2017 April – DUWA Board Meeting Minutes


Taylor City Hall City Council Chambers

1. Roll Call and Introductions

DUWA Chairman Rick Sollars called the meeting to order at 9:03 AM, and asked for the roll call to be taken. Voting representatives were in attendance from 12 communities: Allen Park, Belleville, Brownstown Township, Ecorse, Lincoln Park, River Rouge, Riverview, Romulus, Southgate, Taylor, Van Buren Township, and Wyandotte. Chairman Sollars announced that a quorum (at least 7 members) was present. There was no representative in attendance from Dearborn Heights at the meeting.

2. Approval of Agenda
Copies of the Agenda were made available prior to the meeting (Attachment 1). Motion by Bill Matakas (Allen Park) and seconded by John Zech (Southgate) to approve the Agenda as presented. Motion passed unanimously.

3. Approval of Minutes from March 9, 2017 Board Meeting
Copies of the meeting minutes from the March 9, 2017 Board Meeting were distributed by email prior to the meeting (Attachment 2). Motion by Jim Taylor (Van Buren Township) and seconded by John Zech (Southgate) to approve the March 9, 2017 Board meeting minutes as presented. Motion passed unanimously.

4. Status Report on new DUWA Service Agreement
Secretary Hinshon distributed an updated table showing the current status of Community approvals for the DUWA Service Agreement (Attachment 3). Mr. Hinshon noted that all 13 Communities have approved the Agreement, and that the Lincoln Park RTAB has concurred with the City Council’s approval. The Utility Authority Board similarly approved the Agreement on October 13, 2016, so the document is now final. The new Service Agreement will officially go into effect as of the date that the System is transferred from Wayne County to the Authority.

Mr. Hinshon indicated that he has received the signature pages from all entities, and he will now prepare bound copies of the final Agreement for distribution to the Member Communities, and to the consultants and advisors to the Authority. He will distribute an electronic copy of the final Agreement (with signatures) shortly, and will bring the printed copies to the May DUWA Board Meeting to hand out to the Community representatives.

5. Status Update on System Transfer
DUWA Attorney Jim Fausone reported he has been in discussion with Wayne County staff and its financial advisors regarding the Definitive Agreement, and a revised document is expected to be provided by the County shortly for review. If agreement can be reached on the terms and conditions to be set forth in the Definitive Agreement prior to the May 11 DUWA Board Meeting, the document will be distributed with the pre-meeting packet so it can be taken up by the Board in May. It is expected that the new draft Agreement will include several major revisions such as removing language relating to responsibility for CSO and EQ Basin management and clarifying that DUWA has no future liablitiy relating to County employee pensions and OPEB.

Mr. Fausone noted that the County is preparing to file a request for a Stipulated Amendment to the Financing Plan and Final Judgment from U.S. District Court Judge Sean Cox so as to preserve the ability to collect revenue from millage assessments to retire the Judgment Levy debt. A draft copy of the Stipulated Amendment was included with the DUWA Board pre-meeting packet (Attachment 4). This document reflects edits and changes as recommended by the Legal Committee. Each of the 13 Communities will need to approve and authorize execution of the Stipulated Amendment in order to complete the process.

Mr. Fausone noted that the Draft document is incomplete since some of the referenced Exhibits have not as yet been provided. However, it is expected that the complete, final Stipulated Amendment will be available shortly from the County, and he will then distribute that document to the Community Attorneys. DUWA is not a Party to the Court action, but he suggested that the Board pass a motion supporting the Stipulated Amendment and recommending that the 13 Member Communities pass a Resolution approving the document. He requested that the Community approvals be completed by June 16 so as to meet the proposed System transfer timetable. Motion by Bill Matakas (Allen Park) supported by Jim Taylor (Van Buren Township) to support the Stipulated Amendment and to recommend that the 13 Member Communities officially approve and execute the final document when it is made available. Motion passed unanimously.

