MINUTES

SIENNA PLANTATION LEVEE IMPROVEMENT DISTRICT OF FORT BEND COUNTY,TEXAS

March 6, 2019

The Board of Directors ("Board") of Sienna Plantation Levee Improvement District ofFort Bend Coimty, Texas ("District") met in regular session, open to the public, on March 6,2019, at 202 Century Square Boulevard, Sugar Land, Texas, outside the boundaries of the District,and the roU was called of the members of the Board:

Kendall Beckman President

John P. "Bucky" Richardson Vice President/Assistant SecretaryTemika B. Jones Secretary/Assistant Vice President

and all of the above were present, thus constimting a quorum.

Also present at the meeting were: Troy GoodeU of Sienna Plantation Residential Association,Inc. ("SPRAI"); Kristy Hebert of Tax Tech, Inc.; James Brown and Scott Frankovich of LJAEngineering 8c Surveying, Inc. ("LJA"); Mary Lutz and Diane Bailey of McLennan & Associates, L.P.;Trey Sawyer of CDC Unlimited, LLC; Jimmy Thompson, Jeff Perry, and Ross Autrey of LeveeManagement Services LLC ("LMS"); Beth Shields of 2Bits Consulting; David Beyer of Storm WaterSolutions, LP ("SWS"); Adam Cohen of Robert W. Baird & Co., Inc.; Alvin San Miguel of SiennaPlantation Development Co.; Joe Castillo of ToU Brothers, Inc.; Angela Lutz of AUen BooneHumphries Robinson, LLP; Rich MuUer, Kene Chinweze, and Jessica Richardson of The Muller LawGroup, PLLC ("MLG"); and Jim Sokolowski, a resident of the District.

MINUTES

The Board considered approving the minutes of the February 6, 2019, Board meeting, whichwere distributed to the Board for review prior to the meeting. Following review and discussion.Director Jones moved to approve the minutes of the February 6, 2019, meeting. Director Beckmanseconded the motion, which passed unanimously.

COMMENTS FROM THE PUBLIC

Director Richardson opened the meeting for public comment. There were no members ofthe public who wished to address the Board.

ANNUAL REPORT

Mr. Muller presented to the Board the District's Annual Report, which he noted, includes theDistrict's most recent Official Statement and audit for the fiscal year ending September 30, 2018. Hestated that the Annual Report is required to be filed in accordance with the continuing disclosureobligations contained in the District's bond resolutions. Following review and discussion. DirectorJones moved to approve the Annual Report and to authorize MLG to submit the Annual Report incompHance with the continuing disclosure provisions contained in the District's bond resolutions.Director Beckman seconded the motion, which passed unanimously.

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FINANCIAL AND BOOKJCEEPING MATTERS

Ms. Bailey presented and reviewed with the Board the monthly bookkeeper's report, includingthe year-to-date budget comparisons, the Hst of bills presented for payment, the investment report,and the District's bond summary reports, a copy of which is attached. She noted that check nos. 1535,1536,1537, and 1538 to LJA for design fees will be voided and reissued pending future bond funding.Following review and discussion. Director Richardson moved to approve the bookkeeper's report,including payment of the checks presented. Director Jones seconded the motion, which passedunanimously.

TAX ASSESSMENT AND COT .1 F.CTION MATTERS

Ms. Hebert presented and reviewed the monthly tax assessor/collector's report, includingthe hsts of checks submitted for payment from the District's tax account. She reported that theDistrict's 2018 taxes were 95.56% collected as of February 28, 2019, and are 96.00% collected to-date.She noted scheduled transfers to the District's operating and maintenance and bond funds. Followingreview and discussion. Director Richardson moved to approve the tax assessor/collector's report andauthorize payment of checks submitted for approval. Director Jones seconded the motion, whichcarried by unarumous vote. A copy of the tax assessor/collector's report is attached.

Ms. Hebert reported that Sienna Plantation Municipal Utihty District No. 6 ("SPMUD 6") islevying its 2018 tax rate in April. She reported that the Fort Bend Central Appraisal District("FBCAD") requires that in order for SPMUD 6 to levy taxes now, the District must waive its right toreceive notice by mail of the District's accounts located in SPMUD 6 and agree not to protest the 2018values. Ms. Hebert noted that the appraised value of each property is $0. Following review anddiscussion. Director Richardson moved to approve execution of a letter to FBCAD waiving theDistrict's right to receive notice by mail and to protest the 2018 value. Director Jones seconded themorion, which passed unanimously.

