MINUTXS

FORT }HNN COUNTY MUNICIPAT, UTiLITY DIST'RIC"T NO. 5O

Dcccmbe r 10,2019

The Board of Directors (the "Board") *l Fort Bend County Municipal UtilityDistrict No. ${) {the "Diskict") met in regular session, open to the public, on the 10th

day of December, 2019, at tl":r: offices of Allen Boone Humphries Rabinson LLF, 3200

$outhwest Freeway, $uite ?600, Houston, T*xas, outside the boundaries of the Dislrict,and the roll was called of thc members *l the Board:

Craig Lewis

)erry SlattnnPeter LajoieReginalci $tubblefieldLeon Bridges

PrEsidentVice PresidentSecretaryAssistant $ecretaryA*sistant Vice President

and all of the ab*ve were present except Direttor Stubbitlfi*lcl, lhus constituting a

qu()rum.

Also present for all or part o{ the meeting were Ryan Day of Meritage Homes

{"h{*ritage"); Est}rer Flores of Tax Tech, Inc, {"Tax Tech"); }ordan Williams ofR"C. Miller Hngineers, Inc. ("R.G.Miller"); Wr:ndy Austin of District Data $ervices, Inc.;

Calvin Browne o{ Municipa} District Services, LLC ("Mn$"); Phil Halbert r::f C}rampionsl{ydro-I".awn, Inc" ("Champions"); Mark Hyring of Roth & Hyring, PLLC; }ulir: Wiliia:nsoi Rathmann and Ass*ciate*, L"P. ("Rathmann"); and Christina Miller, AaronCarp*nter, and Cheryl Panmzzo of AIl*n lJoone Humphries Robinson LLF ("ABHII").

lhere were no c$mments frorn the public

MII{L]-IE5

Ihe Board reviewed the minutes o{ the regular meeting he}d November 12,2419.After review anri discussion, Ilirector Siatton moved to approve the minr:tes o{ ther*gular meeting held Ncvember L:,201.9, as submitted. )irectr:r Bridges r*ecanded themotion, which passed by unanimous vote.

TAX ASSES$MX

Ms" Irlorrs reviewed the tax asses$or/collect{:r's report, a c*py rl rvhich is

attached. $he reported that 3.31% of tlre 2019 tax levy had been e*llected as t:fNoveml::er:30, 2019, After review and discussion, Director Sridges moverl to apprt:ve

824489

tl"re t*x *ssrssnr/cnllcctor's rep*rt nnd payrxcnt o{ tht: bills listed in t}re r*pr:rt. l)irect*rLajr:i* s*condcd lhe motion, whicir passed by unanin"roug vnt*.

AUDIT FOR PISCAL Yf;AR ENI}f,n $F,PTn\4BER 30.2019

Mr. Hyring rerriewed tire Diskict's audit {or the fiscal yea; ended September 30,

2019. After review and cliscu$$ion, Director Lajoie moved to approve the audit, sul:jettio final director and consultant review, authorize iiling of the audit with the 'fexas

eommission on Environmental Quality ("TCHQ"), and direcl that the audit be {ilerlapprr:priately anel tetained in the District's o{ficial recorrls. Direetor Slattnn seconr-lttl

the motir::n, which passeci unanimously.

FIN ANCTAL AND C N{ATTERS

Ms. Austin presented the beiokkeeper's report, including the investment report, a

copy *{ which is attached, and submitted thr: District's bills {or payment. A{ter reviewand discussion, IJirector Slatton mrved to approve the bookke*per's report, investmentrepr:rt, and payment of the bills listed in the report. Director Lajoie seconder{ themotio:r, which passed by unanimeius vote.

APPROVE PAYMENT TO SIMMONS BANK PI]RS{}ANT TO StrTT],H]\.TENT

ACREHMENT

Ms. Auntin stat*d that she has prepared a check in the amount oI $35,716"2$ loSimmons $ank {or the District's quarterlv interest on the unpaid balar:ce o{ th*purchase price for the property designated fi;r the rLetention basin pursuant to theSettlement Agreemenl}:etween the District and $DB Real Estate, LLC. A{ter discussi*n,Director Slatton moved to approve payment r:f $35,715.25 to Simmons Bank. Directortajoie seci:n*Led the moti*n, which passed by unanir:rr:us vote.

