MINUTES HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 383

November 7, 2018

The Board of Directors (the ''Board'') of Harris County Municipal Utility District No. 383 (the ''District'') met in regular session, open to the public, on the 7th day of November, 2018, at the offices of Allen Boone Humphries Robinson LLP, 3200 Southwest Freeway, Suite 2600, Houston, Texas 77027, outside the boundaries of the District, and the roll was called of the members of the Board:

JohnPorea JohnJ. Ryan Ron Benton Jean M. Casagrande James Ross

President Vice President Secretary Assistant Secretary Assistant Vice President

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

Also present at the meeting were Julie Peak of Masterson Advisors LLC; Shay McGarr of Gleannloch Farms Community Association, Inc.; Chuck Hellman of Hellman Fire Protection (''Hellman''); Rico Rodriguez of RR Civil Engineering; Simon VanDyk of Touchstone District Services (''Touchstone''); John Bonner of Pulte Homes of Texas, LP; Jerry Young of Gleannloch Landscaping & Maintenance Company (''GLAMCO''); Ralph Wissel of Costello, Inc. (''Costello''); Kathy Cruthirds of Tax Tech, Inc. (''Tax Tech''); Cindy Grimes of Municipal Accounts & Consulting, L.P. (''MAC''); Scott Shelnutt of Municipal Operations & Consulting, Inc. (''Muni Ops''); and Adisa Harrington and Jordan Hayes of Allen Boone Humphries Robinson LLP ('' ABHR'').

MINUTES

The Board considered approving the minutes of the October 3, 2018, regular meeting and the September 19, 2018, special meeting. After review and discussion, Director Benton moved to approve the minutes of the October 3, 2018, regular meeting and September 19, 2018, special meeting, as presented. Director Ryan seconded the motion, which passed by unanimous vote.

COMMENTS FROM THE PUBLIC; OPERATION OF DISTRICT FACILITIES

Mr. Hellman reported that Harris County is requiring that private fire protection providers such as Hellman be capable of refilling their water tanks within eight hours after any depletion. He requested that the Board provide a letter to Harris County notifying the County that the District is willing to provide water to Hellman to refill its water tank, subject to Hellman renting a temporary water meter pursuant to the District's Rate Order. He then requested that the Board consider allowing Hellman to

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utilize its own water meter in the event its tanks need to be refilled after hours. Mr. Shelnutt stated Muni Ops would require that Hellman purchase a compliant water meter and backflow meter. Following review and discussion, Director Ryan moved to authorize ABHR to submit a letter to Harris County notifying the County that Hellman may use District water to refill its water tank upon the rental of a temporary water meter. Director Benton seconded the motion, which carried by unanimous vote. The Board took no action on Hellman's request to use its own water meter to refill its water tank after hours.

DEVELOPMENT IN THE DISTRICT AND ELSEWHERE IN GLEANNLOCH FARMS

Mr. Bonner updated the Board on development of The Grove at Gleannloch Farm.s. He presented a map detailing sales information in the subdivision, including average sales prices and number of lots sold. A copy of the map is attached.

TAX ASSESSMENT AND COLLECTION MATTERS

Ms. Cruthirds presented and reviewed the tax assessor/collector's report, a copy of which is attached. She stated that 0.18% of the District's 2018 taxes had been collected as of October 31, 2018. She requested Board permission to include a notice with the District's water bill regarding payment of tax statements. After review and discussion, Director Benton moved to (1) approve the tax assessor/collector's report and payment of the tax bills; and (2) authorize Muni Ops to include the notice regarding payment of tax statements with the District's water bills. Director Ryan seconded the motion, which passed unanimously.

FINANCIAL AND BOOKKEEPING MATTERS

Ms. Grimes reviewed the bookkeeper's report and quarterly investment report, copies of which are attached, including the bills presented for payment.

Ms. Grimes reviewed a proposed amended budget to account for the District's new tax levy, a copy of which is included in the bookkeeper's report.

