BOARD OF DIRECTORS JULY 27, 2017 · Board of Directors of the San Jacinto River Authority, attached hereto as Exhibit "A", adopting the ... Koetting seconded the motion, which carried

BOARD OF DIRECTORS

SAN JACINTO RIVER AUTHORITY

MINUTES OF REGULAR MEETING

JULY 27, 2017

1

A regular meeting of the Board of Directors of the San Jacinto River Authority was held at 7:30 a.m., July 27, 2017, at the San Jacinto River Authority General and Administration Building, a notice of said meeting was posted as required by law. President Lloyd Tisdale, Vice President Fred Koetting, Secretary Gary Reno la, and Treasurer Ronnie Anderson were present. Assistant Secretary Jim Alexander was absent. General Manager lace Houston, Deputy General Manager Ron Kelling, Director of Financial and Administrative Services Tom Michel, Director of Raw Water Enterprise David Parkhill, Woodlands Division Manager Chris Meeks, GRP Division Manager Mark Smith, Lake Conroe Division Manager Bret Raley, Highlands Division Manager Kimberly Wright, Public Relations Manager Ronda Trow, Administrative Services Manager Cynthia Bowman, Financial Advisor Jan Bartholomew, and General Counsel Mitchell Page were in attendance.

1. CALL TO ORDER

The meeting was called to order at 8:04 a.m.

2. PLEDGES OF ALLEGIANCE

The Pledges of Allegiance were led by Mr. Renola.

3. PUBLIC COMMENTS

There were no public comments.

4. DIVISION UPDATES

a. G & A General Manager:

Mr. Houston provided an overview of the items being considered during the Texas Legislative Special Session, stating that Heather Harward of Texas Water Supply Partners could not be in attendance this morning due to her unexpected attendance in Austin. Mr. Houston explained that he and Mr. Jim Stinson of The Woodlands Joint Powers Agency, participated in The Woodlands Area Chamber of Commerce Business Advocacy Council and discussed regional water issues.

b. G & A Public Relations:

Ms. Trow introduced Jose Maldonado, a senior at The Woodlands High School, participating in a summer student internship via the Education For Tomorrow Alliance.

c. G & A Finance and Administration:

Mr. Michel provided a brief update related to revenue shortfalls relative to the GRP Division for the month of June.

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d. Woodlands:

Mr. Meeks provided no update as it related to the Woodlands Division.

e. GRP:

Mr. Smith reported that the GRP Review Committee met on Monday, July 24, 2017, and recommended approval of the GRP-related items. He commented on the recent GRP customer survey as well as the logistics related to rebates received from Lone Star Groundwater Conservation District (LSGCD) relative to attaining groundwater pumpage targets set by LSGCD. Mr. Kelling reported that the GRP Review Committee received a presentation related to a previous commentary by Mr. Kent Maggert.

f. Raw Water:

Mr. Parkhill provided no update as it related to the Raw Water Enterprise.

g. Lake Conroe:

Mr. Raley provided no update as it related to the Lake Conroe Division.

h. Highlands:

Ms. Wright provided no update as it related to the Highlands Division.

5. CONSENT AGENDA

Mr. Koetting made a motion to approve the consent agenda as recommended. The motion was seconded by Mr. Anderson and carried with all present voting aye.

G&A

a. Approval of Minutes - Approve the minutes of the San Jacinto River Authority Board of Directors Regular Meeting of June 22, 2017.

b. Unaudited Financials for the Month of June, 2017

Approve the unaudited financials for the month of June, 2017.

GRP

c. New GRP Participants

Authorize the General Manager, or his designee, to execute letter(s) of assurance to Lone Star Groundwater Conservation District for T & W Water Services (Rio Vista), as requested.

3

RAW WATER ENTERPRISE

d. Work Order No. 4 for Professional Surveying Services for Land Acquisition Along the Main

Canal

Authorize the General Manager to execute Work Order No. 4 with GeoSolutions, LLC, in an amount not to exceed $11,543, for professional surveying services for land acquisition along the

Main Canal in Highlands.

e. Work Order No. 10 for Professional Surveying Services for Land Acquisition Along the South

Canal

Authorize the General Manager to execute Work Order No. 10 with Halff Associates, Inc., in an amount not to exceed $22,950, for professional surveying services for land acquisition along the

South Canal in Highlands.

f. Work Order No. 5 for Professional Surveying Services for Improvements of the Westside

Diversion Channel at Lake Conroe

Authorize the General Manager to execute Work Order No. 5 with GeoSolutions, LLC, in the amount of $27,595, for professional surveying services for improvements of the Westside Diversion Channel at Lake Conroe.

6. REGULAR AGENDA

G&A

a. Resolution Adopting the San Jacinto River Authority Pension Plan Investment Policy

Statement dated July 27, 2017

Mr. Michel provided an overview of the San Jacinto River Authority Pension Plan Investment Policy Statement ("policy statement"), explaining that its purpose is to establish investment objectives, guidelines, and targeted fund allocations that the Retirement Plans Investment Committee must adhere to. He stated that the policy statement is required to be reviewed annually to address any necessary updates or revisions. Mr. Michel reviewed the proposed changes to Section 3 .5 of the policy statement. It was suggested that the information be contained and provided in a more formal format in the future and that the Board provide more of an oversight function. With no further discussion, Mr. Renola made a motion to adopt Resolution No. 2017-R-08 of the Board of Directors of the San Jacinto River Authority, attached hereto as Exhibit "A", adopting the San Jacinto River Authority Pension Plan Investment Policy Statement dated July 27, 2017. Mr. Koetting seconded the motion, which carried unanimously.