,TRAVEL REIMBURSEMANT SUINELINES AND DIRECTOR HXPXNSH$ roRA$SOC;ATION Or WATER BOARD DIRECTORS WINTER CONFERENCE

Th* Board discussed the upcr:ming Assnciation of lVat*r Board Directors wintercon-{er*nce to be held }anuary 17 and 18, ?020" After discussion, Director $latton mcvedto auth*ri,ze direclors attending the conference up to three per dierns, two nights' hotelaccommodations, mileage, and reimbursement of any meals not sp*nsor*:d by thcconference, Director Lajoie seconded the motion, whicl'r passed by unanimous vote.

Mr. Browne reviewed the cperator's repcrt, a copy of which is attached" Hereprrted that water accountability for the previous month was 94.8% and reported r:nmaintenance performed at the Diskict's {acilities.

824489

)'L'

Discussion ens*ed regarding installing plastic manhole drurn c$vill:s ofl

manl"roles located in the lliskict. Fnllowing discussion, Director Bridg*s rnad* a mr:tiun

to authorize MDS to install plastie manhole drum covers on manholes l*eat*d inWestpark Lakes at a cost not to exceed $1,000. Director Lajoie seconded thc molinn,which passed unanimously. The Soard requested that Mr. Browne prestnl a proposalto add additional plastic manhole drum covers on manholes located in the l)istriet n*xtmonth"

&{r" 3rr:wn* reported that MDS will televise the: sanitary sowr:r line and the waterline locat*ei r:n Pico Landing Street in Crand h{eadow t* d*termine whether the

sictewaik settlement is being caused by a District issue.

A{ter review and discussio& Direeterr Slattnn m*ved tr: approve the operatnr'sr*pnrl. Director laj*ie seconded the motir:r! which passed unanimously.

} IfiARINC Oh} ATION OF WATHR AND SIIRVI([ ']'()1-\I]L]Nrn| lll\T'f r'-T TC'fr-"lX,{EIJS, A N}n A /*1RIZE THRh4IN1 arTn\I /t1] q,ilIJ\/irl;

The Board conducted a hearing on the termination of utility service. Mr. Brownepresented a list o{ delinquent customer$ and reported that the resid*nts on thetermination list were mailtrl{ written nntice prior to this meeting in accordance with t}r*District's Rate Ort{er, notifying them of the opportunity to appear b*f*r* thr: I}oard nfDirectors to explain, contest, or c*rrect the utility service bill ancl tc shCIw reason whyutility service should nr:t be terminated for reason of nernpayment" Fnllowirrg revitwand discu$sicn, Directr:r $latton moved that, because the custeimers on tl"re terminationlist were neither present at the meeting nor had presented any statement on the matter,utllity s*rvice shr:uld be terminated in accordance witl-r the pr*cedures set lorth in lheDistrict's Rate Order, and the delinquent custnmer list shr::uld be iiled appropriatelyand retained in the District's official records. I)irector Lajoie seconded the motion,which passed by unanimous vote.

ilARBAilE AND RECYCLINC SERVICI] MATTHRS

There \lras no discussinn on garbage and recyeling matters.

I)EVELOPMENT IN THH N:STRICT

Mr. Day repnrted on a propr:sed single-family development in tht: District byMeritage"

Ms. Miller discusserl a Development Financing Agreement betwecn the Disirictand Meritage. Following discussion, Director Bridges movetl t* approve tht:Devekrpment Financing Agreement with Meritage &s discussecl, subject tn finalapproval by ABHR, and clirect that the agre€ment be filed appr*priately and retained in

8?4.r89

n-J-

the ilistriet's rf{icial recr:rrds, Director $lattcn secondud the m*tion, whic}r passeel lry

unani.mous v*te"

Ms" Mill*r reported that Meritage increas*d its r*quesl t* th* District for single-

Iamily sanitary sewer and water connections ("H$FC") for e pr$posed single-familyrlevel*pxrent in the l)istrict from 125 HSFCs to 130 HSFCs, and *l-re presentecl a l"Jtility

Commitment Letter with Meritage for 130 H$FCs. Foilowing review and discussion,

Directol Bridges moved to approve the Utility Commitment {-etter with Meritage anci

direct that it }:e fiied appretpriatelv and retained in the District's official records.

Director $latlon seconded the motion, which passed by unanirnous vote"

T BEND WATER A NFBWA"

?he Board reviewed a memorandum from the I'{FB!VA, a copy of which is

attached, regarding the preiposed pumpage fee and sur{ace water fee increase that wilitake eff*cl Jarruary 1, 2020.

