BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 6 Minutes of Meeting of Board of Directors July 10, 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 July 10, 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, thus constituting a quorum. Also present were Lisa Bonham and Cheryl Rogers of Jones & Carter, Inc. ("J&C"); Arturo Cornejo of Municipal Accounts & Consulting, L.P. ("MA&C"); Esther Shaver of Assessments of the Southwest, Inc. ("ASW"); Loren Morales of RBC Capital Markets ("RBC"); Kyle Melgrin of Si Environmental, LLC ("Si"); J. Mark Sappington, P.E. of Sappington Engineering, LLC; Jesse Hale, who entered the meeting after it had been 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 June 12, 2018. After discussion regarding the minutes previously forwarded for review, it was moved by Director King, seconded by Director Haney, and unanimously carried, that said minutes be approved, as written. CONTINUING DISCLOSURE REPORT Mr. Stafford advised the Board that the District's continuing disclosure counsel, Coats Rose, P.C., has advised that the District's continuing disclosure report for its fiscal year ended December 31, 2017, has been filed with the appropriate repositories. TAX ASSESSOR-COLLECTOR'S REPORT Ms. Shaver distributed to and reviewed with the Board the Tax Assessor-Collector's Report for the month ended June 30, 2018, and an Unpaid Accounts Tax Roll as of July 5, 2018, copies of which are attached hereto as Exhibit A. After discussion, on motion made by Director 1
Haney, and seconded by Director King, the Board voted unanimously to approve the report and authorize the payments listed therein. DELINQUENT TAX COLLECTIONS REPORT Mr. Stafford advised that delinquent tax collections reports from Perdue, Brandon, Fielder, Collins & Mott L.L.P. ("Perdue"), the District's delinquent tax collection attorneys, regarding legal action taken on delinquent tax accounts are submitted quarterly and that no report was received this month. OPERATIONS REPORT Mr. Melgrin presented to and reviewed with the Board an Operations Report for the month of June 2018, a copy of which is attached hereto as Exhibit B. Director King reported on complaints from District residents regarding auto-draft services not working on their June water bills. In connection therewith, Mr. Melgrin reported that Si switched to a new electronic payment program, and as a result, monthly auto-draft payments were not processed for residents who have not authorized the new provider to draft such payments. After discussion on the matter, it was moved by Director Ulsh, seconded by Director Haney and unanimously carried, that late fees and delinquent fees associated with the rollover into the new electronic payment program for the previous 30-day billing cycle be waived and that Si include a notice in the District customers' water bills reminding of the change in electronic payment program and notifying of the one-time waiver of late and delinquent fees associated therewith. ENGINEERING REPORT Ms. Rogers presented to and reviewed with the Board the Engineering Report dated July 10, 2018, a copy of which is attached hereto as Exhibit C. Ms. Rogers provided the Board with an update concerning the feasibility study prepared by J&C, on behalf of the property owner adjacent to a tract of land owned by the District (the "Detention Tract") for the purposes of constructing storm water detention capacity sufficient to serve the Gustafson Tract. Mr. Hale introduced himself to the Board as the owner of the property adjacent to the Detention Tract. A discussion ensued regarding a proposed land trade involving the Detention Tract. Mr. Sappington addressed the Board and discussed the status of development on the Gustafson Tract. In connection therewith, Mr. Sappington reported that earlier today, the Board of Commissioners of Brazoria Drainage District No. 4 ("BDD4") approved the Final Drainage Plan (the "Drainage Plan") for the Gustafson Tract. After a lengthy discussion, Ms. Bonham recommended that the Board authorize J&C to work with BDD4 to obtain a variance relative to detention capacity required by the Drainage Plan, and approve the land trade as proposed by Mr. Hale, in theory, subject to BDD4's granting of such variance to the District. Mr. Stafford advised that Mr. Hale would be responsible for the fees incurred by the District associated with documenting said land swap, to which the Board and Mr. Hale concurred. 2