RESOLUTION CONCERNING F.XEMPT10NS FROM TAXATION

The Board considered estabhshing exemptions from taxation for the 2019 tax year. Mr. MuUernoted that the District currently offers an exemption of $20,000 to homeowners who are disabled or65 years of age and older. Mr. Cohen presented and reviewed an Over 65 and Disabled ExemptionAnalysis, a copy of which is attached. He reviewed the expected impact of various exemptions withthe Board. Following review and discussion. Director Richardson moved to adopt a ResolutionConcerning Exemptions from Taxation, reflecting a $25,000 exemption to residents who are disabledor 65 years of age and older and rejecting any exemptions for general residential homesteads orexemption of certain tangible personal property not producing income. The motion was seconded byDirector Jones and passed by unanimous vote.

OPERATION OF DISTRICT FACILITTE.S. BIT.LINGS. REPAIRS. AND MAINTENANCE

Mr. Perry presented and reviewed the monthly operations report, a copy of which is attached.

Mr. Perry reported on District water levels, noting that the system is now on gravity flow.

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Mr. Perry reported on maintenance and repairs at the District's levee, channels, reserves, andoutfalls. He reported that numerous resident fences have fallen on levee property and will impede theDistrict's ability to mow its facilities. Mr. Perry stated that LMS will work with SPRAI to contact theresidents regarding removal of theit fences.

Mr. Perry updated the Board on maintenance and repairs performed at the North and SouthPump Stations. He reported that LMS performed generator testing at both pump stations and noissues were found. He added that load bank testing at the pump stations will be performed this month.Mr. Perry reported on clearing of the outfall at the South Pump Station.

Mr. Perry reported that installation of staff gauges at the south locations is complete.

Mr. Perry reported that installation of a Remote Monitoring System at the North Pump Stationwill be complete prior to the Board's next meeting.

Mr. Perry reported that the District received a Residential Access Permit Apphcation forconstruction of a pool. He reported that LMS does not recommend approval of the apphcationbecause the property is located adjacent to lake property and accessing lake property with constructionequipment will likely cause damage to the property. The Board determined to deny the apphcation.

MAINTENANCE. MOWING. FERTILIZATION. AND HKRBTCIDING OF DISTRICT

FACILITIES

Mr. Sawyer presented and reviewed the landscape mowing and maintenance report. Mr.Sawyer reviewed photographs of sUt fencing from previous construction that was never removed andimpedes mowing and maintenance. Discussion ensued regarding how to ensure removal of siltfencing once construction is complete.

Mr. Perry reported on maintenance and mowing performed by Texas Landscape Group.

Mr. Muher reviewed correspondence from Berg Ohver regarding ongoing environmentalpermitting matters.

ENGINEER'S REPORT

Mr. Brown presented and reviewed the engineer's report and updated the Board on thestams of construction projects in the District. A copy of the engineer's report is attached.

Mr. Brown presented and reviewed a bond project schedule and tracking chart, a copy ofwhich is attached.

Mr. Brown updated the Board on the status of sluice gate and flap gate projects currentlyunder design. He reported that LJA is investigating the option of leaving existing sluice gates in placeand constructing a flap gate stmcture either inside or outside of the levee at the South Pump Station.

Mr. Brown updated the Board on the bids received for construction of Sienna South PumpStation No. 4, Phase 1. He reported that two bids were received and that the low bidder was Principal

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Plant Services in the amount of $11,697,114.86. Mr. MuUer noted that the project wiU be paid withfuture bond funds. Mr. Brown stated that LJA recommends that the Board approve a partial awardof the project to allow for preparation and submittal of shop drawings in order to expedite the project.

Mr. Brown updated the Board on the stams of construction for the North Pump Station sluicegates, sluice gates at Acreage Estates, and back-up sluice gates at outfall strucmre no. 2. He reportedthat all gates and hardware have been delivered. Mr. Brown discussed with the Board the option ofchanging the project design to have the sluice gates put on the inside of the structure and then addingflap gates to the outside of the facility at a later date. The Board authorized LJA to obtain a changeorder from Jerdon Enterprise, LP for the change in project scope.

Mr. Brown updated the Board on the Channel 3 improvements, phase 2 expansion (fromChannel 3-3 to Main Channel). He stated that the project is substantially complete and that the finalinspection is pending.

Mr. Brown updated the Board on the status of construction of the Main Channel expansionand regional storage, phase 1.

Mr. Brown updated the Board on the erosion of Steep Bank Creek near the North PumpStation. Mr. Brown reported that LJA wiU meet with Fort Bend County Drainage District ("DrainageDistrict") to discuss the Drainage District's capabTtties for making the repair. Mr. Brown presentedfor Board execution a letter to the U.S. Army Corps of Engineers ("Corps") notifying the Corps ofthe emergency repair. Mr. MuUer presented and reviewed an Interlocal Agreement for Constructionof Steep Bank Creek Erosion Repait between the District and the Drainage District.

Mr. Brown updated the Board on the update to the Master Drainage Plan for Sienna Southrelated to the new Atlas 14 drainage criteria.

Mr. Brown presented for Board approval a Permit for Construction of Facilities in the LeveeRight-of-Way for Sienna Plantation Municipal Utility District No. 1 for construction of a force main.

