MINUTES OF REGULAR MEETING KLEINWOOD MUNICIPAL UTILITY DISTRICT HARRIS COUNTY, TEXAS. 26 February 2015

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1 MINUTES OF REGULAR MEETING KLEINWOOD MUNICIPAL UTILITY DISTRICT HARRIS COUNTY, TEXAS 26 February 2015 STATE OF TEXAS COUNTY OF HARRIS The Board of Directors (the "Board") of Kleinwood Municipal Utility District (the "District") of Harris County, Texas, met in regular session, open to the public, on the 26th day of February, 2015, at the District Office, Kleinwood Drive, Spring, Texas, within the boundaries of the District, and the roll was called of the duly constituted officers and members of the Board, to-wit: Sherry Allard Joe Fratangelo Vacant Robert Ehmann David C. Guerrero President Vice President Secretary/Treasurer Assistant Vice President & Assistant Secretary Assistant Secretary and lnvestment Officer and all of said persons were present, thus constituting a quorum Also present were: René Andel of Wheeler & Associates, Inc. ("Wheeler"), representing Barbara Wheeler, the Tax Assessor/Collector for the District; Mike Christopher, P.E., and Ryan Ard, P.E., of Jones & Carter, lnc. ("J&C"), Engineer for the District; Erik Thiry of Environmental Development Partners, L.L.C. ("EDP"), Operator for the District; Roger Schuett, Office Manager for the District; Zachary Hardoin and Les Griffith representing Champions Hydro-Lawn, lnc. ("CHL"); Sergeant Ernie Gonzalez and Deputy Constable Bruce Palacios with Harris County Precinct 4 Constable's Office (the "Constable's Office"); Bernie Bryl, a former Director of the District; Will Yale and David Green of Coats, Rose, Yale, Ryman & Lee, P.C. ("Coats Rose"), Attorney for the District; and Jeff Gobbell, a resident of the District. Director Allard called the meeting to order MINUTES OF THE MEETINGS OF JANUARY 2OI5 EMBER DECEMBER AND The minutes of the meeting of the Board held on 20 November 2014, previously distributed to the Board, were presented for consideration and approval. After discussion, upon a motion duly made and seconded, the Board voted unanimously to approve the minutes of the meeting of 20 November 2014, as written.

2 The minutes of the meeting of the Board held on 18 December2014, previously distributed to the Board, were presented for consideration and approval. After discussion, the Directors deferred consideration of the minutes of the meeting of 18 December 2014 to a future meeting of the Board. The minutes of the meeting of the Board held on 22 January 2015, previously distributed to the Board, were presented for consideration and approval. After discussion, upon a motion duly made and seconded, the Board voted unanimously to approve the minutes of the meeting of 20 January 2015, as written. PEACE OFFICER'S REPORT The President recognized Deputy Palacios, who presented the Peace Officer's Report, a copy of which is attached hereto. The Directors then discussed security related issues. ln response to a question from Director Ehmann, Sergeant Gonzalez stated that in the future the Peace Officer's Report could show whether the reported incidents occurred during the daytime or evening shift. DEVELOPMENT REPORT Mr. Yale distributed copies of the Development Report as prepared by J.M. Lightfoot lnterests, lnc., regarding the status of development of The Falls at Champion Forest; Champion Falls Estates; Champion Woods Estates; Avery at Champion Woods; and Champion Woods Commercial. A copy of the Development Report is attached hereto. DETENTION AND DRAINAGE FACILITIES REPORT The President recognized Mr. Hardoin, who submitted to and reviewed with the Board the Detention and Drainage Facilities Report (the "Detention Facilities Report") prepared by CHL in connection with the maintenance of the Champion Woods Estates Detention Pond. A copy of the Detention Facilities Report is attached hereto as an exhibit to these minutes. After discussion, upon a motion duly made and seconded, the Board voted unanimously to accept the Detention Facilities Report TAX ASSESSOR/COLLECTOR'S REPORT The President recognized Ms. Andel, who submitted to and reviewed with the Board the Tax Assessor/Collector's Report. A copy of the Tax Assessor/Collector's Report is attached hereto. lt was noted that the District had collected 91.6o/o of its 2014 taxes. The Directors also reviewed and discussed the Delinquent Collections Listing, a copy of which is attached hereto. Ms. Andel noted that Wheeler was requesting approval for nine checks written on the District's tax account, and two transfers by wire as follows: a transfer of $177, in revenues from the tax for maintenance and operations to the District's Operating Fund and $555, to the Debt Service Fund. 2

