1. GRP Stakeholder Meeting January 14, 2010

2. SJRA created in 1937.

3. The SJRA has been in business developing water supplies for 73 years.

4. Purpose – to study and manage the aquifer via regulation of pumping

5. 64,000 afpy pumpage goal Groundwater reduction to no more than 70% of 2009 permitted amount by January 1, 2016 Applicable to all permittees > 10 mgy (LVGUs) Applies countywide LVGUs must submit a Declaration of Intent (DOI) and a groundwater reduction plan (GRP) DOI – June 1, 2010 GRP – January 1, 2011 Joint WRAP & Group Compliance Allowed Lone Star GCD Requirements

7. The SJRA’s proposed solution will:  Create a compliance solution for ALL Montgomery County LVGUs  Eliminate depletion of groundwater supplies and stabilize groundwater levels  Achieve compliance at the lowest possible cost in a manner that treats all LVGUs fairly and equitably

8. The SJRA’s proposed solution will:  Allow most LVGUs to remain on their current groundwater supplies and postpone conversion but still be in compliance with LSGCD rules  Overconvert a few large users, such as densely- populated areas along the I-45 corridor, to quickly bring all of Montgomery County into compliance  Take advantage of proximity of Lake Conroe and experiences of neighboring counties

9. The SJRA’s proposed solution will:  Accomplish all of the above by a contractual commitment between the SJRA and each LVGU that chooses to join.

10. Contract for Groundwater Reduction Planning, Alternative Water Supply, and Related Goods and Services

11. The purpose of the GRP Contract is to authorize the Authority to include contracting LVGUs in a joint Groundwater Reduction Plan (“GRP”) that will be developed, implemented, and administered by the Authority, so that all Participants achieve and maintain compliance with Lone Star’s regulations

12. Definitions; Interpretations; Consideration

13.  Most definitions in the GRP Contract will be used in the context of this presentation  “GRP Administrator” designee of the Authority responsible for oversight of GRP program  “Conservation District” = Lone Star  “Regulated Users” = LVGUs  “Participants” = LVGUs that execute GRP Contract  “Project” = the Authority’s proposed surface water treatment and delivery project  “Water” = water supplied by the Project

14. Groundwater Reduction Plan; Review Committee

15. GRP Development  The Authority will develop, implement and administer a joint GRP covering all Participants, in order to achieve and maintain compliance with Lone Star’s rules  The Project is the focus of the GRP  Participants will have an opportunity to comment on the GRP during the initial preparation stage, and during any amendments

16. Review Committee  An eight-member Review Committee will be constituted to represent various water users subject to Lone Star’s rules  The GRP Contract contemplates that the Review Committee will work extensively with the GRP Administrator regarding almost all aspects of the GRP and the Project  Review Committee activities will be subject to Open Meetings Act and Open Records Act

17. Permits; Water Demands; Co-Permitting; Conversion Credits; Water Conservation and Drought Contingency Planning

18. Information from Participants  Existing Lone Star permit information  Copies of contracts that allow groundwater to be imported to a Participant’s water distribution system  Historical water usage and future demand information  The Authority will be able to assist, provide forms, etc., to assemble the exhibits to the GRP Contract

19. Co-Permitting; Conversion Credits; Water Conservation and Drought Contingency Planning  Well Co-Permitting – Co-permitting of groundwater wells may be necessary in the future  Conversion Credits – If a Participant earns conversion credits from Lone Star as a result of receiving Water from the Project, those credits will be transferred to the Authority for the benefit of all Participants  Water Conservation & Drought Contingency Planning

20. The Project; Connection to the Project; On-Site Facilities; Quantity and Quality of Water

21. The Project  The Authority will design, permit, finance, construct, operate and maintain the Project  The Project will be designed and constructed in phases, based on idea that certain Participants will be over-converted to treated surface water  Minimize overall Project cost

22. Connecting to the Project  Voluntary Connection – On terms and conditions agreed to by Participant and Authority in separate agreement  Mandatory Connection – Certain Participants will be required by the Authority to connect to the Project by a certain date, at a certain point (“Point of Delivery”), and to take a minimum amount of water on a steady basis (“Contract Quantity”)

23.  The Authority warrants that Water delivered by the Project will at least meet the Contract Quantity in terms of volume, and will meet applicable drinking water requirements in terms of quality  No reduction of Contract Quantity without Participant’s consent  To the extent a Participant’s demands exceed Contract Quantity, the Participant must use Wells or other sources of supply

24. On-Site Facilities  Participants that will receive surface water from the Project must install the following facilities (“On-Site Facilities”):  Groundwater metering equipment  Monitoring equipment on Participant’s ground storage tank(s), wells, booster pumps, and other designated facilities  Air gap between surface water line and ground storage tank(s)  Additional ground storage (if necessary to accommodate steady delivery of Contract Quantity)  Flow restriction equipment  Chloramine disinfection equipment  Power facilities for any on-site Authority facilities

25.  GRP Administrator will set milestones relative to design, permitting, funding, construction, completion, inspection and approval of On-Site Facilities  The Authority will reimburse Participant for the reasonable cost of constructing On-Site Facilities, including reasonable engineering and legal costs  The Authority warrants that Water delivered by the Project will at least meet the Contract Quantity in terms of volume, and will meet applicable drinking water requirements in terms of quality  To the extent a Participant’s demands exceed Contract Quantity, the Participant must use Wells or other sources of supply

