairie Management District No. 2” in the amount of $22,000, which represents two percent (2%) of the principal amount of the Bonds. The check will be considered as a Good Faith Deposit, and the check of the successful bidder will be retained uncashed by the District until the Bonds are delivered. In the event the Initial Purchaser should fail or refuse to accept delivery of and pay for the Bonds in accordance with its bid, then the Good Faith Deposit shall be cashed, and the proceeds accepted by the District as full and complete liquidated damages against the Initial Purchaser. The Good Faith Deposit may accompany the Official Bid Form, or it may be submitted separately. If submitted separately, it shall be made available to the District prior to the opening of the bids and shall be accompanied by instructions from the bank on which it is drawn to authorize its use as a Good Faith Deposit by the bidder, who shall be named in such instructions. The Good Faith Deposit will be returned immediately after full payment has been made by the Initial Purchaser to the District in federal or immediately available funds in the amount of the purchase price plus accrued interest thereon. No interest will be paid on the Good Faith Deposit. The checks accompanying bids other than the winning bid will be returned immediately after the bids are opened and an award of the Bonds has been made. Page 23 of 176 v COMPLIANCE WITH LAWS PROHIBITING CONTRACTS WITH COMPANIES THAT BOYCOTT ISRAEL AND CERTAIN COMPANIES ENGAGED IN BUSINESS WITH IRAN, SUDAN, OR FOREIGN TERRORIST ORGANIZATIONS: The District will not award the Bonds to a bidder unless the bidder verifies on behalf of itself and each syndicate member listed on the Official Bid Form that, to the extent the bid for the Bonds represents a contract for goods or services within the meaning of Section 2271.002 of the Texas Government Code, as amended, solely for purposes of Chapter 2271 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, at the time of execution and delivery of this bid and through the end of the underwriting period as defined by United States Securities and Exchange Commission Rule 15c2-12, neither the bidder nor a syndicate member listed on the Official Bid Form , nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, boycotts or will boycott Israel. The terms “boycotts Israel” and “boycott Israel” as used in this paragraph have the meanings assigned to the term “boycott Israel” in Section 808.001 of the Texas Government Code, as amended. Additionally, the District will not award the Bonds to a bidder unless the bidder certifies that, to the extent the bid for the Bonds represents a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, at the time of execution and delivery of this bid, neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same is a company (listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. Contracting Information: The District will not award the Bonds to a bidder unless the bidder verifies on behalf of itself and each syndicate member listed on the Official Bid Form that, to the extent the Official Bid Form represents a contract for goods or services within the meaning of Section 552.371 of the Texas Government Code, as amended, the bidder and each syndicate member listed on the Official Bid Form will (i) preserve all contracting information related to the bid as provided by the records retention requirements applicable to the District through the delivery date of the Bonds, (ii) promptly provide to the District any contracting information related to the bid that is in the custody or possession of the bidder or any syndicate member on request of the District, and (iii) upon delivery of the Bonds to the bidder, either (a) provide at no cost to the District all contracting information related to the bid that is in the custody or possession of the bidder or any syndicate member or (b) preserve the contracting information related to the bid as provided by the records retention requirements applicable to the District. The term “contracting information” as used in this paragraph has the meaning assigned to such term in Section 552.003 of the Texas Government Code. Competitive Bidding and Certificate of Initial Purchaser: In the event that the District does not receive sufficient qualified bids to satisfy the competitive sale requirements of Treasury Regulation § 1.148-1(f)(3)(i), allowing the District to treat the reasonably expected initial offering price to the public as of the sale date as the issue price of the Bonds, the “hold-the-offering-price rule” shall apply, which will allow the District to treat the initial offering price to the public of each maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering price rule applies to any maturity of the Bonds, the Initial Purchaser will neither offer nor sell that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (a) the date on which the Initial Purchaser has sold at least 10 percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public or (b) the close of the fifth business day after the sale date. The Initial Purchaser agrees to promptly report to the District’s financial advisor when it has sold 10 percent of a maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public if that occurs prior to the close of the fifth business day after the sale date. Alternative Issue Price Certificates are attached for use (I) when the competitive sale requirements of Treasury Regulation § 1.148-1(f)(3)(i) are met and (II) when such requirements are not met. DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS Initial Delivery of Initial Bond: Initial delivery (“Initial Delivery”) will be accomplished by the issuance of one initial bond (the “Initial Bond”), either in typed or printed form, in the aggregate principal amount of $1,100,000, payable in stated installments, registered in the name of the Initial Purchaser, manually signed by the President and Secretary of the Board, or executed by the facsimile signatures of the President and Secretary of the Board, and approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of Texas or his authorized deputy. Initial Delivery will be at the corporate trust office of the Paying Agent/Registrar in Dallas, Texas. Payment for the Bonds must be made in immediately available funds for unconditional credit to the District, or as otherwise directed by the District. The Initial Purchaser will be given three (3) business days’ notice of the time fixed for delivery of the Bonds. It is anticipated that Initial Delivery can be made on or about March 12, 2021, and subject to the aforementioned notice it is understood and agreed that the Initial Purchaser will accept delivery of and make payment for the Bonds by 10:00 A.M., Houston Time, on March 12, 2021, or thereafter on the date the Bonds are tendered for delivery, up to and including April 9, 2021. If for any reason the District is unable to make delivery Page 24 of 176 vi on or before April 9, 2021, then the District shall immediately contact the Initial Purchaser and offer to allow the Initial Purchaser to extend its offer for an additional thirty (30) days. If the Initial Purchaser does not elect to extend its offer within three (3) business days thereafter, then its Good Faith Deposit will be returned, and both the District and the Initial Purchaser shall be relieved of any further obligation. CUSIP Numbers: It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Initial Purchaser to accept delivery of and pay for the Bonds in accordance with the terms of this Official Notice of Sale. The Financial Advisor will obtain CUSIP identification numbers from the CUSIP Service Bureau, New York, New York prior to the date of sale. CUSIP identification numbers will be made available to the Initial Purchaser at the time the Bonds are awarded or as soon thereafter as practicable. The CUSIP Service Bureau charge for the assignment of the numbers shall be the responsibility of and shall be paid by the Initial Purchaser. Conditions to Delivery: The Initial Purchaser’s obligation to accept delivery of and pay for the Bonds is subject to the issuance of the legal opinion of the Attorney General of Texas as to the legality of the Bonds, and the legal opinions of Schwartz, Page & Harding, L.L.P., Houston, Texas, Bond Counsel for the District (“Bond Counsel”) and the No- Litigation Certificate, all as further described in the Preliminary Official Statement. DTC Definitive Bonds: After delivery, the Bonds will be issued in book-entry-only form. Cede & Co. is the nominee for DTC. All references herein to the holders of the Bonds shall mean Cede & Co. and not the Beneficial Owners of the Bonds. Purchase of beneficial interests in the Bonds will be made in book-entry-only form (without registered Bonds) in the denomination of $5,000 principal amount or any integral multiple thereof. Under certain limited circumstances described herein, the District may determine to forego immobilization of the Bonds at DTC, or another securities depository, in which case, such beneficial interests would become exchangeable for one or more fully registered Bonds of like principal amount for the Bonds. See "BOOK-ENTRY-ONLY SYSTEM" in the Preliminary Official Statement. Legal Opinions: The District will furnish to the Initial Purchaser a transcript of certain certified proceedings incident to the issuance and authorization of the Bonds, including a certified copy of the approving legal opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect that the Attorney General has examined a transcript of proceedings authorizing the issuance of the Bonds, and that based upon such examination, the Bonds are valid and binding obligations of the District payable from the proceeds of an annual ad valorem tax, levied without legal limitation as to rate or amount, upon all taxable property in the District. The District will also furnish the approving legal opinion of Schwartz, Page & Harding, L.L.P., Bond Counsel, Houston, Texas, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding obligations of the District under the Constitution and laws of the State of Texas, except to the extent that enforcement of the rights and remedies of the holders of the Bonds may be limited by laws relating to bankruptcy, reorganization, or other similar laws of general application affecting the rights of creditors of political subdivisions such as the District. The legal opinion of Bond Counsel will further state that the Bonds are payable, both as to principal and interest, from the levy of ad valorem taxes without legal limitation as to rate or amount, upon all taxable property within the District, and that the interest on the Bonds is excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date of such opinion assuming compliance by the District with certain covenants relating to the use and investment of the proceeds of the Bonds. See "LEGAL MATTERS" in the Preliminary Official Statement. Such opinions express no opinion with respect to the sufficiency of the security for or marketability of the Bonds. Qualified Tax-Exempt Obligations: Section 265 of the Internal Revenue Code of 1986, as amended (the "Code"), provides, in general, that interest expense incurred to acquire or carry tax-exempt obligations is not deductible from the gross income of the owner of the Bonds. For certain owners that are "financial institutions" within the meaning of such section, complete disallowance of such expense would apply to taxable years beginning after December 31, 1986, with respect to tax-exempt obligations acquired after August 7, 1986. Section 265(b) of the Code provides an exception to this rule for interest expense incurred by financial institutions to carry tax-exempt obligations (other than specified private activity bonds) which are designated by an issuer as "qualified tax-exempt obligations." An issuer may only designate an issue as an issue of "qualified tax-exempt obligations" where less than $10 million of tax- exempt obligations are issued by the issuer during the calendar year in which the issue so designated is issued. The District has designated the Bonds as "qualified tax-exempt obligations." Furthermore, the District has represented that it has or will take such action as is necessary for the Bonds to constitute "qualified tax-exempt obligations." Notwithstanding the designation of the Bonds as "qualified tax-exempt obligations," financial institutions acquiring the Bonds will be subject to a 20% disallowance of interest expense allocable to the Bonds. Page 25 of 176 vii No-Litigation Certificate: The District will furnish the Initial Purchaser a certificate executed by both the President or Vice President and Secretary or Assistant Secretary of the Board, dated as of the date of delivery of the Bonds, to the effect that to their best knowledge no litigation of any nature is pending or threatened, either in state or federal courts, contesting or attacking the Bonds; restraining or enjoining the levy, assessment and collection of ad valorem taxes to pay the interest on or principal of the Bonds; in any manner questioning the authority or proceedings for the issuance, execution or delivery of the Bonds; or affecting the validity of the Bonds or the titles of the present officers of the District. Rule G-32 Requirements: It is the responsibility of the Initial Purchaser to comply with the Municipal Securities Rulemaking Board’s Rule G-32 within the required time frame. The Initial Purchaser must send two copies of the Official Statement along with two complete Form G-32’s to the appropriate address. Certification Regarding Offering Price of Bonds: In order to provide the District with information that enables it to comply with certain conditions of the Code, relating to the exclusion of interest on the Bonds from the gross income of their owners, the winning bidder will be required to complete, execute, and deliver to the District or to the District's municipal advisor, Post Oak Municipal Advisors LLC (the "Financial Advisor"), at least five (5) business days prior to the date of delivery of the Bonds, a certification as to the "issue price" of the Bonds (the "Issue Price Certificate"), substantially in the form attached hereto or accompanying this Notice of Sale. In the event the winning bidder will not reoffer any maturity of the Bonds for sale to the Public (as defined herein) by the delivery date of the Bonds, the Issue Price Certificate may be modified in a manner approved by the District and Bond Counsel. Each bidder, by submitting its bid, agrees to complete, execute, and timely deliver the Issue Price Certificate, if its bid is accepted by the District. It will be the responsibility of the winning bidder to institute such syndicate reporting requirements, to make such investigation, or otherwise to ascertain such facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such certification should be directed to Bond Counsel. For purposes of this section of this Notice of Sale: (i) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party; (ii) "Underwriter" means (A) any person that agrees pursuant to a written contract with the District (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public); (iii) "Related Party" means any two or more persons (including an individual, trust, estate, partnership, association, company, or corporation) that are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) "Sale Date" means the date that the Bonds are awarded by the District to the winning bidder. All actions to be taken by the District under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the District by the Financial Advisor, and any notice or report to be provided to the District may be provided to the Financial Advisor. The District will consider any bid submitted pursuant to this Notice of Sale to be a firm offer for the purchase of the Bonds, as specified in the bid and, if so stated, in the Official Bid Form. The District intends to rely on Treasury Regulation section 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of municipal bonds), which require, among other things, that the District receives bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds (the "Competitive Sale Requirement"). Page 26 of 176 viii In the event that the Competitive Sale Requirement is satisfied, the sale of the Bonds will be awarded to the bidder making a bid that conforms to the specifications herein. In the event that the Competitive Sale Requirement is not satisfied, bids will not be subject to cancellation and the winning bidder will be required to hold the initial offering price to the Public of each maturity of the Bonds, other than a maturity 10% of which has been sold to the Public on the Sale Date ("Hold-the-Price Bonds"), as described in the next paragraph. By submitting a bid, the winning bidder agrees, on behalf of each Underwriter participating in the purchase of the Bonds, that each Underwriter will neither offer nor sell any maturity of the Hold-the-Price Bonds to any person at a price that is higher than the initial offering price to the Public during the period starting on the Sale Date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the Sale Date; or (ii) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the Public at a price that is no higher than the initial offering price to the Public. The winning bidder shall promptly advise the District when the Underwriters have sold 10% of a maturity of the Hold- the-Price Bonds to the Public at a price that is no higher than the initial offering price to the Public, if that occurs prior to the close of the fifth (5th) business day after the Sale Date. RULE 15c2-12 COMPLIANCE Continuing Disclosure: The District will agree in the Bond Resolution to provide certain periodic information and notices of certain specified events in accordance with United States Securities and Exchange Commission (“SEC”) Rule 15c2-12, as described in the Preliminary Official Statement under “CONTINUING DISCLOSURE OF INFORMATION.” The Initial Purchaser’s obligation to accept and pay for the Bonds is conditioned upon delivery to the Initial Purchaser or its agent of a certified copy of the Bond Resolution containing the agreement described under such heading. Substantive Requirements for Official Statement: To the best knowledge and belief of the District, the Preliminary Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds. Final Official Statement: The District has approved and authorized distribution of the accompanying Preliminary Official Statement for dissemination to potential purchasers of the Bonds but does not intend to prepare any other document or version thereof for such purpose, except as described below. Accordingly, the District intends the Preliminary Official Statement to be final as of its date, within the meaning of SEC Rule 15c2-12(b)(1), except for information relating to the offering prices, interest rates, final debt service schedule, selling compensation, identity of the Initial Purchaser and other similar information, terms and provisions to be specified in the competitive bidding process. The Initial Purchaser shall be responsible for promptly informing the District of the initial offering yields of the Bonds. Thereafter, the District will complete and authorize distribution of the Official Statement identifying the Initial Purchaser and containing such omitted information. The District does not intend to amend or supplement the Official Statement otherwise, except to take into account certain subsequent events, if any, as described below. By delivering the final Official Statement or any amendment or supplement thereto in the requested quantity to the Initial Purchaser on or after the sale date, the District intends the same to be final as of such date, within the meaning of SEC Rule 15c2-12(f)(3). Notwithstanding the foregoing, the only representations concerning the absence of material misstatements or omissions from the Official Statement which are being or which will be made by the District are those described and contained in the Official Statement under the caption “PREPARATION OF OFFICIAL STATEMENT-Certification of Official Statement.” Changes to Official Statement: If subsequent to the date of the Official Statement, the District learns, through the ordinary course of business and without undertaking any investigation or examination for such purposes, or is notified by the Initial Purchaser, of any adverse event which causes the Official Statement to be materially misleading, and unless the Initial Purchaser elects to terminate its obligation to purchase the Bonds, as described above under “DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS-Conditions to Delivery,” the District will promptly prepare and supply to the Initial Purchaser an appropriate amendment or supplement to the Official Statement satisfactory to the Initial Purchaser provided, however, that the obligation of the District to so amend or supplement the Official Statement will terminate when the District delivers the Bonds to the Initial Purchaser, unless Page 27 of 176 ix the Initial Purchaser notifies the District on or before such date that less than all of the Bonds have been sold to ultimate customers in which case the District’s obligations hereunder will extend for an additional period of time as provided in SEC Rule 15c2-12 (but not more than 90 days after the date the District delivers the Bonds). Delivery of Official Statements: The District shall furnish to the Initial Purchaser (and to each participating underwriter of the Bonds, within the meaning of SEC Rule 15c2-12(a), designated by the Initial Purchaser), within seven (7) business days after the sale date, the aggregate number of Official Statements specified in the winning bid, not to exceed 250 copies. The District also shall furnish to the Initial Purchaser a like number of any supplements or amendments approved and authorized for distribution by the District for dissemination to potential purchasers of the Bonds, as well as such additional copies of the Official Statement or any such supplements or amendments as the Initial Purchaser may reasonably request prior to the 90th day after the end of the underwriting period described in SEC Rule 15c2-12(f)(2). The District shall pay the expense of preparing the number of copies of the Official Statement specified in the winning bid and an equal number of any supplements or amendments issued on or before the delivery date, but the Initial Purchaser shall pay for all other copies of the Official Statement or any supplement or amendment thereto. GENERAL CONSIDERATIONS Risk Factors: The Bonds involve certain risk factors. Prospective bidders are urged to examine carefully the entire Preliminary Official Statement, with respect to the risk factors associated with the Bonds. Particular attention should be given to the information set forth therein under the caption “RISK FACTORS.” No Municipal Bond Rating: The District has not applied for an underlying rating nor is it expected that the District would have received an investment grade rating had such an application been made. Reservation of Rights: The District reserves the right to reject any and all bids and to waive any and all irregularities, except time of filing. Not an Offer to Sell: This Official Notice of Sale does not alone constitute an offer to sell the Bonds but is merely notice of sale of the Bonds. The invitation for bids on the Bonds is being made by means of this Official Notice of Sale, the Preliminary Official Statement and the Official Bid Form. Registration and Qualification of Bonds for Sale: The offer and sale of the Bonds have not been registered or qualified under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder. The Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various exemptions contained therein, and the Bonds have not been registered or qualified under the securities acts of any other jurisdiction. The District assumes no responsibility for registration or qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for registration or qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration or qualification provisions. By submission of its bid, the Initial Purchaser represents that the sale of the Bonds in states other than the State of Texas will be made pursuant to exemptions from registration or qualification, or where necessary, the Initial Purchaser will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The District agrees to cooperate with the Initial Purchaser, at the Initial Purchaser’s written request and expense, in registering or qualifying the Bonds or obtaining an exemption from registration or qualification (other than filing a consent to service of process in such state), in any state where such action is necessary. Additional Copies of Documents: Additional copies of this Official Notice of Sale, the Preliminary Official Statement and the Official Bid Form may be obtained from the Financial Advisor, Post Oak Municipal Advisors LLC, 820 Gessner Road, Suite 1350, Houston, Texas 77024. _________________________________ President, Board of Directors Rock Prairie Management District No. 2 December 10, 2020 Page 28 of 176 OFFICIAL BID FORM President and Board of Directors February 11, 2021 Rock Prairie Management District No. 2 c/o Post Oak Municipal Advisors LLC 820 Gessner, Suite 1350 Houston, Texas 77024 Board Members: We have read in detail the Official Notice of Sale and Preliminary Official Statement dated December 10, 2020, relating to the $1,100,000 Rock Prairie Management District No. 2 (the “District”) Unlimited Tax Road Bonds, Series 2021 (the “Bonds”). We realize that the Bonds involve certain investment risks, and we have made inspections and investigations as we deem necessary relating to the District and to the investment quality of the Bonds. For your legally issued Bonds, as described in the “Official Notice of Sale” and “Preliminary Official Statement,” we will pay you a price of $__________________, representing _______% of the principal amount thereof, plus accrued interest to the date of delivery to us. Such Bonds mature September 1, in each of the years and in the principal amounts and interest rates shown below: _______ * Subject to optional redemption on September 1, 2026 and thereafter. Of the principal maturities set forth in the table above, we have created term bonds as indicated in the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into a term bond, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Interest Interest Maturity Rate Maturity Rate 2022 25,000$ % 2037 35,000$ *% 2023 25,000 % 2038 35,000 *% 2024 25,000 % 2039 35,000 *% 2025 25,000 % 2040 40,000 *% 2026 30,000 % 2041 40,000 *% 2027 30,000 *% 2042 40,000 *% 2028 30,000 *% 2043 45,000 *% 2029 30,000 *% 2044 45,000 *% 2030 35,000 *% 2045 45,000 *% 2031 35,000 *% 2046 50,000 *% 2032 35,000 *% 2047 50,000 *% 2033 35,000 *% 2048 55,000 *% 2034 40,000 *% 2049 55,000 *% 2035 40,000 *% 2050 55,000 *% 2036 35,000 *% Principal Principal Amount Amount Term Bond Year of First Principal Maturity Date Mandatory Amount of Interest September-1 Redemption Term Bond Rate $ % $ % $ % $ % $ % $ % Page 29 of 176 Our calculation (which is not a part of this bid) of the interest cost from the above is: Gross Interest Cost ................................................................................................. $___________________ Plus Dollar Amount of Discount (or Less: Dollar Amount of Premium) ............... $___________________ NET INTEREST COST ......................................................................................... $___________________ NET EFFECTIVE INTEREST RATE ................................................................... ___________________% We request ________ copies of the final Official Statement (not to exceed 250 copies). By submitting this bid, we agree to provide copies of the final Official Statement, and any amendments and supplements thereto, in accordance with the terms of the Official Notice of Sale and as required by Rule 15c2-12 of the United States Securities and Exchange Commission. The initial Bonds shall be registered in the name of Cede & Co. We will advise The Bank of New York Mellon Trust Company, N.A. in Dallas, Texas, the Paying Agent/Registrar, of our registration instructions at least five (5) business days prior to the date set for Initial Delivery. A cashier’s check payable to the order of the District in the amount of $22,000 has been made available to you prior to the opening of this bid, as a Good Faith Deposit, and is submitted in accordance with the Official Notice of Sale. Should we fail or refuse to make payment for the Bonds in accordance with the terms and conditions set forth in the Official Notice of Sale, this check shall be cashed, and the proceeds retained as complete liquidated damages against us. The District may not accept this bid until it has received from the bidder, if that bidder is a privately held entity, a completed and signed TEC Form 1295 complete with a certificate number assigned by the Texas Ethics Commission ("TEC"), pursuant to Texas Government Code § 2252.908 and the rules promulgated thereunder by the TEC. The undersigned understands that failure to provide said form complete with a certificate number assigned by the TEC as provided for in the Official Notice of Sale will result in a non-conforming bid and will prohibit the District from considering this bid for acceptance. By executing this Bid Form, the bidder represents and verifies that, to the extent this bid for the Bonds represents a contract for goods or services within the meaning of Section 2271.002 of the Texas Government Code, as amended, solely for purposes of Chapter 2271 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, at the time of execution and delivery of this bid and through the end of the underwriting period as defined by United States Securities and Exchange Commission Rule 15c2-12, neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, boycotts or will boycott Israel. The terms "boycotts Israel" and "boycott Israel" as used in this paragraph have the meanings assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code, as amended. Additionally, by executing this Bid Form, the bidder also represents and certifies that, to the extent this bid for the Bonds represents a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, at the time of execution and delivery of this bid, neither the bidder nor a syndicate member listed on the Official Bid Form, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code. Additionally, by executing this Official Bid Form, the bidder also represents and certifies that, to the extent the Official Bid Form represents a contract for goods or services within the meaning of Section 552.371 of the Texas Government Code, as amended, the bidder and each syndicate member listed on the Official Bid Form will (i) preserve all contracting information related to the bid as provided by the records retention requirements applicable to the District through the delivery date of the Bonds, (ii) promptly provide to the District any contracting information related to the bid that is in the custody or possession of the bidder or any syndicate member on request of the District, and (iii) upon delivery of the Bonds to the bidder, either (a) provide at no cost to the District all contracting information related to the bid that is in the custody or possession of the bidder or any syndicate member or (b) preserve the contracting information related to the bid as provided by the records retention requirements applicable to the District. The term “contracting information” as used in this paragraph has the meaning assigned to such term in Section 552.003 of the Texas Government Code. Page 30 of 176 The undersigned agrees to complete, execute, and deliver to the District, by the date of delivery of the Bonds, a certificate relating to the “issue price” of the Bonds in the form accompanying the Official Notice of Sale, with such changes thereto as may be acceptable to the District. We understand the sale of the Bonds has not been registered under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder. We understand further that the Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various exemptions contained therein, nor have the Bonds been registered or qualified under the securities act of any other jurisdiction. We further understand that the District assumes no responsibility or obligation for the distribution or delivery of any copies of the Official Statement or other information concerning the District and the Bonds to anyone other than to us. We agree to accept delivery of and make payment for the Bonds in immediately available funds at the offices of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, not later than ten o’clock A.M., Houston Time, on March 12, 2021, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. Respectfully submitted, By: Syndicate Members (if any): ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by Rock Prairie Management District No. 2, this 11th day of February 2021. ATTEST: Secretary, Board of Directors President, Board of Directors Page 31 of 176 BOND YEARS Due: September 1, Annually Dated: March 1, 2021 Cumulative Year Principal Bond Years Bond Years 2022 25,000$ 37.500 37.500 2023 25,000 62.500 100.000 2024 25,000 87.500 187.500 2025 25,000 112.500 300.000 2026 30,000 165.000 465.000 2027 30,000 195.000 660.000 2028 30,000 225.000 885.000 2029 30,000 255.000 1,140.000 2030 35,000 332.500 1,472.500 2031 35,000 367.500 1,840.000 2032 35,000 402.500 2,242.500 2033 35,000 437.500 2,680.000 2034 40,000 540.000 3,220.000 2035 40,000 580.000 3,800.000 2036 35,000 542.500 4,342.500 2037 35,000 577.500 4,920.000 2038 35,000 612.500 5,532.500 2039 35,000 647.500 6,180.000 2040 40,000 780.000 6,960.000 2041 40,000 820.000 7,780.000 2042 40,000 860.000 8,640.000 2043 45,000 1,012.500 9,652.500 2044 45,000 1,057.500 10,710.000 2045 45,000 1,102.500 11,812.500 2046 50,000 1,275.000 13,087.500 2047 50,000 1,325.000 14,412.500 2048 55,000 1,512.500 15,925.000 2049 55,000 1,567.500 17,492.500 2050 55,000 1,622.500 19,115.000 Total 1,100,000$ Average Maturity - 17.38 Years Page 32 of 176 ISSUE PRICE CERTIFICATE The undersigned, being a duly authorized representative of the underwriter or the manager of the syndicate of underwriters ("Purchaser") with respect to the purchase of $1,100,000 Unlimited Tax Road Bonds, Series 2021, by Rock Prairie Management District No. 2 (the "District"), hereby certifies and represents, based on its records and information, as follows: [If at least 3 qualified bids are received from underwriters] 1. On the first day on which there was a binding contract in writing for the purchase of the Bonds by the Purchaser, the Purchaser's reasonably expected initial offering prices of each maturity of the Bonds with the same credit and payment terms (the "Expected Offering Prices") to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter are as set forth in the pricing wire or equivalent communication for the Bonds, as attached to this Issue Price Certificate as Schedule A. The Expected Offering Prices are the prices for the Bonds used by the Purchaser in formulating its bid to purchase the Bonds. 