2017 February – DUWA Board Meeting Minutes

DOWNRIVER UTILITY WASTEWATER AUTHORITY
FEBRUARY 9, 2017 MEETING MINUTES
Taylor City Hall City Council Chambers
1. Roll Call and Introductions
DUWA Chairman Rick Sollars called the meeting to order at 9:10AM, and asked for the roll call to be taken. Voting representatives were in attendance from 10 communities: Allen Park, Belleville, Brownstown Township, Lincoln Park, River Rouge, Romulus, Southgate, Taylor, Wyandotte and Van Buren Township. Chairman Sollars announced that a quorum (at least 7 members) was present. Riverview was represented at the meeting by a non-voting member. There was no representative in attendance from Ecorse or Dearborn Heights at the meeting.
2. Approval of Agenda
Copies of the agenda were made available prior to the meeting (Attachment 1). Motion by Kerreen Conley (Belleville) and seconded by John Zech (Southgate) to approve the agenda as presented. Motion passed unanimously.
3. Approval of Minutes from January 12, 2017 Board Meeting
Copies of the meeting minutes from the January 12, 2017 Board Meeting were distributed by email prior to the meeting (Attachment 2). Motion by Bill Matakas (Allen Park) and seconded by Jim Taylor (Van Buren Township) to approve the January 12, 2017 Board meeting minutes as presented. Motion passed unanimously.
4. Service Agreement: Status Update on Community Approvals
Secretary Hinshon distributed a table showing the current status of Community approvals for the DUWA Service Agreement (Attachment 3). Mr. Hinshon noted that nine communities have approved the Agreement. He indicated that the Southgate and Lincoln Park City Councils will be taking up the Agreement in February, at which time it is hoped that those two communities will approve the Agreement. A work/study session with the Riverview City Council is scheduled for February 13.
DUWA Attorney Jim Fausone reported that discussions were held earlier in the week with Allen Park representatives regarding the City’s historical overpayment problem. He noted that it will be difficult to precisely determine the actual amount of the overpayment, in part because the problem has been ongoing for six years. A preliminary estimate of the overpayment is approximately $3 million, and it has been suggested that Allen Park be compensated by receiving a credit against their future payments to offset the overpayment over time. The City is receptive to this solution which would entail a slight increase in payments for the other 12 member communities to finance Allen Park’s proposed credit. If a six year period is established to repay $3 million to the City, that would mean that the other 12

Communities would be assessed a pro rata share of $500,000 annually. Since this amount is spread over all 12 Communities, the financial impact on an individual Community is relatively small. A meeting has been scheduled with Wayne County staff for February 23, at which time it is hoped that data will be provided to help clarify the amount of the City’s overpayment. In the meantime, Allen Park has indicated its willingness to present the DUWA Service Agreement to the City Council for consideration since efforts are being made to resolve the overpayment problem.
5. Status Update on System Transfer
DUWA Attorney Jim Fausone reported that Wayne County has revised the draft “Definitive Agreement”, and a summary of key issues is set forth in the memo dated February 2 which was included with the pre-meeting packet (Attachment 4). The County’s draft Agreement has been reviewed by Dick Hinshon, Beth Bialy and Patrick McCauley, and several major concerns have been identified as items needing to be revised as described in the memo.
Mr. Fausone advised the Board that the County recently released a new “Request For Proposals” (RFP) which seeks to retain a firm to assist with management of the System. Since there are relatively few remaining experienced staff still working at Wayne County, the RFP was developed as a mechanism to provide additional resources. County staff have indicated that the new RFP is not intended to supplant the new contract with Veolia to provide interim O & M assistance at the plant. It is unclear whether a new contract for management and oversight of the System can be issued before the transfer occurs.
Secretary Hinshon indicated that Veolia is considering submitting a proposal in response to the new RFP, and the Board agreed that this might be helpful since it would give the firm an opportunity to become engaged with the System prior to the transfer to the Authority. Several Board members raised concerns about the County’s ability to stay in compliance through the high flow period, and it was noted that the treatment plant will also experience higher than normal pollutant loadings due to the discharge of de-icing fluid waste from Metro Airport. These factors underscore the importance of bringing more staff on board quickly to assist with day to day operation and maintenance work at the plant.
With regard to the transfer of outstanding debt obligations, Mr. Fausone noted that discussions are continuing with the County’s Bond Counsel and financial advisors. Once the Service Agreement has been approved by all 13 member Communities, DUWA will meet with the State Treasurer’s office to arrange for the transfer of SRF debt from the County to the Authority. For the Judgment Levy debt which is partially supported by millage assessments, the intent is to seek an Order from Federal District Court Judge Cox to authorize the continuation of the millage assessments by the Communities under Act 233.

