MINU?ESBRAZORIA COUN]Y &IUNICIPAL UTILITY DISTRTCT hi0. 29

]anuary 79,2A78

The Bcard of Directors (the "Scard") of Brazsria County Municipal UtilityDistrict No. 29 (the "District") met in regular session, open to the public, on the 19thday of Janteary, 2018, at the r:{{ices o{ Allen Boane Humphries Robinson LLP, 3200S*uthwest Freeway, Flouston, Texas, outside the boun<laries of the District, and the rollwas called of the members of the Board:

Cassandra LasserHddie CookErin CarciaRobina SpruillEiizabeth Miller

PresidentVice PresidenlSecretaryAssistant Yiee PresidentAssistant Secretary

ancl all o{ the above were present"

Also present al the meeting urere Wisdom lr,{baluka s{ Municipal Accounts &Consulting,L.?. 1"MAC"); Delia Yanez of Assessments of the Southwest, Inc"; GaryHastings of Municipal Operatir:ns and Consulting, Inc. ("hzIOC"); ]ared Bowlin o{Hdminster, Hinshaw, Russ & Associates ("EHRA"); George Collins, a developer; Mr.Mahendra Rodrigo of GC Engineering, Inc.; David Miller of Berkshire Hathaway HomeServices; Sarry Hill oi ]J Development Company; ]oe Watson o{ Axis-Point Developers,LLC; Sylvia Ballard, a resident of the District; Lorraine F{ehn, member o{ City Ccuncil,City of Manvel; ancl ]essica Holcubek and Sharon Covan of Al1en Boone HumphriesRobinson LLP ("ABHR").

MINUTSS

The Bsard considered approving the minutes o{ the December 14, 2017, meeting.Fallowing review and discussion, Director Cock moved to approve the mi.nutes of themeeting. Director Garcia seconded the motiein, which passed by unanir:rous vote.

PUBLIC COMMENTS

There were no comments from the public.

2018 I}IRECTORS ELECTIOh}

Discussinn ensued regarding the 2fi18 Directars electinn.

RESOLUTION DESIGNATING AN ACENT OT TXE SECRETARY OF THE BOARDOF DIRECTORS DURINC THE 2018 BOARD OF DIRECTORS ELECTI(}N PERI(}I)

Ms. Holoubek reviewed a Resolution Designating an Agent of the Secretary cfthe Boanl s{ Directors during the 2$18 Directors Election Period. Fcllowing review and69988i1

discussion, Directeir Spruill moved ta adopt a l{.esclutir:n Designating an Agent of theSecretary oI the Board During the 2018 Directors Election Period appointing SharcnCovan as the agenl of the Secretary of the Board of Directors to pcrform the duties ofthe District's Directors Election, authorize the agent tc post ihe related notice asrequired, and direct that the Resolution be filed appropriately and retained in theDistrict's oflicial records. DirEctor Cook seconded the motion, which passed byunanirrous vote"

hIOT{CE OF DEADLTNE T(} FILE ATPLICATIONS F'OR PLACE ON THE BALLCT

Ms. Holoubek reported on requirements to {ile a Notice o{ Deadline to FileApplications for Place on the Ballot fcr the 2018 Directors Election. Followingdiscussion, I)irector Spruiil maved to authorize the Secretary's agent to post the noticeas required. Director Cook seconded the motion, which passed by unanimous vote.

CONTRACT FOR EI,EC?ION S}i1?VICES WITH RRAZORI COUNTY

Ms. Holoubek stated that the District may ccntract with Brazoria Cr:unty (the"County") to c<;nduct the )istrict's 2018 Directars Election. A{ter discussion, DirectorSpruill moved lo contract with the County to administer the District's election" DirectorCook seconded the motion, which passed by unanimous vote"

NIC VO?I AND A CE OF

Ms. Holoubek discussed exemptions from using electronlc voting systemsduring the 2018 }ireclors Election. She stated that the basis of the District's exemptionis that the District's 2015 Director Election was cancelled. Following discussinn,Director Spruill moved to authorize the Secretary's agent to publish Notice ofExemption in a newspaper of general circuiation. Director Cook seconcled the motion,which passed by unanirnous vole.

SET PAY FOR ELECTICN OFFICI ALS

Ms. Holoubek discussed pay for election officials during the 2018 DirectorsElection. Fcllowing discussicn, Iirector Spruill rnoved to set the pay for electionofficials at $15.00 per hour. Director Cook seconded the rxr:tion, which passed byunanimous vote.

HOMEOWNE& ASSOCIATTON MATTERS

Director Cook reported that complaints have been received frorn residentsregarding mud in the neighborhoods. Mr. Bowlin said the contractor working in PalmVillas, Section 2 has been noti{ied to perforrn additional street cleanings"

Director Cook discussed the pet waste stations. He suggested that twoadditional pet waste stations are needed at the lake by the Clubhouse and the iake

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across frorn the playgrounrl" After discussian, the Boarcl authcrized the purchase oftwa additional pet waste stations.