Mr. Brown discussed the slope failure at the South Discharge Channel. He reported that theDrainage District is unable to make the repair and that LJA recommends adding the project to thescope of the Channel 3 improvements. Phase 2 expansion. He reported that LJA wH obtain a changeorder for the work.

Mr. Brown updated the Board on the Channel 2 Dteral Ditch, noting that LMS will deepen thechannel by three feet at a cost of $17,000. The Board noted that the expense should be paid from theDistrict's general operating account.

Mr. MuUer reported on preparation of a deed for South Pump Station No. 4 property. Hepresented a proposal from Berg Oliver for preparation on an environmental smdy for the property inthe amount of $2,600.

Mr. MuUer presented and reviewed with the Board an Abandonment of Easement Agreementfor the Channel 4, Phase 1 property.

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Mr. Frankovich stated that there was nothing new to report regarding the District's $30,000,000levee bond apphcation.

Following review and discussion. Director Richardson moved to: 1) approve the engineer'sreport; 2) partially award the construction of Sienna South Pump Station No. 4 to Principal PlantServices, Ltd., the contractor whose bid, in the opinion of the Board, will result in the best and mosteconomical completion of the project; 3) authorize execution of the notification of emergency letterto the Corps; 4) approve the Interlocal Agreement for Constmction of Steep Bank Creek ErosionRepair between the District and the Drainage District; 5) approve the Permit for Construction ofFacilities in the Levee Right-of-Way for Sienna Plantation Municipal Utility District No. 1; 6) authorizeLMS to deepen the Channel 2 Lateral Ditch; 7) authorize Director Beckman to approve the changeorder for including the repair to the South Discharge Channel in the scope of the Channel 3improvements. Phase 2 expansion; 8) approve the proposal from Berg Oliver in the amount of $2,600;and 9) approve the Abandonment of Easement Agreement. Director Jones seconded the motion,which passed unanimously.

REPORT REGARDING DEVELOPMENT IN THE DISTRICT

Mr. San Miguel updated the Board regarding development in Sienna Plantation.

Mr. GoodeU reported that SPRAI received a resident request to host a kayaking event atAvalon Lake. The Board determined to approve the request.

DISTRICT APPT JC ATIONS TO FEDERAL EMERGENCY MANAGEMENT AGENCY

Ms. Richardson updated the Board regarding the District's 2016 apphcations to the FederalEmergency Management Agency ("FEMA").

Mr. MuUer updated the Board on the District's mitigation grant apphcations to FEMA.

FORT BEND FLOOD MANAGEMENT ASSOCIATION

The Board did not receive an update regarding the Fort Bend Flood Management Association.

STORMWATER OUALITY MANAGEMENT PLAN

Mr. Beyer presented to the Board a proposed Master Services Agreement between SWS andthe District. He then presented a proposal from SWS for preparation and submittal of a new StormWater Management Plan for compHance with the new MS4 permit in the amount of $30,000 and$35,000 annually for oversite and implantation of the new Storm Water Management Plan, the costof which, he noted will be shared among the Sienna Plantation coahtion districts. Following reviewand discussion. Director Richardson moved to approve the Master Services Agreement with SWS andthe proposal from SWS for preparation and implementation of the new Storm Water ManagementPlan. Director Jones seconded the motion, which passed unanimously.

FUTURE MEETING DATES AND AGENDA ITEMS

The Board confirmed its intention to hold a meeting on March 27,2019 to discuss park matters

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and to hold the next levee facilities meeting on April 3, 2019.

PUBLIC COMMENTS rCQNTINUEDi

The Board reopened the meeting for public questions. Mr. Jim Sokolowski addressed theBoard regarding slope erosion. Mr. Perry reported that the Drainage District has scheduled theerosion repair and that LMS continues to monitor the erosion.

CONVENE IN EXECUTIVE SESSION PUR.SUANT TO SECTION 551.072. TEXAS GOVF.RNMF.NT

CODE. TO CONSULT WITH ATTORNEY ABOUT REAL ESTATE PROPERTY

The Board convened in Executive Session, and Director Beckman announced the date and time to be12:50 p.m.

RECONVE.NE IN OPEN SESSION

The Board reconvened in regular session, and Director Beckman announced the date and time to be1:10 p.m. The Board took no action.

There being no further business to come before the Board, the meeting was adjourned

Secretary, B ird of Directors(SEAU .

OF

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LIST OF ATTACHMENTS TO MTNTTTF..S

Minutes Page

monthly bookkeeper's report 2tax assessor/collector's report 2Over 65 and Disabled Exemption Analysis 2operations report 2CDC's maintenance report 3engineer's report 3bond project schedule and tracking chart 3

AU documents referenced in these minutes and not attached herein are retained in the District's official records

in accordance with the District's Record Management Program and are available upon request.

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