MINUTESHARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 391

[anuary 14,2019

The Board of Directors (the "Board"\ of Harris County Municipat Utility DistrictNo. 391 (the "District") met in regular sessiory open to the public, on the 14m day ofJanuary, 2019, at the offices of A1len Boone Humphries Robinson LLP, 3200 SouthwestFreeway, Houston, Texas, outside the boundaries of the District, and the roll was calledof the members of the Board:

Alan GreenwoodRobert McShaneCatherine Shook

John SachsNathan Giannelli

PresidentVice PresidentSecretaryAssistant Vice PresidentAssistant Secretary

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

Also present at the meeting were Justin Wagner of R.G. Miller Engineers, Inc.('RG Miller"); Demitra Berry of Mclennan & Associates, LP; Debbie Arellano of BobLeared Interests; Teri Laguarta of Inframark Water & Infrastructure Services("Inframark"); Bob DeForest of KGA DeForest/Design, LLC 1"KGA"); SherriGreenwood of BKD, LLP; Andrew Rue of Woodmere Development Company , Ltd.;Tom Engert District residen! and Greer Pagan and ]ane Miller of Allen BooneHumphries Robinson LLP ("ABHR").

PUBLIC COMMENT

Mr. Engert introduced himself to the Board.

MINUTES

The Board first considered approving the minutes of the December 10, 2018,regular meeting. After review and discussion, Director McShane moved to approve theminutes. Director Shook seconded the motioru which passed by unanimous vote.

REIMBURSEMENT REPORT

Ms. Greenwood reported that the Texas Commission on Environmental Quality("TCEQ") approved the District's application for use of surplus funds to fundconstruction of water, sewer and drainage facilities in the Villages of Cypress Lakes,Section 34. Ms. Greenwood reviewed a reimbursement report prepare by BKD, Inc.

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Following review and discussion, Director McShane moved to (1) approve thereimbursement repor! and (2) authorize distribution of surplus funds to partiallyreimburse Woodmere Development Co., Ltd., for construction expenses for water,sewer and drainage facilities in Villages of Cypress Lakes, Section 34, subject to theDistrict engineer's confirmation of TCEQ inspection approval. Director Shookseconded the motion, which passed unanimously.

FINANCIAL AND BOOKKEEPING MATTERS

The Board next received the bookkeeper's report and considered payment ofinvoices submitted to the District. Ms. Berry reviewed with the Board an investmentreport, budget comparisons, an amended budget, checks written since the report wasprepared and tax transfers. Copies of the bookkeeper's report and list of bills presentedfor payment are attached.

After review and discussion, Director McShane moved to approve thebookkeeper's report and payment of the bills. Director Shook seconded the motiorywhich passed unanimously.

ALD STA

Mr. Pagan stated that, in accordance with the District's Investment Policy, SuzieFoster as the bookkeeper and ]orge Diaz as the Investment Officer are required toexecute disclosure statements that disclose any relationships with banks and brokerswho seek to sell investments to the District. He added that the disclosure statement willbe filed with the Texas Ethics Commission and the District Records and updatedwhenever necessary. After review and discussion, Director Giannelli moved that theBoard accept the disclosure statements pursuant to the District's Investment Policy andthe Public Funds Investment Act. Director Shook seconded the motion, which passedunanimously.

ANNUAI, REPORT REGARDING POST-ISSUANCE COI\4PT,I A CE POLICY

Mr. Pagan reported on the District's compliance activities during the priorcalendar year related to bond financings. Mr. Pagan stated that no action is required atthis time.

TAX ASSESSMENT AND COLLECTIONS MATTERS AND COL OFDELINOUENT TAXES

The Board next received the tax assessor/collector's written report for December,2018, including updated certified values for 2018 and considered payment of the tax

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bills. Copies of the tax assessor/collector's report and list of checks presented forapproval are attached.

Following review and discussiory Director McShane moved to (1) accept the taxassessor/collector's report, as amended; and (2) pay the bills described therein.Director Shook seconded the motioru which was approved by unanimous vote.

ENGINEERING MATTERS

Mr. Wagner generally reported on engineering projects within the District. Acopy of the engineer's report is attached.

Following review and discussion, Director McShane moved to approve theengineering report. Director Giannelli seconded the motion which passedunanimously.

MAN

Director Shook updated the Board regarding lake and fountain maintenance byLakePro,Inc

MASTER PARKS AND FUTURE PARK DEVELOPMENT

Mr. DeForest reviewed a report from KGA, a copy of which is attached,

Mr. DeForest stated that bids were received for construction of Lake No. L andNo. 2 Walk Connection Landscape Improvements. Mr. DeForest recommended that theBoard award the contract to Stone Castle Constructors, LLC ("Stone Castle") in theamount of $259,392.48. The Board concurred that, in its judgmen! Stone Castle was aresponsible bidder who would be most advantageous to the District and would resultin the best and most economical completion of the project. Following review anddiscussion, Director Mcshane moved to (1) approve KGA's report; ana (z; award thecontract for construction of Lake No. L and No. 2 Walk Connection LandscapeImprovements to Stone Castle in the amount of $259,392.48, based upon KGA'srecorunendation and subject to approval of the payment and performance bonds andreview of the certificate(s) of insurance and endorsements, rt any, provided by thecontractor. Director Giannelli seconded the motion, which passed by unanimous vote.

Ms. LaGuarta presented the operator's report for November, 2018, a copy ofwhich is attached, and discussed significant repairs completed during the month.

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LaGuarta said the fire hydrant survey is complete and that recommendations forrepairs will be presented at the January, 2019Board meeting.

Ms. LaGuarta next requested permission to refer 7 accounts to collections andwrite off one account as uncollectable.

Ms. Laguarta next presented a customer appeal from requesting reimbursementof a reconnection fee. A copy of the written appeal is attached to these minutes.

Upon a motion made by Director McShane and seconded by Director Shook, theBoard voted unanimously to (1) approve the operator's repor! (2) authorize the Districtoperator to refer 7 accounts to collections and write off one account as uncollectable;and (3) deny a customer request for reimbursement of a reconnection fee.

ATION SEWER

The Board next considered termination of utility service to delinquent accounts.Ms. LaGuarta reported that the customers on the termination list were mailed writtennotice prior to this meeting in accordance with the Rate Order, notifying them of theopportunity to appear before the Board of Directors to explairy contest, or correct theutility service bill and to show reason why utility service should not be terminated forreason of nonpayment. Director McShane moved that, since the customers on the listwere neither present at the meeting nor had presented any statement on the matter,utility service should be terminated in accordance with procedures set forth in the RateOrder. Director Shook seconded the motion, which carried unanimously.

D IN THE DISTRICT

Mr. Rue reported regarding development in the District.

SECURITY REPORT

The Board considered an Interlocal Agreement for Law Enforcement Serviceswith Harris County. Following review and discussion, upon a motion by DirectorMcShane and a second by Director Shook, the Board voted unanimously to approve theInterlocal Agreement.

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There being no additional business for consideratiory the meeting wasadjourned.

of Directors

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LIST OF ATTACHMENTS TO MINUTES

bookkeeper's reporttax assessor/ collector's reportengineer's reportreport from KGA DeForest Design, LLC..........operator's report.............

MinutesPage

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3

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3

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