Secretary Hinshon reported on the status of negotiations between the County and Veolia regarding interim O & M assistance. A draft contract was prepared by Wayne County in December, 2016 and a mark up was then prepared in January by Veolia. The parties are now attempting to schedule a meeting in order to negotiate mutually acceptable terms. It was reported that the County is seeking to add temporary staff under an “As Needed Services” contract with Wade Trim. Wade Trim is actively recruiting and interviewing prospective employees, but has experienced difficulty in hiring staff since the jobs are temporary, not permanent.
Attorney Fausone noted that the County’s draft Definitive Agreement includes a proposed new provision which requires DUWA to complete a “Due Diligence” assessment of the Interceptor System within 90 days after the Agreement is executed. From a practical standpoint, it is not feasible to clean and televise the 73 miles of interceptor pipe in that timeframe. Veolia’s proposed Scope of Work for the System envisions that 10% of the System would be inspected annually so as to allow for a complete evaluation over a 10 year period. The DUWA representatives will seek a modification to this section in the Definitive Agreement.
Attorney Fausone reminded the Board that he was asked at the January Board Meeting to re-examine the Letter of Intent from March, 2016. The purpose of that review was to identify what, if any, changes may need to be made based on the lengthy period of time that has elapsed since the document was first issued. Mr. Fausone indicated that, despite the passage of time, there is no need to revise or re-issue the Letter of Intent.
6. Update on NPDES Permit re: Blending and Asset Management
Secretary Hinshon indicated that agreement has been reached with MDEQ regarding the new permit language for the wet weather flow blending and asset management issues. He reported that MDEQ accepted the language proposed by Wayne County and DUWA for these topics (Attachment 5), and the parties have agreed to move forward with formal issuance of the new Permit. MDEQ placed the new Permit on a 30 day Public Notice on February 3. Mr. Hinshon indicated that the comment period will expire on March 5. If no objections are raised during the comment period, MDEQ will officially issue the new Permit in March. Once issued, the Permit will take effect as of November 1, 2017 and will expire on October 1, 2021. The new Permit will be issued to Wayne County, but includes a provision allowing MDEQ to transfer the Permit to DUWA when the Authority acquires the System from Wayne County.
7. Draft Plan for Hiring System Manager
DUWA Secretary Dick Hinshon presented the Draft Transition Plan for hiring a new System Manager (Attachment 6). The Transition Plan is being put forth for Board review and approval in recognition of Mr. Hinshon’s announcement that he is planning to retire in the summer of 2017. It will be important to have a System Manager in place prior to his retirement to carry forward with the System transfer.

Mr. Hinshon summarized the draft Position Description for the System Manager, and reviewed the proposed process and timetable for selecting and hiring this individual. He requested that 3 or 4 Board Members be designated as the DUWA Committee to handle the review of applications and the interviews of candidates. In response to this, Roberto Scappaticci (Romulus) and John Zech (Southgate) agreed to serve on the Committee, and Jim Taylor (Van Buren Township) indicated that either he or Township Supervisor Kevin McNamara would participate as well. Todd Drysdale (Wyandotte) and Rick Sollars (Taylor) stated that they would be willing to participate on the Committee if needed.
Mr. Hinshon agreed to convene the Committee within the next few weeks to finalize the Position Description and Job Announcement, and to contact prospective applicants to request that they file an application. He suggested that Beth Bialy and Jim Fausone also attend Committee meetings if available to provide financial and legal support to the Committee members.
8. Treasurer’s Report
In the absence of DUWA Treasurer Drysdale, Secretary Hinshon gave the Treasurer’s Report. He noted that the Board pre-meeting packet contained several documents including a balance sheet, status of payment of monthly assessments, revenue and expenditure report, and invoices received from Fausone, Bohn, Veolia and Hinshon Environmental Consulting (Attachments 7, 8, 9, 10 and 11). Motion by Bill Matakas (Allen Park) 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
There was no Other Business brought forward for consideration by the Board.
11. Next Meeting Date
Chairman Sollars reminded the Board that the next regularly scheduled DUWA Board Meeting is March 9, 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 Roberto Scappaticci (Romulus), seconded by Jim Taylor (Van Buren Township) to adjourn the meeting. Motion passed unanimously at 10:20 AM.
Meeting Minutes Prepared by:
Richard Hinshon
DUWA Secretary
February 13, 2017

Attachments
1. Meeting Agenda
2. January 12, 2017 Board Meeting Minutes
3. Scoreboard dated 1/18/17 re: Community approvals of the DUWA Service Agreement
4. Memo from J Fausone dated 2/2/17 re: Draft Definitive Agreement
5. Excerpt of Draft NPDES Permit for blending and asset management
6. Draft Transition Plan dated 1/30/17 for hiring a new System Manager
7. Status Report re: Payments from Communities
8. DUWA Balance Sheet
9. Invoice dated December 1, 2016 from Fausone Bohn
10. Invoice dated December 15, 2016 from Veolia
11. Invoice dated February 2, 2017 from Hinshon Environmental Consulting