2. The Purchaser had an equal opportunity to bid to purchase the Bonds and it was not given the opportunity to review other bids that was not equally given to all other bidders (i.e., no last look). 3. The bid submitted by the Purchaser constituted a firm bid to purchase the Bonds. [If less than 3 qualified bids are received from underwriters] 1. [Other than the Bonds maturing in ____ ("Hold-the-Price Maturities"), the][The first price at which at least ten percent ("Substantial Amount") of the principal amount of each maturity of the Bonds having the same credit and payment terms ("Maturity") was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter ("Public") are the initial offering prices (the "Initial Offering Prices"), as listed in the pricing wire or equivalent communication for the Bonds that is attached to this Issue Price Certificate as Schedule A.] [Include the following paragraphs 2 and 3 if there are Hold-the-Price Maturities] 2. On or before the first day on which there is a binding contract in writing for the sale of the Bonds ("Sale Date"), the Purchaser offered to the Public each [maturity of the Bonds having the same credit and payment terms ("Maturity")][Maturity of the Hold-the-Price Maturities] at the [Initial Offering Prices for such Maturity][initial offering prices for such Maturity ("Initial Offering Prices")], as set forth in Schedule A hereto. [A copy of the pricing wire or equivalent communication for the Bonds is attached to this Issue Price Certificate as Schedule A.] 3. As set forth in the Notice of Sale, the Purchaser agreed in writing to neither offer nor sell any of the Hold-the-Price Maturities to any person at any higher price than the Initial Offering Price for such Maturity until the earlier of the close of the fifth business day after the Sale Date or the date on which the Purchaser sells [at least ten percent ("Substantial Amount")][a Substantial Amount] of a Maturity of the Bonds to the Public at no higher price than the Initial Offering Price for such Maturity.] [Include the remaining paragraphs regardless of number of bids; revise numbering of paragraphs as appropriate] 4. As used hereinabove, the term "Underwriter" means (i) (A) a person that agrees pursuant to a written contract with the District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i)(A) of this paragraph (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public) to participate in the initial sale of the Bonds to the Public, and (ii) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (i) of this paragraph. Page 33 of 176 5. Please choose the appropriate statement: ( ) Purchaser will not purchase bond insurance for the Bonds. ( ) Purchaser will purchase bond insurance from ___________________ (the "Insurer") for a fee/premium of $_________ (the "Fee"). To the best of the undersigned's knowledge, information and belief, based upon the facts available at this time and current market conditions, the Fee is a reasonable amount payable solely for the transfer of credit risk for the payment of debt service on the Bonds and does not include any amount payable for a cost other than such guarantee, e.g., a credit rating or legal fees. 1[Purchaser represents that the present value of the Fee for each obligation constituting the Bonds to which such Fee is properly allocated and which are insured thereby is less than the present value of the interest reasonably expected to be saved as a result of the insurance on each obligation constituting the Bonds. In determining present value for this purpose, the yield of the Bonds (determined with regard to the payment of the guarantee fee) has been used as the discount rate.] The Fee has been paid to a person who is not exempt from federal income taxation and who is not a user or related to the user of any proceeds of the Bonds. No portion of the Fee is refundable upon redemption of any of the Bonds in an amount which would exceed the portion of such Fee that has not been earned. 6. The undersigned has calculated the total underwriting spread on the Bonds to be $_____________. As used herein, the term "total underwriting spread" means the cost for marketing and selling the Bonds, and includes (a) a total takedown of $_____________, (b) a total management fee of $_____________, (c) fees and expenses of underwriter's counsel in the estimated total amount of $_____________, and (d) other expenses in the total estimated amount of $_____________. The undersigned understands that the foregoing information will be relied upon by District with respect to certain of the representations set forth in the Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Schwartz, Page & Harding, L.L.P. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the District from time to time relating to the Bonds. The undersigned understands that the foregoing information will also be relied upon by District and by Schwartz, Page & Harding, L.L.P. with respect to compliance with the requirements of Section 1202.008 of Chapter 1202, Texas Government Code, as amended. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of the factual matters set forth herein. EXECUTED and DELIVERED this ______ day of _________, _________. ____________________________________ [Purchaser Name] By:_________________________________ Title:_______________________________ 1 Include unless insurance is mandatory per the TCEQ and the underwriter is paying the premium. If that is the case, the Financial Advisor makes this representation in the Certificate of Financial Advisor. Page 34 of 176 PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 10, 2020 This Preliminary Official Statement is subject to completion and amendment and is intended solely for the purpose of soliciting initial bids on the Bonds. Upon the sale of the Bonds, the Official Statement will be completed and delivered to the Initial Purchaser. IN THE OPINION OF BOND COUNSEL, THE BONDS ARE VALID OBLIGATIONS OF ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, AND INTEREST ON THE BONDS IS EXCLUDABLE FROM GROSS INCOME FOR PURPOSES OF FEDERAL INCOME TAXATION UNDER STATUTES, REGULATIONS, PUBLISHED RULINGS AND COURT DECISIONS EXISTING ON THE DATE OF SUCH OPINION. SEE “LEGAL MATTERS” HEREIN FOR A DISCUSSION OF THE OPINION OF BOND COUNSEL. THE BONDS WILL BE DESIGNATED AS “QUALIFIED TAX-EXEMPT OBLIGATIONS” FOR FINANCIAL INSTITUTIONS. SEE “LEGAL MATTERS- QUALIFIED TAX-EXEMPT OBLIGATIONS.” NEW ISSUE - Book-Entry-Only $1,100,000 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (A political subdivision of the State of Texas located within Brazos County) UNLIMITED TAX ROAD BONDS, SERIES 2021 Dated: March 1, 2021 Due: September 1, as shown below Principal of the bonds described above (the “Bonds”) will be payable at stated maturity or redemption upon presentation of the Bonds at the principal payment office of the paying agent/registrar, initially The Bank of New York Mellon Trust Company, N.A. (the “Paying Agent/Registrar”, “Paying Agent” or “Registrar”) in Dallas, Texas. Interest on the Bonds will accrue from March 1, 2021 and be payable on September 1, 2021 and on each March 1 and September 1 thereafter until the earlier of maturity or redemption. The Bonds will be issued only in fully registered form. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Bonds are subject to redemption prior to maturity as shown below. The Bonds will be registered and delivered only in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Beneficial Owners (as defined herein under "BOOK ENTRY ONLY SYSTEM") of the Bonds will not receive physical certificates representing the Bonds, but will receive a credit balance on the books of the DTC participants. So long as Cede & Co. is the registered owner of the Bonds, the principal of and interest on the Bonds will be paid by the Paying Agent directly to DTC, which will, in turn, remit such principal and interest to its participants for subsequent disbursement to the beneficial owners. See “BOOK-ENTRY-ONLY SYSTEM.” MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL REOFFERING YIELDS, AND CUSIPS _______________ (a) The Initial Purchaser (as defined herein) may elect to designate one or more term bonds. See accompanying Official Notice of Sale and Official Bid Form. (b) Initial reoffering yield represents the initial offering yield to the public which has been established by the Initial Purchaser for offers to the public and which may be subsequently changed by the Initial Purchaser and is the sole responsibility of the Initial Purchaser. The initial reoffering yields indicated above represent the lower of the yields resulting when priced at maturity or to the first call date. Accrued interest from March 1, 2021, is to be added to the price. (c) CUSIP numbers have been assigned to the Bonds by the CUSIP Service Bureau and are included solely for the convenience of the purchasers of the Bonds. Neither the District nor the Initial Purchaser shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. (d) Bonds maturing on and after September 1, 2027, are subject to redemption prior to maturity at the option of the District, in whole or from time to time in part, on September 1, 2026, or on any date thereafter, at a price equal to the principal amount thereof plus accrued interest to the date fixed for redemption. See “THE BONDS- Redemption Provisions.” The Bonds, when issued, will constitute valid and legally binding obligations of Rock Prairie Management District No. 2 (the “District”) and will be payable from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property within the District, as further described herein. The Bonds are obligations solely of the District and are not obligations of the State of Texas, Brazos County, the City of College Station or any entity other than the District. Investment in the Bonds is subject to special risk factors described herein. See “RISK FACTORS.” The Bonds are offered when, as and if issued by the District subject, among other things, to the approval of the Bonds by the Attorney General of Texas and the approval of certain legal matters by Schwartz, Page & Harding, L.L.P., Houston, Texas, Bond Counsel. Delivery of the Bonds in book-entry form through DTC is expected on or about March 12, 2021. Bids Due: Thursday, February 11, 2021, at 10:00 a.m., Houston Time in Houston, Texas Bid Award: Thursday, February 11, 2021, at 2:00 p.m., Houston Time in Houston, Texas Initial CUSIP Initial CUSIP Due Principal Interest Reoffering Number Due Principal Interest Reoffering Number September 1 Amount (a)Rate Yield (b) (c)September 1 Amount (a)Rate Yield (b) (c) 2022 25,000$ 2037 35,000$ (d) 2023 25,000 2038 35,000 (d) 2024 25,000 2039 35,000 (d) 2025 25,000 2040 40,000 (d) 2026 30,000 2041 40,000 (d) 2027 30,000 (d) 2042 40,000 (d) 2028 30,000 (d) 2043 45,000 (d) 2029 30,000 (d) 2044 45,000 (d) 2030 35,000 (d) 2045 45,000 (d) 2031 35,000 (d) 2046 50,000 (d) 2032 35,000 (d) 2047 50,000 (d) 2033 35,000 (d) 2048 55,000 (d) 2034 40,000 (d) 2049 55,000 (d) 2035 40,000 (d) 2050 55,000 (d) 2036 35,000 (d)This Preliminary Official Statement and information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Page 35 of 176 2 TABLE OF CONTENTS USE OF INFORMATION IN OFFICIAL STATEMENT .............................................................................. 3 OFFICIAL STATEMENT SUMMARY ......................................................................................................... 4 SELECTED FINANCIAL INFORMATION .................................................................................................. 7 RISK FACTORS ............................................................................................................................................. 8 THE BONDS ................................................................................................................................................. 15 BOOK-ENTRY-ONLY SYSTEM ............................................................................................................... 19 THE DISTRICT ............................................................................................................................................ 20 MANAGEMENT .......................................................................................................................................... 22 UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION ....... 23 THE DEVELOPERS ..................................................................................................................................... 23 THE ROAD SYSTEM .................................................................................................................................. 24 USE AND DISTRIBUTION OF BOND PROCEEDS ................................................................................. 25 UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED ................................................................. 26 FINANCIAL STATEMENT (UNAUDITED) .............................................................................................. 27 ESTIMATED OVERLAPPING DEBT STATEMENT ................................................................................ 28 TAX DATA ................................................................................................................................................... 28 TAX PROCEDURES .................................................................................................................................... 31 GENERAL FUND ........................................................................................................................................ 36 DEBT SERVICE REQUIREMENTS ........................................................................................................... 37 LEGAL MATTERS ...................................................................................................................................... 38 NO MATERIAL ADVERSE CHANGE .................................................................................. …………….41 NO LITIGATION CERTIFICATE ......................................................................................... …………….41 SALE AND DISTRIBUTION OF THE BONDS ......................................................................................... 41 PREPARATION OF OFFICIAL STATEMENT .......................................................................................... 42 CONTINUING DISCLOSURE OF INFORMATION .................................................................................. 43 MISCELLANEOUS ...................................................................................................................................... 46 AERIAL PHOTOGRAPH PHOTOGRAPHS INDEPENDENT AUDITOR’S REPORT AND FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED MAY 31, 2020 …………………………………………………………………...…………….…APPENDIX A FINANCIAL INFORMATION CONCERNING THE DEVELOPERS….…..…….….………...APPENDIX B Page 36 of 176 3 USE OF INFORMATION IN OFFICIAL STATEMENT For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended and in effect on the date hereof, this document constitutes an Official Statement with respect to the Bonds that has been “deemed final” by the District as of its date except for the omission of no more than the information permitted by Rule 15c2-12. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by the District. This Official Statement is not to be used in an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. All of the summaries of the statutes, resolutions, orders, contracts, audited financial statements, engineering and other related reports set forth in this Official Statement are made subject to all of the provisions of such documents. These summaries do not purport to be complete statements of such provisions, and reference is made to such documents, copies of which are available from Schwartz, Page & Harding, L.L.P., 1300 Post Oak Boulevard, Suite 1400, Houston, Texas, 77056, upon payment of duplication costs. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, SEC Rule 15c2-12, as amended. This Official Statement contains, in part, estimates, assumptions and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates, assumptions or matters of opinion, or as to the likelihood that they will be realized. Any information and expressions of opinion herein contained are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or other matters described herein since the date hereof. However, the District has agreed to keep this Official Statement current by amendment or sticker to reflect material changes in the affairs of the District and, to the extent that information actually comes to its attention, the other matters described in this Official Statement until delivery of the Bonds to the Initial Purchaser and thereafter only as specified in “PREPARATION OF OFFICIAL STATEMENT - Updating the Official Statement.” Page 37 of 176 4 OFFICIAL STATEMENT SUMMARY The following information is qualified in its entirety by the detailed information appearing elsewhere in this Official Statement. THE FINANCING The Issuer ......................... Rock Prairie Management District No. 2 (the “District”), a political subdivision of the State of Texas, is located in Brazos County, Texas and within the corporate limits of the City of College Station (the “City”). See “THE DISTRICT.” The Issue ........................... $1,100,000 Unlimited Tax Road Bonds, Series 2021 (the “Bonds”) are issued pursuant to an order (the “Bond Order”) of the District’s Board of Directors. The Bonds will be issued as fully registered bonds maturing in the years and in the amounts shown on the cover hereof. Interest on the Bonds accrues from March 1, 2021, and is payable on September 1, 2021, and on each March 1 and September 1 thereafter until the earlier of maturity or prior redemption. Redemption………………..The Bonds maturing on and after September 1, 2027, are subject to redemption, in whole or from time to time in part, at the option of the District, prior to their maturity dates, on September 1, 2026, or on any date thereafter. Upon redemption, the Bonds will be payable at a price of par plus accrued interest to the date of redemption. See “THE BONDS – Redemption Provisions.” Book-Entry-Only System ... The Depository Trust Company, New York, New York (“DTC”) will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered certificate will be issued for each maturity of the Bonds and will be deposited with DTC. See “BOOK- ENTRY-ONLY SYSTEM.” Authority for Issuance…... The Bonds are the first series of bonds issued out of an aggregate of $106,600,000 principal amount of unlimited tax bonds authorized by the District’s voters for the purpose of acquiring or constructing road facilities. The Bonds are issued pursuant to the Bond Order; an election held within the District on November 3, 2015; Article III, Section 52 of the Texas Constitution; the general laws of the State of Texas; Chapter 3909, Texas Special District Local Laws Code; Chapter 49 of the Texas Water Code, as amended; Chapter 375 of the Texas Local Government Code, as amended; and the consent of the City. See “THE BONDS—Authority for Issuance.” Source of Payment ............ The Bonds are payable from an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property within the District. See “TAX PROCEDURES.” The Bonds are obligations of the District and are not obligations of the State of Texas, Brazos County, the City or any other political subdivision or entity other than the District. See “THE BONDS - Source of and Security for Payment.” Use of Proceeds ................ Proceeds from the sale of the Bonds will be used to pay for items shown herein under "USE AND DISTRIBUTION OF BOND PROCEEDS," including to capitalize twelve (12) months of interest, to pay interest on funds advanced by the Developer (as defined herein) on behalf of the District, and to pay certain other costs and engineering fees related to the issuance of the Bonds. See "USE AND DISTRIBUTION OF BOND PROCEEDS." Qualified Tax-Exempt Obligations ....................... The District will designate the Bonds as “qualified tax-exempt obligations” pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended. See “LEGAL MATTERS-Qualified Tax-Exempt Obligations.” Page 38 of 176 5 Payment Record ................ The District has no prior debt history. Municipal Bond Rating ..... No application has been made to a credit rating service, nor is it expected that the District would have been successful in obtaining an investment grade rating had such application been made. Legal Opinion ................... Schwartz, Page & Harding, L.L.P., Houston, Texas, Bond Counsel. Disclosure Counsel ........... McCall, Parkhurst & Horton L.L.P., Houston, Texas. Financial Advisor ............. Post Oak Municipal Advisors L.L.C., Houston, Texas. Engineer ........................... EHRA Engineering, Houston, Texas and Schultz Engineering, LLC, College Station, Texas. Risk Factors ...................... The purchase and ownership of the Bonds are subject to special risk factors and all prospective purchasers are urged to examine carefully the entire Official Statement for a discussion of investment risks, including particularly the section captioned “RISK FACTORS.” THE DISTRICT Description ....................... The District was created in 2013 by a special act of the 83rd Texas Legislature, House Bill 3874, Regular Session, codified as Chapter 3909, Texas Special District Local Laws Code (the “Act”) pursuant to Sections 52 and 52-a, Article III, and Section 59, Article XVI, of the Texas Constitution. The District contains approximately 270.58 acres of land and is located the east side of Texas State Highway 6 ( “SH 6”) between Rock Prairie Road and William D. Fitch Parkway, which is approximately 5 miles south of the central business district of the City of College Station. The District lies entirely within the corporate limits of the City of College Station and within the boundaries of the College Station Independent School District. See “AERIAL PHOTOGRAPH.” Status of Development……………….Water, sewer and drainage facilities, as well as roads, are complete to serve Midtown Reserve subdivision (approximately 57 acres developed into 309 single family residential lots). Home construction began in 2019 and, as of November 2020, the District contained 46 single-family homes completed and occupied, 4 vacant single-family homes, 52 single- family homes under construction, 1 model home and 206 vacant developed lots. Homebuilding in the District is currently being conducted by DR Horton. New homes in the District range in price from approximately $219,000 to $357,000. Utility trunk facilities and roads have been constructed to serve an additional 55 acres anticipated to be developed as single-family residential. Utility trunk facilities and roads have also been constructed to serve Midtown City Center, which consists of approximately 40 acres of commercial reserves and 45 acres of reserves intended for multi-family development. Commercial development to date includes approximately 7 acres which have been developed as an office park. The remaining 33 acres of commercial reserves and 45 acres of multi-family reserves do not have vertical construction. Accel at College Station, a 116 bed transitional care and rehabilitation facility is located on approximately 8 acres in the District. The balance of the District consists of approximately 30 undeveloped but developable acres and approximately 35 acres of easements, parks and rights-of-way. See “THE DISTRICT-Status of Development.” Page 39 of 176 6 The Developers ................. The developer of approximately 120 acres of land within the District currently being developed as Midtown City Center by College Station Town Center, Inc., ("CSTC"), a Texas corporation, which was created to own and develop property within the District. The developer of approximately 112 acres of land within the District currently being developed as Midtown Reserve Subdivision by College Station Downtown Residential, LLC ("CSDR"), a Texas limited liability company, which was created to own and develop property within the District. CSTC and CSDR are collectively referred to herein as the "Developers." Neither the Developers nor any of their affiliates are obligated to pay any principal or interest on the Bonds. See "THE DEVELOPERS". The Developers have each entered into various Utility Development Agreements with the District to provide for the financing and construction of water, sewer, drainage and road facilities for the District. See “THE DEVELOPERS” and “TAX DATA—Principal Taxpayers.” The remaining developable land in the District is owned by several property owners. Water and Wastewater…...Retail water and wastewater service for development within the District is provided by College Station Utilities (“CSU”). CSU holds the requisite certificates of convenience and necessity over the land within the District. See "UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION.” Infectious Disease Outlook (COVID-19)..…..The World Health Organization has declared a pandemic following the outbreak of COVID- 19, a respiratory disease caused by a new strain of coronavirus (the “Pandemic”), which is currently affecting many parts of the world, including the United States and Texas. As described herein under “RISK FACTORS - Infectious Disease Outlook (COVID-19)”, federal, state and local governments have all taken actions to respond to the Pandemic, including disaster declarations by both the President of the United States and the Governor of Texas. Such actions are focused on limiting instances where the public can congregate or interact with each other, which affects economic growth within Texas. Since the disaster declarations were made, the Pandemic has negatively affected travel, commerce, and financial markets locally and globally, and is widely expected to continue negatively affecting economic growth and financial markets worldwide and within Texas. Such adverse economic conditions, if they continue, could result in declines in the demand for residential and commercial property in the College Station area and could reduce or negatively affect property values or homebuilding activity within the District. The Bonds are secured by an unlimited ad valorem tax, and a reduction in property values may require an increase in the ad valorem tax rate required to pay the Bonds as well as the District’s operations and maintenance expenses payable from ad valorem taxes. While the potential impact of the Pandemic on the District cannot be quantified at this time, the continued outbreak of COVID-19 could have an adverse effect on the District’s operations and financial condition. The financial and operating data contained herein are the latest available but are as of dates and for periods partially prior to the economic impact of the Pandemic and measures instituted to slow it. Accordingly, they are not indicative of the economic impact of the Pandemic on the District’s financial condition. Page 40 of 176 7 RISK FACTORS THE PURCHASE AND OWNERSHIP OF THE BONDS ARE SUBJECT TO SPECIAL RISK FACTORS AND ALL PROSPECTIVE PURCHASERS ARE URGED TO EXAMINE CAREFULLY THE ENTIRE OFFICIAL STATEMENT FOR A DISCUSSION OF INVESTMENT RISKS, INCLUDING PARTICULARLY THE SECTION CAPTIONED "RISK FACTORS." SELECTED FINANCIAL INFORMATION (a) As certified by the Brazos Central Appraisal District (the “Appraisal District”). See “TAX PROCEDURES.” (b) See “ESTIMATED OVERLAPPING DEBT STATEMENT.” (c) See “Risk Factors – Operating Funds.” (d) Neither Texas law nor the Bond Order requires the District to maintain any minimum balance in the Debt Service Fund. (e) To be initially funded upon closing of the Bonds with twelve (12) months of capitalized interest on the Bonds. See "USE AND DISTRIBUTION OF BOND PROCEEDS" (f) To be initially funded upon closing of the Bonds. (g) Based on 3.5 persons per occupied single-family residence 2020 Certified Taxable Assessed Valuation…………………………………………………………………………………………..... $23,545,860 (a) Gross Debt Outstanding (after issuance of the Bonds)…………………………………………………………….. $1,100,000 Estimated Overlapping Debt……………………………………………………………………………………………… 1,604,637 (b) Gross Debt and Estimated Overlapping Debt……………………………………………………………………………………………… $2,704,637 Ratio of Gross Debt to: 2020 Certified Taxable Assessed Valuation……………………………………………………………………………………….. 4.67% Ratio of Gross Debt and Estimated Overlapping Debt to: 2020 Certified Taxable Assessed Valuation……………………………………………………………………………………….. 11.49% Fund Balance Available as of October 31, 2020: Operating Fund…...................................................................................................................................$51,026 (c) Road Debt Service Fund…....................................................................................................................$0 (d) (e) Road Capital Project Fund….................................................................................................................