Following review and discussion, Director Porea moved to (1) approve the bookkeeper's report and quarterly investment report, and payment of the bills; and (2) adopt the amended budget for the fiscal year ending March 31, 2019, as presented. Director Casagrande seconded the motion, which passed by unanimous vote.

ANNUAL REVIEW OF INVESTMENT POLICY AND RESOLUTION REGARDING ANNUAL REVIEW OF INVESTMENT POLICY

The Board conducted its annual review of the District's Investment Policy. Ms. Harrington reported that there were no recommended changes to the Investment Policy. Following review and discussion, Director Porea moved to adopt a Resolution Regarding Annual Review of Investment Policy, reflecting no changes to the current

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policy, and direct that the Resolution be filed appropriately and retained in the District's official records. Director Casagrande seconded the motion, which passed by unanimous vote.

REVIEW, REVISE, AND ADOPT RESOLUTION ESTABLISHING THE AUTHORIZED DEPOSITORY INSTITUTIONS AND ADOPTING LIST OF QUALIFIED BROKER/DEALERS WITH WHOM THE DISTRICT MAY ENGAGE IN INVESTMENT

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TRANSACTIONS

Ms. Harrington noted that the District's bookkeeper has submitted an updated list of authorized depository institutions and qualified broker/ dealers, which includes all banks where the District maintains authorized depository accounts. After review and discussion, Director Porea moved to adopt a Resolution Establishing the Authorized Depository Institutions and Adopting List of Qualified Broker/Dealers with Whom the District May Engage in Investment Transactions and direct that the Resolution be filed appropriately and retained in the District's official records. Director Casagrande seconded the motion, which passed unanimously.

GARBAGE AND RECYCLING MATTERS

The Board discussed garbage and recycling matters. Director Casagrande reported that the garbage collectors for Residential Recycling and Refuse of Texas, Inc. (''RRR'') have been leaving garbage cans in the driveway instead of placing them back by the curb. The Board requested that ABHR follow up with RRR regarding placement of empty trash cans and also obtain a certificate of recycling from RRR for the e­recycling day held this past September.

OPERATION OF DISTRICT FACILITIES (CONTINUED)

Mr. Shelnutt reviewed the operator's report, a copy of which is attached. He reported that the water accountability for the previous month was 94.9%. Mr. Shelnutt then reviewed the monthly operator's action list.

The Board discussed the installation of smart meters in the District and in Harris County Municipal Utility District No. 367 (''HC MUD 367''). Mr. VanDyk reported on options for the District to educate its customers about the smart meters and related EyeOn Water customer portal.

Mr. Shelnutt reported that the meter for the resident at 9115 Fernwillow Drive has been replaced with a stainless steel Beacon smart meter. He noted that the resident will be provided with the EyeOnWater customer portal literature.

In response to an inquiry from Director Casagrande, Mr. Shelnutt stated he will inspect fire hydrants in the District to determine whether they need to be painted and report back to the Board.

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Ms. Harrington presented and reviewed a Resolution Establishing Rules and Regulations Governing the Use of the District's Online Portal System, relating to the agreement the District will enter into with Badger Meter, Inc., for electronic meter

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Mr. Shelnutt requested Board authorization to send one account totaling $40.63 to a collection agency.

Mr. Shelnutt reported on the status of the installation of Human Machine Interface (''HMI'') equipment at the District's facilities and regional plants.

Following review and discussion, Director Benton moved to (1) approve the operator's report; (2) adopt the Resolution Establishing Rules and Regulations Governing the Use of the District's Online Portal System and authorize publication of the established penalties; and (3) authorize Muni Ops to send one account totaling $40.63 to a collection agency. Director Casagrande seconded the motion, which passed by unanimous vote.

TERMINATION OF WATER AND SEWER SERVICE

Mr. Shelnutt presented a list of delinquent customers and reported the residents on the termination list were delinquent in payment of their water and sewer bills and were given written notification, in accordance with the District's Rate Order, prior to the meeting of the opportunity to appear before the Board of Directors to explain, contest, or correct their bills and to show why utility services should not be terminated for reason of non-payment. Following review and discussion, Director Benton moved to authorize termination of delinquent accounts, in accordance with the District's Rate Order and direct that the delinquent customer list be filed appropriately and retained in the District's official records. The motion was seconded by Director Casagrande and passed by unanimous vote.