3 Then, after discussion, upon a motion duly made and seconded, the Board voted unanimously to approve the Tax Assessor/Collector's Report and to authorize payment of the checks listed therein. RESOLUTION CONCERNING TAX EXEMPTIONS FOR 2OI5 Next, Mr. Yale submitted a draft RESOLUTION CONCERNING EXEMPTION OF RESIDENCE HOMESTEADS FROM T ü(at ON for the Board's consideration. Mr. Yale noted that the resolution had been prepared with the same exemptions that had been offered for 2014, that is $25,000 for persons who are disabled or who are sixty-five years of age or older and a 20o/o general residential homestead exemption (collectively, the "Exemptions"). After discussion, upon a motion duly made and seconded, the Board voted unanimously to grant the following Exemptions for 2015 and to adopt a RESOLUTION CONCERNING EXEMPTION OF RESIDENCE HOMESTEADS FROM TAXATION: (1)$25, exemption for individuals who are disabled or sixty-five years of age or older; and (2) a 2)o/o general residential homestead exemption. A copy of the Resolution is attached hereto and shall be considered to be part of these minutes. AGREEMENT FOR DELINQU TAX COLLECT ON SERVICES Mr. Yale then explained that the Board could impose a statutory charge (the "Collection Charge") of up to 20o/o on all 2014 taxes, penalties, and interest delinquent on 1 July 2015 for real property (and on 1 Aprn 2015 for personal property), said Collection Charge to be used to finance the costs of collection of the delinquent taxes. ln order to do so, he continued, the Board must first confirm its agreement (the "Agreement") for delinquent tax attorney services with Perdue, Brandon, Fielder, Collins & Mott, L.L.P. He explained further that under the Agreement, the amount paid by the District to the District's Delinquent Tax Attorney for the collection of delinquenl 2014 taxes would be equal to the additional Collection Charge as approved by the Board on all 2014 taxes, penalties, and interest delinquent on the applicable dates, up to the statutory maximum of 20o/o, pursuant to Sections 33.07, 33.08, and of the Texas Tax Code. After discussion, upon a motion duly made and seconded, the Board voted unanimously to confirm its Agreement with the District's Delinquent Tax Attorney. COLLECTION CHARGE ON ALL DELINOUENT 2OI4 TAXES. PENALTIES. AND INTEREST Consideration was then given to imposing the Collection Charge as described above. After discussion, upon a motion duly made and seconded, the Board voted unanimously to impose a 20o/o Collection Charge on all 2014 taxes, penalties, and interest that are due and remain delinquent as of the applicable dates, pursuant to Sections 33.07, 33.08, and of the Texas Tax Code. A copy of the CERTIFICATE OF BOARD ACTION related to this matter is attached hereto as an exhibit to these minutes. 3

