BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 6 Minutes of Meeting of Board of Directors September 11, 2018 The Board of Directors (the "Board") of Brazoria County Municipal Utility District No. 6 (the "District") met in regular session, open to the public, at 1300 Post Oak Boulevard, Suite 1400, Houston, Texas 77056, on September 11, 2018, in accordance with the duly posted notice of meeting, and the roll was called of the duly constituted officers and members of said Board, as follows: R. Michael Haney, President Rick King, Vice President L'Sheryl D. Hudson, Secretary Erich R. Bell, Assistant Secretary David Ulsh, Assistant Secretary and all of said persons were present, with the exception of Director Hudson, who entered the meeting after it had been called to order, as noted herein, and Director Ulsh, thus constituting a quorum. Also present were Lisa Bonham and Cheryl Rogers of Jones & Carter, Inc. ("J&C"); Cynthia Colondres of Municipal Accounts & Consulting, L.P. ("MA&C"); Esther Shaver of Assessments of the Southwest, Inc. ("ASW"); Chris Wilson of Si Environmental, LLC ("Si"), who entered the meeting after it had been called to order, as noted herein; John Nguyen of J. Hunter Properties ("J. Hunter"), who entered after the meeting was called to order, as noted herein; Liem Dang of DLA Architects ("DLA"), who entered after the meeting was called to order, as noted herein; and Will Stafford and Jenny Johnson of Schwartz, Page & Harding, L.L.P. ("SPH"). The President called the meeting to order and declared it open for such business as might regularly come before the Board. MINUTES The Board considered the minutes of its meeting held on August 14, 2018. After discussion regarding the minutes previously forwarded for review, it was moved by Director Haney, seconded by Director Bell, and unanimously carried, that said minutes be approved, as written. TAX ASSESSOR-COLLECTOR'S REPORT Ms. Shaver distributed to and reviewed with the Board the Tax Assessor-Collector's Report for the month ended August 31, 2018, and an Unpaid Accounts Tax Roll as of September 7, 2018, copies of which are attached hereto as Exhibit A. After discussion, on motion made by 1
Director Bell, and seconded by Director Haney, the Board voted unanimously to approve the report and authorize the payments listed therein. Mr. Nguyen entered the meeting at this time. PUBLIC HEARING REGARDING ADOPTION OF THE DISTRICT'S 2018 TAX RATE AND LEVY OF THE DISTRICT'S 2018 TAX RATE AND ADOPTION OF AN ORDER IN CONNECTION THEREWITH The Board conducted a hearing regarding the imposition of a proposed debt service tax rate and a maintenance tax rate for 2018. It was noted that no taxpayer appeared at the hearing. Upon motion made by Director King, seconded by Director Haney and unanimously carried, the hearing was closed. The Board discussed the setting of the 2018 tax rate. Ms. Shafer confirmed that that the notice had been published in the Pearland Reporter and that an Affidavit of Publication was received in connection therewith, a copy of which is attached hereto as Exhibit B, in accordance with all legal requirements and as directed at the previous meeting. After discussion on the matter, Director King moved that: (1) the Board adopt the tax rate as proposed at the District's August 14, 2018, meeting and as reflected in the notice, being a total 2018 tax rate of $0.60 per $100 of assessed valuation; and (2) the Order Levying Taxes attached hereto as Exhibit C be adopted in connection therewith and that the President be authorized to execute and the Secretary to attest same on behalf of the Board and the District. Director Haney seconded said motion, which carried unanimously. APPROVE AMENDMENT TO DISTRICT INFORMATION FORM Mr. Stafford presented and discussed with the Board an Amendment to the Seventh Amended and Restated District Information Form ("DIF") relative to the District's tax rate. After discussion regarding the amendment to the DIF, Director King moved that the amended DIF be approved and that the Board members present be authorized to execute same on behalf of the Board and the District. Director Haney seconded said motion, which carried unanimously. DELINQUENT TAX COLLECTIONS REPORT Mr. Stafford presented a Delinquent Tax Report from Perdue, Brandon, Fielder, Collins & Mott L.L.P., the District's delinquent tax collection attorneys, regarding legal action taken on delinquent tax accounts, and advised that no action was necessary in connection therewith. A copy of said report is attached hereto as Exhibit D. OPERATIONS REPORT Mr. Wilson presented to and reviewed with the Board an Operations Report for the month of August 2018, a copy of which is attached hereto as Exhibit E. Director Hudson and Mr. Dang entered the meeting at this time. 2
ENGINEERING REPORT Ms. Rogers presented to and reviewed with the Board the Engineering Report dated September 11, 2018, a copy of which is attached hereto as Exhibit F. Ms. Rogers reported that the Texas Commission on Environmental Quality (the "TCEQ") had recently released the draft Storm Water Management Plan/MS4 Permit. She noted that the District will be required to update their Storm Water Management Plan ("SWMP") to be in compliance with the new permit by June 2019 and requested authorization for J&C to complete the permit renewal application, at a proposed cost of $20,000, which includes updating the SWMP. In connection with the City of Pearland's (the "City") proposed tie-in to the District's storm water drainage system, as depicted in the design plans for the proposed construction of a frontage road along SH288 between FM 518 and CR 59 by the City, Brazoria County, Texas Department of Transportation, and Brazoria County Toll Road Authority, Ms. Bonham reported that the City has advised it no longer plans to tie into the District's storm water drainage system and will reroute its flows to Caney Creek. In connection with the Water Plant Improvements 2018 project, Ms. Rogers reported to the Board that Brazoria County