MiNUTES

FORT BEN} COUNTY LEVEE IMPROVE\.{EN? DISTRICT NO. 2

]anuary 23, 2018

The Soard of Directors (the "Board") of Fort Bend County Levee ImprovernentDiskict No" 2 (the "District"), rnet in regular session, oper to the public, ern the 23'd dayof January, 2018, at the Sugar Land Marriott Town Square, 16090 City Walk, in theBurning Pear Restaurant, Sugar Land, Texas, inside the boundaries o{ the District, andthe roll was called of the mernbers of the Board:

Andre D. McDonaldBryan K. ChaplineGlen R" Gill

PresidentVice PresidentSecrelary

and all o{ said persons were present, thus constituting a quorum.

Also present for all or part of the meetins were Mark Heironimus, DebbieHooper, and Dave Presutti, residents of the District; Cary Kelley, Executive Director ofthe First Colony Community Association; Mark McGrath o{ McCrath & Cer. PLLC;Richard Sherrill of First Colony Levee Impreivement District ("FC LID"); jorge Diaz ofMclennan & Associates, LP; Michelle Cuerrero of 3ob Leared Interests, Irrc.; DavidBeyer of Sterrm Water Solutions, LP; Mike Stone and Phil Martin o{ hzlike StoneAssociates, Inc" ("MSAi"); h.llike Thelen of LID Solutions, LLC; Gregary P. Frank, p.E. ofCostello, Inc.; Rita Anderson of Freese and Nichols, lnc. 1"FNI"); Anthea Maran ofXilltop $ecurities, Inc.; Sotr Hodge of Tech3 Business Systems, LLC; and David Oliverand ]ustine M. Cherne of Allen Soone Humphries Robinson LLP ("ABHR").

PUBLIC COMMENTS

Director Mclonald opened the meeting to receive public cornrnents" Mr.Presutti addressed the Saard regarding the District's proposed new pump station andthe District's purnping operations during Hurricane Harvey. Copies of the sign-in sheetfor public comment speakers and Mr. ?resutti's"r,vritten comments are attachecl. Therel:eing no additional public comrrrents, Director McDonald closed the meeting to publiccom:nents.

CONSENT AGHNDA:

Approve Minutes;

Financial and Bookkeeping rnatters, including Payment of District's Bills; andTax Assessment and CCIllections Matters, including Payment of Tax Bills.Following review and discussion, Directar Chapline moved to apprcve the items

included on the Consent Agenda, including the minutes o{ the Boarcl's meetings held

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November 14, 2A17 and December 20, 2A17. Director Gill seconded the mntion, whichpassed by unanimous vote. Copies of the draft minutes anil the bookkeeper's and taxassessor/collector's reports are included in the attached Board Book.

AUDIT POR SHPTEMBER

Mr. McGrath reviewed a dra{t *f the District's aur-1it for fiscal year endedSeptember 30, 2017" After review and discussion, Director Gill moved to approve theaudit, sul:ject to {inal review and comment, and authnrize execution r:f the managementrepresentaticn letter. Director Chapline secr;nded the motion, which was approved byunanimous vote"

ANDITIONAL TINANCIAL AND BOOKKEEPING MATTERS

Mr. Diaz reviewed nine additir:na1 checks from the District's General Fund, nos.10578 * 10585, for payment of invoices related to utility and cnnsulting services andcon{erence registration fees. A copy of a iist of the adc{itional checks is attacheci.Foliowing review and rliscussion, Directr:r Chapline moved to authorize executir:n ofthe additional checks. Directr:r Gill seconded the motion, which was approved byunanimous vote.

ANNITAL DISCI,OS1]Rtr STATTMENTS

Mr. Oliver reported that in accordance with the District's Investrnent Policy, theDistrict's bookkeeper anr-l Investment Officer, ar* required to execute disclosurestatements that disclose any relationships with banks and brokers who seek to sellinvestments to the District. He stated that the disclosure statements are {iled annuallywith the Texas Ethics Commission. Foliowing review and discussion, Director Cillmoved to aecept the annual disclosure statements o{ the bookkeeper anrl InvestmentOfficer, and direct that thtl disclosure statements be filed appropriately and retained inthe District's official records. Director Chapline seconded the motion, which wasapproved by unanimous vote.