6. FY18 Downriver System Rate Package
DUWA Financial Committee Chair Beth Bialy reported that Wayne County is now working on the new FY18 Downriver System Rate Package and that a Finance Committee meeting has been scheduled for Monday May 1 to review the package. The County has indicated that a draft version of the package will be made available a week prior to the Committee meeting, so it is hoped that the rates can be finalized after the meeting. She noted that the Authority has requested that the $500,000 budgeted line item for DUWA’s transition expenses be retained, and that the Allen Park reimbursement also be reflected in the FY18 Rate Package.

7. Committee Report re: New System Manager
DUWA Secretary Dick Hinshon reported that the new DUWA web site has been developed and is now operational. He pointed out that the web site has a “Documents” page with links to key information such as the Service Agreement, the Articles of Incorporation, the NPDES Permit, etc. He indicated that the web site consultant (BTG Solutions) is still working on additional tasks such as registering the site with Google and Yahoo, and is available to modify or expand the web site if any of the Communities want to make changes to the content.

Mr. Hinshon stated that advertisements for the new DUWA System Manager position were placed with the Michigan Water Environment Association (MWEA), the Michigan Municipal League (MML) and the Michigan Township Association (MTA) as soon as the web site became operational. Information about the position is posted on the web site along with instructions on how to apply. Applications are being handled electronically by DUWA’s Attorney (Fausone Bohn) so as to preserve the confidentiality of the individuals who want to be considered for the job. Mr. Hinshon reported that six applications have been received so far. The application deadline is May 1.

Mr. Hinshon summarized the process and timetable which will be used to review and process applications. DUWA’s System Manager Committee will review all applications which are received by the May 1 deadline, and then meet on May 11 to select the “Short List” of the most qualified individuals who would be interviewed by the Committee. It is hoped that the interviews can be completed by the end of May so that the Committee can then select the candidate to be recommended to be hired by the Authority. The Committee’s recommendation would be provided to the full DUWA Board for consideration, and that individual would be asked to attend the DUWA Board meeting. The selection process would culminate in a decision by the Board to hire the new System Manager at the June 8 Board Meeting unless delays are encountered in the process. Mr. Hinshon indicated that the Committee does not intend to release the names of any of the applicants other than the individual who is recommended to be hired by the Board. In that way, prospective applicants will not need to worry about possible adverse impacts on the relationship with their current employer.

DUWA Finance Consultant Beth Bialy presented a Briefing Paper (Attachment 5) discussing two optional approaches for the establishment of a competitive employee benefits package for the Authority. The System Manager advertisements indicate that DUWA will provide a full range of employee benefits, but the Authority has not as yet determined what specific benefits will be offered. Ms. Bialy noted that Plante & Moran is available to assist the Authority with an evaluation of benefits being offered by other similar organizations such as those listed in the table accompanying the Briefing Paper. The two options both include obtaining information from other organizations, but Option 1 includes a more in-depth analysis of the details of those other benefit packages as compared to Option 2 which is a fairly straightforward survey activity. The proposed budget for Option 1 is $5,000, whereas the proposed budget for Option 2 is $2,500.

Several Community Representatives observed that the information that may be generated by Plante & Moran under Option 1 could be of value to the Communities as the Communities negotiate benefit packages with their own employees when labor contracts come up for renewal. After some discussion, it became clear that many Board Members were supportive of the additional cost associated with Option 1 given the value of the information that may be obtained. Motion by Bill Matakas (Allen Park) supported by Dave Flaten (Ecorse) to authorize Plante & Moran to undertake an evaluation of employee benefit packages from other organizations as set forth in “Option 1” of the Briefing Paper, with the work to be performed under the existing DUWA contract with Plante & Moran for an amount not to exceed $5,000. Motion passed unanimously.

Mr. Hinshon noted that DUWA currently uses the Taylor DPW Building as its official mailing address, but the Authority does not have an Administrative Office. In recognition of the plan to hire a new System Manager and to eventually hire up to four more employees, it is recognized that the Authority will need to provide office space in the future. He noted that office space is available at the wastewater treatment plant, either in the Administration Building or in the Maintenance Building. However, there is some concern about whether it would be in the best interest of the Authority to have the Contract Operator (Veolia) sharing office space with the DUWA staff, since the DUWA staff will have contract compliance oversight responsibility to ensure that Veolia is properly operating and maintaining the facility.