4 UNCOLLECTI BLE ACCOUNTS Consideration was then given to moving certain delinquent tax accounts involving personal property (the "Accounts") to the Uncollectible Tax Roll. The President recognized Ms. Andel, who submitted to and reviewed with the Board a List of Uncollectible Accounts as prepared by the District's Tax Assessor/Collector. A copy of the List of Uncollectible Accounts attached hereto as an exhibit to these minutes. After discussion, upon a motion duly made and seconded, the Board voted unanimously to authorize the District's Tax Assessor/Collector to move the Accounts to the List of Uncollectible Accounts. DELINQUENT TAX REPORT Ms. Andel then submitted for the Board's review the Delinquent Tax Report as prepared by Perdue, Brandon, Fielder, Collins & Mott, L.L.P., the District's Delinquent Tax Attorney. A copy of the Delinquent Tax Report is attached hereto. TAX REVENUES DUE TO CYPRESS FOREST PUBLIC UTILITY DISTRICT l"gvpress Forest PUD") AND HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 24 ("Harris Countv MUD No. 24"1 Ms. Andel reported that the District's Tax Assessor/Collector was calculating (1) the property tax revenue due to Cypress Forest PUD for lhe 2014 tax year; and (2) the property tax revenue due to Harris County MUD No. 24 for the 2014 tax year, pursuant to the respective contracts with those districts. ATTORNEY'S REPORT The President recognized Mr. Yale, who presented the Attorney's Report. He submitted.to and reviewed with the Board a memorandum from the District's Attorney regarding the status of certain ongoing matters for the District. A copy of the memorandum is attached hereto as an exhibit to these minutes. APPOINTMENT OF DIRËCTOR The Board considered the items listed on the agenda pertaining to the appointment of a Director to the Board. Mr. Yale presented an ORDER APPOINTING DIRECTOR for the Board's review. He noted that the Order stipulates that Jeff Gobbell has agreed to serve as a Director of the District to fulfill the term of former Director Bernie Bryl through May Upon a motion duly made and seconded, the Board voted unanimously to adopt the Order, a copy of which is attached hereto and shall be considered to be a part of these minutes. Director Gobbell then presented his Oath of Office, Statement of Officer, and Affidavit for Director for the Board's review and v 4

5 approval. Upon a motion duly made and seconded, the Board voted unanimously to accept the referenced documents as presented, copies of which are attached hereto. Mr. Yale informed Director Gobbell that pursuant to of the Public Information Act (the "PlA"), he can decline to allow public access to the information in the custody of the District and its consultants that relates to his home address, home telephone number, Social Security number, or that reveals whether he has family members (collectively, the "Director lnformation"). Mr. Green then provided Director Gobbell with a Statement of Director (the "Statement") regarding the disclosure of his Director lnformation. Director Gobbell elected to decline public access to his Director Information. Attached hereto as an exhibit to these minutes is a copy of the Statement as executed by Director Gobbell. It was noted by Mr. Yale that Director Gobbell would need to complete the required Texas Open Government training (the "Training") within 90 days (27 May 2015). Attached hereto as an exhibit to these minutes is a copy of a memorandum from the District's Attorney regarding the Training. ELECTION OF OFFICERS The Directors next considered the need to reconstitute the Board of Directors, pursuant to the requirements of Section (b), Texas Water Code. After discussion, upon a motion duly made and seconded, the Board voted unanimously to elect the Directors to the offices indicated: Sherry Allard Joe Fratangelo Robert Ehmann David C. Guerrero Jeff Gobbell President Vice President Secretary/Treasurer Assistant Vice President & Assistant Secretary Assistant Secretary Then, upon a motion duly made and seconded, the Board voted unanimously to authorize Coats, Rose, Yale, Ryman & Lee, P.C., the District's Attorney, to prepare a revised District Registration Form and file same with the Texas Commission on Environmental Quality (the "Commission"). PANERA BREAD RESTAURANT I RRA ASSOCIATES. INC. / UTILITY COMMITMENT. DEVELOPMENT AND FINANGING AGREEMENT (the "Develoom Aoreement") The Board discussed matters relating to the Development Agreement between the District and CCBC Klein, LLP ("CCBC Klein") for the proposed Panera Bread restaurant to be developed in the 1.31-acre tract located on Louetta Road (the "Panera Bread Tract"). Mr. Yale reported that following execution by CCBC Klein and the District, the Development Agreement had been recorded in the Official Public Records of Real Property of Harris County, Texas (the "Official Public Records"). He added that v 5