$0 (f) 2020 Tax Rate: Maintenance and Operations………………………………………………………………………… $0.50 Debt Service…………………………………………………………………………………………..... $0.00 Total……………………………………………………………………………………………………………….... $0.50 Projected Average Annual Debt Service Requirements (2021-2050) of the Bonds ("Average Requirement")………………………………………………………................................. $63,538 Tax rate required to pay Average Requirement based upon: 2020 Certified Taxable Assessed Valuation at a 95% collection rate………………………………………………… $0.29 /$100 A.V. Projected Maximum Annual Debt Service Requirements (2030) of the Bonds ("Maximum Requirement")……………………………………………………………….................... $70,200 Tax rate required to pay Maximum Requirement based upon: 2020 Certified Taxable Assessed Valuation at a 95% collection rate…………………………………………………. $0.32 /$100 A.V. Status of Development as of November 30, 2020: Completed Occupied Homes…................................................................................................. 46 Completed Unoccupied Homes (including 1 model homes)…............................................. 4 Homes Under Construction…................................................................................................... 52 Lots Available for Home Construction…................................................................................ 206 Lots Under Construction…....................................................................................................... 0 Estimated Population….............................................................................................................. 161 (g) Page 41 of 176 8 OFFICIAL STATEMENT $1,100,000 ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 (A political subdivision of the State of Texas located within Brazos County) UNLIMITED TAX ROAD BONDS, SERIES 2021 This Official Statement provides certain information in connection with the issuance by Rock Prairie Management District No. 2 (the “District”) of its $1,100,000 Unlimited Tax Road Bonds, Series 2021 (the “Bonds”). The Bonds are issued pursuant to a Bond Order authorizing the issuance of the Bonds (the “Bond Order”) adopted by the Board of Directors of the District (the “Board”); an election held within the District on November 3, 2015; Article III, Section 52 of the Texas Constitution; Chapter 3909 of the Texas Local Government Code, as amended; the general laws of the State of Texas relating to the issuance of bonds by political subdivisions, including Chapter 49 of the Texas Water Code, as amended, and Chapter 375, Texas Local Government Code, as amended; and the consent of the City of College Station (the "City" or “College Station”). This Official Statement includes descriptions, among others, of the Bonds and the Bond Order, and certain other information about the District and College Station Town Center, Inc. and College Station Downtown Residential, LLC. (collectively, the “Developers”), the developers of land within the District. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each document. Copies of documents may be obtained from the District upon payment of the costs of duplication therefor. RISK FACTORS General The Bonds, which are obligations of the District and not obligations of the State of Texas, Brazos County, the City or any other entity other than the District, will be secured by a continuing direct annual ad valorem tax levied, without legal limitation as to rate or amount, on all taxable property within the District. The ultimate security for payment of the principal of and interest on the Bonds depends on the ability of the District to collect from the property owners within the District all taxes levied against the property, or in the event of foreclosure, on the value of the taxable property with respect to taxes levied by the District and by other taxing authorities. Infectious Disease Outlook (COVID-19) The World Health Organization has declared a pandemic following the outbreak of COVID-19, a respiratory disease caused by a new strain of coronavirus (the “Pandemic”) which is currently affecting many parts of the world, including the United States and Texas. On January 31, 2020, the Secretary of the United States Health and Human Services Department declared a public health emergency for the United States in connection with COVID-19. On March 13, 2020, the President of the United States declared the Pandemic a national emergency and the Texas Governor (the “Governor”) declared COVID-19 an imminent threat of disaster for all counties in Texas (collectively, the “disaster declarations”). On March 25, 2020, the President issued a Major Disaster Declaration for the State of Texas. Pursuant to Chapter 418 of the Texas Government Code, the Governor has broad authority to respond to disasters, including suspending any regulatory statute prescribing the procedures for conducting state business or any order or rule of a state agency that would in any way prevent, hinder, or delay necessary action in coping with this disaster and issuing executive orders that have the force and effect of law. The Governor has issued a number of executive orders relating to COVID-19 preparedness and mitigation. The Governor’s executive orders, among other things, addressed various matters related to social distancing restrictions and guidelines to be applied throughout the State of Texas until such orders are otherwise extended, modified, rescinded, or superseded by the Governor. Many of the federal, state, and local actions and policies under the aforementioned disaster declarations have been focused on limiting instances where the public can congregate or interact with each other, which could adversely affect economic growth within Texas. Since the disaster declarations were made, the Pandemic has negatively affected travel, commerce, and financial markets globally, and is widely expected to continue negatively affecting economic growth and financial markets worldwide and within Texas. These negative impacts may reduce or negatively affect property values or future development activity within the District. The Bonds are secured by an unlimited ad valorem tax, and a reduction in Page 42 of 176 9 property values may require an increase in the ad valorem tax rate required to pay the Bonds as well as the District’s share of operations and maintenance expenses payable from ad valorem taxes. While the potential impact of the Pandemic on the District cannot be quantified at this time, the continued outbreak of COVID-19 could have an adverse effect on the District’s operations and financial condition. The financial and operating data contained herein are the latest available but are as of dates and for periods partially prior to the economic impact of the Pandemic and measures instituted to slow it. Accordingly, they are not indicative of the economic impact of the Pandemic on the District’s financial condition. Specific Flood Type Risks Riverine, or fluvial, flooding occurs when water levels rise over the top of river, bayou or channel banks due to excessive rain from tropical systems making landfall and/or persistent thunderstorms over the same area for extended periods of time. The damage from a riverine flood can be widespread. The overflow can affect smaller rivers and streams downstream or may sheet-flow over land. Flash flooding is a type of riverine flood that is characterized by an intense, high velocity torrent of water that occurs in an existing river channel with little to no notice. Flash flooding can also occur even if no rain has fallen, for instance, after a levee, dam or reservoir has failed or experienced an uncontrolled release, or after a sudden release of water by a debris or ice jam. In addition, planned or unplanned controlled releases from a dam, levee or reservoir also may result in flooding in areas adjacent to rivers, bayous or drainage systems downstream. Economic Factors and Interest Rates A substantial percentage of the taxable value of the District results from the current market value of single-family residences and developed lots which are being marketed by CSDR for sale to homebuilders for the construction of primary residences and of commercial and multifamily tracts of land which are being marketed by CSTC. The market value of such properties is related to general economic conditions in the City, the State of Texas and the nation and those conditions can affect the demand for such properties. Demand for property of this type and the construction of structures thereon can be significantly affected by factors such as interest rates, credit availability (see "Credit Markets and Liquidity in the Financial Markets" below), construction costs and the prosperity and demographic characteristics of the urban center toward which the marketing of homes and commercial property is directed. Decreased levels of construction activity would tend to restrict the growth of property values in the District or could adversely impact such values. Credit Markets and Liquidity in the Financial Markets Interest rates and the availability of mortgage and development funding have a direct impact on construction activity, particularly short-term interest rates at which landowners are able to obtain financing for development costs. Interest rate levels may affect the ability of a landowner with undeveloped property to undertake and complete construction activities within the District. Because of the numerous and changing factors affecting the availability of funds, particularly liquidity in the national credit markets, the District is unable to assess the future availability of such funds for continued construction within the District. The success of development within the District and growth of District taxable property values are, to a great extent, a function of the City and regional economies and national credit and financial markets. A downturn in the economic conditions in the College Station area, including Texas A&M University, or a decline in the nation’s real estate and financial markets could adversely affect development in the District and restrain the growth of or reduce the value of the District’s property tax base. Developers Obligation to the District There are no commitments from or obligations of the Developers or any landowner to the District to proceed at any particular rate or according to any specified plan with the development of land or the construction of improvements in the District, and there is no restriction on any landowner’s right to sell its land. Failure to construct taxable improvements on developed tracts of land would restrict the rate of growth of taxable values in the District. The District cannot and does not make any representations that over the life of the Bonds the District will increase or maintain its taxable value. Page 43 of 176 10 Competition The demand for and construction of single-family homes and commercial improvements in the District could be affected by competition from other developments including other developments located in College Station. In addition to competition for new home sales from other developments, there are numerous previously-owned homes in the area of the District and in more established neighborhoods. Such homes could represent additional competition for new homes proposed to be sold within the District. The competitive position of the Developers in the sale of developed lots and commercial tracts and of prospective builders in the construction of single-family residential houses within the District is affected by most of the factors discussed in this section. Such a competitive position directly affects the growth and maintenance of taxable values in the District. The District can give no assurance that building and marketing programs in the District by the Developers will be implemented or, if implemented, will be successful. Impact on District Tax Rates Assuming no further development, the value of the land and improvements currently within the District will be the major determinant of the ability or willingness of owners of property within the District to pay their taxes. The 2020 Taxable Assessed Valuation is $23,545,860. After issuance of the Bonds, the projected maximum debt service requirement will be $70,200 (2030), and the projected average annual debt service requirement will be $63,538 (2021- 2050, inclusive). Assuming no increase or decrease from the 2020 Taxable Assessed Valuation, the issuance of no additional debt, and no other funds available for the payment of debt service, tax rates of $0.32 and $0.29 per $100 of appraised valuation at a ninety-five percent (95%) collection rate would be necessary to pay the projected maximum debt service requirement and the projected average annual debt service requirement, respectively. See “DEBT SERVICE REQUIREMENTS.” Although calculations have been made regarding tax rates necessary to pay the debt service on the Bonds based upon the 2020 Certified Taxable Assessed Valuation, the District makes no representations regarding the future level of assessed valuation within the District. Increases in taxable values depend primarily on the continuing construction of taxable improvements within the District. See “TAX PROCEDURES” and “TAX DATA - Tax Adequacy for Debt Service.” Undeveloped Acreage and Vacant Lots There are approximately 40 acres of commercial reserves, approximately 45 acres of reserves intended for multi- family development, approximately 55 acres developed as single-family reserves and 38 acres of undetermined future development where development has not begun. There are currently 206 vacant developed lots available for home construction owned by CSDR. The District makes no representation as to when or if development of this acreage will occur or that the lot sales and building program will be successful. See "THE DISTRICT—Status of Development." Operating Funds The District’s only significant sources of revenue to pay its operating expenses are advances from the Developers and maintenance tax proceeds. The District does not receive water and sewer revenues. The District levied a 2020 operation and maintenance tax rate of $0.50 per $100 of assessed valuation. The District’s Operating Fund balance at October 31, 2020 was $51,026. Attaining and maintaining a positive Operating Fund balance will depend upon (1) advances from the Developers and (2) continued development and increased amounts of maintenance tax revenue. In the event that funds are not made available by the Developers, the District will be required to levy a maintenance tax at a rate sufficient to fund its operating expenses. Such a tax, when added to the District’s debt service tax, may result in a total District tax in excess of similar developments and could adversely affect continued development of the District, as well as the willingness of taxpayers to pay taxes on their property. See "GENERAL FUND." Page 44 of 176 11 Dependence on Principal Taxpayers Based upon the certified 2020 tax rolls, the top ten taxpayers are responsible for approximately 96.94% of the District’s 2020 taxes (levied on $22,888,612 in taxable property value). The principal taxpayer in the District is LOA Brazos NH LLC, the owner of Accel at College Station, a transitional care and rehabilitation center, who is responsible for approximately 37.92% of the District’s 2020 taxes. The second and third largest taxpayer in the District are the Developers, which are responsible for approximately 15.79% and 13.93%, respectively, of the District’s 2020 taxes. The fourth largest taxpayer is Continental Homes of Texas LP, (d/b/a DR Horton) which is responsible for approximately 13.57% of the District’s 2020 taxes. See “THE DISTRICT - Status of Development,” “THE DEVELOPERS,” and “TAX DATA - Principal Taxpayers.” The ability of any principal taxpayer to make full and timely payments of taxes levied against its property by the District will directly affect the District's ability to meet its debt service obligations. If, for any reason, any one or more principal taxpayers do not pay taxes due or do not pay in a timely manner, the District may need to levy additional taxes or use other funds available for debt service purposes. However, the District has not covenanted in the Bond Order, nor is it required by Texas law, to maintain any particular balance in its Debt Service Fund or any other funds to allow for any such delinquencies. Therefore, failure by one or more principal taxpayers to pay their taxes on a timely basis in amounts in excess of the District's available funds could have a material adverse effect upon the District's ability to pay debt service on the Bonds on a current basis. Future Debt The District reserves in the Bond Order the right to issue the remaining $105,500,000 principal amount of authorized but unissued unlimited tax bonds for the purpose of acquiring or constructing road facilities and $106,600,000 principal amount of unlimited tax bonds for the purpose of refunding such bonds, $71,400,000 principal amount of unlimited tax bonds authorized but unissued for the purpose of acquiring or constructing water, sanitary sewer and drainage facilities and $71,400,000 principal amount of unlimited tax bonds for the purpose of refunding such bonds. The District may issue additional bonds which may be voted hereafter. After reimbursement from the sale of the Bonds, the Developers will have expended approximately $13,200,000 (as of October 30, 2020) for design, construction and acquisition of water, sanitary sewer, and drainage facilities and road facilities not yet reimbursed. See “THE BONDS-Issuance of Additional Debt.” The issuance of such obligations may adversely affect the investment security of the Bonds. The District does not employ any formula with regard to assessed valuations or tax collections or otherwise to limit the amount of bonds which may be issued. Any bonds issued by the District, however, must be approved by the Attorney General of Texas and the Board of the District and any bonds issued to acquire or construct water, sanitary sewer and drainage facilities must be approved by the Texas Commission on Environmental Quality (the “Commission”). Tax Collection Limitations The District’s ability to make debt service payments may be adversely affected by its inability to collect ad valorem taxes. Under Texas law, the levy of ad valorem taxes by the District constitutes a lien in favor of the District on a parity with the liens of all other state and local taxing authorities on the property against which taxes are levied, and such lien may be enforced by foreclosure. The District’s ability to collect ad valorem taxes through such foreclosure may be impaired by market conditions limiting the proceeds from a foreclosure sale of taxable property and collection procedures. While the District has a lien on taxable property within the District for taxes levied against such property, such lien can be foreclosed only in a judicial proceeding. The costs of collecting any such taxpayer’s delinquencies could substantially reduce the net proceeds to the District from a tax foreclosure sale. Finally, a bankruptcy court with jurisdiction over bankruptcy proceedings initiated by or against a taxpayer within the District pursuant to the Federal Bankruptcy Code could stay any attempt by the District to collect delinquent ad valorem taxes against such taxpayer. In addition to the automatic stay against collection of delinquent taxes afforded a taxpayer during the pendency of a bankruptcy, a bankruptcy could affect payment of taxes in two other ways: first, a debtor’s confirmation plan may allow a debtor to make installment payments on delinquent taxes for up to six years; and, second, a debtor may challenge, and a bankruptcy court may reduce, the amount of any taxes assessed against the debtor, including taxes that have already been paid. See “TAX PROCEDURES — District’s Rights in the Event of Tax Delinquencies.” Registered Owners’ Remedies and Bankruptcy Limitations If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Bond Order, or defaults in the observation or performance of any other covenants, conditions, or obligations set forth in the Bond Order, the Registered Owners have the statutory Page 45 of 176 12 right of a writ of mandamus issued by a court of competent jurisdiction requiring the District and its officials to observe and perform the covenants, obligations, or conditions prescribed in the Bond Order. Except for mandamus, the Bond Order does not specifically provide for remedies to protect and enforce the interests of the Registered Owners. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. Further, there is no trust indenture or trustee, and all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. Statutory language authorizing local governments such as the District to sue and be sued does not waive the local government’s sovereign immunity from suits for money damages, so that in the absence of other waivers of such immunity by the Texas Legislature, a default by the District in its covenants in the Bond Order may not be reduced to a judgment for money damages. If such a judgment against the District were obtained, it could not be enforced by direct levy and execution against the District’s property. Further, the Registered Owners cannot themselves foreclose on property within the District or sell property within the District to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of the Registered Owners may further be limited by a State of Texas statute reasonably required to attain an important public purpose or by laws relating to bankruptcy, reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions, such as the District. Subject to the requirements of Texas law discussed below, a political subdivision such as the District may voluntarily file a petition for relief from creditors under Chapter 9 of the Federal Bankruptcy Code, 11 U.S.C. Sections 901-946. The filing of such petition would automatically stay the enforcement of Registered Owner’s remedies, including mandamus. The automatic stay would remain in effect until the federal bankruptcy judge hearing the case dismisses the petition, enters an order granting relief from the stay or otherwise allows creditors to proceed against the petitioning political subdivision. A political subdivision such as the District may qualify as a debtor eligible to proceed in a Chapter 9 case only if it is (1) authorized to file for federal bankruptcy protection by applicable state law, (2) is insolvent or unable to meet its debts as they mature, (3) desires to effect a plan to adjust such debts, and (4) has either obtained the agreement of or negotiated in good faith with its creditors or is unable to negotiate with its creditors because negotiation is impracticable. Special districts such as the District must obtain the approval of the Commission as a condition to seeking relief under the Federal Bankruptcy Code. The Commission is required to investigate the financial condition of a financially troubled district and authorize such district to proceed under federal bankruptcy law only if such district has fully exercised its rights and powers under Texas law and remains unable to meet its debts and other obligations as they mature. Notwithstanding noncompliance by a district with Texas law requirements, the District could file a voluntary bankruptcy petition under Chapter 9, thereby invoking the protection of the automatic stay until the bankruptcy court, after a hearing, dismisses the petition. A federal bankruptcy court is a court of equity and federal bankruptcy judges have considerable discretion in the conduct of bankruptcy proceedings and in making the decision of whether to grant the petitioning district relief from its creditors. While such a decision might be appealable, the concomitant delay and loss of remedies to the Registered Owner could potentially and adversely impair the value of the Registered Owner’s claim. If a petitioning district were allowed to proceed voluntarily under Chapter 9 of the Federal Bankruptcy Code, it could file a plan for an adjustment of its debts. If such a plan were confirmed by the bankruptcy court, it could, among other things, affect Registered Owners by reducing or eliminating the amount of indebtedness, deferring or rearranging the debt service schedule, reducing or eliminating the interest rate, modifying or abrogating the collateral or security arrangements, substituting (in whole or in part) other securities, and otherwise compromising and modifying the rights and remedies of the Registered Owners’ claims against a district. A district may not be forced into bankruptcy involuntarily. Continuing Compliance with Certain Covenants The Bond Order contains covenants by the District intended to preserve the exclusion from gross income for federal income tax purposes of interest on the Bonds. Failure by the District to comply with such covenants in the Bond Order on a continuous basis prior to maturity of the Bonds could result in interest on the Bonds becoming taxable retroactively to the date of original issuance. See “LEGAL MATTERS – Tax Exemption.” Page 46 of 176 13 Marketability The District has no agreement with the Initial Purchaser regarding the reoffering yields or prices of the Bonds and has no control over trading of the Bonds in the secondary market. Moreover, there is no assurance that a secondary market will be made in the Bonds. If there is a secondary market, the difference between the bid and asked price of the Bonds may be greater than the difference between the bid and asked price of bonds of comparable maturity and quality issued by more traditional issuers as such bonds are generally bought, sold or traded in the secondary market. Environmental Regulations Wastewater treatment, water supply, storm sewer facilities and construction activities within the District are subject to complex environmental laws and regulations at the federal, state and local levels that may require or prohibit certain activities that affect the environment, such as:  Requiring permits for construction and operation of water wells, wastewater treatment and other facilities;  Restricting the manner in which wastes are treated and released into the air, water and soils;  Restricting or regulating the use of wetlands or other properties; or  Requiring remedial action to prevent or mitigate pollution. Sanctions against a municipal utility district or other type of special purpose district for failure to comply with environmental laws and regulations may include a variety of civil and criminal enforcement measures, including assessment of monetary penalties, imposition of remedial requirements and issuance of injunctions to ensure future compliance. Environmental laws and compliance with environmental laws and regulations can increase the cost of planning, designing, constructing and operating water production and wastewater treatment facilities. Environmental laws can also inhibit growth and development within the District. Further, changes in regulations occur frequently, and any changes that result in more stringent and costly requirements could materially impact the District. Air Quality Issues. Air quality control measures required by the United States Environmental Protection Agency (the “EPA”) and the Texas Commission on Environmental Quality (the “TCEQ”) may impact new industrial, commercial and residential development in Brazos County. Under the Clean Air Act (“CAA”) Amendments of 1990, Brazos County has been designated an attainment/unclassifiable area under three separate federal ozone standards: the one- hour (124 parts per billion (“ppb”)) and eight-hour (84 ppb) standards promulgated by the EPA in 1997 (the “1997 Ozone Standards”); the tighter, eight-hour ozone standard of 75 ppb promulgated by the EPA in 2008 (the “2008 Ozone Standard”), and the EPA’s most-recent promulgation of an even lower, 70 ppb eight-hour ozone standard in 2015 (the “2015 Ozone Standard”). Although Brazos County is currently in attainment, Brazos County has been and continues to be near the non- attainment thresholds for ozone. Accordingly, it is possible that Brazos County could be re-classified as a nonattainment area should ozone levels increase. A designation of nonattainment for ozone or any other pollutant could negatively impact business due to the additional permitting/regulatory constraints that accompany this designation and because of the community stigma associated with a nonattainment designation. It is possible that additional controls will be necessary to allow Brazos County to maintain attainment with the ozone standards. Such additional controls could have a negative impact on Brazos County’s economic growth and development. Water Supply & Discharge Issues. Water supply and discharge regulations that municipal utility districts, including the District, may be required to comply with involve: (1) public water supply systems; (2) wastewater discharges from treatment facilities; (3) storm water discharges; and (4) wetlands dredge and fill activities. Each of these is addressed below: Certain governmental entities regulate groundwater usage in Brazos County. A municipal utility district or other type of special purpose district that (i) is located within the boundaries of such an entity that regulates groundwater usage, and (ii) relies on local groundwater as a source of water supply, may be subject to requirements and restrictions on the drilling of water wells and/or the production of groundwater that could affect both the engineering and economic feasibility of district water supply projects. Pursuant to the federal Safe Drinking Water Act (“SDWA”) and the EPA’s National Primary Drinking Water Regulations (“NPDWRs”), which are implemented by the TCEQ’s Water Supply Division, a municipal utility district’s provision of water for human consumption is subject to extensive regulation as a public water system. Municipal utility districts must generally provide treated water that meets the primary and secondary drinking water Page 47 of 176 14 quality standards adopted by the TCEQ, the applicable disinfectant residual and inactivation standards, and the other regulatory action levels established under the agency’s rules. The EPA has established NPDWRs for more than ninety (90) contaminants and has identified and listed other contaminants which may require national drinking water regulation in the future. Texas Pollutant Discharge Elimination System (“TPDES”) permits set limits on the type and quantity of discharge, in accordance with state and federal laws and regulations. The TCEQ reissued the TPDES Construction General Permit (TXR150000), with an effective date of March 5, 2018, which is a general permit authorizing the discharge of stormwater runoff associated with small and large construction sites and certain nonstormwater discharges into surface water in the state. It has a 5-year permit term, and is then subject to renewal. Moreover, the Clean Water Act (“CWA”) and Texas Water Code require municipal wastewater treatment plants to meet secondary treatment effluent limitations and more stringent water quality-based limitations and requirements to comply with the Texas water quality standards. Any water quality-based limitations and requirements with which a municipal utility district must comply may have an impact on the municipal utility district’s ability to obtain and maintain compliance with TPDES permits. The TCEQ issued the General Permit for Phase II (Small) Municipal Separate Storm Sewer Systems (the “MS4 Permit”) on January 24, 2019. The MS4 Permit authorizes the discharge of stormwater to surface water in the state from small municipal separate storm sewer systems. While the District is currently not subject to the MS4 Permit, if the District’s inclusion were required at a future date, the District could incur substantial costs to develop, implement, and maintain the necessary plans as well as to install or implement best management practices to minimize or eliminate unauthorized pollutants that may otherwise be found in stormwater runoff in order to comply with the MS4 Permit. Operations of utility districts, including the District, are also potentially subject to requirements and restrictions under the CWA regarding the use and alteration of wetland areas that are within the “waters of the United States.” The District must obtain a permit from the United States Army Corps of Engineers (“USACE”) if operations of the District require that wetlands be filled, dredged, or otherwise altered. In 2015, the EPA and USACE promulgated a rule known as the Clean