RAW WATER ENTERPRISE

b. Resolution Authorizing the Execution of Multiple Use Agreements for Installation of

Weather Monitoring Instrumentation in Rights-of-Way

Mr. Parkhill provided information related to the Multiple Use Agreements for installation of seven weather monitoring stations related to the flood early warning system. Mr. Renola made a motion to adopt Resolution No. 2017-R-09 of the Board of Directors of the San Jacinto River Authority, attached hereto as Exhibit "B", authorizing the execution of Multiple Use Agreements with the

4

Texas Department of Transportation to install weather monitoring instrumentation in rights-of-way. The motion was seconded by Mr. Anderson and carried with all present voting aye.

7. BRIEFINGS AND PRESENTATIONS

a. Presentation by Heather Harward regarding Texas Water Supply Partners

This items was not presented or discussed.

b. Presentation regarding the Proposed Fiscal Year 2018 Budget

Mr. Michel presented information related to the proposed Fiscal Year 2018 budget. He provided an overview of each of the division's budgets relative to revenues, expenditures, reserve funds, and rates. He then provided a brief explanation of the Bear Branch and Region H budgets. Mr. Michel explained that the total indebtedness for the Authority is $664,000,000, resulting in $45,900,000 of debt service to be paid in 2018. Mr. Michel further stated that appropriate sections of the Fiscal Year 2018 budget had been reviewed and recommended for approved by the GRP Review Committee, several Municipal Utility Districts, other entities, etc.

c. Presentation regarding the Proposed Raw Water Rate Order.

Mr. Parkhill presented information related to the proposed raw water rate. He stated that the proposed rate is an increase of 4.89%, bringing the current rate of $0.4100/1,000 gallons ($133.60/ acre foot) to $0.4300/1,000 gallons ($140.12/acre foot), to be effective January 1, 2018. Mr. Parkhill stated that this item will be presented to the Board for approval in August.

8. EXECUTIVE SESSION

The meeting was called into Executive Session at 8:58 a.m., under the provisions of Section 551, Texas Local Government Code, to discuss topics under the authority of Section 551.071, consultation with attorney, and Section 551.072, deliberation regarding real property.

9. RECONVENE IN OPEN SESSION FOR ACTION FOLLOWING EXECUTIVE SESSION

The meeting was called into open session at 10:09 a.m. The Board then considered the following items.

a. Legal Services Related to GRP Transmission Water Line Segment W2B

Mr. Koetting made a motion to authorize an increase to the purchase order with Bracewell, LLP, in the amount of $200,000, for legal services associated with GRP Transmission Water Line Segment W2B. The motion was seconded by Mr. Anderson and carried unanimously.

b. Legal Services Related to Land Acquisition Services for the GRP Division

Mr. Renola made a motion to authorize an increase to the purchase order with Andrews Kurth, LLP, in the amount of $125,000, for legal services associated with land acquisition services for the GRP Division. The motion was seconded by Mr. Koetting and carried with all present voting aye.

c. Sanitary Sewer Easement

Mr. Anderson made a motion to authorize the General Manager to execute a sanitary sewer

5

easement from the San Jacinto River Authority to Trinity Profectus, LLC, a Wyoming Limited Liability Corporation. The motion was seconded by Mr. Koetting and carried unanimously.

10. ANNOUNCEMENTS I FUTURE AGENDA

Mr. Tisdale announced that the next SJRA Board Meeting will take place on August 24, 201 7.

11. ADJOURN

Without objection, the meeting was adjourned at 10: 12 a.m.

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Exhibit A

RESOLUTION NO. ·2.D\""f-R-05

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JACINTO RIVER

AUTHORITY ADOPTING A PENSION PLAN INVESTMENT POLICY STATEMENT DATED

JULY 27, 2017.

WHEREAS, on January 26, 2012, the San Jacinto River Authority ("Authority") entered into an agreement with Alliant Retirement Services to advise the Authority on retirement planning and the management of the Authority's existing retirement plan offerings; and

WHEREAS, it was recommended that the Authority establish a Retirement Plans Investment Committee ("RPI Committee") to document the Authority's compliance with the fiduciary standards related to retirement plan administration; and

WHEREAS, the San Jacinto River Authority Pension Plan Investment Policy Statement was adopted by the Board of Directors on May 26, 2016; and

WHEREAS, the purpose of the Pension Plan Investment Policy Statement is to establish guidelines for the Plan's investment portfolio and describe the responsibilities of the Plan Adrninistrator(s), RPI Committee, and the Investment Advisor; and

WHEREAS, the Pension Plan Investment Policy Statement is required to be reviewed annually by the Board of Directors.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SAN

JACINTO RIVER AUTHORITY THAT:

1.

The San Jacinto River Authority Pension Plan Investment Policy Statement dated July 27, 2017, attached hereto as Exhibit "A" and incorporated herein for all purposes, is hereby adopted.

APPROVED AND ADOPTED by the Board of Directors of the San Jacinto River Authority, at a regular meeting on the 27th day of July, 2017.