6 the Sanitary Sewer Line Easement instrument (the "Easement Instrument") as executed by District and Urban, (Texas), Inc., relating to the Panera Bread Tract had been recorded in the Official Public Records. ORDER CALLING DIRECTORS ELECTION Mr. Yale then distributed a draft ORDER CALLING DIRECTORS ELECTION FOR A MUNICIPAL UTILITY DISTRICT. He explained that the Board was required to adopt the Order prior to 27 February 2015 pursuant to the requirements of the Texas Election Code. He told the Board that the deadline for submission of an application for a position on the ballot was 5:00 p.m. on 27 February 2015 and that the deadline for filing as a write-in candidate was also 5:00 p.m. on 27 February lf there are no contested positions after 2 March 2015, then the Board can cancel the Directors Election, Mr. Yale continued. He added that the Order Calling Directors Election would have to be completed if the District was required to hold the election. Mr. Yale also pointed out that the District would have to submit a change affecting voting to the United States Department of Justice (the "Justice Department") in the event the Directors Election is required, because of possible changes in the location and hours of early voting and the location of election day voting. After review, upon a motion duly made and seconded, the Board voted unanimously to: (1) adopt the Order Calling Directors Election, subject to completion if the election is required; and (2) authorize Coats, Rose, Yale, Ryman & Lee, P.C. to send a submission letter to the Justice Department if the election was required. A copy of the Order Catling Directors Election thus adopted is attached to these minutes as an exhibit. Mr. Green requested that the Directors provide him with the names of individuals who would be willing to serve as the presiding judge and the early voting clerk. A discussion ensued regarding the rate to be paid to the presiding judge and the early voting clerk. Mr. Yale pointed out to the Board that the individuals who serve as election officials must be paid at an hourly rate at least equal to the federal minimum wage of $7.25 per hour. The Directors then deferred action relating to the appointment of election officials to the Board's meeting on 26 March OPERATOR'S REPORT The President recognized Mr. Thiry, who submitted to and reviewed with the Board the Operator's Report as follows: Water Plant Ooerations. Mr. Thiry reported that the billed to pumped ratio for the prior month was 97.3o/o and that the District has 893 service connections, including seven vacant single-family residences. He noted that surface water received from the North Harris County Regional Water Authority ("NHCRWA") accounted for 77o/o of the water distributed to the District's customers during the period ending 14 January v 6

7 Utilitv Operato r's Reoort. Mr. Thi ry reviewed with the Board the utility billing summary, accountability report, subsidence district report, NHCRWA fee report, and the 60-day delinquent list, as shown in the Operator's Report attached hereto. Substantial System Repairs. Mr. Thiry reviewed with the Board the EDP lnvoice and Bill Direct Statement dated 16 February 2015, a copy of which is included with the Operator's Report. Tap Fee for St. lqnatius Loyola Catholic Church Expansion (the "Tap Fee"). Mr. Thiry reported that the District's Operator had received the payment for the Tap Fee in connection with the proposed expansion of the St. lgnatius Loyola Catholic Church facilities in the District (the "Church Expansion"). He stated that the meter vault for the Church Expansion (the "Meter Vault") was a special, non-standard design that would likely require two weeks for construction and delivery. Mr. Thiry explained that the offset of the Meter Vault would require the temporary interruption of water service to the apartment complex located near the Church Expansion project. He stated that EDP was coordinating with the management of the apartment complex regarding this matter. Water Plant No. 2. Mr. Thiry discussed with the Board the request from Texsun Pools & Spas, lnc., for the removal of a certain tree on District property that is overhanging the perimeter fence on the west side of the Water Plant No. 2 site. He stated that the District's Operator had engaged Mr. Schuett to remove the tree. Water Distribution Svstem / Notice of Violation. Mr. Thi ry directed the Board's attention to a Notice of Violation letter dated 28 January 2015 from the Commission stating that the District had a violation for failing to submit the required chemical testing report to the Commission for the third quarter of A copy of the letter is included with the Operator's Report. Mr. Thiry explained that the violation stemmed from a past due balance in the amount of $0.06 on an invoice from the Texas Department of State Health Services and had nothing to do with the water quality in the District's water distribution system, nor did it result from any lack of required sampling. He stated that EDP and the District's Attorney were conferring with the Commission with the goal of having the violation dismissed. He pointed out to the Board that the District was required to issue a public notification to its customers regarding the monitoring and reporting violation (the "Public Notice") no later than 90 days after the date the violation was identified by the Commission. Mr. Thiry stated that the District's Operator was seeking authorization to distribute the Public Notice prior to the deadline date of 28 April He noted that EDP would distribute the Public Notice to the District's customers at no cost to the District. After discussion, upon a motion duly made and seconded, the Board voted unanimously to authorize the District's Operator to distribute the Public Notice. TERMINATION OF SERVICE Consideration was then given to the termination of water and sewer service to certain delinquent accounts. The President recognized Mr. Thiry, who advised the 7