Water Rule (“CWR”) aimed at redefining “waters of the United States” over which the EPA and USACE have jurisdiction under the CWA. The CWR significantly expanded the scope of the federal government’s CWA jurisdiction over intrastate water bodies and wetlands. The CWR was challenged in numerous jurisdictions, including the Southern District of Texas, causing significant uncertainty regarding the ultimate scope of “waters of the United States” and the extent of EPA and USACE jurisdiction. On September 12, 2019, the EPA and USACE finalized a rule repealing the CWR, thus reinstating the regulatory text that existed prior to the adoption of the CWR. This repeal officially became final on December 23, 2019, but the repeal has itself become the subject of litigation in multiple jurisdictions. On January 23, 2020, the EPA and USACE released the Navigable Waters Protection Rule (“NWPR”), which contains a new definition of “waters of the United States.” The stated purpose of the NWPR is to restore and maintain the integrity of the nation’s waters by maintaining federal authority over the waters Congress has determined should be regulated by the federal government, while preserving the states’ primary authority over land and water resources. The new definition outlines four categories of waters that are considered “waters of the United States,” and thus federally regulated under the CWA: (i) territorial seas and traditional navigable waters; (ii) perennial and intermittent tributaries to territorial seas and traditional navigable waters; (iii) certain lakes, ponds, and impoundments of jurisdictional waters; and (iv) wetlands adjacent to jurisdictional waters. The new rule also identifies certain specific categories that are not “waters of the United States,” and therefore not federally regulated under the CWA: (a) groundwater; (b) ephemeral features that flow only in direct response to precipitation; (c) diffuse stormwater runoff and directional sheet flow over upland; (d) certain ditches; (e) prior converted cropland; (f) certain artificially irrigated areas; (g) certain artificial lakes and ponds; (h) certain water-filled depressions and certain pits; (i) certain stormwater control features; (j) certain groundwater recharge, water reuse, and wastewater recycling structures; and (k) waste treatment systems. The NWPR became effective June 22, 2020 and is currently the subject of ongoing litigation. Due to existing and possible future litigation, there remains uncertainty regarding the ultimate scope of “waters of the United States” and the extent of EPA and USACE jurisdiction. Depending on the final outcome of such proceedings, operations of municipal utility districts, including the District, could potentially be subject to additional restrictions and requirements, including additional permitting requirements. Page 48 of 176 15 Changes in Tax Legislation Certain tax legislation, whether currently proposed or proposed in the future, may directly or indirectly reduce or eliminate the benefit of the exclusion of interest on the Bonds from gross income for federal tax purposes. Any proposed legislation, whether or not enacted, may also affect the value and liquidity of the Bonds. Prospective purchasers should consult with their own tax advisors with respect to any proposed, pending or future legislation. THE BONDS General The following is a description of some of the terms and conditions of the Bonds, which description is qualified in its entirety by reference to the Bond Order, a copy of which is available from Bond Counsel upon payment of the costs of duplication therefor. The Bond Order authorizes the issuance and sale of the Bonds and prescribes the terms, conditions, and provisions for the payment of the principal of and interest on the Bonds by the District. Description The Bonds will be dated March 1, 2021, with interest payable on September 1, 2021 and on each March 1 and September 1 thereafter (each an "Interest Payment Date") until the earlier of maturity or prior redemption. Interest on the Bonds initially accrues from March 1, 2021, and thereafter, from the most recent Interest Payment Date. The Bonds mature on September 1 of the years and in the amounts shown under "MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL REOFFERING YIELDS, AND CUSIPS" on the cover page hereof. The Bonds are issued in fully registered form only in denominations of $5,000 or any integral multiple of $5,000 for any one maturity. The Bonds will be registered and delivered only to The Depository Trust Company, New York, New York ("DTC"), in its nominee name of Cede & Co., pursuant to the book-entry system described herein ("Registered Owners"). No physical delivery of the Bonds will be made to the purchasers thereof. See "BOOK-ENTRY-ONLY SYSTEM." Interest calculations are based upon a three hundred sixty (360) day year comprised of twelve (12) thirty (30) day months. Authority for Issuance At an election held within the District on November 3, 2015, voters of the District authorized a total of $106,600,000 in bonds for the purpose of acquiring or constructing road facilities. The Bonds constitute the first issuance of bonds from such authorization. After the issuance of the Bonds, a total of $105,500,000 in principal amount of unlimited tax bonds for road facilities will remain authorized but unissued. The Bonds are issued by the District pursuant to the terms and provisions of the Bond Order; Article III, Section 52 of the Texas Constitution; Chapter 3909, Texas Special District Local Laws Code, as amended; the general laws of the State of Texas, including without limitation Chapter 49 of the Texas Water Code, as amended, and Chapter 375, Texas Local Government Code, as amended; the consent of the City, and an election held within the District as described above. At the above described election, voters in the District also authorized a total of $71,400,000 in bonds for the purpose of acquiring or constructing water, sanitary sewer, and drainage facilities. The District has not issued any bonds from such authorization. See "Issuance of Additional Debt" below. Source of and Security for Payment The Bonds are secured by and payable from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property located within the District see “TAX PROCEDURES.” Investment in the Bonds involves certain elements of risk, and all prospective purchasers are urged to examine carefully this Official Statement with respect to the investment security of the Bonds. See "RISK FACTORS." The Bonds are obligations solely of the District and are not obligations of the City of College Station, Brazos County, the State of Texas, or any political subdivision or entity other than the District. Funds The Bond Order establishes the District's Construction Fund and the District's Bond Fund (the "Bond Fund"), including the sub-accounts which are used to separate funds received to pay debt service on bonds issued to finance road facilities ("Road Bonds") from funds which may be received to pay debt service on bonds that may be hereafter issued to finance water, wastewater, and storm drainage facilities ("WSD Bonds"). Accrued interest on the Bonds plus an amount equal to twelve (12) months of interest on the Bonds will be deposited from the proceeds from sale of Page 49 of 176 16 the Bonds into the Bond Fund. All remaining proceeds of the Bonds will be deposited in the Construction Fund. The Bond Fund, which constitutes a trust fund for the benefit of the owners of the Bonds and any additional tax bonds issued by the District, is to be kept separate from all other funds of the District, and is to be used for payment of debt service on the Bonds and any of the District's duly authorized additional bonds payable in whole or part from taxes. Amounts on deposit in the Bond Fund may also be used to pay the fees and expenses of the Paying Agent/Registrar, to defray the expenses of assessing and collecting taxes levied for payment of interest on and principal of the Bonds and any additional bonds payable in whole or in part from taxes, and to pay any tax anticipation notes issued, together with interest thereon, as such tax anticipation notes become due. Record Date The record date for payment of the interest on any regularly scheduled Interest Payment Date is defined as the 15th day of the month (whether or not a business day) preceding such Interest Payment Date. Redemption Provisions The District reserves the right, at its option, to redeem the Bonds maturing on and after September 1, 2027, prior to their scheduled maturities, in whole or from time to time in part, in integral multiples of $5,000, on September 1, 2026, or any date thereafter, at a price equal to the principal amount thereof plus accrued interest thereon to the date fixed for redemption. If fewer than all of the Bonds are to be redeemed, the particular maturity or maturities and the amounts thereof to be redeemed shall be determined by the District. If fewer than all of the Bonds of the same maturity are to be redeemed, the particular Bonds shall be selected by DTC in accordance with its procedures. See "BOOK-ENTRY- ONLY SYSTEM." Notice of each exercise of the reserved right of optional redemption shall be given by the Paying Agent/Registrar at least thirty (30) calendar days prior to the redemption date, in the manner specified in the Bond Order. By the redemption date, due provision shall be made with the Paying Agent/Registrar for payment of the principal of the Bonds or portions thereof to be redeemed, plus accrued interest to the redemption date. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem the same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Registered Owners to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. Method of Payment of Principal and Interest The Board has appointed The Bank of New York Mellon Trust Company, N.A., having its principal corporate trust office and its principal payment office in Dallas, Texas, as the initial Paying Agent/Registrar for the Bonds. The principal of and interest on the Bonds shall be paid to DTC, which will make distribution of the amounts so paid. See "BOOK-ENTRY-ONLY SYSTEM." Registration Section 149(a) of the Internal Revenue Code of 1986, as amended, requires that all tax exempt obligations (with certain exceptions that do not include the Bonds) be in registered form in order for the interest payable on such obligations to be excludable from a Beneficial Owner's income for federal income tax purposes. The Bonds will be issued as fully- registered securities registered in the name of Cede & Co. pursuant to the Book-Entry-Only System described herein. One fully-registered Bond will be issued for each maturity of the Bonds and will be deposited with DTC. See "BOOK- ENTRY-ONLY SYSTEM." So long as any Bonds remain outstanding, the District will maintain at least one paying agent/registrar in the State of Texas for the purpose of maintaining the Register on behalf of the District. Replacement of Paying Agent/Registrar Provision is made in the Bond Order for replacement of the Paying Agent/Registrar. If the Paying Agent/Registrar is replaced by the District, the new paying agent/registrar shall be required to accept the previous Paying Agent/Registrar's records and act in the same capacity as the previous Paying Agent/Registrar. Any paying agent/registrar selected by the District shall be a duly qualified and competent trust or banking corporation or organization organized and doing business under the laws of the United States of America or of any State thereof, with a combined capital and surplus of at least $25,000,000, which is subject to supervision of or examination by Page 50 of 176 17 federal or state banking authorities, and which is a transfer agent duly registered with the United States Securities and Exchange Commission. Legal Investment and Eligibility to Secure Public Funds in Texas The following is quoted from Section 49.186 of the Texas Water Code, and is applicable to the District: "(a) All bonds, notes, and other obligations issued by a district shall be legal and authorized investments for all banks, trust companies, building and loan associations, savings and loan associations, insurance companies of all kinds and types, fiduciaries, and trustees, and for all interest and sinking funds and other public funds of the state, and all agencies, subdivisions, and instrumentalities of the state, including all counties, cities, towns, villages, school districts, and all other kinds and types of districts, public agencies, and bodies politic. (b) A district's bonds, notes, and other obligations are eligible and lawful security for all deposits of public funds of the state, and all agencies, subdivisions, and instrumentalities of the state, including all counties, cities, towns, villages, school districts, and all other kinds and types of districts, public agencies, and bodies politic, to the extent of the market value of the bonds, notes, and other obligations when accompanied by any unmatured interest coupons attached to them. The Public Funds Collateral Act (Chapter 2257, Texas Government Code) also provides that bonds of the District (including the Bonds) are eligible as collateral for public funds. No representation is made that the Bonds will be suitable for or acceptable to financial or public entities for investment or collateral purposes. No representation is made concerning other laws, rules, regulations or investment criteria which apply to or which might be utilized by any of such persons or entities to limit the acceptability or suitability of the Bonds for any of the foregoing purposes. Prospective purchasers are urged to carefully evaluate the investment quality of the Bonds as to the suitability or acceptability of the Bonds for investment or collateral purposes. Issuance of Additional Debt The District's voters have authorized the issuance of a total of $106,600,000 unlimited tax bonds for the purpose of acquiring or constructing road facilities and could authorize additional amounts. Following the issuance of the Bonds, the District will have $105,500,000 of unlimited tax bonds authorized but unissued for said improvements and facilities. The District's voters have also authorized the issuance of a total of $71,400,000 unlimited tax bonds for the purpose of acquiring or constructing water, sanitary sewer, and drainage facilities, and could authorize additional amounts. The District voters have authorized a total of $178,000,000 unlimited tax refunding bonds for the purpose of refunding outstanding bonds of the District and could authorize additional amounts. No bonds have been issued from said unlimited tax water, sanitary sewer, and drainage facilities authorization and unlimited tax refunding authorizations. The Bond Order imposes no limitation on the amount of additional parity bonds which may be authorized for issuance by the District's voters or the amount ultimately issued by the District. Financing Road Facilities Pursuant to provisions of the Texas Constitution and the Act, as defined herein, the District is authorized to develop and finance with property taxes certain road facilities following a successful District election to approve the issuance of road bonds payable from taxes. At an election held within the District on November 3, 2015, voters of the District authorized a total of $106,600,000 in principal amount of unlimited tax bonds for financing and constructing road facilities, all of which remains unissued. The Bonds are the first series of bonds issued from said authorization. After issuance of the Bonds, the District will have $105,500,000 principal amount of unlimited tax bonds for acquiring or constructing road facilities authorized but unissued for said improvements and facilities. See "—Issuance of Additional Debt" herein and “RISK FACTORS – Future Debt.” Issuance of additional bonds for road facilities may dilute the security for the Bonds. Page 51 of 176 18 Abolishment Under Texas law, the District may be abolished and dissolved by the City without the District's consent. If the District is abolished, the City will assume the District's assets and obligations (including the Bonds) and abolish the District within ninety (90) days thereafter. Prior to abolishment and dissolution by the City, the District shall have the opportunity to discharge any obligations of the District by selling its bonds or by causing the City of College Station to sell bonds of the City in an amount necessary to discharge such obligations. Abolishment of the District by the City is a policymaking matter within the discretion of the Mayor and the City Council of the City, and, therefore, the District makes no representation that abolishment will or will not occur. Moreover, no representation is made concerning the ability of the City of College Station to make debt service payments should abolishment occur. Remedies in Event of Default If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Bond Order, or defaults in the observance or performance of any other covenants, conditions, or obligations set forth in the Bond Order, the Registered Owners have the right to seek a writ of mandamus issued by a court of competent jurisdiction requiring the District and its officials to observe and perform the covenants, obligations, or conditions prescribed in the Bond Order. Except for mandamus, the Bond Order does not specifically provide for remedies to protect and enforce the interests of the Registered Owners. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. Further, there is no trust indenture or trustee, and all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. Certain traditional legal remedies may also not be available. See “RISK FACTORS - Registered Owners' Remedies and Bankruptcy Limitations.” Defeasance The Bond Order provides that the District may discharge its obligations to the Registered Owners of any or all of the Bonds to pay principal, interest, and redemption price thereon in any manner permitted by law. Under current Texas law, such discharge may be accomplished either (i) by depositing with the Comptroller of Public Accounts of the State of Texas a sum of money equal to the principal of, premium, if any, and all interest to accrue on the Bonds to maturity or redemption or (ii) by depositing with any place of payment (paying agent) for obligations of the District payable from revenues or from ad valorem taxes or both, or a commercial bank or trust company designated in the proceedings authorizing such discharge amounts sufficient to provide for the payment and/or redemption of the Bonds; provided that such deposits may be invested and reinvested only in (a) direct noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the District adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the District adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. The foregoing obligations may be in a book entry form and shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment and/or redemption of the Bonds. If any of such Bonds are to be redeemed prior to their respective dates of maturity, provision must have been made for giving notice of redemption as provided in the Bond Order. Upon such deposit as described above, such Bonds shall no longer be regarded as outstanding or unpaid. After firm banking and financial arrangements for the discharge and final payment or redemption of the Bonds have been made as described above, all rights of the District to initiate proceedings to call the Bonds for redemption or take any other action amending the terms of the Bonds are extinguished; provided, however, that the right to call the Bonds for redemption is not extinguished if the District: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements; and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. Page 52 of 176 19 There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Bonds. Because the Bond Order does not contractually limit such investments, Registered Owners may be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under Texas law. BOOK-ENTRY-ONLY SYSTEM The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy or completeness thereof. The District cannot and does not give any assurances that DTC, DTC Direct Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) Bonds representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) prepayment or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will do so on a timely basis or that DTC, DTC Direct Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedure” of DTC to be followed in dealing with DTC Direct Participants are on file with DTC. The Depository Trust Company, New York, New York (“DTC”), will act as securities depository for the Bonds. The Bonds will be issued as fully-registered Bonds registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. With respect to the Bonds, one fully- registered Bond certificate will be issued of each such series for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency’’ registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a rating of “AA+” from S&P Global Ratings. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, Page 53 of 176 20 which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). All payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the District or the Paying Agent/Registrar, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Bonds held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Paying Agent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the District or the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the District believes to be reliable, but neither the District nor the Initial Purchaser take any responsibility for the accuracy thereof. THE DISTRICT General The District is a special district created in 2013 by a special act of the 83rd Texas Legislature, House Bill 3874, Regular Session, codified as Chapter 3909, Texas Special District Local Laws Code (the “Act”) pursuant to Sections 52 and 52-a, Article III, and Section 59, Article XVI, of the Texas Constitution, and operates under the provisions of the Act, Chapter 49, Texas Water Code, as amended, Chapter 375, Texas Local Government Code, as amended, and other general statutes of Texas applicable to municipal management districts. The District contains approximately 270.58 acres of land and is located the east side of Texas State Highway 6 (the “SH 6”) between Rock Prairie Road and William D. Fitch Parkway, which is approximately 5 miles south of the central business district of the City of College Station (the “City”). The District lies entirely within the corporate limits of the City of College Station and within the boundaries of the College Station Independent School District. See “AERIAL PHOTOGRAPH.” The District is subject to the continuing supervisory jurisdiction of the TCEQ. Page 54 of 176 21 The District is empowered, among other things, to finance, purchase, construct, operate and maintain all works, improvements, facilities and plants necessary for the supply and distribution of water; the collection, transportation, and treatment of wastewater; and the control and diversion of storm water. The District is also empowered to construct and finance certain road facilities. The District may issue bonds and other forms of indebtedness to purchase or construct all of such facilities. The District may also provide solid waste disposal and collection services. Additionally, the District is empowered to finance operate, maintain and construct recreational facilities, but may not issue bonds or use ad valorem tax revenues therefor. See "THE BONDS-Issuance of Additional Debt" and "-Financing Road Facilities". The TCEQ exercises continuing supervisory jurisdiction over the District with respect to water, wastewater and drainage projects. The District is required to observe certain requirements of the City which, along with Texas law, limit the purposes for which the District may sell bonds for the acquisition, construction, and improvement of facilities and the refunding of outstanding debt obligations; limit the net effective interest rate on such bonds and other terms of such bonds; and require certain public facilities to be designed in accordance with applicable City standards. Construction and operation of the District's facilities are subject to the regulatory jurisdiction of additional government agencies. See “UTLILTY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION.” Land Use Status of Development Water, sewer and drainage facilities, as well as roads, are complete to serve Midtown Reserve subdivision (approximately 57 acres developed into 309 single family residential lots). Home construction began in 2019 and, as of November 2020, the District contained 46 single-family homes completed and occupied, 4 vacant single-family homes, 52 single-family homes under construction, 1 model home and 206 vacant developed lots. Homebuilding in the District is currently being conducted by DR Horton. New homes in the District range in price from approximately $219,000 to $357,000. Utility trunk facilities and roads have been constructed to serve an additional 55 acres anticipated to be developed as single-family residential. Utility trunk facilities and roads have also been constructed to serve Midtown City Center, which consists of approximately 40 acres of commercial reserves and 45 acres of reserves intended for multi-family development. Commercial development to date includes approximately 7 acres which have been developed as an office park. The remaining 33 acres of commercial reserves and 45 acres of multi-family reserves do not have vertical construction. Accel at College Station, a 116 bed transitional care and rehabilitation facility is located on approximately 8 acres in the District. The balance of the District consists of approximately 30 undeveloped but developable acres and approximately 35 acres of easements, parks and rights-of-way. Future Development Approximately 30 developable acres of land in the District are not yet fully served with the water, sanitary sewer, drainage, storm sewer or road facilities necessary for the construction of taxable improvements. While the Developers anticipate future development of this acreage as business conditions warrant, there can be no assurances if and when any of such undeveloped land will ultimately be developed. The District anticipates issuing additional bonds to accomplish full development of the District. See "RISK FACTORS—Possible Impact on District Tax Rates." The Approximate Acres Lots Midtown Reserve Subdivision, Section 1….................. 57 309 Developed Commercial (Office Park & Rehab Center)…. 15 Future Single-Family…................................................. 55 Future Multi-family…................................................... 45 Commercial Reserves…............................................... 33 Future Development…................................................. 30 Easements, Parks, and Right-of-ways……................... 35 Total…....................... 270 Page 55 of 176 22 Engineer has stated that under current development plans, the remaining authorized but unissued bonds ($105,500,000 principal amount for road facilities and $71,400,000 principal amount for water, sanitary sewer, drainage facilities) should be sufficient to finance the construction of water, sanitary sewer, drainage and road facilities required for full development of the District. MANAGEMENT Board of Directors The District is governed by the Board of Directors, consisting of five directors, which has control over and management supervision of all affairs of the District. Directors serve staggered four-year terms and are appointed by the City based on nominations from the Board. All of the directors are qualified to serve the District. The Directors and Officers of the District are listed below: While the District does not employ any full-time employees, it has contracted for certain services as follows: Tax Assessor/Collector Land and improvements within the District are appraised for ad valorem taxation purposes by the Brazos Central Appraisal District. The District’s Tax Assessor/Collector is engaged by the Board of Directors of the District. B&A Municipal Tax Service, LLC is currently serving in this capacity for the District. Bookkeeper The District has engaged Municipal Accounts & Consulting, L.P. to serve as the District’s bookkeeper. System Operator The City, through College Station Utilities, operates the water and sanitary sewer system within the District and serves the District pursuant to the terms of that certain Utility and Road Agreement dated February 17, 2015. See “UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION.” Engineer The consulting engineers for the District in connection with the design and construction of the District’s facilities are EHRA Engineering and Schultz Engineering, LLC (the "Engineer"). Bond Counsel and General Counsel Schwartz, Page & Harding, L.L.P. ("Bond Counsel") serves as bond counsel to the District. The fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds is contingent upon the sale and delivery of the Bonds. In addition, Schwartz, Page & Harding, L.L.P. serves as general counsel to the District on matters other than the issuance of bonds. Financial Advisor Post Oak Municipal Advisors LLC (the “Financial Advisor”) serves as financial advisor to the District. The fee to be paid the Financial Advisor is contingent upon sale and delivery of the Bonds. Auditor As required by the Texas Water Code, the District retains an independent auditor to audit the District’s financial statements annually, which audited financial statements are filed with the Commission. The District’s financial statements for the fiscal year ended May 31, 2020 have been audited by BKD, LLP. See "APPENDIX A" for a copy of the District’s May 31, 2020 audited financial statements. Name District Board Title Term Expires Uri Geva President June 2023 Hays Glover Vice President June 2023 Jonathan Stark Secretary June 2021 Mark Lindemulder Assistant Secretary June 2023 William Lewis Assistant Vice President June 2021 Page 56 of 176 23 UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION The District operates pursuant to a Utility and Road Agreement between the City and the District, dated as of February 17, 2015 (the “Utility Agreement”). Pursuant to the Utility Agreement, the District assumed responsibility for acquiring and constructing for the benefit of the City, the water distribution, wastewater collection, storm water, and road facilities, to serve development occurring within the boundaries of the District (the “Facilities”). The District has agreed to convey, and the City has agreed to accept, the Facilities, except for stormwater detention facilities and recreational facilities, for operation and maintenance at the sole cost of the City in consideration for the District’s financing, acquisition and construction of the Facilities. It is the City’s obligation to set rates and charges for the use of the Facilities and to bill and collect such rates and charges from customers of the Facilities. The City agrees to charge residents of the District equal and uniform water and wastewater rates as those users of similar classifications in non-municipal utility district areas of the City. All revenues from the Facilities belong exclusively to the City. The Utility Agreement provides that the Facilities shall be designed and constructed in accordance with the City’s requirements and criteria. The City agrees to provide the District with its ultimate requirements for water supply capacity and wastewater treatment capacity without capital charges of any kind. The City has covenanted to maintain the Facilities, or cause the Facilities to be maintained, in good condition and working order and to operate the same, or cause the same, to be operated in an efficient and economical manner at a reasonable cost and in accordance with sound business principles. The City has also covenanted to comply with all contractual provisions and agreements entered into by it and with all valid rules, regulations, directions or orders by any governmental or judicial body promulgating the same. Under the Utility Agreement, the District is authorized to issue bonds to finance the construction