ATTEST:

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Exhibit "A"

San Jacinto River Authority

Pension Plan

Investment Policy Statement July 27, 2017

Version 2.0

APPROVED:

� �mJ � Title

TABLE OF CONTENTS

1.0 INTRODUCTION 1-1

2.0 BACKGROUND 2-1

2.1 PLAN INCEPTION 2-1

2.2 PLAN INFORMATION 2-1

2.3 PLAN ADMINISTRATION 2-1

2.4 RETIREMENT PLANS INVESTMENT COMMITTEE RESPONSIBILITIES 2-2

3.0 POLICY 3-1

3.1 STATEMENT OF PURPOSE 3-1

3.2 ANNUAL REVIEW OF INVESTMENT POLICY STATEMENT 3-1

3.3 CONSISTENCY WITH ERISA 3-2

3.4 INVESTMENT ADVISOR RESPONSIBILITIES 3-2

3.5 INVESTMENT OBJECTIVES AND GUIDELINES 3-2

3.6 INVESTMENT FUND WATCH-LIST AND DIVESTMENT OF FUNDS 3-3

San Jacinto River Authority Pension Plan Investment Policy Statement San Jacinto River Authority

SECTION 1.0 - INTRODUCTION

The San Jacinto River Authority ("Sponsor") established a pension plan effective November 1, 1970, known as the San Jacinto River Authority Pension Plan ("Plan"), in recognition of the contribution made to its successful operation by its employees and for the exclusive benefit of its eligible employees.

The Plan seeks to provide retirement benefits to the employees of San Jacinto River Authority who are entitled to receive benefits under the Plan. The Plan's overall goal is to pay benefits as promised by the Plan in such a way that the cost (defined as contributions) and risk (defined as funding level volatility) are manageable for the Sponsor.

July 2017 Version 2.0 1-1

San Jacinto River Authority Pension Plan Investment Policy Statement

SECTION 2.0 - BACKGROUND

2.1 PLAN INCEPTION


The Plan was established November 1, 1970 and has been amended and/or restated over the years to maintain compliance with applicable law, to obtain a Qualified Pension Plan status under U.S. Internal Revenue Service rules, and/or to clarify certain aspects of the Plan document language.

2.2 PLAN INFORMATION

The Plan is a defined benefit plan maintained for eligible employees in accordance with the terms, conditions, and provisions of the Plan, as set forth in the Plan documents.

Notwithstanding any provision of this Pension Plan Investment Policy Statement ("Statement"), if any term or condition of this Statement conflicts with any applicable laws or any term or condition of the Plan, applicable law and the terms and conditions of the Plan shall control.

2.3 PLAN ADMINISTRATION

The Plan Administrator is the person or persons responsible for the administration of the Plan. The Plan Administrator will be in charge of the smooth operation of the Plan and the maintenance of the Plan records. Any questions, requests for additional information, or areas of dispute should be resolved with the Plan Administrator.

Plan Administrators Director of Financial and Administrative Services, SJRA; and Human Resource Manager, SJRA 1577 Dam Site Road Conroe, Texas 77304 (936) 588-3111

Agent for Service of Legal Process General Manager, SJRA

July 2017 Version 2.0

1577 Dam Site Road Conroe, Texas 77304 (936) 588-3111

2-1


2.4 RETIREMENT PLANS INVESTMENT COMMITTEE RESPONSIBILITIES

The Retirement Plan Investment Committee ("RPI Committee") will assist the Plan Administrators in fulfilling their oversight responsibility for the Sponsor's retirement investment plan assets. The RPI Committee is responsible for formulating the overall investment policies for the retirement plans, subject to approval by the Plan Administrators and the Board of Directors, and establishing investment guidelines in furtherance of those policies. The RPI Committee monitors the management of the portfolio for compliance with the investment policies and guidelines and for meeting performance objectives over time.

Organization of the RPI Committee and its roles and responsibilities can be located in the RPI Committee Charter document adopted by the Board of Directors of the San Jacinto River Authority, attached hereto as Exhibit "A".


San Jacinto River Authority Pension Plan Investment Policy Statement

SECTION 3.0 - INVESTMENT POLICY STATEMENT

3.1 STATEMENT OF PURPOSE


The purpose of this Investment Policy Statement ("Statement") is to establish guidelines for the Plan's investment portfolio ("Portfolio") in the areas that most influence the investment returns and funded status of the Plan and criteria for selecting, evaluating, and monitoring Plan investments. The Statement also incorporates accountability standards that will be used to monitor the progress of the Portfolio's investment program and to evaluate the performance of the consultants hired on behalf of the Plan and its beneficiaries.

The Sponsor currently expects to maintain the Plan indefinitely, but the Sponsor reserves the right to terminate or amend the Plan or any component thereof. The RPI Committee is responsible for supervising the investment of all assets owned by, or held for, the Plan. The nature of this Investment Policy Statement is characterized by the following:

3.1.1 This Statement sets forth the investment objectives and guidelines that govern the activities of the RPI Committee and other parties the Sponsor may retain to supervise and monitor the investment of Plan assets.

3 .1.2 The investment policies for the Plan contained herein have been formulated consistent with the Plan's need to pay promised benefits and the Sponsor's tolerance for assuming investment and financial risk, as reflected in the majority opinion of the RPI Committee.

3.1.3 Policies contained in this Statement are intended to provide boundaries, where necessary, for ensuring the Plan's investments are managed consistent with the short- and long-term financial goals of the Plan. At the same time, the policies are intended to provide the Plan with sufficient flexibility to accommodate changes in capital market conditions and in the Sponsor's financial circumstances.

3.2 ANNUAL REVIEW OF INVESTMENT POLICY STATEMENT

The RPI Committee will review this Investment Policy Statement at least once per year and recommend any changes they deem necessary to the Plan Administrators. Final approval of any changes to this Investment Policy Statement can be made only by affirmation of a majority of the Board of Directors of the Sponsor. Written confirmation of the changes will be provided to all RPI Committee members and to any other parties hired on behalf of the Plan as soon as is practical.