Ms. Miller uprlatrd the l3nard on NFBWA matters. $]:e discuss*cl the l)istrict'sparticipati*n in the Larry's Toolbox Water C*nstrvatinn Pr*grarn ith* "PropJram"). 'fh*

Board discusse* the *nrolhncnt form for the 202il Prugraxr and the choices for rarate::

eonservation initiatives. After review and discussion, Directt:r Brir{g*s moved to (1)

approyo th* Larry's Tooll-rox Hnrollmrnt Forin as discuss*d and eompletcrl hy thr:

Boarrl; anr{ {2) *uthorixe At}fIR to suhmit the enrollment fortx tr: th* N}"}3WA. ilirtclnrSlatt$n s*e*nrlet{ thu m*tir.r:r, which passed by unanim*us vott.

Ms. Mitler noted that due to the Christmas Holiday, the NFBWA regular Soardmeeting for lhe month of December has been moved to Secember 1*,2419.

TNGINEERING MA

Ms, )ordan Williarns presented the engineer's report, a copy of which is attached,including the pr*jects specifically acldressed as foll*ws:

I) A, IJT." 1irulq'fLIIlTn,tHIJ RnI n E\/ARN HXTEN$ION AND T-rrJATt\TAr:H

IMI]ROVEMENTS

Ms. Jorcian Williams gave an update on c*nstruelion oI the ll*rkWesth*imer Boulevarcl extension and drainage improvements and staicdcnnstructi*n is ?5% complete.

BAR SCRXEN TO $ERVH INTER:M WAST}iWATER'|RfiATI\4ENT PLANT

{"wwTp"}

Ms" Jordan Williams gave an update on conskuction of the bar screen toselve interim WWTP. She recommended approval r:r{ Pay Estimate No. 1 anr-l

s24489

-4-

Sinal in the amount r:f $11,227.00 to AUC Group, Inc, ancl aeceptanc* af th*project.

PERMANENT WWTP AN} L}F'f STAT]ON

Ms. ]ordan l$illiams gave an update on construction of the p*rman*nlWWTP and the lift station at the permanent IWVTP and stated construetion is 5%

complete. She recor:'rmended approval of Pay Estimate No, 1 in the antount r-rf

$71$,0()8.501o C4 Parfners, LI-C.

TO SERVH PHRMANENT

Ms. ]ordan Williams gave an uprlate cln rcnstruction o{ the offsite utillticsto serv* the permanent WWTP and stated a Notice to Froceed {or the project wasissued $nr torlay.

WATHR PLANT NO. 2

Ms. Jr:rdan William$ Save an update on construction of Water Plant N*" 2anrl stated construction is 40% complete. She recommended the Board epprsvePay Estimate No. 6 in the amount af $91,974.38 to Nunn Construct*rs, l,td.("Nunn").

DETENTIO N FACILITES TO SXRVH DISI'RICT EAST

Ms. Jordan Wiliiams reporterl on construction of the detention {acilities toserve Oislrict East. $he presented a proposal from TexaClean Services LLC

{"TexaC}ean"), a copy o{ which is attached to the engineer's report, in theamount o{ $29,750.00 to address project deficiencies. Ms. Jordan Williams notetlthat tl.re ceists to address the project deficiencies are not reimbursable" The Boardrequ*ster{ that Ms. }ordan Williarns ctx{irm that Parkway Lakes Development,Inc", escrowed su{ficient funds to ccver tht: ci:st of the proposal from 'l exaClea:r.

r}ROPOSAL FOR UP}ATA TO DRA:NAGX STUNY

Ms. ]ordan Williams r*pr:rted ihat updates to the Distriet's drainage studyare required du* to updated Fort Bend County criteria based on the Atlas 14

rain{all study. She presented a proposal from R.G. Miller/ a {$py of which is

attached to the engineer's report, in the arrount of $30,000"00 to update th*District's drainage study.

S'I.ORM WATTR PARMITTINC MATTHRS

Ms. lordan Williams presenterl a public education flyer developed inc*nnection with the District's Storm Water Management Plan, a copy of which is

82448q

-5-

attached to the *ngineer's repCIrt, and requested approval from the Board to postthe {1yer tei the }istriet's wcbsite.

BOND APYLICATION NO. 9

Ms" iordan Wllliams indicated that bond application no, I is und*r revit:wby lhe TCEQ.