and acquisition of the Facilities. The Bonds must be approved by the City to the extent that such issuance complies with the City’s policy related to municipal management districts. The District is authorized by the Act to construct and finance recreational facilities with the use of any available funds, and the City has consented to the use of any available funds except ad valorem tax revenue for such purposes in Resolution No. 07-09-15-02 dated July 9, 2015. Pursuant to the Utility Agreement, said recreational facilities will not be conveyed to the City. The City’s right to dissolve the District is restricted under the Utility Agreement. Under the terms of the Utility Agreement, the City agrees that it will not dissolve the District until the Infrastructure and Economic Development Agreement between the City and CSTC, and as partially assigned to the District and CSDR, has expired or has been terminated. The City has also agreed to afford the District the opportunity to discharge any remaining District obligations under any existing Utility Development Agreement with a developer in the District by authorizing the sale of bonds during a dissolution transition period or selling bonds of the City in an amount adequate to discharge the District's obligations. THE DEVELOPERS Role of a Developer In general, the activities of a landowner or developer in a district such as the District include designing the project, defining a marketing program and setting building schedules; securing necessary governmental approvals and permits for development; arranging for the construction of roads and the installation of utilities; and selling or leasing improved tracts or commercial reserves to other developer or third parties. A developer is under no obligation to a district to undertake development activities according to any particular plan or schedule. Furthermore, there is no restriction on a developer’s right to sell any or all of the land which the developer owns within a district. In addition, the developer is ordinarily the major taxpayer within the district during the early stages of development. The relative success or failure of a developer to perform in the above-described capacities may affect the ability of a district to collect sufficient taxes to pay debt service and retire bonds. Prospective purchasers of the Bonds should note that the prior real estate experience of the Developers should not be construed as an indication that further development within the District will occur, or that construction of taxable improvements upon property within the District will occur, or that marketing or leasing of taxable improvements constructed upon property within the District will be successful. Circumstances surrounding development within the District may differ from circumstances surrounding development of other land in several respects, including the existence of different economic conditions, financial arrangements, homebuilders, geographic location, market Page 57 of 176 24 conditions, and regulatory climate. No representation is made as to the relative success of any of the projects mentioned above, and no assurance as to the future performance of the Developer should be inferred. Prospective purchasers are urged to inspect the District in order to acquaint themselves with the nature of the Developer’s business activities. See "RISK FACTORS - Dependence on Principal Taxpayers." The Developers Approximately 120 acres within the District is being developed as Midtown City Center by College Station Town Center, Inc., a Texas corporation (“CSTC”), which was formed for the sole purpose of developing its land in the District. Its only substantial asset consists of land in the District. Approximately 112 acres of land within the District is being developed for single family purposes by College Station Downtown Residential LLC, a Texas limited liability company (“CSDR”), which was formed for the sole purpose of developing its land in the District. Its only substantial asset consists of land in the District. James Murr is a director of DM-CSDR Inc., which is a member of CSDR. Acquisition and Development Financing To obtain land acquisition and development financing for the land it owns within the District, CSTC entered into a loan agreement with Crockett National Bank. Pursuant to such loan agreement, CSTC may obtain advances for the installation of roads and utilities within the District in an amount not to exceed $12,000,000 in the aggregate. Advances under such loan agreement are subject to a deed of trust on CSTC's land within the District and are guaranteed by its principals. Pursuant to such loan agreement, the note payable to Crockett National Bank has a maturity date of February 27, 2024. As of October 31, 2020, the outstanding balance on the note was $7,500,000. The owners of CSTC have also financed a portion of the acquisition and development cost. To obtain land acquisition and development financing for the single family residential land, CSDR entered into a loan agreement with The Bank and Trust. The loan with The Bank and Trust has been paid off and no other debt is in place at this time. Financial Information Concerning the Developer For more information concerning the Developers, see “APPENDIX B - Unaudited Financial Information Concerning the Developers.” The Developers are not responsible for, liable for, and have not made any commitment for payment of the Bonds or other obligations of the District, and the inclusion of the Developers’ respective financial statements and description of their respective financial arrangements herein should not be construed as an implication to that effect. The Developers have no legal commitment to the District or owners of the Bonds to continue development of land within the District and may sell or otherwise dispose of their property within the District, or any other assets, at any time. Further, the financial condition of the Developers is subject to change at any time. Because of the foregoing, financial information concerning the Developers will neither be updated nor provided following issuance of the Bonds, except as described herein under “CONTINUING DISCLOSURE OF INFORMATION.” THE ROAD SYSTEM Bond proceeds will be used to finance a portion of the construction and paving of Bird Pond Road within the District. All roadways are designed and constructed in accordance with the City and County standards, rules, and regulations. Upon completion of construction, the District will convey the road facilities to the City for operation and maintenance, as described in the Utility Agreement. The roads within the District lie within the public right-of-way. In addition to the roadway, public utilities such as underground water, sewer and drainage facilities are located within the right-of-way. The right-of-way is also shared by streetlights, sidewalks, and franchise utilities (including power, gas, telephone, fiber, and cable). Page 58 of 176 25 USE AND DISTRIBUTION OF BOND PROCEEDS The estimated use and distribution of Bond proceeds is shown below. Of proceeds to be received from sale of the Bonds, $859,880 is estimated for construction costs, $144,286 is estimated for non-construction costs, and $95,834 is estimated for issuance costs and fees. The actual amounts to be reimbursed by the District and the non-construction costs will be finalized after the sale of the Bonds and completion of agreed-upon procedures by the District’s auditor. The surplus funds, if any, may be expended for any lawful purpose for which surplus construction funds may be used, limited, however, to the purposes for which the Bonds were issued. ____________ In the event approved estimated amounts exceed actual cost, the difference comprises a surplus which may be expended for authorized purposes. I. CONSTRUCTION COSTS District Items: •Road Construction and Engineering Related Cost ………………………………………………………………….859,880$ Total Construction Costs….............................................................................................859,880$ II. NON CONSTRUCTION COSTS •Developer Interest (4.00%)………………………………………………………………….67,286$ •Capitalized Interest (12 months @ 4.00%)………………………………………………………………….44,000 •Bond Discount………………………………………………………………….33,000 Total Non-Construction Costs….............................................................................................144,286$ III.ISSUANCE COSTS AND FEES •Issuance Cost and Professional Fees………………………………………………………………….94,734$ •Attorney General Fee….............................................................................. 1,100 Total Issuance Cost and Fees….............................................................................................95,834$ TOTAL BOND ISSUE………………………………………………………………………........1,100,000$ Page 59 of 176 26 Future Debt The Developers have financed the cost of creation of the District and the land, engineering and construction costs of underground utilities and roads to serve the District, as well as certain other District improvements. After reimbursement from sale of the Bonds, the Developers will have expended approximately $13,200,000 (as of October 31, 2020) for design, construction and acquisition of water, sanitary sewer, and drainage facilities and roadways not yet reimbursed. It is anticipated that proceeds from future issues of District bonds will be used, in part, to reimburse the Developers for these costs to the extent allowed by the Commission, including payments to the City of College Station for the right to use additional capacity in the City’s water supply and wastewater treatment facilities, if applicable. The District contains approximately 30 acres of developable land not presently served with water distribution, wastewater collection and storm drainage facilities or roads and approximately 55 acres of future single family residential not presently served with internal water, sanitary sewer, and drainage facilities. It is anticipated that additional bonds will be issued to finance the construction of these facilities to serve this undeveloped acreage. The District can make no representation that any additional development will occur within the District. The Engineer has stated that the District’s authorized but unissued bonds will be adequate, under present land use projections, to finance such improvements. UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED __________ (a) Includes the Bonds. [Remainder of Page Intentionally Left Blank] Date of Amount Issued Amount Authorization Purpose Authorized to Date Unissued 11/3/2015 Roads $106,600,000 $1,100,000 (a)$105,500,000 . 11/3/2015 Roads Refunding $106,600,000 $0 $106,600,000 11/3/2015 Water, Sanitary Sewer, $71,400,000 $0 $71,400,000 and Drainage Facilities 11/3/2015 Water, Sanitary Sewer, $71,400,000 $0 $71,400,000 and Drainage Facilities Refunding Page 60 of 176 27 FINANCIAL STATEMENT (UNAUDITED) Area of District: 270.58 acres Estimated 2020 Population: 88 (b) (a) As certified by the Brazos Central Appraisal District (the “Appraisal District”). See “TAX PROCEDURES.” (b) Based on 3.5 persons per occupied single-family residence. Cash and Investment Balances (unaudited as of October 31, 2020) ____________ (a) See “Risk Factors – Operating Funds.” (b) To be initially funded upon closing of the Bonds with twelve (12) months of capitalized interest on the Bonds. See "USE AND DISTRIBUTION OF BOND PROCEEDS." (c) Neither Texas law nor the Bond Order requires the District to maintain any minimum balance in the Debt Service Fund. (d) To be initially funded upon closing of the Bonds. Investments of the District The District has adopted an Investment Policy as required by the Public Funds Investment Act, Chapter 2256, Texas Government Code. The District’s goal is to preserve principal and maintain liquidity while securing a competitive yield on its portfolio. Funds of the District will be invested in short term U.S. Treasuries, certificates of deposit insured by the Federal Deposit Insurance Corporation ("FDIC") or secured by collateral evidenced by perfected safekeeping receipts held by a third party bank, and public funds investment pools rated in the highest rating category by a nationally recognized rating service. The District does not currently own, nor does it anticipate, the inclusion of long term securities or derivative products in the District portfolio. 2020 Certified Taxable Assessed Valuation…………………………………………………………………………………………..... $23,545,860 (a) District Debt: The Bonds………………………………………………………………………………………………………………………............. $1,100,000 Gross Debt Outstanding (after issuance of the Bonds)………………………………………………………………........................... $1,100,000 Ratio of Gross Debt to 2020 Certified Taxable Assessed Valuation……………………………………………………………………………………….. 4.67% Operating Fund Cash and Temporary Investments $51,026 (a) Road Debt Service Fund Cash and Temporary Investments $0 (b) (c) Road Capital Projects Fund Cash and Temporary Investments $0 (d) Page 61 of 176 28 ESTIMATED OVERLAPPING DEBT STATEMENT Expenditures of the various taxing entities within the territory of the District are paid out of ad valorem taxes levied by such entities on properties within the District. Such entities are independent of the District and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds (“Tax Debt”) was developed from information contained in the “Texas Municipal Reports” published by the Municipal Advisory Council of Texas. Except for the amounts relating to the District, the District has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have issued additional bonds since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional bonds, the amount of which cannot be determined. The following table reflects the estimated share of the overlapping Tax Debt of the District. ____________________ (a) Includes the Bonds. Overlapping Tax Rates for 2020 TAX DATA Tax Rate Limitations Debt Service: Unlimited (no legal limit as to rate or amount). Maintenance and Operations: $1.00 per $100 of taxable assessed valuation. Debt Service Tax The Board covenants in the Bond Order to levy and assess, for each year that all or any part of the Bonds remain outstanding and unpaid, a tax adequate to provide funds to pay the principal of and interest on the Bonds. The Board anticipates levying its first debt service tax in 2021. Taxing Outstanding Overlapping Jurisdiction Bonds As of Percent Amount Brazos County………………………......................................................... $88,875,000 11/30/2020 0.11% $97,763 College Station ISD………………………………...........................305,030,000 11/30/2020 0.22% 671,066 City of College Station………………………………........................... 363,395,000 11/30/2020 0.23% 835,809 Total Estimated Overlapping Debt………….. $1,604,637 The District…………………………………………………..... 1,100,000 (a)Current 100.00% 1,100,000 Total Direct and Estimated Overlapping Debt……………………………………………………………………..$2,704,637 Ratio of Total Direct and Estimated Overlapping Debt to: 2020 Certified Taxable Assessed Valuation………………………………………………………………………………………..11.49% 2020 Tax Rate per $100 of Taxable Assessed Valuation Brazos County………………………………………………................. 0.495000$ College Station ISD……………………………………………………. 1.223000 City of College Station……………………………………………………. 0.534600 Total Overlapping Tax Rate…………………………………………….. 2.252600$ The District……………………………………………………………… 0.500000 Total Tax Rate…………………………………………………………………….. 2.752600$ Page 62 of 176 29 Maintenance Tax The Board of Directors of the District has the statutory authority to levy and collect an annual ad valorem tax for maintenance of the District’s improvements, if such maintenance tax is authorized by vote of the District’s electors. Pursuant to an election held November 3, 2015, the Board was authorized to levy such a maintenance tax in an amount not to exceed $1.00 per $100 of taxable assessed valuation. Such tax is in addition to taxes which the District is authorized to levy for paying principal and interest on the District’s bonds. The District levied a maintenance tax for 2020 in the amount of $0.50 per $100 of taxable assessed valuation. Tax Collections The following statement of tax collections sets forth in condensed form the historical tax collection experience of the District. This summary has been prepared for inclusion herein, based upon information from the District’s Tax Assessor/Collector. Reference is made to these records for further and more complete information. ______________ (a) Net valuation represents final gross appraised value as certified by the Appraisal District less any exemptions granted. See "Tax Roll Information" below for gross appraised value and exemptions granted by the District. (b) Represents actual tax levy, including any adjustments by the Appraisal District, as of October 31, 2020. Taxes are due when billed and become delinquent if not paid before February 1 of the year following the year in which imposed. See "TAX PROCEDURES – Levy and Collection of Taxes." Tax Rate Distribution Tax Exemptions As discussed in the section titled “TAX PROCEDURES” herein, certain property in the District may be exempt from taxation by the District. The District may, but does not currently exempt any percentage of the market value of any residential homesteads from taxation. The Developer has executed Waivers of Special Appraisal, waiving their right to claim any agriculture or open space exemptions or any other type of exemption or valuation for the property they own within the District that would reduce the assessed value of such land below its market value for purposes of ad valorem taxation by the District. Such waivers are binding for periods of thirty years. Additional Penalties The District has contracted with a delinquent tax attorney to collect certain delinquent taxes. In connection with that contract, the District established an additional penalty of twenty percent (20%) of the tax to defray the costs of collection. This 20% penalty applies to taxes that either: (1) become delinquent on or after February 1 of a year, but not later than May 1 of that year, and that remain delinquent on April 1 (for personal property) and July 1 (for real property) of the year in which they become delinquent or (2) become delinquent on or after June 1, pursuant to Title 1 of the Texas Tax Code. Net Certified Total Collections Tax Taxable Tax Adjusted As of November 30, 2020 Year Valuation (a) Rate Tax Levy (b) Amount Percent 2017 3,992,557$ 0.50$ 19,963$ 19,963$ 100.00% 2018 9,892,250 0.50 49,461 49,461 100.00% 2019 14,659,986 0.50 73,300 73,300 100.00% 2020 23,545,860 0.50 117,729 (In Process of Collection) 2020 2019 Maintenance and Operations $0.50 $0.50 Debt Service 0.00 0.00 Total $0.50 $0.50 Page 63 of 176 30 Principal Taxpayers The following list of principal taxpayers was provided by the District’s Tax Assessor/Collector based upon the 2020 certified tax rolls, which reflect ownership at January 1, 2020. ____________________________ (a) Accel at College Station Transitional Care and Rehabilitation Center. (b) See “THE DEVELOPERS.” (c) d/b/a DR Horton. Summary of Assessed Valuation The following summary of the 2020 certified assessed valuation is provided by the District's Tax Assessor/Collector based on information contained in the 2020 tax rolls of the District. Information in this summary may differ slightly from the assessed valuations shown herein due to differences in dates of data. Tax Adequacy for Debt Service The calculations showing the tax rates necessary to pay the District’s average and maximum annual debt service requirements on the Bonds as shown below assume, solely for purposes of illustration, no increase or decrease in assessed valuation over the 2020 Taxable Assessed Valuation, collection of ninety-five percent (95%) of taxes levied, the sale of no additional bonds, and no other funds available for the payment of debt service. See "DEBT SERVICE REQUIREMENTS" and "RISK FACTORS - Impact on District Tax Rates." 2020 Certified % of 2020 Certified Assessed Assessed Taxpayer Type of Property Valuation Valuation LOA Brazos NH LLC (a) Land & Improvements $8,928,320 37.92% College Station Town Center Inc. (b) Land & Improvements 3,718,346 15.79% College Station Downtown Residental LLC (b) Land & Improvements 3,280,362 13.93% Continental Homes of Texas LP (c) Land & Improvements 3,194,360 13.57% Individual Land & Improvements 1,477,772 6.28% Stone Cross CS Land Holdings LLC Land & Improvements 1,263,088 5.36% 4121 Midtown Office Park LLC Land & Improvements 682,755 2.90% Bcnelson LLC Land & Improvements 110,389 0.47% Individual Land & Improvements 86,821 0.37% Individual Land & Improvements 82,737 0.35% Total for Principal Taxpayers 22,824,950$ 96.94% 2020 2019 2018 2017 Land $14,694,267 $7,471,466 $3,123,090 $2,754,033 Improvements 8,031,515 7,441,450 6,787,520 1,342,620 Personal Property 851,049 909,670 309,850 - Exempt Property (30971) (1,162,600) (328,210) (104,096) Total Assessed Valuation $23,545,860 $14,659,986 $9,892,250 $3,992,557 Projected Average annual debt service requirement (2021-2050)…………………………………………………………….$63,538 $0.29 tax rate on the 2020 Certified Taxable Assessed Valuation of $23,545,860 at a 95% collection rate produces………………………………………………………………………...$64,869 Projected Maximum annual debt service requirement (2030)…………………………………………………………….$70,200 $0.32 tax rate on the 2020 Certified Taxable Assessed Valuation of $23,545,860 at a 95% collection rate produces………………………………………………………………………...$71,579 Page 64 of 176 31 TAX PROCEDURES Property Tax Code and County-Wide Appraisal District The Texas Tax Code (the "Property Tax Code") requires, among other matters, county-wide appraisal and equalization of taxable property values and establishes in each county of the State of Texas a single appraisal district with the responsibility for recording and appraising property for all taxing units within a county and a single appraisal review board with the responsibility for reviewing and equalizing the values established by the appraisal district. The Brazos Central Appraisal District [(the "Appraisal District")] has the responsibility for appraising property for all taxing units wholly within Brazos County, including the District. Such appraisal values are subject to review and change by the Brazos County Appraisal Review Board (the "Appraisal Review Board"). Under certain circumstances, taxpayers and taxing units (such as the District) may appeal the orders of the Appraisal Review Board by filing a petition for review in State district court. In such event, the value of the property in question will be determined by the court or by a jury if requested by any party. Absent any such appeal, the appraisal roll, as prepared by the Appraisal District and approved by the Appraisal Review Board, must be used by each taxing jurisdiction in establishing its tax roll and tax rate. The District is eligible, along with all other conservation and reclamation districts within Brazos County, to participate in the nomination of and vote for a member of the Board of Directors of the Appraisal District Property Subject to Taxation by the District Except for certain exemptions provided by Texas law, all real property and tangible personal property in the District is subject to taxation by the District; however, it is expected that no effort will be made by the District to collect taxes on personal property other than on personal property rendered for taxation, business inventories and the property of privately owned utilities. Principal categories of exempt property include: property owned by the State of Texas or its political subdivisions if the property is used for public purposes; property exempt from ad valorem taxation by federal law; certain household goods, family supplies, and personal effects; farm products owned by the producer; all oil, gas and mineral interests owned by an institution of higher education; certain property owned by exclusively charitable organizations, youth development associations, religious organizations, and qualified schools; designated historical sites; solar and wind-powered energy devices; and most individually owned automobiles. In addition, the District may by its own action exempt residential homesteads of persons sixty-five (65) years or older or under a disability for purposes of payment of disability insurance benefits under the Federal Old-Age Survivors and Disability Insurance Act to the extent deemed advisable by the Board. The District would be required to call an election on such residential homestead exemption upon petition by at least twenty percent (20%) of the number of qualified voters who voted in the District's preceding election and would be required to offer such an exemption if a majority of voters approve it at such election. For the 2020 tax year, the District has not granted any such exemptions. The District must grant exemptions to disabled veterans or certain surviving dependents of disabled veterans, if requested, of between $5,000 and $12,000 of assessed valuation depending upon the disability rating of the veteran, if such rating is less than 100%. A veteran who receives a disability rating of 100% is entitled to an exemption for the full value of the veteran's residence homestead. Additionally, subject to certain conditions, the surviving spouse of a disabled veteran who is entitled to an exemption for the full value of the veteran's residence homestead is also entitled to an exemption from taxation of the total appraised value of the same property to which the disabled veteran's exemption applied. A partially disabled veteran or certain surviving spouses of partially disabled veterans are entitled to an exemption from taxation of a percentage of the appraised value of their residence homestead in an amount equal to the partially disabled veteran's disability rating if (i) the residence homestead was donated by a charitable organization at no cost to the disabled veteran or (ii) the residence was donated by a charitable organization at some cost to the disabled veteran if such cost is less than or equal to fifty percent (50%) of the total good faith estimate of the market value of the residence as of the date the donation is made. Also, the surviving spouse of (i) a member of the armed forces or (ii) a first responder as defined under Texas law, who was killed in action is, subject to certain conditions, entitled to an exemption of the total appraised value of the surviving spouse's residence homestead, and subject to certain conditions, an exemption up to the same amount may be transferred to a subsequent residence homestead of the surviving spouse. A "Freeport Exemption" applies to goods, wares, merchandise, other tangible personal property and ores, other than oil, natural gas, and petroleum products (defined as liquid and gaseous materials immediately derived from refining oil or natural gas), and to aircraft or repair parts used by a certified air carrier acquired in or imported into Texas which are destined to be forwarded outside of Texas and which are detained in Texas for assembling, storing, manufacturing, processing or fabricating for less than 175 days. Although certain taxing units may take official action to tax such property in transit and negate such exemption, the District does not have such an option. A "Goods-in-Transit" Page 65 of 176 32 Exemption is applicable to certain tangible personal property, as defined by the Property Tax Code, acquired in or imported into Texas for storage purposes and which is stored under a contract of bailment by a public warehouse operator at one or more public warehouse facilities in Texas that are not in any way owned or controlled by the owner of such property for the account of the person who acquired or imported such property. The exemption excludes oil, natural gas, petroleum products, aircraft and certain special inventory including dealer's motor vehicles, dealer's vessel and outboard motor vehicle, dealer's heavy equipment and retail manufactured housing inventory. The exemption applies to covered property if it is acquired in or imported into Texas for assembling, storing, manufacturing, processing, or fabricating purposes and is subsequently forwarded to another location inside or outside of Texas not later than 175 days after acquisition or importation. A property owner who receives the Goods-in-Transit Exemption is not eligible to receive the Freeport Exemption for the same property. Local taxing units such as the District may, by official action and after public hearing, tax goods-in-transit personal property. A taxing unit must exercise its option to tax goods-in-transit property before January 1 of the first tax year in which it proposes to tax the property at the time and in the manner prescribed by applicable law. However, taxing units who took official action as allowed by prior law before October 1, 2011, to tax goods-in-transit property, and who pledged such taxes for the payment of debt, may continue to impose taxes against the goods-in-transit property until the debt is discharged without further action, if cessation of the imposition would impair the obligations of the contract by which the debt was created. The District has not exercised its option to tax goods-in-transit personal property but may choose to do so in the future. General Residential Homestead Exemption Texas law authorizes the governing body of each political subdivision in the State of Texas to exempt up to twenty percent (20%) of the appraised value of residential homesteads, but not less than $5,000 if any exemption is granted, from ad valorem taxation. The law provides, however, that where ad valorem taxes have previously been pledged for the payment of debt, the governing body of a political subdivision may continue to levy and collect taxes against the exempt value of the homesteads until the debt is discharged, if the cessation of the levy would impair the obligations of the contract by which the debt was created. For the 2020 tax year, the District has not granted a general residential homestead exemption. Tax Abatement The City, Brazos County, or the District may designate all or part of the District as a reinvestment zone, and the District, Brazos County, and the City may thereafter enter into tax abatement agreements with the owners of property within the zone. The tax abatement agreements may exempt from ad valorem taxation, by the applicable taxing jurisdictions, and by the District, for a period of up to ten (10) years, all or any part of any increase in the assessed valuation of property covered by the agreement over its assessed valuation in the year in which the agreement is executed, on the condition that the property owner make specified improvements or repairs to the property in conformity with a comprehensive plan. According to the District's Tax Assessor/Collector, to date, none of the area within the District has been designated as a reinvestment zone. Valuation of Property for Taxation Generally, property in the District must be appraised by the Appraisal District at market value as of January 1 of each year. Assessments under the Property Tax Code are to be based upon one hundred percent (100%) of market value. The appraised value of residential homestead property may be limited to the lesser of the market value of the property, or the sum of the appraised value of the property for the last year in which it was appraised, plus ten percent (10%) of such appraised value multiplied by the number of years since the last appraisal, plus the market value of all new improvements to the property. Once an appraisal roll is prepared and approved by the Appraisal Review Board, it is used by the District in establishing its tax rate. The Property Tax Code requires the Appraisal District to implement a plan for periodic reappraisal of property to update appraised values. The plan must provide for appraisal of all real property by the Appraisal District at least once every three (3) years. It is not known what frequency of reappraisal will be utilized by the Appraisal District or whether reappraisals will be conducted on a zone or county-wide basis. Agricultural, Open Space, Timberland and Inventory Deferment The Property Tax Code permits land designated for agricultural use (including wildlife management), open space, or timberland to be appraised at its value based