TINANCIAL AND BOOKKEEPIhIG

Mr. Mbaluka reviewed the bookkeeper's report a copy of which is attached,including the bills submitted for approval. After review and discussion, Director Garciamoved to approve the bookkeeper's repolt, including payrrrent of the bills. DirectorSpruili seconded the motion, which passed unanimously"

ANNI]Ai, DTSCT.OgI IRtr STATEMENTS }'OR INVESTMENT OTPICER ANDBOOKKEEPER

Ms. Holoubek explained that the P*blic Funsls lnveslment Act and the District'sinvestrnent policy require the bookkeeper and investment officer ta file annualdisclosure statements with the Diskict. After review and discussion, Director Garciamovecl to accept the disclosure stater:rents o{ the l}istrict's bcokkeeper, Cindy Grimes,and the investment o{ficers, Mark Burton and Ghia Lewis, subject to receipt of thedisclosure statement from Mark Burton, and authorize filing the disclosure statementswith the ?exas Ethics Ccmmission. Director Spruill seconded the motion, which passedbv unanimous vote.

UAL REPORT OF SAME IN ACCORDANTHH DISTRICT'S CONTINUING D OF INFORMATION AGRTAMENTAND AS REOI]TRTI} BY SEC RULE 15c2-12

Ms. Holoubek reviewed Exhibit A to the Annual Reportr a copy of which isaltached. After review and discussion, Director Spruill moved to approve the AnnualReport and authorize filing the Annual Report with the appropriate informationdepositories in accordance with the District's Continuing Disclosure of InJormationAgreernent and as required by SEC Rule 15e2-12. Ilirector Mitrtrer seconded the motion,which passed by unanimous vot*.

ANN{}AL REPORT REGARDiNG POST }SS{'AI\IC! COMPLIANCE POLICY

Ms. Holoubek reported an the Distrirt's compliance activities during the priorcalendar year related to bond financings. She stated tkal no corrective action isrequired at this time.

REVIE$T (}F POR CONTINUING I)COMPLIANCE

Ms. Hokrubek reviewed pracedr.lres for continuing disciosure compliance. Shesaid that no changes are recornmended.

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TAX ASSESSMENT AN} COLLECTTONS

Ms. Yanez reviewed the tax assessor/cnllector's repc;rt and the unpaid tax roll,copies of which are attached. Discussion ensued regarding water terminations and theBoard reviewed the report from Perdue, Brandon, Fi*lder, Collins & Mott, PLLC. A{terreview and discussion, Director Garcia moved to approve the lax assessor/collector'sreport anri the bills submitted for payment. Director Miller seccnded the motion, whichpassed by unanimous vote.

HEARING ON TERMINA?ICN OF WATER AND SEWER SERVICE TODELINQU{NT TAX ACCOUNTS

Ms. Yanez presentcd a list of delinquent custorners, and repcrted the residentson the terminatlon list .lazere delinquent in payrrrent o{ their property taxes and wsregiven written notification, prior ti: the meeting, ol the oppr:rtunity tc appear before theBoard o{ I}irectors to explain, contest, or correct their bi1ls and to sh<tw why utilityservices should not be terminated for reason o{ non-payment. Foltcwing review anddiscussion, Director Garcia moved to authorize termination of delinquent accounts, anddirect that the delinquent customer list be filed appropriately and retained in theDistrict's official reccrds. The rnotion was seconded by Director Miller and passed byunanimous vote.

DETENTION PONDS AND DRAINACE CHANNELS

There \ /as no report on the r"letenlion ponds and drainage channels

STORTVI WA PERMlTTlNG

There was no report on this matter

OPERATION OF DiSTRICT FACILITIES

Mr. Hastings reviewed the operator's repor! a copy of which is attached, andreported on rnaintenance and repairs of lhe District's {acilities. He said there are 1,297residential connections in the District.

Mr. Hastings discussed the water systerr failure that occurred on November 30,2017, caused by a contractor drilting thr<lugh a main line while installing a cable. Hesairl that he will provide the name o{ the contractor tc ABHR to prepare a letter.

Mr. Hastings said that the Asset Management Repcrt will be presented nextmonth. Discussion ensued regarding delinquent accounts. After review and rliscussir:nDireclor Spruill moved to accept the operator's report. Director Garcia secr:nded themotion, which passed by unanimous vcte.

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coNnrl HEARING AND A TERMINATION OP 1VATER SERVICE TOUENT A

Mr. Hastings presented a list o{ delinquent custnmers, and reporled the residentson the termination list were delinquenl in payment of their water and sewer bi1ls andr rere given written notification, in accordance wilh the District's Rate Order, prior tothe meeting o{ the opportunity tc appear before the Bcard o{ Directors to explain,contest or correct their bills and to show why utility services should nnt be terminatedfnr reason of non*payrnent. Following review and discussion, Directcr Spruiil movedto authorize termination of delinquent accounts in acccrdance with the District's RateOrder, and direct that the delinquent custorner list be filed appropriately and retainedia the Disfrict's official records. The rnction \ ras seccnded by Director Garcia anrlpassed by unanimous vote.