3.3 CONSISTENCY WITH ERISA

The Plan Sponsor has determined that the Plan will be invested and managed in a manner consistent with the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended (ERISA), specifically:

3.3.1 The Plan shall be invested with the care, skill, prudence, and diligence under the circumstances prevailing from time to time that a prudent person acting in a like capacity and familiar with such matters would use in the investment of a fund of like character and

with like aims.

3.3.2 All transactions undertaken on behalf of the Plan will be implemented in the sole interest of Plan participants and beneficiaries.

3.3.3 The RPI Committee is charged with the responsibility for the prudent selection and ongoing monitoring of Plan investments. To assist the Committee in this function, the Plan Sponsor has engaged the services of investment consultant professionals, hereinafter referred to as the Investment Advisor.

3.4 INVESTMENT ADVISOR RESPONSIBILITIES

Pursuant to the Agreement entered into between the Plan Sponsor and the Investment Advisor, the following responsibilities have been delegated to the Investment Advisor.

• Recommending modifications to this Investment Policy as appropriate, including

modifications to strategic asset allocation policies;

• Recommending the allocation of plan assets in accordance with guidelines set forth in

the Investment Policy Statement;

• Monitoring investment performance, risk exposure, transaction activities and fees;

• Recommending new asset classes and/or investment styles for potential inclusion in the

Plan;

• Developing recommendations for and implementing new investment strategies approved by

the Board; and

• Communicating with the Plan Sponsor and Plan Custodian(s) regarding Plan investments.

3.5 INVESTMENT OBJECTIVES AND GUIDELINES

The primary investment objective of the Plan is to earn a long-term (20-25 plus year) nominal rate of return on assets in excess of the long-term return assumption utilized in the Plan's actuarial valuation report.

In pursuit of this objective, the following fund selection and monitoring criteria are adopted: • No individual company stocks are eligible for investment;

July, 2017 Version 2.0 3-2


• Eligible Funds must be within the 50th percentile for the prior three years and/or five years as compared to their peer group indices;

• Administrative costs shall be a factor with lower costs preferable, however there is no limitation on fees as long as those fees are deemed reasonable; and

• Changes to asset classes and targeted allocations from those described in the following table shall be approved within this Policy by the Board.

Targeted Investment Allocations:

Fixed Income:

Money Market/Stable Value Intermediate-term Bonds Inflation Protected Bonds High-Yield Bonds

Equity:

Large Capitalization Domestic Equity Mid Capitalization Domestic Equity Small/Mid Capitalization Domestic Equity Small Capitalization Domestic Equity International Equity

Real Estate

15% 10% 5% 5%

28% 10%

4% 8%

10% 5%

Additional diversification within the equity asset classes will be used where appropriate. Value, Growth, and Blend investment strategies may be utilized within domestic equity and international equity, as well as passive and active management strategies. Asset Class weightings may fluctuate due to market volatility and market growth. The portfolio will be rebalanced periodically.

The RPI Committee shall review these guidelines at least annually.

3.6 INVESTMENT FUND WATCH-LIST AND DIVESTMENT OF FUNDS

The RPI Committee may place funds on a watch-list if those funds are determined to be outside of the selection/monitoring criteria or for any other reason and may take actions necessary to divest from funds that no longer meet the selection/monitoring criteria. If funds are placed on a watch-list, those funds may be removed from the watch-list at such time that the RPI Committee determines that the funds have attained the necessary selection/monitoring criteria. In the event that a fund within the Portfolio varies significantly enough from the targeted allocations, as determined by the RPI Committee, the RPI Committee shall take prudent actions in a timely manner to rebalance funds to attain the targeted allocations.



EXHIBIT "A"

SAN JACINTO RIVER AUTHORITY

RETIREMENT PLANS INVESTMENT COMMITTEE CHARTER

May 26, 2016

Mission Statement The Retirement Plans Investment Committee ("RPI Committee") will assist the Plan Administrators (internal employees responsible for the administration of the plans) in fulfilling their oversight responsibility for the retirement investment assets of the Authority. The RPI Committee is responsible for formulating the overall investment policies of the retirement plans, subject to approval by the Plan Administrators and the Board of Directors, and establishing investment guidelines in furtherance of those policies. The RPI Committee monitors the management of the portfolio for compliance with the investment policies and guidelines and for meeting performance objectives over time.

Organization a. The RPI Committee consists of the Plan Administrators (the Director of Financial and Administrative Services and the Human Resource Manager), the General Manager, the Deputy General Manager, the Controller, a SJRA employee-at-large (selected by the RPI Committee), and the Treasurer of the Board of

Directors.

b. The RPI Committee will meet at least annually if the assets in the retirement plans are $1 million or less; semi-annually if the assets are between $1 and $10 million; and quarterly if the plan assets are greater than $10 million. The RPI Committee may meet more frequently if the Committee or the Plan Administrators deem it necessary.

c. A majority of the RPI Committee shall constitute a quorum for the transaction of business at any meeting thereof, and the act of a majority of the members of the RPI Committee present at any meeting at which a quorum is present shall be the act of the RPI Committee.