on the land's capacity to produce agriculture or timber products rather than at its fair market value. The Property Tax Code permits, under certain circumstances, that residential real property Page 66 of 176 33 inventory held by a person in the trade or business be valued at the price all such property would bring if sold as a unit to a purchaser who would continue the business. Landowners wishing to avail themselves of any of such designations must apply for the designation, and the Appraisal District is required by the Property Tax Code to act on each claimant's right to the designation individually. A claimant may waive the special valuation as to taxation by some political subdivisions and not as to others. If a claimant receives the designation and later loses it by changing the use of the property or selling it to an unqualified owner, the District can collect taxes based on the new use for the three (3) years prior to the loss of the designation for agricultural, timberland or open space land. According to the District's Tax Assessor/Collector, as of January 1, 2020, 10.35 acres of the land within the District are designated for agricultural use. The Property Tax Code provides for a temporary exemption from ad valorem taxation of a portion of the appraised value of certain property that is at least 15% damaged by a disaster and located within an area declared to be a disaster area by the governor of the State of Texas. This temporary exemption is automatic if the disaster is declared prior to a taxing unit, such as the District, adopting its tax rate for the tax year. A taxing unit, such as the District, may authorize the exemption at its discretion if the disaster is declared after the taxing unit has adopted its tax rate for the tax year. The amount of the exemption is based on the percentage of damage and is prorated based on the date of the disaster. Upon receipt of an application submitted within the eligible timeframe by a person who qualifies for a temporary exemption under the Property Tax Code, the Appraisal District is required to complete a damage assessment and assign a damage assessment rating to determine the amount of the exemption. The temporary exemption amounts established in the Property Tax Code range from 15% for property less than 30% damaged to 100% for property that is a total loss. Any such temporary exemption granted for disaster-damaged property expires on January 1 of the first year in which the property is reappraised. District and Taxpayer Remedies Under certain circumstances, taxpayers and taxing units, including the District, may appeal orders of the Appraisal Review Board by filing a petition for review in district court within forty-five (45) days after notice is received that a final order has been entered. In such event, the property value in question may be determined by the court, or by a jury, if requested by any party. Additionally, taxing units may bring suit against the Appraisal District to comply with the Property Tax Code. The District may challenge the exclusion of property from the appraisal rolls or the grant, in whole or in part, of an exemption. Texas law provides for notice and hearing procedures prior to the adoption of an ad valorem tax rate by the District. Additionally, under certain circumstances, an election would be required to determine whether to approve the adopted total tax rate. See "ROLLBACK OF OPERATION AND MAINTENANCE TAX RATE." The Property Tax Code also establishes a procedure for notice to property owners of reappraisals reflecting increased property values, appraisals that are higher than renditions and appraisals of property not previously on an appraisal roll. Levy and Collection of Taxes The District is responsible for the collection of its taxes unless it elects to transfer such functions to another governmental entity. The District adopts its tax rate each year after it receives a tax roll certified by the Appraisal District. Taxes are due upon receipt of a bill therefor, and become delinquent after January 31 of the following year or 30 days after the date billed, whichever is later, or, if billed after January 10, they are delinquent on the first day of the month next following the 21st day after such taxes are billed. A delinquent tax accrues interest at a rate of one percent (1%) for each month or portion of a month the tax remains unpaid beginning the first calendar month it is delinquent. A delinquent tax also incurs a penalty of six percent (6%) of the amount of the tax for the first calendar month it is delinquent plus a one percent (1%) penalty for each additional month or portion of a month the tax remains unpaid prior to July 1 of the year in which it becomes delinquent. However, a tax delinquent on July 1 incurs a total penalty of twelve percent (12%) of the amount of the delinquent tax without regard to the number of months the tax has been delinquent, which penalty remains at such rate without further increase. If the tax is not paid by July 1, an additional penalty of up to the amount of the compensation specified in the District's contract with its delinquent tax collection attorney, but not to exceed twenty percent (20%) of the total tax, penalty and interest, may, under certain circumstances, be imposed by the District. With respect to personal property taxes that become delinquent on or after February 1 of a year and that remain delinquent sixty (60) days after the date on which they become delinquent, as an alternative to the penalty described in the foregoing sentence, an additional penalty on personal property of up to the amount specified in the District's contract with its delinquent tax attorney, but not to exceed twenty percent (20%) of the total tax, penalty and interest, may, under certain circumstances, be imposed by the District prior to July 1. The Page 67 of 176 34 District's contract with its delinquent tax collection attorney currently specifies a twenty percent (20%) additional penalty. The District may waive penalties and interest on delinquent taxes only for the items specified in the Texas Property Tax Code. The Property Tax Code also makes provision for the split payment of taxes, discounts for early payment and the postponement of the delinquency of taxes under certain circumstances. The owner of a residential homestead property who is (i) a person sixty-five (65) years of age or older, (ii) under a disability for purpose of payment of disability insurance benefits under the Federal Old Age Survivors and Disability Insurance Act, or (iii) qualifies as a disabled veteran under Texas law, is also entitled by law to pay current taxes on a residential homestead in installments or to defer the payment of taxes without penalty during the time of ownership. Additionally, a person who is delinquent on taxes for a residential homestead is entitled to an agreement with the District to pay such taxes in installments over a period of between 12 and 36 months (as determined by the District) when such person has not entered into another installment agreement with respect to delinquent taxes with the District in the preceding 24 months. Rollback of Operation and Maintenance Tax Rate During the 86th Regular Legislative Session, Senate Bill 2 ("SB 2") was passed and signed by the Governor, with an effective date (as to those provisions discussed herein) of January 1, 2020, and the provisions described herein are effective beginning with the 2020 tax year. See "SELECTED FINANCIAL INFORMATION" for a description of the District's current total tax rate. Debt service and contract tax rates cannot be reduced by a rollback election held within any of the districts described below. SB 2 classifies certain special purpose districts, including the District, differently based on their current operation and maintenance tax rate or on the percentage of projected build-out that a district has completed. Districts that have adopted an operation and maintenance tax rate for the current year that is 2.5 cents or less per $100 of taxable value are classified herein as "Low Tax Rate Districts." Districts that have financed, completed, and issued bonds to pay for all land, improvements and facilities necessary to serve at least 95% of the projected build-out of the district are classified as "Developed Districts." Districts that do not meet either of the classifications previously discussed can be classified herein as "Developing Districts." The impact each classification has on the ability of a district to increase its maintenance and operations tax rate pursuant to SB 2 is described for each classification below. Low Tax Rate Districts Low Tax Rate Districts that adopt a total tax rate that would impose more than 1.08 times the amount of the total tax imposed by such district in the preceding tax year on a residence homestead appraised at the average appraised value of a residence homestead in the district, subject to certain homestead exemptions, are required to hold an election within the district to determine whether to approve the adopted total tax rate. If the adopted total tax rate is not approved at the election, the total tax rate for a Low Tax Rate District is the current year's debt service and contract tax rate plus the operation and maintenance tax rate that would impose 1.08 times the amount of operation and maintenance tax imposed by the district in the preceding year on a residence homestead appraised at the average appraised value of a residence homestead in the district in that year, subject to certain homestead exemptions. Developed Districts Developed Districts that adopt a total tax rate that would impose more than 1.035 times the amount of the total tax imposed by the district in the preceding tax year on a residence homestead appraised at the average appraised value of a residence homestead in the district, subject to certain homestead exemptions, plus any unused increment rates, as calculated and described in Section 26.013 of the Tax Code, are required to hold an election within the district to determine whether to approve the adopted total tax rate. If the adopted total tax rate is not approved at the election, the total tax rate for a Developed District is the current year's debt service and contract tax rate plus the operation and maintenance tax rate that would impose 1.035 times the amount of operation and maintenance tax imposed by the district in the preceding year on a residence homestead appraised at the average appraised value of a residence homestead in the district in that year, subject to certain homestead exemptions, plus any unused increment rates. In addition, if any part of a Developed District lies within an area declared for disaster by the Governor of Texas or President of the United States, alternative procedures and rate limitations may apply for a temporary period. If a district qualifies as both a Low Tax Rate District and a Developed District, the district will be subject to the operation and maintenance tax threshold applicable to Low Tax Rate Districts. Page 68 of 176 35 Developing Districts Districts that do not meet the classification of a Low Tax Rate District or a Developed District can be classified as Developing Districts. The qualified voters of these districts, upon the Developing District's adoption of a total tax rate that would impose more than 1.08 times the amount of the total tax imposed by such district in the preceding tax year on a residence homestead appraised at the average appraised value of a residence homestead in the district, subject to certain homestead exemptions, are authorized to petition for an election to reduce the operation and maintenance tax rate. If an election is called and passes, the total tax rate for Developing Districts is the current year's debt service and contract tax rate plus the operation and maintenance tax rate that would impose 1.08 times the amount of operation and maintenance tax imposed by the district in the preceding year on a residence homestead appraised at the average appraised value of a residence homestead in the district in that year, subject to certain homestead exemptions.. The District A determination as to a district’s status as a Low Tax Rate District, Developed District or Developing District will be made by the Board of Directors on an annual basis. The District cannot give any assurances as to what its classification will be at any point in time or whether the District's future tax rates will result in a total tax rate that will reclassify the District into a new classification and new election calculation. District’s Rights in the Event of Tax Delinquencies Taxes levied by the District are a personal obligation of the owner of the property against which the tax is levied. In addition, on January 1 of each year, a tax lien attaches to property to secure the payment of all taxes, penalties, and interest ultimately imposed for the year on the property. The lien exists in favor of each taxing unit, including the District, having power to tax the property. The District’s tax lien is on a parity with tax liens of such other taxing units. See “ESTIMATED OVERLAPPING DEBT STATEMENT-Overlapping Tax Rates for 2020.” A tax lien on real property takes priority over the claim of most creditors and other holders of liens on the property encumbered by the tax lien, whether or not the debt or lien existed before the attachment of the tax lien. Further, personal property under certain circumstances is subject to seizure and sale for the payment of delinquent taxes, penalties, and interest. Except with respect to (i) owners of residential homestead property who are sixty-five (65) years of age or older or under a disability as described above and who have filed an affidavit as required by law and (ii) owners of residential homesteads who have entered into an installment agreement with the District for payment of delinquent taxes as described above and who are not in default under said agreement, at any time after taxes on property become delinquent, the District may file suit to foreclose the lien securing payment of the tax, to enforce personal liability for the tax, or both. In filing a suit to foreclose a tax lien on real property, the District must join other taxing units that have claims for delinquent taxes against all or part of the same property. Collection of delinquent taxes may be adversely affected by the amount of taxes owed to other taxing units, by the effects of market conditions on the foreclosure sale price, or by taxpayer redemption rights (a taxpayer may redeem property that is a residence homestead or was designated for agricultural use within two (2) years after the deed issued at foreclosure is filed of record and may redeem all other property within six (6) months after the deed issued at foreclosure is filed of record) or by bankruptcy proceedings which restrict the collection of taxpayer debt. The District's ability to foreclose its tax lien or collect penalties and interest may be limited on property owned by a financial institution which is under receivership by the Federal Deposit Insurance Corporation pursuant to the Federal Deposit Insurance Act, 12 U.S.C. 1825, as amended. Generally, the District's tax lien and a federal tax lien are on par with the ultimate priority being determined by applicable federal law. See "RISK FACTORS --Tax Collection Limitations." Tax Payment Installments after Disaster Certain qualified taxpayers, including owners of residential homesteads, located within a natural disaster area and whose property has been damaged as a direct result of the disaster, are entitled to enter into a tax payment installment agreement with a taxing jurisdiction such as the District if the taxpayer pays at least one-fourth of the tax bill imposed on the property by the delinquency date. The remaining taxes may be paid without penalty or interest in three equal installments within six months of the delinquency date. Page 69 of 176 36 GENERAL FUND Operating Statement The following statement sets forth in condensed form the historical results of operation of the District’s General Fund. The City operates the water and sewer system that serves the District, so the District collects no net revenues from operating the system. Such summary is based upon information obtained from the District’s audited financial statements for fiscal year May 31, 2020. Reference is made to such records and statements for further and more complete information. [TO COME] Page 70 of 176 37 DEBT SERVICE REQUIREMENTS The following table sets forth the estimated debt service requirements for the Bonds at an assumed interest rate of 3.75% per annum. Calendar Debt Service on the Bonds Year Principal Interest Total 2021 -$ 25,667$ 25,667$ 2022 25,000 44,000 69,000 2023 25,000 43,000 68,000 2024 25,000 42,000 67,000 2025 25,000 41,000 66,000 2026 30,000 40,000 70,000 2027 30,000 38,800 68,800 2028 30,000 37,600 67,600 2029 30,000 36,400 66,400 2030 35,000 35,200 70,200 2031 35,000 33,800 68,800 2032 35,000 32,400 67,400 2033 35,000 31,000 66,000 2034 40,000 29,600 69,600 2035 40,000 28,000 68,000 2036 35,000 26,400 61,400 2037 35,000 25,000 60,000 2038 35,000 23,600 58,600 2039 35,000 22,200 57,200 2040 40,000 20,800 60,800 2041 40,000 19,200 59,200 2042 40,000 17,600 57,600 2043 45,000 16,000 61,000 2044 45,000 14,200 59,200 2045 45,000 12,400 57,400 2046 50,000 10,600 60,600 2047 50,000 8,600 58,600 2048 55,000 6,600 61,600 2049 55,000 4,400 59,400 2050 55,000 2,200 57,200 Total 1,100,000$ 768,267$ 1,868,267$ Projected Average Annual Debt Service Requirements (2021-2050)………………………………………………………………………$63,538 Projected Maximum Annual Debt Service Requirements (2030)…………………………………………………………………..$70,200 Page 71 of 176 38 LEGAL MATTERS Legal Opinions The District will furnish to the Initial Purchaser a transcript of certain certified proceedings incident to the issuance and authorization of the Bonds, including a certified copy of the approving legal opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect that the Attorney General has examined a transcript of proceedings authorizing the issuance of the Bonds, and that based upon such examination, the Bonds are valid and binding obligations of the District payable from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied upon all taxable property within the District. The District will also furnish the approving legal opinion of Schwartz, Page & Harding, L.L.P., Houston, Texas, Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding obligations of the District under the Constitution and laws of the State of Texas, except to the extent that enforcement of the rights and remedies of the Registered Owners of the Bonds may be limited by laws relating to bankruptcy, reorganization, or other similar laws of general application affecting the rights of creditors of political subdivisions such as the District and to the effect that interest on the Bonds is excludable from gross income for federal income tax purposes under the statutes, regulations, published rulings and court decisions existing on the date of such opinion, assuming compliance by the District with certain covenants relating to the use and investment of the proceeds of the Bonds. See "Tax Exemption" below. The legal opinion of Bond Counsel will further state that the Bonds are payable, both as to principal and interest, from the levy of ad valorem taxes, without legal limitation as to rate or amount, upon all taxable property within the District. Bond Counsel's opinion will also address the matters described below. In addition to serving as Bond Counsel, Schwartz, Page & Harding, L.L.P., also serves as counsel to the District on matters not related to the issuance of bonds. The legal fees to be paid to Bond Counsel for services rendered in connection with the issuance of the Bonds are based upon a percentage of bonds actually issued, sold and delivered, and, therefore, such fees are contingent upon the sale and delivery of the Bonds. Certain legal matters will be passed upon for the District by McCall, Parkhurst & Horton, L.L.P., Houston, Texas, as Disclosure Counsel. The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Legal Proceedings In its capacity as Bond Counsel, Schwartz, Page & Harding, L.L.P., has reviewed the information appearing in this Official Statement under the captioned sections "THE BONDS," "THE DISTRICT - General," "Management of the District - Bond Counsel and General Counsel," UTILITY AGREEMENT BETWEEN THE DISTRICT AND THE CITY OF COLLEGE STATION," "TAX PROCEDURES," and "LEGAL MATTERS" solely to determine whether such information fairly summarizes the law and documents referred to therein. Such firm has not independently verified factual information contained in this Official Statement, nor has such firm conducted an investigation of the affairs of the District for the purpose of passing upon the accuracy or completeness of this Official Statement. No person is entitled to rely upon such firm's limited participation as an assumption of responsibility for, or an expression of opinion of any kind with regard to, the accuracy or completeness of any of the other information contained herein. Tax Exemption On the date of initial delivery of the Bonds, Bond Counsel will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof ("Existing Law"), (1) interest on the Bonds for federal income tax purposes will be excludable from the "gross income" of the holders thereof, and (2) the Bonds will not be treated as "specified private activity bonds" the interest on which would be included as an alternative minimum tax preference item under Section 57(a)(5) of the Internal Revenue Code of 1986, as amended (the "Code"). Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt of interest on or disposition of the Bonds. Page 72 of 176 39 In rendering its opinion, Bond Counsel will rely upon, and assume continuing compliance with, (a) certain information and representations of the District, including information and representations contained in the District's federal tax certificate issued in connection with the Bonds, and (b) covenants of the District contained in the Bond Order relating to certain matters, including arbitrage and the use of the proceeds of the Bonds and the property financed or refinanced therewith. Failure by the District to observe the aforementioned representations or covenants could cause the interest on the Bonds to become taxable retroactively to the date of issuance. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. Bond Counsel's opinion is not a guarantee of a result. Existing Law, upon which Bond Counsel has based its opinion, is subject to change by Congress, administrative interpretation by the Department of the Treasury and to subsequent judicial interpretation. There can be no assurance that Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of ownership of the Bonds. Qualified Tax-Exempt Obligations Section 265(a) of the Code provides, in pertinent part, that interest paid or incurred by a taxpayer, including a "financial institution," on indebtedness incurred or continued to purchase or carry tax-exempt obligations is not deductible in determining the taxpayer's taxable income. Section 265(b) of the Code provides an exception to the disallowance of such deduction for any interest expense paid or incurred on indebtedness of a taxpayer that is a "financial institution" allocable to tax-exempt obligations, other than "private activity bonds," that are designated by a "qualified small issuer" as "qualified tax-exempt obligations." A "qualified small issuer" is any governmental issuer (together with any "on-behalf of" and "subordinate" issuers) who issues no more than $10,000,000 of tax-exempt obligations during the calendar year. Section 265(b)(5) of the Code defines the term "financial institution" as any "bank" described in Section 585(a)(2) of the Code, or any person accepting deposits from the public in the ordinary course of such person's trade or business that is subject to federal or state supervision as a financial institution. Notwithstanding the exception to the disallowance of the deduction of interest on indebtedness related to "qualified tax-exempt obligations" provided by Section 265(b) of the Code, Section 291 of the Code provides that the allowable deduction to a "bank," as defined in Section 585(a)(2) of the Code, for interest on indebtedness incurred or continued to purchase "qualified tax-exempt obligations" shall be reduced by twenty-percent (20%) as a "financial institution preference item." The District will designate the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. In furtherance of that designation, the District will covenant to take such action that would assure, or to refrain from such action that would adversely affect, the treatment of the Bonds as "qualified tax-exempt obligations." Potential purchasers should be aware that if the issue price to the public exceeds $10,000,000, there is a reasonable basis to conclude that the payment of a de minimis amount of premium in excess of $10,000,000 is disregarded; however, the Internal Revenue Service could take a contrary view. If the Internal Revenue Service takes the position that the amount of such premium is not disregarded, then such obligations might fail to satisfy the aforementioned dollar limitation and the Bonds would not be "qualified tax-exempt obligations." Collateral Federal Income Tax Consequences The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Bonds. This discussion is based on Existing Law which is subject to change or modification retroactively. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, including financial institutions, life insurance and property and casualty insurance companies, owners of interests in a FASIT, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, certain S corporations with accumulated earnings and profits and excess passive investment income, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health-insurance premium assistance credit, and individuals allowed an earned income credit. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIFIC PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP, AND DISPOSITION OF TAX- EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE BONDS. Page 73 of 176 40 Under Section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax- exempt obligation, such as the Bonds, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. State, Local and Foreign Taxes Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Bonds under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. Tax Accounting Treatment of Original Issue Discount and Premium Bonds The initial public offering price to be paid for one or more maturities of the Bonds may be less than the principal amount thereof or one or more periods for the payment of interest on the Bonds may not be equal to the accrued period or be in excess of one year (the "Original Issue Discount Bonds"). The difference between (i) the "stated redemption price at maturity" of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond constitutes original issue discount with respect to such Original Issue Discount Bond in the hands of any owner who has purchased such Original Issue Discount Bond in the initial public offering of the Bonds. The "stated redemption price at maturity" means the sum of all payments to be made on the Bonds less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under Existing Law, such initial owner is entitled to exclude from gross income (as defined in Section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the period that such Original Issue Discount Bond continues to be owned by such owner. See "Tax Exemption" herein for a discussion of certain collateral federal tax consequences. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. Under Existing Law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. ALL OWNERS OF ORIGINAL ISSUE DISCOUNT BONDS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE DETERMINATION FOR FEDERAL, STATE AND LOCAL INCOME TAX PURPOSES OF INTEREST ACCRUED UPON Page 74 of 176 41 REDEMPTION, SALE OR OTHER DISPOSITION OF SUCH ORIGINAL ISSUE DISCOUNT BONDS AND WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, REDEMPTION, SALE OR OTHER DISPOSITION OF SUCH ORIGINAL ISSUE DISCOUNT BONDS. The initial public offering price to be paid for certain maturities of the Bonds may be greater than the amount payable on such Bonds at maturity (the "Premium Bonds"). An amount equal to the difference between the initial public offering price of a Premium Bond (assuming that a substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes premium to the initial purchaser of such Premium Bonds. The basis for federal income tax purposes of a Premium Bond in the hands of such initial purchaser must be reduced each year by the amortizable bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial purchaser is determined by using such purchaser's yield to maturity. PURCHASERS OF THE PREMIUM BONDS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE DETERMINATION OF AMORTIZABLE BOND PREMIUM WITH RESPECT TO THE PREMIUM BONDS FOR FEDERAL INCOME TAX PURPOSES AND WITH RESPECT TO THE STATE AND LOCAL TAX CONSEQUENCES OF OWNING PREMIUM BONDS. NO MATERIAL ADVERSE CHANGE The obligations of the Initial Purchaser to take and pay for the Bonds, and of the District to deliver the Bonds, are subject to the condition that, up to the time of delivery of and receipt of payment for the Bonds, there shall have been no material adverse change in the condition (financial or otherwise) of the District from that set forth or contemplated in the Preliminary Official Statement. NO-LITIGATION CERTIFICATE The District will furnish the Initial Purchaser a certificate, executed by both the President or Vice President and Secretary or Assistant Secretary of the Board, and dated as of the date of delivery of the Bonds, to the effect that no litigation of any nature is pending or to its knowledge threatened, either in state or federal courts, contesting or attacking the Bonds; restraining or enjoining the levy, assessment and collection of ad valorem taxes to pay the interest or the principal of the Bonds; in any manner questioning the authority or proceedings for the issuance, execution or delivery of the Bonds; or affecting the validity of the Bonds or the title of the present officers of the District. SALE AND DISTRIBUTION OF THE BONDS Award of the Bonds After requesting competitive bids for the Bonds, the District accepted the bid resulting in the lowest net interest cost, which bid was tendered by _______________ (the “Initial Purchaser”) bearing the interest rates shown on the cover page hereof, at a price of _______% of the principal amount thereof plus accrued interest to the date of delivery which resulted in a net effective interest rate of _____% as calculated pursuant to Chapter 1204 of the Texas Government Code. Prices and Marketability The prices and other terms with respect to the offering and sale of the Bonds may be changed at any time by the Initial Purchaser after the Bonds are released for sale, and the Bonds may be offered and sold at prices other than the initial offering prices, including sales to dealers who may sell the Bonds into investment accounts. In connection with the offering of the Bonds, the Initial Purchaser may over-allot or effect transactions that stabilize or maintain the market prices of the Bonds at levels above those that might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The District has no control over trading of the Bonds in the secondary market. Moreover, there is no guarantee that a secondary market will be made in the Bonds. In such a secondary market, the difference between the bid and asked price of utility district bonds may be greater than the difference between the bid and asked price of bonds of Page 75 of 176 42 comparable maturity and quality issued by more traditional municipal entities, as bonds of such entities are more generally bought, sold, or traded in the secondary market. Securities Laws No registration statement relating to the offer and sale of the Bonds has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder. The Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been registered or qualified under the securities laws of any other jurisdiction. The District assumes no responsibility for registration or qualification of the Bonds under the securities laws of any other jurisdiction in which the Bonds may be offered, sold or otherwise transferred. This disclaimer of responsibility for registration or qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration or qualification provisions in such other jurisdiction. PREPARATION OF OFFICIAL STATEMENT Sources and Compilation of Information The financial data and other information contained in this Official Statement has been obtained primarily from the District’s records, the Developers, the Engineer, the Tax Assessor/Collector, the Appraisal District and information from certain other sources. All of these sources are believed to be reliable, but no guarantee is made by the District as to the accuracy or completeness of the information derived from sources other than the District, and its inclusion herein is not to be construed as a representation on the part of the District except as described below under “Certification of Official Statement.” Furthermore, there is no guarantee that any of the assumptions or estimates contained herein will be realized. The summaries of the agreements, reports, statutes, resolutions, engineering and other related information set forth in this Official Statement are included herein subject to all of the provisions of such documents. These summaries do not purport to be complete statements of such provisions, and reference is made to such documents for further information. Financial Advisor Post Oak Municipal Advisors LLC is employed as the Financial Advisor to the District to render certain professional services, including advising the District on a plan of financing and preparing the Official Statement, including the Official Notice of Sale and the Official Bid Form for the sale of the Bonds. In its capacity as Financial Advisor, Post Oak Municipal Advisors LLC has compiled and edited this Official Statement. In addition to compiling and editing, the Financial Advisor has obtained the information set forth herein under the caption indicated from the following sources: “THE DISTRICT” – College Station Town Center Inc. and College Station Downtown Residential LLC (“Developers”), EHRA Engineering (“Engineer”), and Records of the District (“Records”); “THE DEVELOPERS” – Developers; “THE ROAD SYSTEM” – Engineer; “UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED” - Records; “FINANCIAL STATEMENT (UNAUDITED)” - Brazos Central Appraisal District and B&A Municipal Tax Service LLC, Tax Assessor/Collector; “ESTIMATED OVERLAPPING DEBT STATEMENT” - Municipal Advisory Council of Texas and Financial Advisor; “TAX DATA” - B&A Municipal Tax Service LLC; “MANAGEMENT” – Records; “DEBT SERVICE REQUIREMENTS” - Financial Advisor; “THE BONDS,” “TAX PROCEDURES,” “LEGAL MATTERS,” and “TAX MATTERS” - Schwartz, Page & Harding, L.L.P.. The Financial Advisor has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the District and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. Consultants In approving this Official Statement, the District has relied upon the following consultants. Page 76 of 176 43 Engineer: The information contained in this Official Statement relating to engineering matters and to the description of the System and in particular that information included in the sections entitled "THE DISTRICT" and "THE ROAD SYSTEM" has been provided by EHRA Engineering and Schultz Engineering, LLC and has been included herein in reliance upon the authority of said firm as experts in the field of civil engineering. Appraisal District: The information contained in this Official Statement relating to the assessed valuations has been provided by the Brazos Central Appraisal District and has been included herein in reliance upon the authority of such entity as experts in assessing the values of property in Brazos County, including the District. Tax Assessor/Collector: The information contained in this Official Statement relating to the historical breakdown of the Assessed Valuation, principal taxpayers, and certain other historical data concerning tax rates and tax collections has been provided by B&A Municipal Tax Service, LLC and is included herein in reliance upon the authority of such entity as experts in assessing and collecting taxes. Auditor: As required by the Texas Water Code, the District retains an independent accountant to audit the District’s financial statements annually, which audited financial statements are filed with the Commission. The District’s financial statements for the fiscal year ended May 31, 2020 have been audited by BKD LLP. See "APPENDIX A" for a copy of the District’s May 31, 2020 audited financial statements. Bookkeeper: The information related to the “unaudited” summary of the District’s General Fund as it appears in “GENERAL FUND” has been provided by Municipal Accounts & Consulting, L.P. and is included herein in reliance upon the authority of such firm as experts in the tracking and managing the various funds of special districts. Updating the Official Statement If, subsequent to the date of the Official Statement, the District learns, through the ordinary course of business and without undertaking any investigation or examination for such purposes, or is notified by the Initial Purchaser, of any adverse event which causes the Official Statement to be materially misleading, and unless the Initial Purchaser elects to terminate its obligation to purchase the Bonds, the District will promptly prepare and supply to the Initial Purchaser an appropriate amendment or supplement to the Official Statement satisfactory to the Initial Purchaser; provided, however, that the obligation of the District to so amend or supplement the Official Statement will terminate when the District delivers the Bonds to the Initial Purchaser, unless the Initial Purchaser notifies the District on or before such date that less than all of the Bonds have been sold to ultimate customers, in which case the District’s obligations hereunder will extend for an additional period of time as required by law (but not more than 90 days after the date the District delivers the Bonds). Certification of Official Statement The District, acting through its Board of Directors in its official capacity, hereby certifies, as of the date hereof, that the information, statements, and descriptions or any addenda, supplement and amendment thereto pertaining to the District and its affairs contained herein, to the best of its knowledge and belief, contain no untrue statement of a material fact and do not omit to state any material fact necessary to make the statements herein, in light of the circumstances under which they are made, not misleading. With respect to information included in this Official Statement other than that relating to the District, the District has no reason to believe that such information contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading; however, the Board has made no independent investigation as to the accuracy or completeness of the information derived from sources other than the District. In rendering such certificate, the official executing this certificate may state that he has relied in part on his examination of records of the District relating to matters within his own area of responsibility, and his discussions with, or certificates or correspondence signed by, certain other officials, employees, consultants and representatives of the District. CONTINUING DISCLOSURE OF INFORMATION The offering of the Bonds qualifies for the Rule 15c2-12(d)(2) exemption from Rule 15c2-12(b)(5) of the United States Securities and Exchange Commission (the "SEC") regarding the District’s continuing disclosure obligations because the District does not have more than $10,000,000 in aggregate amount of bonds outstanding and no other person is committed by contract or other arrangement with respect to payment of the Bonds. In the Bond Order, the Page 77 of 176 44 District has made the following agreement for the benefit of the registered and beneficial owners of the Bonds. The District is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds subject to amendment to or repeal of same as set forth below. Under the agreement, the District will be obligated to provide certain financial information and operating data annually, and timely notice of specified events, to the Municipal Securities Rulemaking Board ("MSRB"). The MSRB has established the Electronic Municipal Market Access ("EMMA") system. Annual Reports The District will provide certain financial information and operating data which is customarily prepared by the District and is publicly available, annually to the MSRB. In addition, the District and the Developers have agreed to provide information with respect to the Developers, any person or entity to whom the Developers voluntarily assign (except as collateral) the right to receive a payment out of the proceeds from the sale of the bonds of the District, and each other person or entity, if any, to whom the District voluntarily makes or agrees or has agreed to make a payment out of such proceeds. The District and the Developers will be obligated to provide information concerning the Developers and any such other person or entity only if and so long as such person owns more than 20% of the taxable property within the District by value, as reflected by the most recently certified tax rolls (and without effect to special valuation provisions), such person has made tax or other payments to the District which were used or available to pay more than 20% of the District’s debt service requirements in the applicable fiscal year, or at the end of such fiscal year such person is obligated to the District to provide or pay for District facilities or debt in an amount which exceeds 20% of the amount of the District’s bonds then outstanding. The financial information and operating data which will be provided with respect to the District is found in APPENDIX A (Independent Auditor’s Report and Financial Statements) and with respect to the Developers is found in Appendix B (Financial Information Concerning the Developers). The District will update and provide this information to the MSRB within six months after the end of each of its fiscal years ending in or after 2021. Any information so provided shall be prepared in accordance with generally accepted accounting principles or other such principles as the District may be required to employ from time to time pursuant to state law or regulation, and audited if the audit report is completed within the period during which it must be provided. If the audit report is not complete within such period, then the District shall provide unaudited financial statements for the applicable fiscal year to the MSRB within such six-month period, and audited financial statements when the audit report becomes available. The District’s current fiscal year end is May 31. Accordingly, it must provide updated information by November 30 in each year, unless the District changes its fiscal year. If the District changes its fiscal year, it will notify the MSRB of the change. Event Notices The District will provide timely notices of certain specified events to the MSRB, but in no event will such notices be provided to the MSRB in excess of ten business days after the occurrence of an event. The District will provide notice of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non- payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of Beneficial Owners of the Bonds, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the District or other obligated person (13) consummation of a merger, consolidation, or acquisition involving the District or other obligated person or the sale of all or substantially all of the assets of the District or other obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of an definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) incurrence of a financial obligation of the District or other obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the District or other obligated person, any of which affect Beneficial Owners of the Bonds, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the District or other obligated person, any Page 78 of 176 45 of which reflect financial difficulties. The terms “obligated person” and “financial obligation” when used in this paragraph shall have the meanings ascribed to them under the Rule. The term “material” when used in this paragraph shall have the meaning ascribed to it under the federal securities laws. Neither the Bonds nor the Bond Order make any provision for debt service reserves or liquidity enhancement. In addition, the District will provide timely notice of any failure by the District to provide financial information, operating data, or financial statements in accordance with its agreement described above under “Annual Reports.” Availability of Information from MSRB The District has agreed to provide the foregoing information only to the MSRB. The MSRB makes the information available to the public without charge through the EMMA internet portal at www.emma.msrb.org. Limitations and Amendments The District has agreed to update information and to provide notices of specified events only as described above. The District has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The District makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The District disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although Registered or Beneficial Owners of Bonds may seek a writ of mandamus to compel the District to comply with its agreement. The District may amend its continuing disclosure agreement from time to time to adapt the changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the District, if but only if the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering made hereby in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and either the Registered Owners of a majority in aggregate principal amount of the outstanding Bonds consent to the amendment or any person unaffiliated with the District (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and Beneficial Owners of the Bonds. The District may amend or repeal the agreement in the Bond Order if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid or unenforceable, but only to the extent that its right to do so would not prevent the Initial Purchaser from lawfully purchasing the Bonds in the initial offering. If the District so amends the agreement, it has agreed to include with any financial information or operating data next provided in accordance with its agreement described above under “Annual Reports” an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. Compliance with Prior Undertakings The District has not previously entered into a continuing disclosure agreement made in accordance with SEC Rule 15c2-12. Page 79 of 176 46 MISCELLANEOUS All estimates, statements and assumptions in this Official Statement and the Appendices hereto have been made on the basis of the best information available and are believed to be reliable and accurate. Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact, and no representation is made that any such statements will be realized. This Official Statement was approved by the Board of Directors of Rock Prairie Management District No. 2, as of the date shown on the cover page. /s/ President, Board of Directors Rock Prairie Management District No. 2 ATTEST: /s/ Secretary, Board of Directors Rock Prairie Management District No. 2 Page 80 of 176 AERIAL PHOTOGRAPH (Approximate boundaries of the District as of November 2020) Page 81 of 176 Page 82 of 176 PHOTOGRAPHS The following photographs were taken in the District in November 2020, solely to illustrate the type of improvements which have been constructed in the District. The District cannot predict if any additional improvements will be constructed in the future. Page 83 of 176 Page 84 of 176 APPENDIX A Independent Auditor’s Report and Financial Statements for the fiscal year ended May 31, 2020 Page 85 of 176 APPENDIX B Unaudited Financial Information Concerning the Developers The Developers have delivered the unaudited financial information included in this APPENDIX B (the “Financial Information”) to the District for publication in connection with the District’s offer and sale of the Bonds. The Financial Information has been included herein solely as additional information concerning the financial condition and capability of the Developers. Such Financial Information is relevant, among other reasons, to the Developers’ ability to continue developing its land within the District and to pay ad valorem taxes thereon, and to preserve its financial investment in the District. The Developers are not responsible for, liable for, and has not made any commitment for payment of the Bonds or other obligations of the District, and the inclusion of the Financial Information herein should not be construed as an implication to that effect. The Developer has not made any legal commitment to the District or owners of the Bonds to continue development of land within the District and may sell or otherwise dispose of property within the District, or any other assets, at any time. Further, the Developers’ financial condition is subject to change, and, except as stated in this Official Statement under the section captioned “CONTINUING DISCLOSURE OF INFORMATION,” financial information concerning the Developers will not be provided by the District after the sale of the Bonds. Therefore, the District cautions that the Financial Information Concerning the Developers should not be construed or interpreted as an indication of the investment security of the Bonds. The Developer have represented to the District that the Financial Information relating to it has been prepared from their books and records, and fairly presents their financial condition. The Developers have also represented to the District that the Financial Information does not fail to disclose any material fact or omit to state any material facts necessary to make such Financial Information not misleading and that there has not been any material adverse change in the financial condition of the Developers since the date on which the Financial Information is presented. Page 86 of 176 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, GRANTING CONSENT TO ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2 FOR THE SALE AND ISSUANCE OF UNLIMITED TAX ROAD BONDS, SERIES 2021, IN AN AMOUNT NOT TO EXCEED $2,500,000 WHEREAS, the City of College Station, Texas (the "City") consented to the creation of Rock Prairie Management District No. 2 (the "District") on July 9, 2015, through Resolution No. 07-09- 15-02 (the "Consent Resolution"); and WHEREAS, on February 17, 2015, the City Council of the City approved a Utility and Road Agreement between the City and the District (the "Utility Agreement") which authorizes the District to issue, sell, and deliver bonds from time to time, as deemed necessary and appropriate by the Board of Directors of the District, for the purposes, in such form and manner as permitted or provided by federal law, the general laws of the State of Texas, and the Consent Resolution; and WHEREAS, the Utility Agreement further requires that the authorizing resolution of the District's Board of Directors be approved by the City Council to the extent such resolution is in compliance with the Consent Resolution; and WHEREAS, the District has requested the City's consent to the District's sale and issuance of Unlimited Tax Road Bonds, Series 2021, in an amount not to exceed $2,500,000 (the "Bonds"); and WHEREAS, the City Council has reviewed the District's request for consent to the sale and issuance of the Bonds and the certifications and documentation submitted by the District in support thereof, and has determined that the sale and issuance of the Bonds by the District complies with the terms of the Utility Agreement and Consent Resolution; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION THAT: PART 1: That the facts and recitations set forth in the preamble of this Resolution are hereby found to be true and correct. PART 2: That the City Council officially finds, determines, recites and declares that sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Texas Open Meetings Act, Texas Government Code, Chapter 551, as amended, and that this meeting has been open to the public as required by law at all times during which this Resolution and the subject matter thereof has been discussed, considered, and formally acted upon. The City Council further ratifies, approves, and confirms such written notice and the contents and posting thereof. Page 87 of 176 RESOLUTION NO. _______ Page 2 of 59 PART 3: That the City Council hereby consents to the sale and issuance of Unlimited Tax Road Bonds, Series 2021, in an amount not to exceed $2,500,000, and approves the authorizing resolution of the District's Board of Directors in substantially the form as attached in Exhibit A. PART 4: This Resolution shall take effect immediately from and after its passage. ADOPTED this the ____ day of _____________, 2021. ____________________________________ Karl Mooney, Mayor ATTEST: ____________________________________ Tanya D. Smith, City Secretary APPROVED: ____________________________________ Carla A. 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Pavement Striping and Markings Services Contract Renewal Sponsor:Donald Harmon, Director of Public Works Reviewed By CBC:City Council Agenda Caption:Presentation, discussion, and possible action regarding the approval of the first renewal option of a contract with D.I.J. Construction Incorporated for annual pavement striping and markings services in an amount not to exceed $250,000. Relationship to Strategic Goals: 1. Core Services and Infrastructure 2. Improving Mobility Recommendation(s): Staff recommends approval of this first contract renewal option with D.I.J. Construction Incorporated for the not-to-exceed amount of $250,000.00. Summary: After a segment of roadway is reconstructed or rehabilitated, the pavement markings to delineate the travel lanes, bike lanes, stop bars, etc. must be installed. City staff relies on the expertise and the resources of specialty contractors to perform this work. This contract renewal will also provide a way for the City to maintain existing roadway and/or city facility parking lot markings, which guide, warn, and regulate road users. This renewal term is for the period beginning February 17, 2021 through February 16, 2022. This is the first of two possible renewal options available. Contract No. 20300230 (BID 20-013) was approved on February 10, 2020. There is no price increase associated with this renewal. Budget & Financial Summary: Funds for striping roadways are budgeted and available in the Traffic Operations Signs and Markings Budget ($130,000). Other departments may use this contract for their striping needs. Reviewed & Approved by Legal: No Attachments: 1.Contract on file with the City Secretary's Office Page 146 of 176 1.Contract on file with the City Secretary’s Office Page 147 of 176 February 11, 2021 Item No. 3.5. Vaccination HUB Interlocal Agreement Sponsor:Jeff Capps, Deputy City Manager Reviewed By CBC:City Council Agenda Caption:Presentation, discussion, and possible action on an interlocal agreement between Brazos County, the City of College Station and the City of Bryan for the establishment and support of a COVID-19 vaccination HUB and to memorialize their commitment in equally sharing in the cost of supplies for the HUB with a maximum amount of $100,000. Relationship to Strategic Goals: Good Governance Core Services & Infrastructure Recommendation(s): Staff recommend that Council approve the interlocal agreement. Summary: City staff were contacted by representatives with Brazos County to assist in offsetting the costs to operate the Vaccine Distribution HUB that has been established at the Brazos Center. This is an ILA between the City of College Station, the City of Bryan, and Brazos County to split the costs of the Vaccine Distribution HUB three ways. Costs include any monetary expenditure for office supplies, medical supplies, cleaning supplies, food, contract labor, temporary labor and any other material substance, item, consumable or non-consumable needed to operate the HUB. Budget & Financial Summary: The agreement provides for a sharing of costs to support the vaccination HUB with a maximum of $100,000. Reviewed & Approved by Legal: No Attachments: 1.Mutual Funding Agreement Vaccine HUB Final Page 148 of 176 Vaccine HUB Mutual Funding Agreement Page 1 of 9 INTERLOCAL AGREEMENT FOR MUTUAL FUNDING BETWEEN BRAZOS COUNTY, CITY OF COLLEGE STATION, AND CITY OF BRYAN THIS INTERLOCAL AGREEMENT (“Agreement”) is entered into by and between BRAZOS COUNTY, a political subdivision of the State of Texas (Brazos County), the CITY OF COLLEGE STATION (College Station), a Texas home-rule municipal corporation, and the CITY OF BRYAN (Bryan), a Texas home rule municipal corporation. Each shall be referred to herein, individually as a “Party”, and collectively as the “Parties”. WHEREAS, Chapter 791 of the Texas Government Code, also known as the INTERLOCAL COOPERATION ACT, authorizes all local governments to contract with each other to provide a governmental function or service that each party to the contract is authorized to perform individually and in which the contract parties have a mutual interest; and WHEREAS, on March 11, 2020, the World Health Organization declared COVID-19 a worldwide pandemic; and WHEREAS, then President Donald Trump, Governor Greg Abbott, and County Judge Duane Peters have issued Declarations of Disaster for the United States, the State of Texas; and for Brazos County respectively; and WHEREAS, COVID-19 Vaccines have been given FDA Emergency Approval for use in the United States and are vital to reducing the spread of COVID-19 within our State and County; and WHEREAS, Brazos County, College Station, and Bryan have partnered with other entities, both private and governmental, to open a “Vaccination HUB” in Bryan, TX, which will provide vaccinations to Brazos County citizens and citizens in the surrounding area; and WHEREAS, Brazos County, College Station, and Bryan wish to agree to share the supply costs equally for the operation of the Vaccination HUB; and WHEREAS, all funds expended by the parties for the vaccination HUB will be from funds legally available to the parties; and WHEREAS, the governing bodies of each party find that the operation of the Vaccination HUB and the associated expenditure of funds to cover the cost of supplies is in their common interest and serves a public purpose. NOW, THEREFORE, in consideration of the mutual promises, benefits, and covenants made herein the Parties agree as follows: Page 149 of 176 Vaccine HUB Mutual Funding Agreement Page 2 of 9 I. DEFINITIONS The following terms shall have the following meanings when used in this Agreement: A. “HUB” means Brazos County Vaccination HUB B. “Parties” means Brazos County, City of College Station, and City of Bryan, Texas. C. “Costs” means any monetary expenditure for Office supplies, Medical Supplies, Cleaning Supplies, Food, Contract Labor, Temporary Labor, and any other material substance, item, consumable, or non-consumable needed to operate the HUB. D. “Agreement” means this Interlocal Agreement for Mutual Funding between the Parties for covering the cost for the Brazos County Vaccination HUB. II. PURPOSE The Purpose of this Agreement is to express the commitment of the Parties to support the operation of the HUB and memorialize their commitment to equally sharing in the Costs. III. TERMS, RIGHTS, OBJECTIVES AND DUTIES OF THE PARTIES A. This Agreement shall commence on February 1, 2021, and shall continue in full force and effect for one (1) year, until January 31, 2022. B. Brazos County agrees to: 1. An initial commitment of $50,000 (fifty thousand dollars) to cover Costs of the HUB. 2. Brazos County shall invoice each Party to this Agreement (other than itself) for one third (1/3) of the actual Costs for the HUB, on a quarterly basis, starting on May 1, 2021, and continuing every three (3) months thereafter. Included with each invoice will be a spreadsheet or similar documentation detailing the actual costs included in the invoice. Additional accounting records including, but not limited to, copies of invoices for actual costs will be made available by Brazos County. Payment shall be due and payable to Brazos County within thirty days (30) days of receipt of the invoice. All payments received by Brazos County shall be forwarded to the HUB to be used for Costs. 3. Exercise it’s purchasing power in a reasonable and prudent manner. 4. No later than the end of the term of this Agreement or within sixty (60) days of the closing of the HUB (whichever is later), Brazos County agrees to submit for reimbursement, if a Federal or State reimbursement program is available, the total amount of Costs paid by the Parties. Any reimbursement received by Brazos County shall be refunded to each Party (including Brazos County) at the rate of one third (1/3) Page 150 of 176 Vaccine HUB Mutual Funding Agreement Page 3 of 9 each. Any excess supplies remaining at the closing of the HUB shall be returned to the Parties at a split of one third (1/3) each. C. The City of College Station and the City of Bryan agree to: 1. Reimburse Brazos County for one third (1/3) each of the Costs paid by Brazos County in accordance with section III.B.2. 2. That any expenditures for Costs shall be at the County’s Discretion. D. The Parties agree: 1. This Agreement binds each Party to a maximum expenditure of one hundred thousand dollars ($100,000) for its share of the Costs, unless otherwise amended. 2. The Parties agree that each party is responsible for submitting for their own reimbursement from qualified programs in the event that there are additional costs that each Party incurs separately. 