ENGINEERING

Mr. Bowlin reviewed the engineering repart, a capSr o{ which is attachetl.

THE , SHCTION 5

Mr. Bowlin reported on The Colony, Section 6.

I}ALM VILLAS, SECTION 2

Mr. Bowlin repcrted on Palm Villas, Section 2. He said that he had no payestimates to present to the Board.

hlEwPoRT LAKE ESTATTS DETENTIOIT'I: lVtA ANCE r)F I}RAlNAGESWALE

Mr. Bowlin updalerl the Baard on Newport Lakes Estates detention andmaintenance of the clralnage swa1e" He sairi the project is eor:nplete anrl aninspection has been conducted. Mr. Bowlin had no pay requests to present to theBoard.

LAKE ESTATES, WATER, AND DRAINAGE

Mr' Bowlin reported on the construction of water, sewer and drainage facilitiesfor Newport Lake Hstates. He said the prcject is complete and an inslection hasbeen conducted. Mr. Bowlin had no pay requ€sts to present tc the Board.

NEWPORT LAKX ESTATES L]TT STATION

fu{r. Bowlin reported on construction of the lift station for Newport Lake Estates"He presented and recomrnended {or approval Fay Request No. 5 in the amourrto{ $39,060.00, submitted by Peltier Brathers Constiuction,

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NtrWPOR T LAKE XST SECTION 2, WATER, SEWER AND DRAINACg

Mr. Bowlin reported on construction of water, sewer and drainage facilities forNewport Lake Sstates, Section 2. He said that pians are being reviewed.

THE LAKTS, gTCTION 2 AND 3, trVATER, SEWER AND DRAINAGE

Mr. Bowlin repnrted on The Lakes, Section 2 and.3, water, sewer and drainage.He said birls for detention facility A-6 were received. Mr. Bowlin recommencledawarrl o{ the contract tr: the lc}w birlder, Northtex Constructir:n, in the amount nf$1,155,849.40, subject to review of the bid tabulation and a reference check. TheBoard concurred that, in is judgement, Northtex Construction was a responsiblebidder who would be most advantageous tc lhe District and would result in thebest and r:rost econcmical completion of the project.

HYDROI}NEUMATIC TANK No. 1

Mr. Br:w1in reported on hydropneumatic tank no" 1. He said the contractor iswaiting {or the tank to be delivered. Mr. Bowlin had no pay requests to presentto the Board.

WASTEI{TATER TREA PLANT EXPANSION

Mr. Bowlin reported on the wastewater treatment plant expansion. He said apre-construction meeting was held on Decernber 13, 2A17. Mr. Bowlin had nopay requests to submit to the Board.

GROUND RAGE ?ANK

Discussi<tn ensued regarding the ground str:rage tank. l4r. Bowlin said design ofthe graund starage tank is underway.

DEXDS AI$P EASHMENTS

The tsoard considered accepting a Vdater Meter Easement for the Newport LakeEstates project.

SURPLUS FUNDS

There was no discussion on this matter

WATER S , CAPACITY, CONNECTIONS AND LOT DEVELOPMENT

Mr. Bowlin reported on connectir:ns and lot develnpment.

,A.fter review and discussion, and based on the engineer's recomrnendation,Director Miller moved to: (1) approve Pay l{equest No" 5 in the amount o{

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$39,fi60'00 for the Newport Lake Estates lift stati*n; {2} awaril the contract fnrconstruction cf Detention Facility A-5 to hk:rthlex Construction in the amounl oI$1,155,849.40, subject to review o{ the bid tabulation and references; {3) accept theWaler Meter Easernent {or Xewport Lake Estates; and (4) accept the engineer'sreport. Director Spruill seconded the moticn, which passed by unanimous vr.:te"

UT1LITY AVAILABILITY OR COMMITMENT UESTS

There was no discussion on this matter"

OUT-OF-D lSTKICT SERVICT REOUEST

There was no report on this matter

PARK AND RHCRTATIONAL MATTERS

There was no report cn this rnatter

ANNgXA ON MATTERS, INCLUDING ANNEXATION REOUESTS LETTERFEASi RT

Discussion ensued regarding the annexation of approximately 131-acres into theDistrict. Ms. Holoubek discussed the annexation procedureu u*rnl said that City ofManvel approval is required. Mr. Hill said that the annexatian deposit was sent to theDistrict's bookkeeper. Discussion ensued regarding a road bond election. Mr. Hill saidthat he desired to proceed with the road bond election. The Boarcl consideredapprovlng an annexation tretter agreernent. After rliscussion, Director Cook moved loapprove the annexation ietter agreenrent. Director Carcia seconcled the motion, r+,hichpassed by unanimous vote. Ms. Holoubek asked Mr. Hill to notily ABHR when he hasclosed on the property, in order for the annexation petitions to be prepared in the new0wner's nalre.

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There was no discussion r:n this matter"

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

D

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Directors

bookkeeper's rep<]rt......."..........."Exhibit A to the Annual ReportTax assessor/collector's report .

unpaid tax ro11

Operator's report."..Engineer's reporl.........

ATTACHMENTS TO MINUTES

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