ADDITIONAL TAX ASSE$SMENT AND COLLECTION MATTERS

Ms. Cuerrero reported there was no action required for the Delir:quent TaxRep*rt includecl in the attached Board 3aok. She repcrted that there were a highernumber of checks included in the tax assessor/collector's report than normal {nradjustments applied to tax accounts pursuant to settled iitigation"

UAL REPOK G POST-

Mr" 0livcr reported on the District's compliance activities during the priorcalendar year related to bond financings. He stated that no corrective action is requiredat this time.

CE

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RIZE FILiNC OF UTDA AD

Mr. Oliver reported that the District's Critical Load Spreadsheet has beenupdated to reflect that the District's energy provieier will change to Cavallo EnergyTexas, LLC after expiration of the District's electricity conkact with Hudson Energy onFebruary 1, 2018. A copy of the spreadsheet is included in the attached Eoard Book.After review and discussion, Director Gill moved to authorize filing of the Critical LoadSpreadsheet with Cavallo Energy Texas, LLC" Directrir Chapline seconded the :noticn,which carried by urranimous vote"

trnI]CATION TRAININC CO]\{PT,]ANCH STATUS FILING

The Board reviewed the Directors' education training hours for 2017. Followingreview and discussion, Director Chapline authorized submittal of the Directors'education training hours to the Fort Bend County Drainage District (the "FBCDD") asrequired. Director Gili secclnded the motion, which wa$ approved i:y unanimnus vote"

STORM WATtrR MANAGEMENT PLAN AND PT]B LIC CO]\{MENTS

Mr" Seyer reported on preparation of the annual report on the implementation o{the District's Storm Water Management Program in compliance with the TexasCommission on Environmental Quality's Phase II MM Permitting requirements. Hestated that the report is due for sui:mittal in March, 2018.

MANAGER MA

Mr. Martin discussed General Manager matters and reported on the status ofcurrent and future District Capital Improvement Plan projects. A copy of the GeneralManager's report is included in the attached Board Book.

Mr. Martin reported on public communications, including gra{fiti removalre{erred to the City of Sugar Land (the "COSL").

hulr. Frank repnrted on the status of the design of the District's proposed pilotproject to install articulated ccnerete }:iock material on top of a portion cf the District'swest levee fram the William "Bi11" Little Pump Station to US Highway 59 an<l project toconstruct overffow parking at the pump station and an additional levee access pointn*ar US Highway 59" He stated that the Sugar Land Baptist Church is expected taconsider approval of the finalized easement documents {or the project in February,2018.

Mr. Martin and Mr. Frank updated the Board r"rn the design schedule andpermitting matters for the District's proposed project to rehabilitate Ditches B, B-1, C, C-1, and E, incluciing acccss driveway locations"and thc possible inciusion of the COSL'soutfall rehabilitation project. Mr. Marlin stated that thtl final ciesign is on hold penclingwritten confirmatlon of no additional permitting requirements and an Approved Non-

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Jurisdictional Determination Ior the proposed prcject {rom the United States ArmyCorps of Engineers (the "USACE").

Mr. Martin and Mr. Frank updated the Soard on the design of the propnsedrehabilitation and improvement project for the District's south and east levees,including the proposed road crossings under review by the COSL and coordinationwith SWCA Environmental Consultants an permitting matters. Mr. h{artin discussed areview nf raad crossing options for a crossing where the COSL will not agree to a 25mile per hour speed limit.

Mr. Martin reported on negotiations with AECOM on a scope of services for anHngineering Services Contract for the District's prnposed third stcrrn water pumpstation" He stated thal the first task order {or AECOM wiltr be for the preparation of aPreliminary Engineering Report providing a complete $cope o{ the project and a seriesnf alternatives to accornplish the goals established for tht: project far the Board's review.

Mr. Stone recommended negotiating a new task order with FNI {or perforff}anceof a study regarding options for lowering the Sase Flncd Elevation in the District,including a review of al1 of the internal drainage systems and alternatives formaxirxizing storage within the District.

Mr. Stone proposed researching vendors oI flood monitoring equip:nent andprocedures for flood monitoring undertaken by other entities.

N4r. Stone discussed the proposer-1 schedule for a public forum to provide anupelate on the District's Hurricane Harvey after-action activities ancl plans. FalXowingdiscussion, the Boartl concurred to tentatively schedule a pubiic forurn on April 5, 2018,at St. Laurence Catholic Church.