3. That the funds used by each to cover Costs and for reimbursement are otherwise legally available to the Party, and are not otherwise budgeted for this purpose, and are not grant funds, with the exception being funds received from a reimbursement grant, may be used. The Parties understand that in the event that the funds used are otherwise budgeted or otherwise consist of any Federal or State Grant Program that none of the Parties to this Agreement will be able to seek additional reimbursement, and each Party waives their right to collect and/or receive a refund from Brazos County and the Parties further release Brazos County from the requirement of seeking reimbursement of any kind. E. The Parties further agree to negotiate in good faith cost sharing for items that are not contemplated in this Agreement but could arise out of the operation of the HUB and may be later added to this Agreement by Amendment. IV. AGREEMENT INTERPRETATION AND VENUE The Parties covenant and agree that any litigation relating to this Agreement and the terms and conditions of the Agreement will be interpreted according to the laws of the State of Texas and venue shall be proper and exclusively in Brazos County, Texas. V. IMMUNITY It is expressly understood and agreed that, in the execution of this Agreement, no party waives, nor shall be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. Page 151 of 176 Vaccine HUB Mutual Funding Agreement Page 4 of 9 VI. HOLD HARMLESS To the extent permitted by the Constitution and the laws of the State of Texas, and subject to the limitations as to liability and damages in the Texas Tort Claims Act, and without waiving its governmental immunity, each Party agrees to hold harmless each other, its governing board, officials, officers, agents, employees and volunteers for any liability, loss, damages, claims or causes of action caused or asserted to have been caused directly or indirectly by any other party to this Agreement or any of its officials, officers, agents, employees or volunteers, or as the result of its performance under this Agreement. Each Party remains solely responsible for any legal defense and any civil liability due to the acts or omission of their employees. Notwithstanding any other terms in this Agreement, nothing is construed as a waiver of any legal defense or remedy of any nature to any claim against a Party. VII. SEVERABILITY If any of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, or conditions of the Agreement are for any reason held to be invalid, void, or unenforceable, the remainder of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants or conditions in this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. VIII. ASSIGNMENT No Party may assign the obligations of this Agreement to any other entity. IX. JOINT VENTURE AND AGENCY The relationship between the parties to this Agreement does not create a partnership or joint venture between the parties. This Agreement does not appoint any party as agent for the other party. X. TERMINATION OF AGREEMENT This Agreement will automatically terminate upon completion of the purpose of this Agreement. This Agreement may be renewed prior to its expiration upon the mutual consent of the parties in writing. Either Party may terminate this Agreement prior to notice to proceed date by providing the other Party with thirty (30) days prior written notice of termination. XI. AMENDMENT The terms and conditions of this Agreement may be amended upon mutual consent of all Parties. Mutual consent will be demonstrated by approval of each Party. No amendment to this Agreement shall be effective and binding unless and until it is reduced to writing, duly approved, and signed by the authorized representatives of all Parties. Page 152 of 176 Vaccine HUB Mutual Funding Agreement Page 5 of 9 XII. SURVIVAL Upon termination or expiration of this agreement the following provisions for reimbursement, costs and waiver shall survive: Sections III B. 2, III B. 4, III C. 1, III D. 2, 3, and 4. XIII. ENTIRE AGREEMENT This Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements, arrangements, or understandings between the Parties relating to the subject matter of this Agreement. No oral understandings, statements, promises, or inducements contrary to the terms of this agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any official, officer, agent, employee or volunteer of any Party before or after the execution of this Agreement shall affect or modify any of the terms or obligations hereunder. XIV. AUTHORITY TO CONTRACT Each Party has the full power and authority to enter into and perform this Agreement and the person signing this agreement on behalf of each Party has been properly authorized and empowered to enter into this Agreement. The persons executing this agreement hereby represent they have authorization to sign on behalf of their respective governmental bodies. XV. WAIVER Failure of any Party, at any time, to enforce the provisions of this Agreement, shall in no way constitute a waiver of that provision, nor in any way affect the validity of this agreement, any part hereof, or the right of either Party thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived, or breach excused, unless the waiver shall be in writing and signed by the Party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. XVI. MULTIPLE ORIGINALS It is understood and agreed that this Agreement may be executed in several identical counterparts, each of which shall be deemed an original for all purposes. XVII. EFFECTIVE DATE This Agreement is effective when signed by the last party signing, thereby making the Agreement fully executed. XVIII. NOTICE Any official notices by one Party to another must be in writing and sent by certified mail return receipt requested, and properly addressed to the respective Parties as stated below. Page 153 of 176 Vaccine HUB Mutual Funding Agreement Page 6 of 9 Brazos County Judge 300 East 29th Street, Suite 114 Bryan, Texas 77803 Tel: (979) 361-4102 Fax: (979) 823-6593 City of College Station PO Box 9960 1101 Texas Avenue South College Station, Texas 77842 Tel: (979) 764-3510 Fax: (979) 764-6377 City of Bryan PO Box 1000 Bryan, Texas 77805 Tel: (979) 209-5100 Fax: (979) 209-5106 [three signature pages follow] Page 154 of 176 Vaccine HUB Mutual Funding Agreement Page 7 of 9 EXECUTED this the _________ day of _____________________________, 2021 by Brazos County. COUNTY OF BRAZOS By: _______________________________ Duane Peters, Brazos County Judge ATTEST: APPROVED AS TO FORM: _______________________________ _______________________________ Steve Aldrich Russ Ford Commissioner, Precinct One Commissioner, Precinct Two _______________________________ _______________________________ Nancy Berry Irma Cauley Commissioner, Precinct Three Commissioner, Precinct Four Page 155 of 176 Vaccine HUB Mutual Funding Agreement Page 8 of 9 EXECUTED this the _________ day of _____________________________, 2021 by City of College Station. CITY OF COLLEGE STATION By: _______________________________ Karl Mooney, Mayor, City of College Station ATTEST: APPROVED AS TO FORM: ______________________________ _______________________________ Tanya Smith, City Secretary Carla A. Robinson, City Attorney Page 156 of 176 Vaccine HUB Mutual Funding Agreement Page 9 of 9 EXECUTED this the _________ day of _____________________________, 2021 by City of Bryan. CITY OF BRYAN By: _______________________________ Andrew Nelson, Mayor, City of Bryan ATTEST: APPROVED AS TO FORM: _______________________________ _______________________________ Mary Lynne Stratta, City Secretary Janis K. Hampton, City Attorney Page 157 of 176 February 11, 2021 Item No. 4.1. Ordinance Extending Mayoral Renewal of Disaster Declaration Sponsor:Jeff Capps, Deputy City Manager Reviewed By CBC:City Council Agenda Caption:Presentation, discussion, and possible action regarding an ordinance consenting to and extending the Mayor's renewal of a disaster declaration due to public health emergency. Relationship to Strategic Goals: Good Governance Recommendation(s): Staff recommend that Council adopt the ordinance. Summary: On March 17, 2020, the Mayor of College Station issued a proclamation declaring a state of disaster for the City of College Station resulting from the threat of a public health emergency resulting from coronavirus disease 2019, now designated SARSCoV2, (COVID-19). On March 18, 2020, the Mayor of College Station issued an order closing all bars, limiting restaurants to only take-out, drive-through, or delivery services and amended the declaration to limit gatherings to less than ten (10) people in the best interest of the public health, safety and welfare to protect life in College Station in response to COVID-19. On March 23, 2020, the College Station City Council adopted an Extension of Disaster Ordinance with Ordinance No. 2020-4164 extending the March 17, 2020, Disaster Declaration and extending the Mayor’s Order of March 18, 2020. On March 23, 2020, the Mayor of College Station issued a Second Mayoral Order mandating the citizens of College Station to shelter in place until Tuesday, April 7, 2020. On March 30, 2020, the College Station City Council adopted an ordinance consenting and approving the Second Mayoral Order. On April 21, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On April 23, 2020, the College Station City Council consented with Ordinance 2020-4169 to the Mayor’s April 21, 2020, Disaster Declaration Renewal. On May 22, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On May 28, 2020, the College Station City Council consented with Ordinance 2020-4181 to the Mayor’s May 22, 2020, Disaster Declaration Renewal. On June 22, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On June 25, 2020, the College Station City Council consented with Ordinance 2020-4195 to the Mayor’s June 22, 2020, Disaster Declaration Renewal. On June 25, 2020, the Mayor of College Station issued a Third Mayoral Order mandating face Page 158 of 176 coverings for commercial entities until Friday, July 10, 2020. On July 9, 2020, the College Station City Council consented with Ordinance No. 2020-4197 to the Third Mayoral Order of June 25, 2020, mandating commercial entities to require face coverings. On July 22, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On July 23, 2020, the College Station City Council consented with Ordinance 2020-4203 to the Mayor’s July 22, 2020, Disaster Declaration Renewal. On August 13, 2020, the Mayor of College Station issued a Fourth Mayoral Order delegating authority to the Texas A&M University President to approve gatherings over 10 people on state lands and facilities it owns or controls. On August 21, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On August 27, 2020, the College Station City Council consented with Ordinance 2020-4209 to the Mayor’s August 21, 2020, Disaster Declaration Renewal. On September 21, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On September 24, 2020, the College Station City Council consented with Ordinance 2020-4211 to the Mayor’s September 21, 2020, Disaster Declaration Renewal. On October 20, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On October 22, 2020, the College Station City Council consented with Ordinance 2020-4220 to the Mayor’s October 20, 2020, Disaster Declaration Renewal. On November 20, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On November 23, 2020, the College Station City Council consented with Ordinance 2020-4226 to the Mayor’s November 20, 2020, Disaster Declaration Renewal. On December 7, 2020, the Mayor of College Station issued a renewal to the Disaster Declaration. On December 10, 2020, the College Station City Council consented with Ordinance 2020-4231 to the Mayor’s December 7, 2020, Disaster Declaration Renewal. On January 8, 2021, the Mayor of College Station issued a renewal to the Disaster Declaration. On January 14, 2021, the College Station City Council consented with Ordinance 2021-4239 to the Mayor’s January 8, 2021, Disaster Declaration Renewal. On February 8, 2021, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020, July 22, 2020, August 21, 2020, September 21, 2020, October 20, 2020, November 20, 2020, December 7, 2020, and January 8, 2021. The conditions necessitating the declaration of a state of disaster and mayoral orders continue to exist. The Council needs to consent to and approve the Mayor's Disaster Declaration renewal. Budget & Financial Summary: N/A Reviewed & Approved by Legal: No Page 159 of 176 Attachments: 1.February 11 Ordinance Renewing Disaster Declaration Page 160 of 176 ORDINANCE NO.__________ DISASTER DECLARATION RENEWAL AND EXTENSION ORDINANCE WHEREAS, on March 17, 2020, the Mayor of College Station issued a proclamation declaring a state of disaster for the City of College Station resulting from the threat of a public health emergency resulting from coronavirus disease 2019, now designated SARS-CoV2, (COVID-19); and WHEREAS, on March 18, 2020, the Mayor of College Station issued an order closing all bars, limiting restaurants to only take-out, drive-through, or delivery services and amended the declaration to limit gatherings to less than ten (10) people in the best interest of the public health, safety and welfare to protect life in College Station in response to COVID-19; and WHEREAS; on March 23, 2020, the College Station City Council adopted an Extension of Disaster Ordinance with Ordinance No. 2020-4164 extending the March 17, 2020, Disaster Declaration and extending the Mayor’s Order of March 18, 2020; and WHEREAS, on March 23, 2020, the Mayor of College Station issued a Second Mayoral Order mandating the citizens of College Station to shelter in place until Tuesday, April 7, 2020; and WHEREAS; on March 30, 2020, the College Station City Council consented with Ordinance No. 2020-4166 to the Second Mayoral Order of March 23, 2020, mandating the citizens of College Station to shelter in place until Tuesday, April 7, 2020; and WHEREAS; on April 21, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, the order and amended disaster declaration proclaimed by the Mayor on March 18, 2020, both consented to and extended by the City Council on March 23, 2020, in Ordinance No. 2020-4164; and WHEREAS; on April 23, 2020, the College Station City Council consented with Ordinance 2020- 4169 to the Mayor’s April 21, 2020, Disaster Declaration Renewal; and WHEREAS; on May 22, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, and April 21, 2020; and WHEREAS; on May 28, 2020, the College Station City Council consented with Ordinance 2020- 4181 to the Mayor’s May 22, 2020, Disaster Declaration Renewal; and WHEREAS; on June 22, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, and May 22, 2020; and Page 161 of 176 Ordinance No Page 2 of 5 WHEREAS; on June 25, 2020, the College Station City Council consented with Ordinance 2020- 4195 to the June 22, 2020, Disaster Declaration Renewal; and WHEREAS, on June 25, 2020, the Mayor of College Station issued a Third Mayoral Order mandating commercial entities to require face coverings from: 6:00 A.M., Monday, June 29, 2020, and ending at 11:59 P.M., Friday, July 10, 2020; and WHEREAS; on July 9, 2020, the College Station City Council consented with Ordinance No. 2020-4197 to the Third Mayoral Order of June 25, 2020, mandating commercial entities to require face coverings; and WHEREAS; on July 22, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, and June 22, 2020; and WHEREAS; on July 23, 2020, the College Station City Council consented with Ordinance 2020- 4203 to the June 22, 2020, Disaster Declaration Renewal; and WHEREAS, on August 13, 2020, the Mayor of College Station issued a Fourth Mayoral Order delegating authority to the Texas A&M University President to approve gatherings over 10 people on state lands and facilities it owns or controls; and WHEREAS; on August 21, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020, and July 22, 2020; and WHEREAS; on August 27, 2020, the College Station City Council consented with Ordinance 2020-4209 to the June 22, 2020, Disaster Declaration Renewal; and WHEREAS; on September 21, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020, July 22, 2020 and August 21, 2020; and WHEREAS; on September 24, 2020, the College Station City Council consented with Ordinance 2020-4211 to the September 21, 2020, Disaster Declaration Renewal; and WHEREAS; on October 20, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020, July 22, 2020, August 21, 2020; and September 21, 2020 and WHEREAS; on October 22, 2020, the College Station City Council consented with Ordinance 2020-4220 to the October 20, 2020, Disaster Declaration Renewal; and Page 162 of 176 Ordinance No Page 3 of 5 WHEREAS; on November 20, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, and October 20, 2020 and WHEREAS; on November 23, 2020, the College Station City Council consented with Ordinance 2020-4226 to the November 20, 2020, Disaster Declaration Renewal; and WHEREAS; on December 7, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, October 20, 2020, and November 20, 2020 and WHEREAS; on December 10, 2020, the College Station City Council consented with Ordinance 2020-4231 to the November 20, 2020, Disaster Declaration Renewal; and WHEREAS; on January 8, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, October 20, 2020, November 20, 2020 and December 7, 2020 and WHEREAS; on January 14, 2021, the College Station City Council consented with Ordinance 2020-4239 to the January 8, 2021, Disaster Declaration Renewal; and WHEREAS; on February 8, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, October 20, 2020, November 20, 2020, December 7, 2020, and January 8, 2021 and WHEREAS, said state of disaster requires that certain emergency measures be taken pursuant to the Texas Government Code, Chapter 418; and the following regulations shall take effect immediately upon issuance, and shall remain in effect until the state of disaster is terminated or as stated below; and WHEREAS, the conditions necessitating declaration of a state of disaster and mayoral orders continue to exist; and WHEREAS, said state of disaster requires that certain emergency measures be taken pursuant to the Texas Government Code, Chapter 418; and the following regulations shall take effect immediately upon issuance, and shall remain in effect until the state of disaster is terminated or as stated below; and Page 163 of 176 Ordinance No Page 4 of 5 NOW THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF COLLEGE STATION: 1. That the state of disaster renewal proclaimed by the Mayor on February 8, 2021, as set out in Exhibit A is consented to and extended by the College Station City Council and shall continue until terminated by the College Station City Council. 2. This Ordinance is passed as an emergency measure and pursuant to local authority for emergency measures and shall become effective on the 11th day of February, 2021. PASSED AND ADOPTED, this 11th day of February, 2021. APPROVED: ATTEST: ___________________ ___________________ Mayor City Secretary APPROVED: ___________________ City Attorney Page 164 of 176 Ordinance No Page 5 of 5 EXHIBIT A DISASTER RENEWAL PROCLAIMED BY THE MAYOR ON FEBRUARY 8, 2020 Page 165 of 176 DECLARATION OF DISASTER RENEWAL WHEREAS, on March 17, 2020, the Mayor of College Station issued a proclamation declaring a state of disaster for the City of College Station resulting from the threat of a public health emergency resulting from coronavirus disease 2019, now designated SARS-CoV2, (COVID-19); and WHEREAS, on March 18, 2020, the Mayor of College Station issued an order closing all bars, limiting restaurants to only take-out, drive-through, or delivery services and amended the declaration to limit gatherings to less than ten (10) people in the best interest of the public health, safety and welfare to protect life in College Station in response to COVID-19; and WHEREAS; on March 23, 2020, the College Station City Council adopted an Extension of Disaster Ordinance with Ordinance No. 2020-4164 extending the March 17, 2020, Disaster Declaration and extending the Mayor’s Order of March 18, 2020; and WHEREAS, on March 23, 2020, the Mayor of College Station issued a Second Mayoral Order mandating the citizens of College Station to shelter in place until Tuesday, April 7, 2020; and WHEREAS; on March 30, 2020, the College Station City Council consented with Ordinance No. 2020-4166 to the Second Mayoral Order of March 23, 2020, mandating the citizens of College Station to shelter in place until Tuesday, April 7, 2020; and WHEREAS; on April 21, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, the order and amended disaster declaration proclaimed by the Mayor on March 18, 2020, both consented to and extended by the City Council on March 23, 2020, in Ordinance No. 2020-4164; and WHEREAS; on April 23, 2020, the College Station City Council consented with Ordinance 2020- 4169 to the Mayor’s April 21, 2020, Disaster Declaration Renewal; and WHEREAS; on May 22, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, and April 21, 2020; and WHEREAS; on May 28, 2020, the College Station City Council consented with Ordinance 2020- 4181 to the Mayor’s May 22, 2020, Disaster Declaration Renewal; and WHEREAS; on June 22, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, and May 22, 2020; and Page 166 of 176 Disaster Declaration Renewal Page 2 of 4 COVID-19 WHEREAS; on June 25, 2020, the College Station City Council consented with Ordinance 2020- 4195 to the June 22, 2020, Disaster Declaration Renewal; and WHEREAS, on June 25, 2020, the Mayor of College Station issued a Third Mayoral Order mandating commercial entities to require face coverings from: 6:00 A.M., Monday, June 29, 2020, and ending at 11:59 P.M., Friday, July 10, 2020; and WHEREAS; on July 9, 2020, the College Station City Council consented with Ordinance No. 2020-4197 to the Third Mayoral Order of June 25, 2020, mandating commercial entities to require face coverings; and WHEREAS; on July 22, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, and June 22, 2020; and WHEREAS; on July 23, 2020, the College Station City Council consented with Ordinance 2020- 4203 to the July 22, 2020, Disaster Declaration Renewal; and WHEREAS, on August 13, 2020, the Mayor of College Station issued a Fourth Mayoral Order delegating authority to the Texas A&M University President to approve gatherings over 10 people on state lands and facilities it owns or controls; and WHEREAS; on August 21, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; and July 22, 2020 and WHEREAS; on August 27, 2020, the College Station City Council consented with Ordinance 2020-4209 to the August 21, 2020, Disaster Declaration Renewal; and WHEREAS; on September 21, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, and August 21, 2020 and WHEREAS; on September 24, 2020, the College Station City Council consented with Ordinance 2020-4211 to the September 21, 2020, Disaster Declaration Renewal; and WHEREAS; on October 20, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, and September 21, 2020 and WHEREAS; on October 22, 2020, the College Station City Council consented with Ordinance 2020-4220 to the October 20, 2020, Disaster Declaration Renewal; and Page 167 of 176 Disaster Declaration Renewal Page 3 of 4 COVID-19 WHEREAS; on November 20, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, and October 20, 2020 and WHEREAS; on November 23, 2020, the College Station City Council consented with Ordinance 2020-4226 to the November 20, 2020, Disaster Declaration Renewal; and WHEREAS; on December 7, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, and October 20, 2020, and November 20, 2020 and WHEREAS; on December 10, 2020, the College Station City Council consented with Ordinance 2020-4231 to the December 7, 2020, Disaster Declaration Renewal; and WHEREAS; on January 8, 2020, the Mayor of College Station issued a proclamation pursuant to §418.014 of the Texas Government Code renewing the state of disaster proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, and October 20, 2020, November 20, 2020 and December 7, 2020 and WHEREAS; on January 14, 2021, the College Station City Council consented with Ordinance 2020-4239 to the January 8, 2021, Disaster Declaration Renewal; and WHEREAS, said state of disaster requires that certain emergency measures be taken pursuan t to the Texas Government Code, Chapter 418; and the following regulations shall take effect immediately upon issuance, and shall remain in effect until the state of disaster is terminated or as stated below; and WHEREAS, the conditions necessitating declaration of a state of disaster and mayoral orders continue to exist; and WHEREAS, said state of disaster requires that certain emergency measures be taken pursuant to the Texas Government Code, Chapter 418; and the following regulations shall take effect immediately upon issuance, and shall remain in effect until the state of disaster is terminated or as stated below; and Page 168 of 176 Disaster Declaration Renewal Page 4 of 4 COVID-19 NOW, THEREFORE, BE IT PROCLAIMED BY THE MAYOR OF THE CITY OF COLLEGE STATION: 1. Pursuant to §418.014 of the Texas Government Code the state of disaster is hereby renewed as proclaimed by the Mayor on March 17, 2020, April 21, 2020, May 22, 2020, June 22, 2020; July 22, 2020, August 21, 2020, September 21, 2020, October 20, 2020, November 20, 2020 December 7, 2020 and January 8, 2021 are renewed, until terminated by the College Station City Council. 2. Pursuant to §418.108(b) of the Texas Government Code, the state of disaster shall continue for a period of not more than seven days from the date of this declaration, unless continued or renewed by the City Council of College Station. 3. Pursuant to §418.108(c) of the Texas Government Code, this declaration of a local state of disaster shall be given prompt and general publicity and shall be filed promptly with the City Secretary. 4. That this proclamation shall take effect on February 8, 2021. DECLARED this 8th day of February, 2021. APPROVED: ATTEST: ___________________ ___________________ Mayor City Secretary APPROVED: ___________________ City Attorney Page 169 of 176 February 11, 2021 Item No. 4.2. Lick Creek Hike & Bike Parking Lot Construction Sponsor:Emily Fisher, Assistant Director of Public Works Reviewed By CBC:City Council Agenda Caption:Presentation, discussion, and possible action regarding approval for a construction contract in the amount of $329,427.52 with Aggieland Construction CRC for the Lick Creek Hike & Bike Trail Head & Parking Lot project. Relationship to Strategic Goals: 1. Core Services and Infrastructure Recommendation(s): Staff recommends approval. Summary: This project will construct a parking lot and trail head near the Lick Creek Hike & Bike Trail as shown on the attached map. The project also includes an access road to Midtown Drive that will also serve as a driveway for the CSU substation located just west of the proposed parking lot. The project was bid via sealed bid proposal in November 2020. Seven (7) sealed bids were submitted. The lowest bidder was not selected. Staff determined that the lowest bidder was not the most responsible bidder for this project as stated in the Invitation to Bid #21-023 section 5.0i. Therefore, the second lowest responsible bidder was selected. The base bid was accepted. The project is proposed to begin in March 2021 and is contracted to take 180 days to complete. Budget & Financial Summary: Budget in the amount of $427,188 and $4,292 is included for this project in the Streets and Electric Capital Projects Fund, respectfully. A total of $88,328 has been expended or committed to date, leaving a balance of $343,152 in the total project budget for this construction contract and related costs. Reviewed & Approved by Legal: No Attachments: 1.21-012 BID AWARD TABULATION 2.Project Location Map Template 2019 Page 170 of 176 BID #21-012 AWARD TABULATION LICK CREEK HIKE BIKE TRAILS Responding Supplier City State Bid Total Grand TTL w Alternates Palasota Contracting, LLC Bryan TX 283,032.50$ 331,679.00$ Aggieland Construction Wellborn TX 329,427.52$ 390,284.00$ Norman Construction Wellborn TX 359,748.71$ 425,480.95$ Palomares Construction Bryan TX 370,596.69$ 431,250.54$ Brazos Paving, Inc. (Prewitt) Bryan TX 373,944.35$ 432,431.35$ Dudley Construction College Station TX 426,129.15$ 491,379.65$ Ja Cody Construction College Station TX 456,951.69$ 525,667.64$ 21-012 TABULATION BID#21-012 AWARD TABULATION 1Page 171 of 176 SOUTHERNPLANTATION DRIVELICKCREEKTRIBUTARY12L ICKCREEKTRIBUTAR Y11L IC K C R EEKTR I B U T A R Y 1 3 L IC K C REEK CARROLL FANCHER WAYPUBLIC ALLEY CREAGOR LANELAKEWAY DRIVE CORPORATE PARKWAYFRONTAGE6 ROAD WEST FRONTAGE 6 ROAD EAST STATE HIGHWAY 6 S OFF RAMPSH6SSBTO WILLIAM DFITCHPKWY STATE HIGHWAY 6 S A A B B C C D D E E 5 5 4 4 3 3 2 2 1 1 STATE HIGHWAY 6 S S T A T E HIG HWAY6S BARRON ROADLegend Streets Functional Classification FREEW AY MAJOR ARTERIAL MAJOR COLLECTOR MINOR COLLECTOR LOCAL STREET PRIVATE STREET ALLEY ACCESS ROADS Property Parcels Rivers Project Location M apLick Creek Hike & Bike Parking Lot and Trail Head± ± Created: 1/22/2021 0 675 1,350 2,025 2,700 3,375168.75 337.5 506.25Feet Feet Overview Map DISCLAIMER: This product is for informational purposes and may not have been prepared for or besuitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground surveyand represents only the approximate relative location of property boundaries. No warranty is made bythe City of College Station regarding specific accuracy or completeness. Page 172 of 176 February 11, 2021 Item No. 4.3. LULAC Oak Hill request for rehabilitation funding Sponsor:Debbie Eller, Director of Community Services Reviewed By CBC:City Council Agenda Caption:Presentation, discussion, and possible action regarding a request for support from LULAC Oak Hill Apartments, a supportive housing complex for the income-qualified elderly, for a full rehabilitation of the property, proposed costs, and potential funding source. Relationship to Strategic Goals: Neighborhood Integrity Core Services and Infrastructure Recommendation(s): Staff recommends Council receive a presentation regarding a request for funding from LULAC Oak Hill Apartments and provide direction. Summary: LULAC Oak Hill Apartments is a 49-unit apartment complex is located at 1105 Anderson Street in College Station. This property was developed approximately 40 years ago using funding from the U. S. Department of Housing and Urban Development Section 202 Supportive Housing for the Elderly program. Residency is restriced to households earning 50% of the Area Median Income (AMI) or less with at least one member of household being aged 62 years or older. Tenants pay rent based on household income. The initial request was received from LULAC Oak Hill in May of 2020. Due to the significant workload for Community Development staff caused with the response to COVID-19, the evaluation of this request was delayed. An updated estimate of costs will be provided with the presentation. The property is owned by the same locally-based not-for-profit that initially conceived and developed the property in the early 1980's. LULAC Oak Hill has never undergone a substantial rehabilitation, and many of its components are now well beyond their useful life and in poor condition. A preliminary physical needs assessment was conducted, and a cost estimate of $2,100,000 was provided by a contractor that is experienced in multi-family renovations. Renovations could be funded through a combination of low-income tax credits and tax-exempt bonds funds, but this is an extremely expensive alternative due to the complexity of the financing. After discussions with Community Development staff regarding possible local alternatives, the Section 108 program was identified as a possible source of funds to complete the rehabilitation. The Section 108 is a loan guarantee provision of the Community Development Block Grant (CDBG) program. It provides CDBG grantees with a source of financing for economic development, housing rehabilitation, public facilities, and other large-scale physical development projects. Staff will provide an overview of the proposed project, a summary of the Section 108 loan, time frame, potential risks, and request direction. Page 173 of 176 Budget & Financial Summary: N/A Reviewed & Approved by Legal: No Attachments: 1.LULAC Oak Hill - Funding Request Page 174 of 176 LULAC Oak Hill 1105 Anderson Street College Station, TX 77840 May 28, 2020 Debbie Eller Director of Community Services City of College Station 511 University Drive East College Station, TX 77840 Re: LULAC Oak Hill Renovations Dear Ms. Eller: On behalf of the LULAC Oak Hill board of directors, I am writing to request the City of College Station consider assisting with the renovation of LULAC Oak Hill Apartments. The 49-unit property was constructed almost 40 years ago to provide housing to low income seniors and persons with disabilities, with all of the residents benefiting from HUD Section Eight rental assistance. The community is owned by the same locally-based not-for-profit that initially conceived and developed it in the early 1980s. LULAC Oak Hill has never undergone a substantial rehabilitation and many of its components are now well beyond their useful life and in poor condition. We have completed a preliminary physical needs assessment and retained a contractor that is experienced in multi-family renovations to inspect the property and provide a cost estimate for the necessary repairs. The estimated cost of the renovations is approximately $2,100,000, which cannot be funded through conventional or direct HUD funding. The renovation could be funded through a combination of low income housing tax credits and tax-exempt bonds, but this is an extremely expensive alternative due to the complexity of the financing and would require the current community-based owner to give up control. The HUD/College Station Section 108 funding that has been discussed could efficiently fund the renovation and preserve local control. Attached are several documents that provide detail regarding the operations of the property and the proposed renovations:  Preliminary Physical Needs Assessment  Preliminary Contractor Cost Estimate  2019 Audited Financial Statement  FY 2020 Operating Budget Page 175 of 176  April 2020 Statement of Operations  April 2020 Balance Sheet  LULAC Oak Hill Board of Directors Please let me know if you would like any additional information to consider this request. Sincerely, William Elsbree Managing Agent   Page 176 of 176