ENGINEERING MATTERS

Mr. Wissel presented the engineer's report, a copy of which is attached, and reported on the status of construction projects in the District.

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GLEANNLOCH FOREST DRIVE PAVEMENT EXP ANSI ON

Mr. Wissel updated the Board on the Gleannloch Forest Drive pavement expansion, as detailed in the engineer's report.

LIFT STATION NO. 7

Mr. Wissel updated the Board on the construction of lift station no. 7 to serve The Grove at Gleannloch Farms, as detailed in the engineer's report. He stated a final pay estimate is pending.

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DEEDS, EASEMENTS, EXECUTION OF PLATS, ETC.

Ms. Harrington reported on a request for a utility commitment letter for development of the NewQuest property in the District. She noted the commitment will be issued to HMP Gleannloch, LP, (''HMP'') and A-S 147 Grand Parkway-Gleannloch Forest, L.P., ('' A-S 147'').

The Board discussed the conveyance of lift station no. 7 in The Grove at Gleannloch Farms to the District and concurred to authorize a Phase I Environmental Site Assessment.

Mr. Wissel and Ms. Harrington reported on the status of a Consent· to Encroachment for AT&T's fiber optic lines. After discussion with the District's consultants, the Board concurred to charge AT&T a fee of $9,200 for the Consent to Encroachment.

Mr. Wissel recommended that the Board accept a Water Meter Easement from Gleannloch Farms 18, LLC, related to the development of the Enclave at Gleannloch Farms Business Park.

CHANNEL AND POND MAINTENANCE

Mr. Young updated the Board on the maintenance and mowing of District drainage and detention facilities. He stated GLAMCO will complete the fall herbicide soon and noted that GLAMCO will be changing the mowing patterns to reduce mowing tracks.

Director Casagrande requested that GLAMCO clean mud off sidewalks around the Dove Manor pond. After further discussion, Mr. Young stated he will provide a quote to replace picnic tables at the Dove Manor pond.

Mr. Young then presented proposal to repair damage at the Crescent Clover pond caused by AT&T. The Board concurred to authorize GLAMCO to make the repairs at a cost not to exceed $1,750, if AT&T and its subcontractor fail to complete the repairs.

NORTH HARRIS COUNTY REGIONAL WATER AUTHORITY (''NHCRWA'')

Mr. Wissel updated the Board on the District's pending request for participation in the NHCRW A's water reuse credit program, as detailed in the engineer's report. He requested authorization to proceed with the installation of a new effluent meter at the regional wastewater treatment plant.

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CA~TALIMPROVEMENTPLAN

Mr. Wissel reported on the District's Capital Improvement Plan. He noted the bids to re-coat ground storage tank no. 1 at water plant no. 1 came in over $75,000 and Costello will publically bid the project. The Board concurred to repaint the tank the same shade of green as before.

BOND APPLICATION N0.11

Mr. Wissel updated the Board on bond application no. 11, as detailed in the engineer's report. Ms. Peak then discussed the anticipated bond sale schedule.

Following review and discussion, Director Ryan moved to take the following action based upon the engineer's recommendation: (1) authorize issuance of a utility commitment to HMP and A-S 147 to reserve water and sewer treatment capacity sufficient for HMP to develop a 384-unit apartment complex and to reserve 75 equivalent single family connections (''ESFCs'') for sewer treatment capacity and 75 ESFCs for water capacity sufficient for A-S 147 to develop a mixed commercial and retail space, subject to receipt of the $7,500 utility commitment deposit required by the District's Rate Order and a recommendation letter from the District's engineer; (2) approve a proposal from Berg Oliver Associates, Inc. to conduct a Phase I Environmental Site Assessment for lift station no. 7; (3) charge AT&T a fee of $9,200 for the Consent to Encroachment; (4) accept the Water Meter Easement from Gleannloch Farms 18, LLC, subject to Costello review and approval; (5) approve a proposal from GLAMCO to repair damage at the Crescent Clover pond caused by AT&T at a cost not to exceed $1,750; and (6) authorize Costello to proceed with the installation of the new effluent meter at the regional wastewater treatment plant. Director Benton seconded the motion, which carried by unanimous vote.