In connection with the Lift Station No. 3 Expansion project (the "LS Expansion Project"), Ms. Rogers reported the Board that eight (8) bids for the LS Expansion Project were received on June 15, 2018. She reminded the Board that at its June 10, 2018 meeting, it delegated its authority to Director King to award the contract for the project in accordance with J&C's recommendations. She advised that J&C reviewed the references and financial statements of the lowest bidder, Jollux Enterprises, Inc., and determined Jollux not to be the most advantageous bidder. In that regard, Ms. Rogers advised the Board that J&C is recommending that the District award the contract to the second lowest bidder, Hassell Construction Company, Inc. ("Hassell"), in the amount of $345,600. She advised that the District's share of the construction cost is approximately $319,000. In connection with the Lift Station Nos. 2 & 5 Rehabilitation project, Ms. Rogers reported that Brazoria County Municipal Utility District No. 3 ("No. 3") has approved Pay Estimate No. 6 submitted by T&C Construction, in the amount of $13,500. She advised that the District's share of said pay estimate is $9,288. Ms. Rogers provided the Board with an update concerning the Channel Rehabilitation project. In connection therewith, Mr. Stafford reminded the Board that the District's estimated share in the cost of the project is $170,000, including contingencies and engineering costs. He noted that the District will likely have sufficient surplus funds available that can be utilized for said expense following the completion of the projects funded by the District's $4,740,000 Unlimited Tax Bonds, Series 2018. In that regard, Mr. Stafford presented to and reviewed with the Board a Resolution Expressing Intent to Reimburse Operating Account relative to the project, a copy of which is attached hereto as Exhibit D. Ms. Rogers reported that Brazoria County Municipal Utility District No. 2 ("No. 2") has authorized an annual inspection of the District's joint water plant, in the amount of $3,900. She advised that the District's share of such expense is approximately $2,000. Ms. Rogers reported that the District received a request from a consultant on behalf of the City of Pearland (the "City") for GIS shapefiles and maps of existing and proposed infrastructure, record drawings of existing infrastructure, and information on long range projects of the District. She requested the District's authorization to submit such information to the City. Ms. Rogers presented to and discussed with the Board a Summary of Commercial and Multi-Family Water Rate Analysis, a copy of which is attached hereto as Exhibit E. Following discussion, the Board deferred any action at this time regarding water rates. Following discussion of the Engineer's Report, it was moved by Director King, seconded by Director Haney 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. CLARENCE E. SASSER PARK ("PARK") REPORT The Board acknowledged that there was nothing of note to report regarding the Park. 3
DISTRICT WEBSITE The Board deferred consideration of the website after noting that no reports regarding the District's website have been submitted. SECURITY REPORT Director King handed out a Security Report prepared by the Brazoria County Sheriff's Office ("BCSO") for the month of May 2018, a copy of which is attached hereto as Exhibit F. UTILITY COMMITMENT REQUESTS The Board deferred consideration of the issuance of utility commitments after being advised by Ms. Rogers that no requests had been received since the Board's last meeting. DEVELOPERS' REPORTS The Board deferred consideration of the developers' reports after noting that no reports were offered. The Board deferred consideration of the Water Supply and Sanitary Sewer Contract with J. Hunter Properties. BOOKKEEPER S REPORT Mr. Cornejo presented to and reviewed with the Board the Bookkeeper s Report, dated July 10, 2018, attached hereto as Exhibit G, 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. 10234 which was voided. Director Bell 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. ATTORNEY'S REPORT The Board considered the Attorney's Report. In connection therewith, Mr. Stafford advised the Board that he had nothing further to discuss with the Board of a legal nature which was not covered under specific agenda items. 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. 4
AD JOURNMKNT There being no further business to come before the Board, on monon made by Director Haney, seconded by Director Ulsh, and unanimously carried, the meeting was adjourned. L'Sheryl 6 Ffudson, Secretary
LIST OF ATTACHMENTS TO MINUTES Exhibit A - Exhibit B - Exhibit C - Exhibit D - Exhibit E - Exhibit F - Exhibit G - Tax Assessor/Collector's Report Operations Report Engineering Report Resolution Expressing Intent to Reimburse Operating Account Summary of Commercial and Multi-Family Water Rate Analysis BSCO Security Report Bookkeeper s Report 497083_1 6