MINUTES FORT BEND COUNTY TOLL ROAD AUTHORITY

August 21, 2013

The Board of Directors (the "Board") of the Fort Bend County Toll Road Authority (the"Authority") met in regular session, open to the public, on the 21st day of August, 2013, at the offices of the Greater Fort Bend Economic Development Council, One Fluor Daniel Drive, Sugar Land, Texas, and the roll was called of the members of the Board:

Jim Condrey Chairman Bobbie A. Tallas Vice Chairman Charles Rencher Secretary Melody Hess Treasurer William D. Kee, III Assistant Secretary and all of the above were present, except for Directors Hess and Rencher, thus constituting a quorum.

Also present for all or part of the meeting were Jonathan Schumann of Fort Bend County Commissioners Office, Precinct 3; Richard Stolleis, P.E., Fort Bend County Engineer; Bill Jameson of WJ Interests, Inc.; Pamela Logsdon of AV ANTA Services; Mike Stone, Sherrie Knoepfel, and Phil Martin of Mike Stone Associates, Inc.; Francine Stefan of First Southwest Company; Gary Gehbauer and Dave Johnston of Brown & Gay Engineers, Inc.; Rick Hurst and Brandon Rich of Reynolds, Smith and Hills, Inc.; Jerry Ramos of Ramos Consulting; Dale Conger and Mahmoud Salehi of Cobb Fendley & Associates; Carl Sugden of Comcast Business Communications, LLC; Officers Edward Gordon, Sr. and Kyle Cornell of the Fort Bend County Constables Office Precinct 3; Teshia N. Judkins and Justine M. Cherne of Allen Boone Humphries Robinson LLP; and persons listed on the attached attendance sheets.

Director Condrey called the meeting to order. He noted that the Fort Bend County Commissioners Court appointed William D. Kee, III as a Director to fill the vacancy on the Board and that he was sworn into office at the Board's special meeting held on August 14, 2013.

RECEIVE PUBLIC COMMENTS

Director Condrey opened the meeting to receive public comments. There being no public comments, Director Condrey closed the meeting to public comment.

CONSENT AGENDA The minutes of the Authority's regular Board meeting held on July 17, 2013, and a summary of construction pay estimates were previously distributed. A copy of the summary of construction pay estimates is attached. The Board concurred to remove the

445843.doc operating report from the Consent Agenda. Director Tallas moved to approve the minutes, the bookkeeper's report and payment of invoices, including the construction pay estimates and, subject to approval by the Fort Bend County Commissioners Court, the Agreement for the Provision of Toll Enforcement, Incident Management, and Law Enforcement Services for the Westpark Tollway. Director Kee seconded the motion, which was approved by unanimous vote. Copies of the documents related to the Consent Agenda items are included in the attached Board Book.

OPERATING REPORT

The Board reviewed the operating report, including a supplement to the Authority's Service Agreement with Bio Landscape and Maintenance, Inc. Mr. Stone stated that he is coordinating with the Precinct 2 Fort Bend County Constables Office on obtaining reports for the Board Books. Following review and discussion, Director Tallas moved to approve the operating report and, subject to approval by the Fort Bend County Commissioners Court, the supplement to the Authority'S Service Agreement with Bio Landscape and Maintenance, Inc. Director Kee seconded the motion, which was approved by unanimous vote.

RENEWAL OF INSURANCE POLICIES

The Board reviewed renewal proposals for the Authority's insurance policies from Harco Insurance and SIG/McDonald & Wessendorf Insurance. Following review and discussion, the Board concurred to defer this item pending receipt of additional information and discussion of the proposals with representatives of the insurance agencies at the September meeting.

ADDITIONAL OPERATING MATTERS

Mr. Jameson noted that the operations and maintenance budget has been revised per the budget workshop conducted during the Board's special meeting held on August 14, 2013, and will be included on the agenda for adoption at the September regular Board meeting.

Mr. Stone and Mr. Jameson discussed the calculation of the Authority's automatic annual toll rates scheduled for adjustment on October 1, 2013.

TOLL SYSTEM REPLACEMENT PROJECT

Mr. Stone reported that he is reviewing a draft report from Reynolds, Smith and Hills, Inc. and Ramos Consulting, LLC on the conversion of the Authority's existing toll systems for the Fort Bend Parkway and Westpark Tollway to a system that will be compatible with the toll system installed on Fort Bend Grand Parkway Segment D. Mr. Ramos gave a presentation on an overview of the toll replacement evaluation concept report. A copy of the presentation is attached. Mr. Stone stated that recommendations on a scope of services and fees for design of the project will be made at the September -2­ 445843.doc Board meeting.

FORT BEND PARKWAY, PROTECT B-1

Mr. Gehbauer and Mr. Stone updated the Board on the construction of Fort Bend Parkway, Segment B-1. Copies of written status reports for the project are included in the attached Board Book.

Mr. Gehbauer reviewed and recommended approval of an Addendum to Contract with Berg-Oliver Associates, Inc. for additional environmental services for Fort Bend Parkway, Project B-1 in the amount of $4,500.00 ("Contract Addendum").

Mr. Stone reviewed and recommended approval of Supplemental Agreement No. 14 to the Engineering Services Agreement with Brown & Gay Engineers, Inc. for additional surveying services related to a parcel for the Knight Road drainage channel for the Fort Bend Parkway, Project B-1 in the amount of $59,500.00 ("Supplemental Agreement").

Following review and discussion, Director Tallas moved to approve the Contract Addendum and the Supplemental Agreement as recommended, subject to approval by the Fort Bend County Commissioners Court. Director Kee seconded the motion, which was approved by unanimous vote.

FORT BEND PARKWAY EXTENSION FROM SIENNA PARKWAY TO SIENNA RANCH ROAD

Mr. Jameson discussed the extension project for the Fort Bend Parkway from Sienna Parkway to Sienna Ranch Road.

FORT BEND PARKWAY STATE HIGHWAY 6 CROSSING

Mr. Stone updated the Board on the design of the Fort Bend Parkway State Highway 6 underpass crossing and the related design of the drainage for the underpass, including a coordination meeting held with representatives of the Texas Department of Transportation and the anticipated schedule for the project.

WESTPARK EXTENSION, PROJECT B

Mr. Stolleis reported on the anticipated schedule for Fort Bend County's project to extend the Westpark Tollway and the expansion of the FM 1093 frontage roads. A copy of Dannenbaum Engineering Corp.'s status report on Phases I and II of the project is included in the attached Board Book.

REPORT ON SYSTEMWIDE LEVEL 2 TRAFFIC AND REVENUE STUDY

Mr. Jameson noted that a preliminary draft report of the updated Traffic and Revenue Study for the Authority's toll road system was discussed during the Board's -3­ 445843.doc special meeting held on August 14, 2013.

CONVENE IN EXECUTIVE SESSION

The Board did not convene in Executive Session.

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

-4­ 445843.doc [SIGNATURE PAGE FOR MINUTES OF THE AUGUST 21,2013, BOARD MEETING].

~~ Secretary, Board of Directors

-5­ 445843.doc LIST OF ATTACHMENTS

Minutes Page

Attendance Sheets ...... 1 Summary of Construction Pay Estimates...... 1 Board Book ...... 2 Presentation on Toll Replacement Evaluation Concept Report Overview ...... 2

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