Mr. Nlartin reparted on perimeter levee operations and maintenance. Discussionensued regarding evaluations underway hy a1l of the levee improvement districts inFort Bend Cnunty {or increasing pumping capacity and Fort Bend County's newpumping capacity requirements.

Mr. Martin reported that HR Walling{ord Croup Ltd. ("HRWG") will coordinatewith L{r. Frank on a response lo Fort Bend County Levee }mprove:nent District No. 14'sresponse ta the District's distributed sumrnary of HRWG's report for Shase 1 {ragility,reliability, and resiliency analyses o{ the District's levee anci HRWG's prnposal fr:rPhase 2 analyses o{ the perimeter levee.

Mr. Martin reported on the status of the District's pilot study tc determinewhether the proposed water reel distribution option provides effective emergencyirrigation far the District's levees. He staterl that the irrigation reel supplier willprovide new nozzles for instailation and testing.

Mr" Martin repr:rted on District operation and mraintenance aetivities, including

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the status of work orders, ancl responrled to Board members' queslions" He reviewed aquote frorn Mity-Lite, Inc. {or tai:le and chairs for Purnp Station A in the amount offi3,796.67. A copy o{ the quote is included in the attacheci Boarei Book" Followingreview and discussion, )irect*r Gill moved to authorize MSAi to accept the quote.Director Chapline secr:nded the motion, which was approved by unanimous veite.

Ms. Anderson updated the Board an the status of FNI's coordination with theDistrict's consullants tc update the District's Emergency Preparedness Plan. Discussianensued regarding a county-wide exercise scheduled by the Fort Bend County O{fice o{Emergency Managernent on April 6, 2018, and caordination with the FBCDD on anyimpending changes in standards that would have an impact on the District's facilities.

Mr. Anderson discussed coordination with the District's consultants on anupdate to the Operations and Maintenance Manual.

ITIONAL FIN BOOKKEEPIN CO

Ms. Moran discussed preliminary no growth cash flour analvses and analyses ofthe impact of bond sales on th* District's tax rate, budget, and average tax trill for bondissue options in the amounts of $20,000,000, 930,000,000, and $40,000,000. Copies o{ thepreliminary anaiyses are included in the attached Board Book.

GENH?AI, MANAGER MATTERS f NUED)

There wa$ no update on the USACI Siiver ]ackets program"

Mr. Martin reported on the preparation nf a request for assistance withmaintenance and repairs on Ditch H for sutrmission ta the FBCDD, inclutling re-gradingthe toe o{ the ditch slope north of Ditch A, repairing sloughing between State Highway6 and US 90A, and installing rip rap to address erosion concerns at the State Highway 6{lap gate structure.

OPERATION OF NISTRICT FACILITIES

Mr. Thetren reviewed the operator's report, a copy of which is included in tht:atlached Board Bnr:k" He discussed routine operating, maintenance, repair, andinspection matters, and activities occurring within the Distyict's right-of-way, includingoperational procedures during recent {reezing temperatures and the status o{ the repairof a storm $ewer pipe on Ditch H. He responded to Board members' questionsregarding the status of Pump Station F equipment and stated that he will determine thepurpose of survey crews located on upper Ditch H"

Eh}GII\IEEKIhIQ MATTERS

h,{r. Frank reported ein engineering malters. A copy of the Engineer's Report isincluded in the attached Soard Book.

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Mr. Frank discussed his coordination with the District's General Manager on aproposed draft response to the USACE's finai report on the Initiai Eligibility Inspectionof the First Colony - lvlissouri City (also knnwn as Sugar5tone) perimeter levee for theRehabilitation and Inspection Prngram.

Mr. Frank discussetl scheduling a meeting with representatives of the COSL totiiscuss his cornments regarding a hydraulic analysis relatecl to the CO$L's Amil Gatereplacement projeet.

DHEDS. AND KICHT OF TNTRY ANI) TNCROACHMENT&GRETMHNT$

\,'lr" l\'Tarlin recc,rmrxended releasing two easement deposits {or projectscompleted by PS Lightwave, Inc. (formerly known as Phonoscope) in the total amountof $15,000.00" Following revi.ew and discussion, Director Gil1 mnved to authorizerelease of the deposits as recommended. Director Chapline seconded the motion, whichwas approved by unanimous vote.