Roles and Responsibilities The RPI Committee shall be responsible for:

a. Setting investment policies (subject to approval of the Plan Administrators and the Board of Directors) and guidelines governing the retirement funds under the charge of the Authority, including policies and guidelines regarding asset classes, asset allocation ranges, and prohibited investments.

b. Overseeing investment and reinvestment of retirement funds. The RPI Committee may delegate investment functions to officers and employees of the Authority and to external investment managers.

c. Monitoring the management of the retirement funds by reviewing written reports from investment staff and by discussions with investment staff at RPI Committee meetings that focus on the primary determinants of returns, including asset allocation and investment strategy.

d. Evaluating investment performance of the retirement funds based on a comparison of actual returns with the Authority's absolute return objective, and with such other benchmarks as the Board or RPI



Committee may from time to time select. The evaluation will take into account compliance with investment policies and guidelines and risk levels.

e. Periodically review and assess the adequacy of the Authority's retirement plan administration process and make recommendations.

f. Periodically review and assess the adequacy of this committee charter and make recommendations to the Board of Directors for any changes.

g. Conduct an annual performance evaluation of the RPI Committee.

h. Attend to such other matters as the Plan Administrators or the Board of Directors may from time

to time determine.

L Maintain minutes of RPI Committee meetings and report to the Board as necessary.


Exhibit B

RESOLUTION No. 1.D\f--1(----Qq

RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JACINTO RIVER

AUTHORITY AUTHORIZING MULTIPLE USE AGREEMENTS WITH THE TEXAS DEPARTMENT OF TRANSPORTATION TO INSTALL WEATHER MONITORING

INSTRUMENTATION IN RIGHTS-OF-WAY

WHEREAS, the Authority is currently developing Weather Monitoring Improvement Projects in which each "Project" involves the installation of an ALERT2 weather monitoring station; and

WHEREAS, each Project site will be located within existing right-of-way owned by the Texas Department of Transportation ("TxDOT"), at the approximate locations identified on Exhibit I attached hereto; and

WHEREAS, the Authority and TxDOT have negotiated the proposed form of Multiple Use Agreement ("MUA'') attached as Exhibit 2, under which TxDOT authorizes the use of its existing infrastructure and rights-of-way for installation of the ALERT2 instrumentation at the Project sites; and

WHEREAS, the General Manager of the Authority has requested approval to complete, finalize and execute MU As relative to the Project sites.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SAN JACINTO RIVER AUTHORITY THAT:

I.

The proposed Project sites identified on Exhibit 1 and the form of MUA between the Authority and TxDOT attached as Exhibit 2 are approved.

2.

That the General Manager is authorized to complete, finalize, and execute MU As on behalf of the Authority, in the form or substantially the same form as Exhibit 2, relative to the proposed Project sites identified on Exhibit 1.

APPROVED AND ADOPTED by the Board of Directors of the San Jacinto River Authority, at a regular meeting on the 27th day of July, 2017.

ATTEST:

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EXHIBIT 1

[ALERT2 Weather Station proposed locations]

Lake Creek @ Dobbin • 30.372204, -95.768057 • SH I 05, Montgomery County, Control-Section 0338-02

Little Lake Creek@ FM 149 • 30.447385, -95.696912 • FM 149, Montgomery County, Control-Section 0720-02

West Caney Creek@FM 1375 • 30.528349, -95.678947 • FM 1375, Montgomery County, Control-Section 1402-03

Lake Conroe @ FM 1375 • 30.525525, -95.601215 • FM 1375, Walker County, Control-Section 1402-02

East Sandy Creek @ FM 13 7 4 • 30.583836, -95.566061 • FM 1374, Walker County, Control-Section 0578-03

West Sandy Creek @ FM 1791 • 30.603651, -95.725489 • FM 1791, Walker County, Control-Section 1706-01

West Fork San Jacinto@HWY 30 • 30.686381, -95.693119 • SH 30, Walker County, Control-Section 0212-02

EXHIBIT 2

[Form of Multiple Use Agreement commences on following page]

MULTIPLE USE AGREEMENT..

STATE OF TEXAS §

COUNTY OF TRAVIS §

THIS AGREEMENT made by the State of Texas by and between the Texas Department of

Transportation, hereinafter referred to as "State", party of the first part, and

San Jacinto River Authority , hereinafter cal led SJRA

party of the second part, is to become effective when fully executed by both parties.

WITNESSETH

WHEREAS, on the day of , 20 17 , the governing �� -body for the SJRA , entered into Resolution/Ordinance No.

hereinafter identified by reference, authorizing the SJRA 's participation in this ��-agreement with the State; and

WHEREAS, the SJRA has requested the State to permit the construction, ��-maintenance and operation of a public weather monitoring station �� on the highway right of way, ( ROADWAY FM xxxx CONT ROL SECTION NO. xxxx-xx ).

(General description of area including either the control number or GPS coordinates. )

shown graphically by the preliminary conceptual site plan in Exhibit "A" and being more specifically

described by metes and bounds of Exhibit "B", which are attached and made a part hereof; and

WHEREAS, the State has indicated its wil l ingness to approve the establishment of such facilities

and other uses conditioned that the SJRA will enter into agreements with the State for

the purpose of determining the respective responsibilities of the SJRA and the State with ��-reference thereto, and conditioned that such uses are in the public interest and wil l not damage the highway

facilities, impair safety, impede maintenance or in any way restrict the operation of the highway facility, all as

determined from engineering and traffic investigations conducted by the State.