8 Board that the requisite notifications had been given to each customer and that each customer was advised of the date, time and place of the Board meeting which they could attend to discuss termination of service. The Board noted that there were no customers present to protest the utility billings. After discussion, upon a motion duly made and seconded, the Board voted unanimously to authorize the Operator to terminate the water and sewer service to those accounts listed on the termination list attached hereto. ENGINEER'S REPORT The President then recognized Mr. Christopher and Mr. Ard, who presented the Engineer's Report as follows: US la Catholic Church "Church" Mr. Ard reviewed the status of the proposed Church Expansion. He reported that J&C had forwarded to the Church the water meter easement instrument (the "Easement") as prepared by the District's Attorney for execution by the Archdiocese of Galveston-Houston. Mr. Ard then reported that the District's Engineer had not received the as-built topographic survey (the "Survey") of the extreme event swale relating to the Church Expansion. He remarked that the District would not provide permanent service to the Church Expansion until the District's Engineer was provided with the recorded Easement and Survey documents. Panera Bread Restaurant on Louetta Road. Mr. Ard reported on matters relating to the request from Terra Associates, lnc. ("Terra") for service and utility commitment in connection with the proposed development of a Panera Bread restaurant on the Panera Bread Tract. He stated that J&C had reviewed the revised plans for the Panera Tract and had returned comments to the engineer for the project. Mr. Ard then reported that J&C had approved the plans for the extension of the District's sanitary sewer line to serve the Panera Bread Tract (the "Extension"). He stated that J&C would continue to coordinate with Terra to perform construction oversight and obtain all documentation required for the reimbursement by the District to CCBC Klein of eligible development costs pursuant to the Development Agreement. Cornerstone Kids Dental. Mr. Ard reported on matters relating to the proposed development of the Cornerstone Kids Dental facility to be located at Stuebner Airline Road (the "Dental Office"). He stated that, to date, J&C had not received the revised plans for the Dental Office. Annexation of and Service to 4.94-acre T Mr. Christopher reported that JL Trevino & Associates PLLC ("Trevenio") had contacted the District's Engineer regarding the potential development of a 4.94-acre tract of land located at Stuebner Airline Road (the "Trevino Tract"). He stated that the owner plans to develop the Trevino Tract as a La Michoacana Meat Market. Mr. Christopher stated that J&C had provided Trevino with the District's Application for Service. A discussion ensued regarding the Trevino Tract. lt was noted by the Board that the 8

9 Trevino Tract was previously owned by the estate of Alice Wahrenberger. In order for the District to consider annexation of the Trevino Tract, said Mr. Christopher, the owner would have to pay to the District (1) an annexation fee of $7,500, pursuant to the District's Rate Order; and (2) 30o/o of the pro-rata share of the cost to extend District utilities to serve the Trevino Tract, pursuant to the Development and Annexation Agreement between the District and John Wahrenberger (Executor of the estate of Alice Wahrenberger). Exoansion of Steubner rline Veterinarv Hosoital. Mr. Christopher reported that Dr. Jack Whitmore of SA Vet lnvestments, LLC, had indicated his intent to proceed with expansion of the existing Stuebner Airline Veterinary Hospital in the District. REPORT ON OPERAT O N OF DISTRICT OFFICE The President recognized Mr. Schuett, who presented the report concerning the District Office (the "Office Report"), a copy of which is attached hereto. Proposal for Securitv Alarm System. Mr. Schuett reviewed with the Board a Proposal for Security Alarm System dated 12 January 2015 (the "Proposal") as prepared by Today's lntegration, lnc. ("Today's lntegration"). A copy of the Proposal is attached hereto as an exhibit to these minutes. Mr. Schuett stated that Today's lntegration proposed to (1) install a commercial-grade wired and wireless security alarm system at the District Office (the "Alarm System") at a cost of $4,089.47; and (2) provide monthly monitoring of the Alarm System at a monthly cost of $40. The Directors deferred consideration of the Proposal to the Board's meeting on 26 March Then, after review, upon a motion duly made and seconded, the Board voted unanimously to accept the Offíce Report. BOOKKEEPER'S REPORT Mr. Schuett distributed to the Board copies of the Bookkeeper's Report on behalf Claudia Redden & Associates, L.L.C., the District's Bookkeeper, a copy of which is attached hereto as an exhibit to these minutes. The Directors also reviewed certain invoices for payment by the Board, as well as the lnvestment Report. Mr. Schuett informed the Board that the District had received payments totaling of $44, from the City of Houston (the "City") for the Districtls share of sales tax collections during October and November 2014, pursuant to the Strategic Partnership Agreement with the City for limited purpose annexation of commercial property in the District. A discussion ensued regarding the balance of the District's Operating Fund. Director Ehmann expressed his view that the Board should consider taking certain actions regarding the disposition of the Operating Fund that would benefit the District's customers. Mr. Yale proposed that discussion of this matter be deferred until later this year following the close of the Regular Session of the 84th Texas Legislature. ln the meantime, he continued, the District's Engineer could update its list of proposed capital o