Municipal Utility District No. 2 ("No. 2") has approved Pay Estimate No. 1 submitted by Veritas Management DBA Black Castle GC, in the amount of $33,570.00. She advised that the District's share of said pay estimate is $10,876.68. Mr. Nguyen addressed the Board and discussed the status of development of the out-of- District tract owned by J. Hunter (the "Silverland Tract"). In that regard, Mr. Nguyen requested a letter from the District outlining the terms by which the District will sell water and sanitary sewer service to the Silverland Tract. The Board requested that SPH prepare the requested letter to be sent to J. Hunter. Messers. Nguyen and Dang exited the meeting at this time. Ms. Rogers handed out and discussed with the Board photographs relative to J&C investigation of the backslope swale near the Clarence E. Sasser Park (the "Park"), as previously requested by the Board. Director Hudson advised that the pictures did not include the area of concern, and gave an overview of the location to Ms. Rogers. Ms. Rogers noted that J&C will investigate the area described by Director Hudson. Ms. Rogers also reported on the status of repairs to several Park items discussed at last month's Board meeting. In connection therewith, Ms. Rogers recommended the Board authorize Si to repair the wooden planks on the bridge. Following discussion of the Engineering Report, it was moved by Director Haney, seconded by Director King and unanimously carried that the Board approve and concur with J&C's recommendations and all action items listed above and in the Engineer's Report. 3
AMENDMENT TO THE DISTRICT'S RATE ORDER The Board deferred consideration of an amendment to the District's Rate Order at this time and to revisit the matter during discussion involving adoption of the 2019 tax rate. CLARENCE E. SASSER PARK REPORT Director Hudson reported on several issues regarding the Park, including re-mulching the playground. Director King requested that J&C get an estimate to replace the playground mulch and to perform an inspection of the Park for any recommend maintenance. DISTRICT WEBSITE The Board discussed issues during the past month relative to the website servers. After discussion, the Board took no action at this time. SECURITY REPORT Director King presented a Security Report prepared by the Brazoria County Sheriff's Office ("BCSO") for the month of August 2018, a copy of which is attached hereto as Exhibit G. UTILITY COMMITMENT REQUESTS The Board deferred consideration of the issuance of utility commitments after being advised by Ms. Bonham that no requests had been received since the Board's last meeting. DEVELOPERS' REPORTS The Board deferred consideration of the Water Supply and Sanitary Sewer Contract with J. Hunter Properties. BOOKKEEPER S REPORT Ms. Colondres presented to and reviewed with the Board the Bookkeeper s Report, dated September 11, 2018, attached hereto as Exhibit H, including the disbursements presented for payment, as prepared by MA&C. After discussion, Director Haney moved that the Bookkeeper s Report be approved and payment be authorized of the disbursements listed therein, with the exception of check no. 10291, which was voided. Director King seconded the motion, which unanimously carried. PUBLIC COMMENTS The Board deferred consideration of public comments after noting that no members of the public were present. 4
DISCUSSION ON PROPOSED FORMATION OF EMERGENCY SERVICES DISTRICTS ("ESDS "I NOS. 4 AND 5 Mr. Stafford reported regarding his discussion with the City relative to the current emergency services provided by the City pursuant to the Sales and Use Tax Agreement by and between the District and the City. A discussion ensued regarding recent developments involving the proposed formation of Emergency Services Districts Nos. 4 and 5. The Board took no action on the matter at this time. ATTORNEY'S REPORT The Board considered the Attorney's Report. In connection therewith, Mr. Stafford distributed the Annual Maintenance for Arbitrage Analysis Report ("Report" ) dated August 23, 2018, prepared by Municipal Risk Management Group, L.L.C. ("MRMG"), a copy of which is attached hereto as Exhibit I, and reviewed same with the Board. Mr. Stafford noted that according to the report, the only action required at this time concerns the preparation of the 5 year Arbitrage Report for the District's $8,060,000 Unlimited Tax Refunding Bonds, Series 2014. In that regard, Mr, Stafford presented and reviewed with the Board an engagement letter from Arbitrage Compliance Specialists, Inc. ("ACS"), a copy of which is attached hereto as Exhibit J, for preparation of the 5'" year Arbitrage Report for the District's $8,060,000 Unlimited Tax Refunding Bonds, Series 2014 (the "Arbitrage Report" ). After discussion on the matter, Director Bell moved that ACS be engaged to prepare the Arbitrage Report in accordance with such proposal and that the President be authorized to execute same on behalf of the Board and District. Director Haney seconded said motion, which unanimously carried. MATTERS FOR NEXT AGENDA The Board considered items for placement on future agendas. No specific agenda items, other than routine and ongoing matters and matters noted earlier in the meeting were requested. AD JOURNMENT There being no further business to come before the Board, on motion made by Director Haney, seconded by Director Hudson, and unanimously carried, the meeting was adjourned.
LIST OF ATTACHMENTS TO MINUTES Exhibit A - Exhibit B - Exhibit C - Exhibit D - Exhibit E - Exhibit F - Exhibit G - Exhibit H - Tax Assessor/Collector's Report Affidavit of Publication Order Levying Taxes Delinquent Tax Report Operations Report Engineering Report BSCO Security Report Bookkeeper s Report Exhibit I - Annual Maintenance for Arbitrage Analysis Report dated August 23, 2018 Exhibit J - Engagement Letter from Arbitrage Compliance Specialists, Inc. for preparation of 5 th Year Arbitrage Report for the District's $8,060,000 Unlimited Tax Refunding Bonds, Series 2014 501722_1 6