Form 2044 (Rev. 02/15) Page 2 of 10

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and

agreements of the parties hereto to be by them respectively kept and performed as hereinafter set forth, it

is agreed as follows:

1. DESIGN AND CONSTRUCTION

SJRA will prepare or provide for the construction plans for the facility, and will provide

for the construction work as required by said plans at no cost to the State. Said plans shall include the

design of the access control. necessary horizontal and vertical clearances for highway structures,

adequate landscape treatment, adequate detail to ensure compliance with applicable structural design

standards, sufficient traffic control provisions, and general layout. They shall also delineate and define

the construction responsibilities of both parties hereto. Completed plans will be submitted to State for

review and approval and when approved shall be attached to the agreement and made a part thereof

in all respects. Construction shall not commence until plans have been approved by the State. Any

future revisions or additions shall be made after prior written approval of the State. Any sidewalks,

curb ramps and other pedestrian elements to be constructed, either on site or off site, by the

_s

_J RA _______ shall be in accordance with the requirements of Title II of the Americans With

Disabilities Act (ADA) and with the Texas Accessibility Standards (TAS) . Elements constructed by the

_s

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_RA ______ and found not to comply with ADA or TAS shall be corrected at the entire expense

of the ___ s_J R_A __ _

2. INSPECTION

Ingress and egress shall be allowed at all times to such facility for Federal Highway Administration

personnel and State Forces and equipment when highway maintenance operations are necessary,

and for inspection purposes; and upon request, all parking or other activities for periods required for

such operations will be prohibited.

3. PARKING REGULATIONS

Parking regulations shall be established limiting parking to single unit motor vehicles of size and

capacity no greater than prescribed for 11/2 ton trucks, such vehicles to conform in size and use to

governing laws. Parking shall be permitted only in marked spaces.

Parking shall be prohibited when a security threat, as determined by TxDOT, exists.

Form 2044 (Rev. 02/15) Page 3 of 10

4. PROHIBITION/SIGNS

Regulations shal l be established prohibiting the parking of vehicles transporting flammable or

explosive loads and prohibiting use of the area in any manner for peddling, advertising or other

purposes not in keeping with the objective of a public facility. The erection of signs other than those

required for proper use of the area wil l be prohibited. Al l signs shall be approved by the State prior to

the actual erection.

5. RESPONSIBILITIES

Timely maintenance, repair and operation of the facility shal l be entirely the responsibility of the

SJRA . Such responsibil ity shall not be transferred, assigned or conveyed to

a third party without the advanced written approval of the State. These responsibilities expressly

include the timely maintenance and repair of any portion of the facility necessary to comply with the

Americans with Disabilities Act. Further, such responsibility shal l include picking up trash. mowing and

otherwise keeping the facility in a clean and sanitary condition, and surveillance by police patrol to

el iminate the possible creation of a nuisance or hazard to the public. Hazardous or unreasonably

objectionable smoke, fumes, vapor or odors shall not be permitted to rise above the grade line of the

highway, nor shal l the facility subject the highway to hazardous or unreasonably objectionable

dripping, droppings or discharge of any kind, including rain or snow.

If the State determines that SJRA has failed to comply with these responsibilities,

it wil l perform the necessary work and charge SJRA the actual cost of the work.

6. FEES

Any fees levied for use of the facilities in the area shall be nominal and no more than are sufficient to

defray the cost of construction, maintenance and operations thereof, and shal l be subject to State

approval .

A. Retention Period. The SJRA shall maintain all books, documents, papers, �� accounting records and other evidence pertaining to fees col lected and costs (hereinafter cal led

the Records) . The SJRA shall make the records available during the term of �� the Agreement and for four years from the date the Agreement is terminated, until completion of

al l audits, or until pending litigation has been completely and ful l y resolved, whichever occurs last.

8. Audit Report. If fees are collected by the SJRA for the use of the facility

under this agreement, the SJRA wil l provide the State an annual audit report ��-detailing the fees col lected for the use of the facility and the costs associated with constructing,

maintaining, and operating the facility within the same period. If the report shows more fees

col lected than expenses for the construction. operation. or maintenance of the facility the

SJRA must provide a multiple year plan detailing how the additional revenue

wil l be used for construction, operation, or maintenance of the facility.

Form 2044 (Rev. 02/15)

Page 4 of 10

C. Availability. The State or any of its duly authorized representatives, the Federal Highway

Administration, the United States Department of Transportation, Office of Inspector General , and

the Comptroller General shall have access to the SJRA 's records that are �� directly pertinent to this Agreement for the purpose of making audits and examinations.

7. TERMINATION UPON NOTICE

This provision is expressly made subject to the rights herein granted to both parties to terminate this

agreement upon notice, and upon the exercise of any such right by either party, all obl igations herein

to make improvements to said facility shall immediately cease and terminate and

SJRA shall be responsible for the facility's timely removal at no cost to the State. �� I f the State determines that SJRA has failed to timely remove the facility, it will �� perform the necessary work and charge SJRA the actual cost of the work. ��

8. MODIFICATION/TERMINATION OF AGREEMENT

I f in the sole judgment of the State it is found at any future time that traffic conditions have so

changed that the existence or use of the facility is impeding maintenance, damaging the highway

facility, impairing safety or that the facility is not being properly operated, that it constitutes a

nuisance, is abandoned, or if for any other reason it is the State's judgment that such facility is not in

the public interest, this agreement under which the facility was constructed may be: (1) modified if

corrective measures acceptable to both parties can be applied to el iminate the objectionable features

of the facility; or (2) terminated and the use of the area as proposed herein discontinued.

9. PROHIBITION OF STORAGE OF FLAMMABLE MATERIALS

All structures located or constructed within the area covered by the agreement shall be fire resistant.