A{ter review and discussion, based on the engineer's recommendati*n,Direetnr Bridges moved to (t) approv* th* engineer's repcrt; {?) approve Payfistimate No. t and Final in the amount n{ $11,2?7.00 to AUC Croup, Inc., forc*nstructian cf the bar screen to serve interim IVWTP and accept the project; (3)

approve Pay Xstimate No. 1 in the amount r{ $716,il08.50 to C4 Parfners, LLC foreonstruction of the permanent WWTII and the lift stati*n at the permanentWWTP; (4) approve Pay Estimate No" 6 in the amount o{ $91,974"38 to Nunn {orconstructio:r o{ Water Plant No" 2; {5) approve lhe proposal from TexaClean inthe amount of $29,750,fi0 for the detention facilities to serve District East, subjectto confirmation fi:cm th* bookkeeper that Parkway Lakes Development, lnc.,escrowed sulficient funds to ccver the cost of the propasal; {S) approve theproposal {rom R"C. Mi}ler in the amr:unt of $30,000.00 to update the Di*trict'sdrainage study; anri {7) authorize Director Lajoie to post the pub}ic eciueatir:nflyer deveiopecl in cannection with the District's Storm Water Managernent Planto the District's websiie. Director $latton seconded the motion, which passed byunanimous vote.

Es{8QWEp FU}{p$

Ms. Miller pres*nted and reviewed a Resolution Authorizing Application to theTCXQ R*questing Release of Funds from Escrow, whieh r*quests the release fromescrorv o{ $430,000.00 o{ Series 2011 bond proceeds {rom e$crow for costs relatecl to theconstruction cll tl"re WWTP. Following review and discussic;n, I)irector Bridges movedto adopt the Resolution Authorizing Application to the TCEQ Requesting Release *:iFunrls from Escrow and direct that the Resalution be filed apprerprlately and retained inthe District's official records. I)irector Lajoie seconded the motion which passed byunanimous vote"

REPORT ON MAINTHNANCA NF DISTRICT DETENTION PONNS ANN FACII,IT'YSlTE5

Mr. Halbert reviewed a repCIrt from Champions on maintenance o{ the Distriet'scletention ponds and facility sites, a copy of which is attached. He reported that theDistrict resident at 2151"4 Sierra Long Drive allowed a swimming pool contractor toac(*$$ the Distriet's property to enter the back yarrl oI their residence for the excavation

82,{.189

-6-

o{ a poo} and that the ground neecls tr: be restored to its original cr:nditinn" Mr. }{alirerireporterl that the District r*sident located at 7534 Rosepath Lane disposed c{ tre* limlrsbehind their fence ernto tl:re drainage channel. He then reporter.l that the Districtresident at 21623 Sierra Lr:ng Drive allowed a fence contractor to access thc District'sproperty to build a new fence.

Following review and discu$sion, Director Slatton authorized ASHR t* sencl a

Ietter to (1) the resident at 216L4 $ierra Long Drive requesting that the resident restortlhe ground to its r:rriginal condition; (2) the resident at 7534 Rosepath Lane requestingthat tl:e resident remove the tree debris; and (3) the resident at 21623 Sierra Long Driverequesting that the resident restore the ground to its original cr:ndition. Di,rector Lajoies*canded the motion, wirich passed by unanimnus vote.

FARK ANN

The Bciarrl def*rred diseussing a Resalution Establishing Rules and RegulationsCoverning the Use of District Detention and Recreation Faeilities until next mtnth"

There was no discussion on l)islricl website matters.

RiJVTEW AND UPDATX HMINHNI' DOMAIN RNPORT TO THX ]'EXASCOMP"IROLLER

Ms. Miller reported that ABHR has filer:l the )istrict's Eminent Dr:mainAuthority Annual Report with the Comptrolier nf tht: $tate o{ T*xas pursuant to Senate$ill 1,S1?, 84th Tcxas Legislature.

$HBIIS ?$1? }Qi:{Q AI{II ;PATIAI'T NATE

Ms. Julie Williams discussed issuance o{ a $4,033,t100.00 Bor-rd Anticipation Nole,Series 2019 {the "3AN") to fund a certain project included in bond application no. 9.

She reviewed the bir{s for the BA}rJ and presented a letter to the Board frorn Rathmann,a copy of which is attached, reeommending the issuance of the BAN to Trxas CapitalBank at a rate of 1.8%. Aftcr diseussian, Director Slatton moved to approve the issuane*of the BAN to Texas Capital Bank at a rate of 1.8%. Director Bridges secr:nd*ri themotion, which passed unanimnusly.