10 improvements to the District's facilities to be considered by the Board. The Directors then deferred discussion of this matter to a future meeting of the Board as recommended by Mr. Yale. Then, upon a motion duly made and seconded, the Board voted unanimously to approve the Bookkeeper's Report, and to authorize payment of the checks listed therein. OPERATING BUDGET FOR FISCAL YEAR ENDING 31 MARCH 2016 Mr. Schuett presented the Directors with copies of the draft Operating Budget for the District for the fiscal year ending 31 March 2016 (the "Budget"), a copy of which is attached hereto as an exhibit. A discussion ensued regarding the Budget. The Board requested that the revenue item for Sewer lnspection Fees be increased to $15,000. The Directors then deferred final approval of the Budget to the Board's meeting on 26 March RENEWAL OF INSURANCE COVERAGE Next, the Board discussed matters relating to the renewal of the District's insurance policies (the "lnsurance Policies"), which expire on 30 April Mr. Green submitted for the Board's review a summary report prepared by the District's Attorney that lists the proposals for the renewal of the lnsurance Policies that were accepted by the Board during the period of 2005 through A copy of the summary report is attached hereto as an exhibit to these minutes. After discussion, the Board directed the District's Attorney to solicit a proposal from AquaSurance, LLC, for the renewal of the lnsurance Policies. KLEINWOOD JOINT POWERS BOARD ("KJPB'') Director Fratangelo presented a report on the activities of the KJPB, including the status of matters relating to the KJPB's proposed Effluent Reuse Project. NHCRWA Mr. Yale distributed copies of a memorandum from the District's Attorney regarding the 2 February 2015 meeting of the NHCRWA board of directors. A copy of the memorandum is attached hereto. There being no further business to come before the Board, the meeting was adjourned. f;rt"{i Secretary, Board of Directors 10

11 Kleinwood Municipal Utility District Meeting of 26 February 2015 Attachments L Peace Officer's Report; Development Report; Detention Facilities Report; Tax Assessor/Collector's Report; RESOLUTION CONCERNING EXEMPTION OF RESIDENCE HOMESTEADS FROM TÆGTION; CERTIFICATE OF BOARD ACTION / Collection Charge on all 2014 delinquent taxes, penalties, and interest; List of Uncollectible Accounts; Delinquent Tax Report; Coats Rose memo / status of ongoing matters; ORDER APPOINTING DIRECTOR; Oath of Office, Statement of Officer, Affidavit for Director, and Statement of Director for Jeff Gobbell; Coats Rose memo / Texas Open Government training; ORDER CALLING D RECTORS ELECTION FOR A MUNICIPAL UTILITY DISTRIcT (Draft); Operator's Report; Engineer's Report; District Office Report; Proposal for Security Alarm System; Bookkeeper's Report; Draft Operating Budget; Summary Report / history of insurance proposals; and Coats Rose memo / NHCRWA v 11

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