The storage of flammable, explosive or hazardous materials is prohibited. Operations deemed to be

a potential fire hazard shall be subject to regulation by the State.

10. RESTORATION OF AREA

The SJRA shall provide written notification to the State that such facility will be

discontinued for the purpose define d herein. The SJRA shal l , within thirty (30) days ��-from the date of said notification, clear the area of all facilities that were its construction responsibility

under this agreement and restore the area to a condition satisfactory to the State.

11. PREVIOUS AGREEMENTS

It is understood that this agreement in no way modifies or supersedes the terms and provisions of any

existing agreements between the parties hereto.

Form 2044 (Rev. 02/15) Page 5 of 10

12. INDEMNIFICATION

SJRA AGREES TO HOLD AND SA VE THE ST A TE OF TEXAS FREE

FROM DAMAGES THAT MAY RESULT FROM CONSTRUCTION OF THE PROJECT

DESCRIBED HEREIN. THE INDEMNIFICATION OF THE STATE SHALL EXTEND FOR A

PERIOD OF TWO (2) YEARS BEYOND THE DA TE OF TERMINATION OF THIS

AGREEMENT.

DURING EACH YEAR WHILE THERE IS ANY LIABILITY BY REASON OF THE

AGREEMENT CONTAINED IN THIS SUBSECTION OF THIS RESOLUTION, INCLUDING

THE CALENDAR YEAR 2017 , THE SJRA (CITY) SHALL COMPUTE

AND ASCERTAIN THE RATE AND AMOUNT OF AD VALOREM TAX, BASED ON THE

LATEST APPROVED TAX ROLLS OF SAID ENTITY, WITH FULL ALLOWANCES BEING

MADE FOR TAX DELINQUENCIES AND COSTS OF TAX COLLECTION, WHICH WILL BE

SUFFICIENT TO RAISE AND PRODUCE THE MONEY REQUIRED TO PAY ANY SUMS

WHICH MAY BE OR BECOME DUE DURING ANY SUCH YEAR, IN NO INSTANCE TO BE

LESS THAN TWO (2%) PER CENT OF SUCH OBLIGATION, TOGETHER WITH INTEREST

THEREON, BECAUSE OF THE OBLIGATION HEREIN ASSUMED.

SAID RATE AND AMOUNT OF AD VALOREM TAX IS HEREBY ORDERED TO BE LEVIED

AND IS HEREBY LEVIED AGAINST ALL TAXABLE PROPERTY IN SAID ENTITY FOR

EACH YEAR WHILE ANY LIABILITY EXISTS BY REASON OF THE OBLIGATION

UNDERTAKEN BY THIS SUBSECTION OF THIS RESOLUTION, AND SAID AD VALOREM

TAX SHALL BE ASSESSED AND COLLECTED EACH SUCH YEAR UNTIL ALL OF THE

OBLIGATIONS HEREIN INCURRED SHALL HA VE BEEN DISCHARGED AND ALL

LIABILITY HEREUNDER DISCHARGED.

No party to this agreement intends to waive, relinquish, limit or condition its general governmental

immunity from liability in any way.

Each party agrees and acknowledges that it is not an agent, servant, or employee of the other party

and that under this provision each party is responsible only for its own acts and for those of its

agents, servants, independent contractors or employees. Such responsibility includes, but is not

limited to any claims or amounts arising or recovered under the "Workers Compensation Law, " the

Texas Tort Claims Act, Chapter 101, Texas Civil Practice and Remedies Code; or any other

applicable laws or regulations, all as time to time may be amended.

Form 2044 (Rev. 02/15) Page 6of 10

Nothing in this agreement shall be construed as creating any liability in favor of any third party

against the State and the SJRA Additionally, this agreement shall not ever be �� construed as relieving any third party from any liability against the State. Furthermore, the

SJRA shall become fully subrogated to the State's rights of recovery and shall be �� entitled to maintain any action over and against any third party who may be liable for damages. The

State agrees to execute and deliver instruments and papers and to otherwise do that which is

necessary to secure such rights.

13. INSURANCE

The SJRA , shall provide necessary safeguards to protect the public on State �� maintained highways including adequate insurance for payment of any damages which might resul t

during the construction, maintenance, repair and operation of the facility. SJRA �� shal l include TxDOT as an additional insured by endorsement in SJRA 's �� commercial general l iability insurance policy. Prior to beginning work on the State's right of way, the

SJRA 's construction contractor shall submit to the State a completed insurance ��-form (TxDOT Form No. 1560) or appropriate certificate of self-insurance and shal l maintain the

required coverage during the construction of the facility.

14. USE OF RIGHT OF WAY

It is understood that the State by execution of this agreement does not impair or relinquish the State's

right to use such land for highway purposes when it is required for the construction or re-construction

of the traffic facility for which it was acquired, nor shall use of the land under such agreement ever be

construed as abandonment by the State of such land acquired for highway purposes, and the State

does not purport to grant any interest in the land described herein but merely consents to such use to

the extent its authority and title permits.

15. ADDITIONAL CONSENT REQUIRED

The State asserts only that it has sufficient title for highway purposes. The SJRA �� shall be responsible for obtaining such additional consent. permits or agreement as may be

necessary due to this agreement. This includes, but is not limited to, appropriate permits and

clearances for environmental, ADA and public utilities.