Mr. Hinshon recommended that the new System Manager be assigned office space at the wastewater treatment plant when that individual is hired, since Veolia will not be under contract at that time and since the close proximity to the plant operation will help the new Manager quickly understand the ongoing work being performed by Wayne County. The new System Manager can then work with the Board to make a decision on whether to house the Authority’s employees at the plant once the Contract Operator is brought on board. The Board concurred with this recommendation.

8. Treasurer’s Report
DUWA Treasurer Drysdale gave the Treasurer’s Report and presented several documents which were included in the Board’s pre-meeting packet. He summarized the status of payments received from the Communities (Attachment 6), and updated the Board on the Balance Sheet Report (Attachment 7).

He noted that the Board pre-meeting packet contained several invoices from Fausone, Bohn, Plante & Moran, and Hinshon Environmental Consulting (Attachments 8, 9, and 10). Motion by Jim Taylor (Van Buren Township) and seconded by John Zech (Southgate) to pay the invoices submitted to DUWA. Motion passed unanimously.

9. Public Comment
No issues or concerns were raised as part of the Public Comment agenda item.

10. Other Business
DUWA Attorney Jim Fausone advised the Board that Wayne County is no longer pursuing a new contract with Veolia to provide temporary assistance regarding operation and maintenance of the System. The County is working through the “As Needed Services” contract with Hubbell Roth & Clark and their Subconsultant Wade Trim to provide some supplemental labor on a temporary basis at the wastewater treatment plant.

Mr. Fausone also stated that work is underway to prepare for the transfer of the Industrial Pretreatment Program (“IPP”) to the Authority. The Authority has already adopted formal Sewer Use Regulations which include “local limits” on various pollutant parameters and provisions for development and issuance of discharge permits to industrial users. However, it will still be necessary to prepare an IPP Program describing the compliance monitoring, reporting, enforcement follow up and other administrative functions, and to submit that Program write up to MDEQ for formal review and approval. This work will be done in conjunction with Veolia as part of the overall System transfer process.

Mr. Fausone indicated that he will be preparing draft Bylaws for the Authority this summer, and will coordinate with the Legal Committee to obtain their input as the document is developed. Eventually the Board will be asked to officially approve and adopt the Bylaws.
Secretary Hinshon reported that the he has been working with Wayne County staff regarding the development of a strategy and timeline for preparing the Wet Weather Flow Blending Evaluation Report that will need to be submitted to MDEQ by December 1 to satisfy a requirement in the new NPDES Permit. The Evaluation will be initiated by Wayne County prior to the System transfer even though the report may be submitted by DUWA if the transfer is accomplished prior to the December 1 deadline date.

Mr. Hinshon noted that the wastewater plant has been able to maintain compliance with the NPDES Permit through February despite the staffing constraints, and the Plant Superintendent (Firooz Fath Azam) recently informed him that the sludge inventory levels are in an acceptable range notwithstanding the high influent flow rates attributable to spring weather. Mr. Hinshon indicated that he is awaiting results from March, but anticipates that the plant will be able to stay in compliance based on the comments from the Plant Superintendent.

11. Next Meeting Date
Chairman Sollars reminded the Board that the next regularly scheduled DUWA Board Meeting is May 11, 2017 (9:00 a.m. Taylor City Hall).

There being no other business, Chairman Sollars announced that a motion to adjourn would be in order. Motion by Bill Matakas (Allen Park), seconded by Jim Taylor (Van Buren Township) to adjourn the meeting. Motion passed unanimously at 10:07 AM.

Meeting Minutes Prepared by:
Richard Hinshon
DUWA Secretary
April 20, 2017

1. Meeting Agenda
2. February 9, 2017 Board Meeting Minutes
3. Scoreboard dated 4/5/17 re: Community approvals of the DUWA Service Agreement
4. Draft Stipulated Amendment to Financing Plan and Final Judgment
5. Briefing Paper re: Options for DUWA Employee Benefits Package development
6. Status Report re: Payments from Communities
7. DUWA Balance Sheet Report
8. Invoices dated March 1, 2017 from Fausone Bohn
9. Invoice dated March 2, 2017 from Plante & Moran
10. Invoice dated April 5, 2017 from Hinshon Environmental Consulting