FINANCIAL AND BOOKKEEPING MATTERS (CONTINUED)

The Board discussed the list of on-hold projects included in the bookkeeper's report and requested that Ms. Grimes add a column to track the proposed source of funding for each project.

PARK MATTERS

The Board reviewed a map provided by KGA/DeForest Design, LLC (''KGA'') regarding the proposed locations for additional benches to be installed along the District's community greenbelt enhancement project. A copy of the map is attached. Following discussion, Director Ryan moved to award a construction contract to D.L. Meacham Construction, LP, for the installation of three benches in the District at a total cost of $9,960. Director Benton seconded the motion, which carried by unanimous vote.

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Mr. Wissel reviewed plans to upgrade the median at Crescent Clover provided by KGA, copies of which are attached to engineer's report.

Mr. McGarr reported on major projects being conducted by GFCA, including the installation of monument signs in the community, the parking lot at the bark park, and lights for the athletic complex. He then discussed commercial development in the community. After discussion, the Board concurred to contribute $10,000 to GFCA next month for eligible park and recreational improvements in the community.

Director Porea reported on traffic matters in Gleannloch Farms.

DISTRICT WEBSITE MATTERS

Mr. VanDyk distributed and reviewed a monthly report from Touchstone, a copy of which is attached. He reviewed proposed logo options, which the Board concurred to take action on at next month's meeting. He then requested authorization for the public release and promotion of the District's website. Following review and discussion, Director Casagrande moved to authorize Touchstone to proceed with the public release and promotion of the District's website. Director Ryan seconded the motion, which carried by unanimous vote.

REPORTS FROM DIRECTORS AND DISTRICT CONSULTANTS ON DISTRICT MATTERS

After discussion, the Board concurred to add the offices for MAC and Costello as official meeting places for the District at next month's meeting.

The Board then discussed the District's 2019 meeting schedule and agreed to move the January and July 2019 meeting dates to January 7 and July 9, respectively.

ATTORNEY'S REPORT

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AMEND COST SHARING AGREEMENT WITH HARRIS COUNTY MUD NO. 367

Ms. Harrington reviewed an amended Exhibit B to the District's Master Cost Sharing Agreement with HC MUD 367, which includes the lift station parking lot project. Following review and discussion, Director Benton made a motion to approve the amended Exhibit B to the District's Master Cost Sharing Agreement with HC MUD 367. Director Casagrande seconded the motion, which carried unanimously.

AT&T FIBER OPTICS PROJECT AND RELATED MATTERS

Ms. Harrington updated the Board on matters pertaining to AT&T fiber optics project in the community, including damage caused to District facilities

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when AT&T's subcontractors entered onto District property, as well as repeated use of District fire hydrants for water without permission. She noted the insurance company for AT&T subcontractor GW Communications has acknowledged receipt of the demand letter that was sent out last month.

APPROVE DEVELOPMENT FINANCING AGREEMENTS AND WAIVERS OF SPECIAL APPRAISAL

Ms. Harrington presented a Development Financing Agreement between the District and A-S 147. She then presented a Waiver of Special Appraisal for the benefit of the District from A-S 147 and HMP. After review and discussion, Director Ryan moved to (1) approve the Development Financing Agreement between the District and A-S 147; (2) accept and approve the Waiver of Special Appraisal from A-S 147 and HMP; and (3) direct that the Development Financing Agreement and Waiver of Special Appraisal be filed appropriately and retained in the District's official records. Director Benton seconded the motion, which carried unanimously.