26. Re-Use Restrictions  Groundwater based effluent may be reused by a Participant without restriction.  Water delivered from the Project may be directly re-used by a Participant.  Water delivered from the Project may not be indirectly re-used by Participant unless agreed to in writing between the Parties The Authority may sponsor re-use programs if they are cost-effective and beneficial to all Participants in implementing the GRP

27. Metering

28.  Participant’s use of groundwater to be measured by meters installed by Participant and approved by the Authority (“Participant Meters”)  Water supplied by the Authority to the Participants will be measured by the Authority’s meters (“Authority Meters”)  Yearly testing of meters; meter accuracy to be maintained between 97% and 102%  Participant may install meters to check Authority Meters.  Third-party testing of meters may be requested by Participant or Authority  Water usage adjustments provisions

29. Fees, Rates, and Charges

30.  If a Participant does not timely execute a GRP Contract, the Participant will pay a “catch-up fee”  All Participants will pay a “pumpage fee” for groundwater pumped from wells or imported from a non-Participant, on a monthly basis  Exceptions for paying pumpage fee on imported water as a result of an emergency  Participants that receive Water from the Project will also pay the prevailing rate for same, on a monthly basis  The Authority may adopt other charges as necessary to implement the GRP program

31.  The fees, rates, and charges will be adopted by the Authority under a Rate Order, and such rates shall be at all times the lowest which are:  consistent with good management practices by the Authority;  necessary and proper;  consistent with the Authority's statutory and constitutional duties and responsibilities; and  just, reasonable, and nondiscriminatory

32. Payments  Participants will self-report groundwater usage and pay corresponding pumpage fees to the Authority on a monthly basis  If a Participant receives water from the Project, the Authority will invoice the Participant for same on a monthly basis  The Rate Order may specify discounts provided for early payment, penalties for late payment, and interest on past due amounts, subject to applicable legal limitations

33. Gifts, Grants, and Special Projects

34.  The Authority reserves the right to accept gifts and grants for the benefit of some or all of the Participants  If requested, the Authority may undertake a special project for the benefit of certain Participants and charge those Participants a special assessment to fund such a special project

35. Funding

36.  The Authority will issue bonds to finance the Project  After payment of operations, maintenance and administrative expenses, the pumpage fees and surface water fees received from Participants will pay the debt service on the Authority’s bonds  The Authority may require Participants to provide certain documentation to the Authority in connection with the issuance of the Authority’s bonds

37. Special Covenants

38.  In its role as a water supplier:  The Authority will not over-commit to sell water from the Project  The Authority will not use the project to deliver water outside of Montgomery County (except for a Participant whose service area extends outside of Montgomery County)  Continue to look for alternative water supplies  Sell excess surface water and credit the Participants their reservation fees from any sale proceeds  In its role as a Participant, the Authority will pay the same fees, rates and charges as the other Participants

39.  In its role as the GRP Administrator  The Authority will establish a separate operating division to undertake the GRP program  This operating division will keep separate books and records, to be annually audited  The separate operating division will be operated on a closed-loop, non-profit basis  The Authority will keep the Project insured and in operating order  The Authority will not sell the Project or any component of the Project, unless deemed surplus

40.  Amendments to Contract  Legislative Action  Substitution of legislative pumpage fee for contractual pumpage fee, but otherwise status quo maintained  Termination before May 15  If Participant is a municipality, an interest and sinking fund must be created by resolution  This addresses issues related to the enforceability of the GRP Contract under Article XI, Section 7, of the Texas Constitution

42.  Force Majeure exceptions to performance under the GRP Contract (Art. X)  Non-payment of money is not force majeure  Force majeure includes limitations on the Authority’s ability to deliver water from the Project due to water rationing or repairs and maintenance.  Remedies include appeals of decisions of the GRP Administrator to the Authority's Board of Directors, non-binding mediation, and civil litigation (Art. XI)  Termination of the GRP Contract is not an available remedy  Injunctive relief available for defaults related to performance under the GRP Contract  Waiver of Governmental Immunity (Art. XI)  Participants can sue the Authority and vice versa

43.  Contract Term through the later of December 31, 2045, or until all Authority bonds have been retired (Art. XII)  No original jurisdiction for municipalities to review fees, rates, and charges  Provision for continuation of water service if a Participant has connected to the Project  The Authority and the Participant are the exclusive beneficiaries of the GRP Contract.

44. Timeline for Participants  Return completed, executed GRP Contract to the Authority by May 1, 2010, so the Authority may prepare the NOI due to Lone Star on June 1, 2010  “Effective Date” will be June 1, 2010  Participants may terminate the GRP Contract up through May 15, 2010  From June 1 to August 1, Participant’s Well Meters need to be calibrated, inspected and approved by the Authority  As of August 1, 2010, Participants begin to self-report Well pumpage and make pumpage fee payments to the Authority  August 1, 2010 is the “Payment Commencement Date” for existing Regulated Users

45. Questions and Answers