2017 September – DUWA Board Meeting Minutes

DOWNRIVER UTILITY WASTEWATER AUTHORITY

SEPTEMBER 14, 2017 MEETING MINUTES

 Taylor City Hall City Council Chambers

 

1.  Roll Call and Introductions

In the absence of DUWA Chairman Rick Sollars, Vice Chairman Bill Matakas called the meeting to order at 9:05 AM, and asked for the roll call to be taken. At the time of the Roll Call, voting representatives were in attendance from 10 communities: Allen Park, Belleville, Brownstown Township, Lincoln Park, River Rouge, Romulus, Southgate, Taylor, Van Buren Township, and Wyandotte.  Vice Chairman Matakas announced that a quorum (at least 7 members) was present. The Representatives from Dearborn Heights, Ecorse and Riverview joined the meeting in progress shortly after the Roll Call was taken.

2.  Approval of Agenda

Copies of the Agenda were made available prior to the meeting (Attachment 1).  Motion by Mike Bowdler (River Rouge) and seconded by Kerreen Conley (Belleville) to approve the Agenda as presented.  Motion passed unanimously.

3.  Approval of Minutes from August 10, 2017 Board Meeting

Copies of the meeting minutes from the August 10, 2017 Board Meeting were distributed by email prior to the meeting (Attachment 2).  Motion by Mike Bowdler (River Rouge and seconded by John Zech (Southgate) to approve the August 10, 2017 Board meeting minutes.  Motion passed unanimously.

4.  Election of a new DUWA Secretary for the remainder of the 2017 term

Vice Chairman Matakas noted that DUWA needs to elect a new Secretary for the Authority to serve out the remainder of the 2017 term because of the pending retirement of Dick Hinshon, and asked how the Board wished to proceed.  John Zech (Southgate) nominated Matt Coppler (Lincoln Park) for the position, and this was seconded by Keith Boc (Taylor).

Jim Taylor (Van Buren Township) questioned whether the Board should designate the new System Manager as the Authority’s Secretary in recognition of the responsibilities of the Secretary to prepare Agendas, Meeting Minutes, Board Packets and other material.  Mr. Hinshon noted that the Secretary duties are included as part of the System Manager’s scope of work in anticipation that the Board might decide to elect a Community Representative to the Board.  In this way, all of the Officers of the Authority would be Community Representatives, but the workload associated with the Secretary position would still be handled by staff.

After discussion, Vice Chairman Matakas asked if there were any other nominations for the Secretary position.  Hearing none, he called for a vote on the original motion to elect Matt Coppler.  Motion passed unanimously.

5.  Status Report on System Transfer

DUWA Attorney Jim Fausone reported that he transmitted comments to Wayne County on their latest draft Definitive Agreement, and that he and Legal Committee Chairman Patrick McCauley had recently participated on a conference call with County staff and attorneys to discuss the proposed changes.  It is anticipated that a revised draft reflecting changes as suggested by DUWA will be forthcoming shortly.  He noted that the County has revised its target date for closing on the System Transfer to the July – October, 2018 time frame since it is clear that substantial additional work needs to be done to effectuate the transfer.  Mr. Fausone also stated that the County is working on employee transition issues, and that a meeting has been set for next week with Veolia staff and DUWA representatives to address that topic.

Mr. Fausone stated that all 13 DUWA Member Communities have now approved the Stipulated Financing Plan, and he is in the process of collecting signature pages from everyone.  Wayne County will take the lead to prepare and file a motion in Federal District Court to seek approval of the Stipulated Financing Plan from Judge Sean Cox.  It is expected that the County’s motion will be filed within about 2 weeks after the signature pages have been obtained.

Mr. Fausone and Bond Counsel Ann Fillingham discussed the status of the credit assessement evaluation being prepared by S & P Global for the Authority.  They noted that the report is nearly complete, and the firm will be ready to finalize and release it upon receipt of the 5 Year Cost Projection that is being prepared by Plante & Moran.  Beth Bialy indicated that P & M is nearly complete with the cost projection, and that P & M is also working to respond to questions from S & P Global about cash reserves available to support the new Revenue Bond.  It is anticipated that the credit assessment will be completed in time to be presented to the DUWA Board at the October 12 Board Meeting.