The Board next ctnsider*d adopting a Resolution Authorizing the Iss*anc* nfthe District's BAN. Ms. Miller reviewed the proposed Resolution with the Board anelexplainecl that the document sets forth the terms and provisions of issuance anddelivery af the BAN, the payment of the BAN {rom a $uture bond issue by the District,and certain District covenants regarding thr: tnx**x*mpl status of the BAN. Aftcr

8?rt489

-7-

review and discussirlR, I)irect*r: $tratton moved to adopt the Resoluli*n Authnrizing the

Issuanee of the Distriet's BAN" I)irector Bridgts sec*nded the motion, which wasappr*ved by unanimous vote"

Ms. Miller next explained that there wili be various rlnruments related tet theissuaner of the BAN requir:ing exeeution by the directors prior to closing. She requestetlthat the Soard authorize the President and $ecretary to execute rlocuments necessary incannecti*n with the transactian. Ms. Miller also requested that the Board authorixe thenltorn*y and flnancial arlvisor to take all recessary action to deiiver ihe BAN tn the

purchaser" Director Slattnn mov*c{ tn authorize execution of documents related tr: l}reissuance r:f the BAN and to authorize the attorney and financial advis*r to take allnecessary action to rleliver the BAN to the purchaser. I)irector Bridges seconderl themction, which wa$ approved by unanimous vote.

Thr: Se-rard consicLered authorizing execution o{ the Purcha$er$' Investment andBir"l Lelter submitted by Texas Capital Bank and various certificates and dccumtntsrelated to thtl issuance of the $AN. Fr:llowing discussion and review, Director Slattonm*ver1 to authorize execution of the Purchaser$' lnvestment and llld Letter by Texas

Capital Bank and various certificates and documenls related to the issuance of the BAN.Director Sridges seconded the m*tion, which carried unanimously.

h{s. Milier presented and review*d with the Board a Certilieate R*gardingProvisir:n of Financial Advice {the "Certificate"). After review and discussion, *irectorSlatton moved ta authcrize ex*cution of the Certi{icate and direct that it be liledapprapriately and retainerl in the District's o{ficial records. Director Bridges secondedthe:notion, which passed by unanimous vcte.

Thtr Baard considered authorizing the disi:ursement the BAN proceeds.Following discussion, Direetor Slatton moved to authorize disbursement of the IIANproceeds {al}cwing receipt of funds by the District on December 17, :019" Direet*rBridges secanderl tht: motion, which passed by unanimous vote.

CONVENE }N EXEEUTIVE S]:SSION PURSUANT TO SI]CTION 551.071 TEXA$GOV}:RNMXNT CONA, TO CONDUC]' A PITIVATT CONSULTAT}ON WIT}{ATTORNEY TO DTSCUSS I]TNDTNC OR CONTEMI-}LATEN LITIGAT]ON, ASETTLTMENT OFFXIT, PURSUANT TO S:CTION 551,072, TEXAS GOVHIIh}hTfi}{]'

D OR ELIB CHANCVAI,UE OF I{EAL PI{OPERTY, OR TURSUAhIT TO $:]CTION 551.087, 'I'EXA$

COVERNMENT CODH, TO DISCUSS THE OFFER OF A F}NANCIA'- OIt ()THAR

l EHNIIYE-:Q A g-US}IXE.$S IB.S$TECT

The Board did not convene in llxecutive Session"

824,i89

-ai-

ECONOMIC AilREEh,TF,NT BETWEHN DISTR1 CT" PARKWAYLAKE$ INC"" AND NORTH FORT SEND RENFV]IT,OPIV,II1NT

&UT$QN]TY

Ms. Miiler gave an update on the Ec*nomic Development Agreemunt betwtenthe )istrict, Parkway Lakes I)evelopment, Inc", and the Nelrth Fort Benri

Redevelopment Authc"rrity"

There being no Iurther business tr: come be{ore the Board, the meeting wasadjourn*d.

($EAL) Secretary, o{ }irectors

S:,,l4Bt

-9-

I-IST OF ATTACHMHNTS TO MINUTES

Minutes

.fass

Tax Assessor/eoilector'$ repnrtSr"rrkk*ep*r's report"........ ".. ".... "..,

Operator's reportMemcrandum frnm NF'3WA...."Engineer's report,.....Repr:rt lrom Champions ........ ".",Letter {rom Rathmann

1

2

2

4

4

6

7

8244S$

-10-