GROUNDWATER CREDIT MATTERS

There was no discussion on this matter.

ACTION LIST

The Board reviewed the action list.

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

Secretary, Board of Directors

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ACTION LIST

Smart Meter Action Items:

1. Mr. Shelnutt will provide an analysis of the cost savings associated with switching to smart meters.

2. Accurate Meter will provide a picture of the smart meter app for the District to publish, so that residents can see what the app looks like.

3. The Board will provide training sessions for residents through Accurate Meter.

4. Accurate Meter & Supply will utilize a door hanger to notify residents when they are replacing their meter.

5. Muni Ops will continue installing stainless steel smart meters in The Grove but the Board will revisit whether to install stainless steel versus polymer meters in connection with the upcoming District-wide smart meter retrofit project.

6. Muni Ops will replace stuck and/ or broken meters with stainless steel Beacon smart meters and provide affected residents with a copy of the EyeOnWater customer portal literature as each meter is replaced.

7. Muni Ops will install smart meters at the Davis apartment complex.

I terns from the November Regular Meeting:

1. ABHR will draft a letter to Harris County notifying the County that Hellman Fire Protection is permitted to refill its water tank using District water, subject to rental of a temporary water meter.

2. Muni Ops will include a notice with the District's water bill regarding payment of tax statements.

3. ABHR will contact RRR regarding leaving cans in the driveway instead of placing them back by the curb.

4. ABHR will request a certificate of recycling from RRR for thee-recycling day.

5. Muni Ops will proved the resident located at 9115 Fernwillow Drive with the EyeOnWater customer portal literature.

6. Muni Ops will inspect fire hydrants in the District to determine whether they need to be painted and report back to the Board.

7. ABHR will publish the District's established penalties for violations of its Rules and Regulations Governing the Use of the District's Online Portal System.

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8. Muni Ops will send one account totaling $40.63 to a collection agency.

9. ABHR will prepare the utility commitment letter for the 20-acre HMP / A-S 147 tract.

10. ABHR will work to convey lift station no. 7 in The Grove at Gleannloch Farms to the District, subject to receipt of a clean Phase I Environmental Assessment for the lift station tract.

11. GLAMCO will complete the fall herbicide.

12. GLAMCO will change its mowing patterns to reduce mowing tracks.

13. GLAMCO will clean mud off sidewalks around the Dove Manor pond.

14. GLAMCO will provide a quote to replace picnic tables at the Dove Manor pond.

15. Directors Ryan and Casagrande will follow up and confirm whether AT&T and its subcontractor GW Communications will finish repairing the damage at Crescent Clover Pond and, if not, GLAMCO will complete the work at a cost not to exceed $1,750.

16. Ms. Grimes will add a column to track the proposed source of funding for each on-hold project listed in the bookkeeper's report.

17. ABHR will prepare a letter agreement for the District's $10,000 contribution to GFCA.

Pending Items:

1. Directors Porea and Ryan will contact Harris County to request that the County conduct a traffic study relating to the Enclave of Gleannloch Farms Business Park.

2. Mr. Vandyk will present additional sample logos for the District's website at the December meeting.

3. Director Casagrande will work with Mr. Vandyk to finalize the District's website.

4. KGA will have D.L. Meacham Construction, LP, install three benches in the District at a total cost of $9,960.

5. ABHR will work with AT&T to finalize a Consent to Encroachment.

6. ABHR will finalize a surplus funds notification letter to the Texas Commission on Environmental Quality for use of surplus bond proceeds to fund various projects.

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7. NewQuest Properties will provide value calculations and an apartment complex land plan when available.

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LIST OF ATTACHMENTS TO MINUTES

Page

The Grove Sales Info Map ........................................................................................................... 2 Tax assessor/ collector's report .................................................................................................. 2 Bookkeeper's report and quarterly investment report ........................................................... 2 Operator's report .......................................................................................................................... 3 Engineer's report .......................................................................................................................... 4 Map regarding additional benches ........................................................................................... 6 Month! y report from Touchstone .............................................................................................. 7

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