16. FHWA ADDITIONAL REQUIREMENTS

If the Facility is located on the Federal-Aid Highway System, "ATTACHMENT A" , which states

additional requirements as set forth in the Federal Highway Administration's Title 23, Code of Federal

Regulations, § 710, shall be attached to and become a part of this agreement.

17. CIVIL RIGHTS ASSURANCES

The SJRA , for itself, its personal representatives, successors and interests and ��-

Form 2044 (Rev. 02/15) Page 7of 10

assigns. as part of the consideration hereof, does hereby covenant and agree as a covenant running

with the land that: (1) no persons, on the grounds of race, color, sex, age, national origin, religion or

disabling condition, shall be excluded from participation in, be denied the benefits of, or be otherwise

subjected to discrimination in the use of said facility; (2) that in the construction of any improvements

on, over or under such land and the furnishing of services thereon, no person on the ground of race,

color, sex, age, national origin, religion or disabling condition, shall be excluded from participation in,

denied the benefits of, or otherwise be subjected to discrimination; (3) that the

SJRA shall use the premises in compliance with al l other requirements imposed by

or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office

of the Secretary, Part 21, Non-discrimination in Federally-Assisted programs of the Department of

Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may

be amended.

That if in the event of any breach of the above non-discrimination covenants, the State shall have the

right to terminate the agreement and reenter and repossess said land and the facilities thereon, and

hold the same as if said agreement had never been made or issued.

18. AMENDMENTS

Any changes in the time frame, character or responsibilities of the parties hereto shall be enacted by

a written amendment executed by both parties hereto.

19. LEGAL CONSTRUCTION

In case one or more of the provisions contained in this agreement shall for any reason be held

invalid, i l legal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not

affect any provision hereof and this agreement shall be construed as if such invalid, illegal, or

unenforceable provision had never been contained in this agreement.

20. AUDIT

The State may conduct an audit or investigation of any aspect of this agreement. The

SJRA must provide the State with access to any information the State considers

relevant to the investigation or audit. The audit can include, but is not limited to, any contract for

construction or maintenance of any facility or structure authorized by this agreement or any

contract to provide a service to the SJRA if that service is authorized by this �� agreement.

Form 2044 (Rev. 02/15) Page B of 10

21. AUTHORITY OF STATE AUDITOR

The state auditor may conduct an audit or investigation of any entity receiving funds from the state

directly under the contract or indirectly through a subcontract under the contract. Acceptance of

funds directly under the contract or indirectly through a subcontract under this contract acts as

acceptance of the authority of the state auditor, under the direction of the legislative audit committee,

to conduct an audit or investigation in connection with those funds. An entity that is the subject of an

audit or investigation must provide the state auditor with access to any information the state auditor

considers relevant to the investigation or audit.

22. NOTICES

Al l notices required under this agreement shall be mailed or hand delivered to the fol lowing

respective addresses:

STATE (Mailing Address)

(Name of other party) (Mailing Address)

Texas Department of Transportation Maintenance Division


Lake Conroe Division

125 East 11th Street P. 0. BOX 329

Austin, Texas 78701-2483 Conroe, Texas 77305

23. TIMELY PAYMENT

When required by any provision of this agreement requires a payment to be made to the State, the

other party hereto shall within thirty (30) days from receipt of the State's written notification pay the

State for the full cost of repairing any damages to the highway facility which may resul t from the other

party's construction, maintenance, repair or operation of the facility.

24. WARRANTS

The signatories to this agreement warrant that each has the authority to enter into this agreement on

behalf of the party represented.

List of Attached Exhibits:

Exhibit A - General Layout Exhibit B - Metes and Bounds Description Exhibit C - Approved Construction Plans Exhibit D.- Certificate of Insurance (TxDOT Form 1560) Exhibit E - Attachment A (FHWA Additional Requirements)

Form 2044 (Rev. 02/15) Page 9 of 10

IN WITNESS WHEREOF, the parties have hereunto affixed their signature, the

SJRA on the 1st day of August 2017

State on the day of . 20 �� - -��

STA TE OF TEXAS

, and the

SAN JACINTO RIVE R AUTHO RI TY

(Name of other party)

Signature

Executed and approved for the Texas

Transportation Commission for the purpose and

effect of activating and/or carrying out the orders,

and established policies or work programs

heretofore approved and authorized by the Texas

Transportation Commission.

Jace Houston

Printed Name

General Manager

Title

SAN JACINTO RIVE R AUTHO RI TY

Agency

936-588-3111

Contact Office and Telephone No.

By:��---,-�� Director, Maintenance Division

Printed Name

Date

APPROVAL RECOMMENDED:

District Engineer

Printed Name

Date

Form 2044 (Rev. 02/15)

Page 10of 10

ATTACHMENT A

Inasmuch as this project is on the Federal-Aid highway system, the following additional requirements as

applicable with the Federal Highway Administration's Title 23, Code of Federal Regulations,§ 710.

1. Any significant revision in the design or construction of the facility shall receive prior approval by the

Texas Department of Transportation subject to concurrency by the FHWA.

2. Any change in the authorized use of airspace shall receive prior approval by the Texas Department

of Transportation subject to concurrence by the FHWA.

3. The airspace shall not be transferred, assigned or conveyed to another party without prior Texas

Department of Transportation approval subject to concurrence by the FHWA.

4. This agreement will be revocable in the event that the airspace facility ceases to be used or is

abandoned.

EXHIBI T E

Documents

BOARD OF DIRECTORS JULY 27, 2017 · Board of Directors of the San Jacinto River Authority, attached hereto as Exhibit "A", adopting the ... Koetting seconded the motion, which carried