Mr. h,{artin reported on e{fcrts related to obtaining easement documentation andpropl:r installation procedures {ur fiber optic cable installed along the west levee fromUS 59 to the south levee and aerially over the south levee by enTouch without theDistrict's apprnval"

Mr. lVlarlin reported on a {uture fiber r:ptic cabie installation project schedu}ed byPS Lightwave, lnc" along lower Sweetwater Br:ulevard and Ditch A.

Mr. Frank responded to Board members' questions regarding the trength of timeeasement deposits are being held by the District"

CONFERf;NCES AND LECISLATIVE MATTERS

The Board reviewed a calendar of upcorning conlerencrs and discussedlegislative ancl regulatory development rnatters related to federal levee, floodplainmanagement, and flood insurance rnatters with potential significant impacts on FartBend Counly levees.

The Soard tLiscussed an invnice for con{erence registratlon {ees for theAssociation of tevee Boards of Louisiana conJerence held in December, 2017, in thetntal amount r:{ $750.00. Directors h{cl)onald and Gill, and Richarrl Sherril1, Director ofFC LID, attended the conference. Following discussiein, Director Gill moved toautharize payment in th*: amount of $500.00 anel request payment in the amount of$250.00 {rom FC LID {r:r the invoice. Director Chapline seconded the motion"Following discussion, the motion passed by majority vote, with Director McDonaldopposed.

The Board discussed its participation in the Fort Bend Flood Management

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Association (the "FBFMA"). Mr" Oliver reviewed a letter to the participants o{ theFBFMA stating that the District is considering withdrawing its participation in theFBFMA for the reasons discussed during the December 20, 2A1"7, Br:ard meeting.Following discussion, Director McDonald moved (1) that the Board not renew itsmembership in the FBFMA for 2018 and (2) authr:rize sending the letter after it isrevised to staie that the District is withdrawing its participation in the FBFMA and willcooperate and support the FBCDD in any efforts related to assuming and carrying outthe goais of the FBFMA. Director Gill seconded the motion, whlch was approved byunanimous vote.

MEETING SCHEDULE

The Board cnncurred to cancel its February 7 and March 7, 2018, worksherpmeetings and hold a regular meeting at 8:30 a.m. on February ?1, 2018, at lhe Surning?ear Restaurant, Sugar Land Marriott Town Square. The Board concurretl to tentativelyschedule a regular rneeting at 8:30 a.m. on March 21, 2018, at the William "8i11" LittlePump Station.

CENERAL MANAGER MATTERS

Mr. Stone addressed Mr. Presutti's questions presented during publie com:nentsregarding the District's pump nperating procedures during Hurricane Harvey. Mr.Str:ne explained how the Dj.strict's {acilities cperate and stated that trgravity {low is muchmore effective than pumping for remr:ving water from the District. He discussed theDistrict's in{orn-ration gathering and anaivsis regarding operatieins during HurricaneHarvey and changes that may be needed to the District's nperatians and/or facilities.He exptrained the District's need for increased pumping capacity.

CONVTNE IN EXECUTIVE SESSiON

The Soard convened in executive session at 10:31 a.m., to consult with itsattorney regarding the Authority's purchase, exchange, lease, or value of real propertypursuant to Section 551.072, Texas Government Coc1e. The Board determined that theattendance in this executive session of Mr" Stone and X.{r. Martin was necessary in orderfor the Board to obtain the necessary iegal advice lrorn its attorney, and the Soardrequested their presence in the executive session.

RECONVENE 1 OPEN $ESSION

At 10:38 a"m., the Board reconvened in open sessiex" No actir:n was taken by the3oard.

NEENS, HASEMENTS, AND RIGHT OT ENTRY AND ENCROACHMENTA

Mr. Oliver reported that ciosing docurnents {or the COSL's purchase of Parce}s

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27 and 22 for the Texas Department of Transportatior/s State Highway 6 RoadwayWidening project are ready for execution.

There being no further business to come before the Board, the meeting wasadjourned.

, Board of Directors(sEAL)

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I,IS? OF ATTACHMENTS ?O MINIITtrS

MinutesPage

Sign-in sheet for public comrnent speakers .

lrir" Presutti's wrifien comfflents ...................Board Book.."...".

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