Ms. Fillingham noted that formal approval of the Master Bond Ordinance (MBO) by the Board has been pushed back to October to allow for additional changes that may be necessitated from the credit assessment report being prepared by S & P Global. She noted that the final MBO document is not expected to have significant changes or revisisions as compared to the draft version that was presented to the Board in August.

Mr. Fausone indicated that he is finalizing the Escrow Agreements between DUWA and Riverview and Wyandotte.  The County has informally indicated that this approach is acceptable as a way to address questions from the rating agencies about system revenue and receivables that can be considered as the Bond Sale moves forward.

6.  Selection Committee Report re: New System Manager

DUWA Secretary Dick Hinshon presented the Recommnedation from the Selction Committee (Atatchment 3) regarding the hiring of a new System Manager.  He reported that three firms (OHM Advisors, Public Utility Advisors and Wade Trim) submitted proposals in response to the RFP that was issued by DUWA in July.  The Committee then reviewed all three proposals and interviewed each firm.

The Committee concluded that all 3 firms are qualified and capable of fulfilling the scope of services as set forth in the System Manager RFP, as evidenced by the high scores assigned to each firm on the Score Sheet attached to the Committee Recommendation.  The Committee unanimously agreed that the proposal from OHM Advisors was the best overall, and the Committee is therefor recommending that OHM be hired.  Mr. Hinshon introduced Vyto Kaunels who is designated in the OHM  proposal as the individual who will be responsible for carrying out the System Manager duties.  Mr. Hinshon also introduced Lambrina Tercala who will be assisting Mr. Kaunelis on various tasks.

Mr. Hinshon noted that the timeframe for transitioning to the new System Manager is very short given his September 30, 2017 retirement date.  As such, the Committee is recommending that the Board authorize the Chairman to execute a new Professional Services Contract with OHM Advisors for the System Manager work, and to authorize OHM to incur costs immediately to expedite the transition.  Mr. Fausone indicated that the new Professional Services Contract has not as yet been drafted, but stated that it will be patterned after the existing DUWA contracts with HEC, Plante & Moran and Fausone Bohn.  He intends to circulate the contract to the Legal Committee for review and comment prior to execution by the DUWA Chairman.

Motion by Kerreen Conley (Belleville) seconded by Jim Taylor (Van Buren Township) to authorize the Chairman to execute a contract with OHM Advisors for System Manager services upon receipt of the DUWA Attorney’s recommendation.  Further, that OHM be reimbursed for costs incurred after September 14 once the contract has been executed.  Vice Chairman Matakas asked for a Roll Call vote in recognition that the motion requires approval from at least 66% of the weighted vote per the DUWA Articles of Incorporation.  The motion passed by a vote of 12-1, with Wyandotte voting no.

7.  Disclosure re: Plante & Moran selection to prepare Wayne Co. Audit

Beth Bialy informed the Board that Plante & Moran has been selected by Wayne County to prepare the audit of the County’s finances.  She noted that P & M had done the County’s audit for 8 years between 2006 – 2014, and that work did not create any conflicts relating to P & M’s role as the financial consultant to the Downriver Communities.  However, in order to maintain full transparency regarding the firm’s client relationships, she felt it was important to inform the Board that Plante & Moran will once again be providing audit assistance to the County.  No concerns or objections were raised by the Board.

8.  Treasurer’s Report

DUWA Treasurer Doug Drysdale presented the Treasurer’s Report which was included in the pre-meeting packet.  This included the status of Community payments (Attachment 4), the Authority’s Revenue and Expenditure report and the updated DUWA Balance Sheet Report (Attachment 5).

He noted that three invoices have been received including a bill from Fausone Bohn in the amount of $10,615.04 for work performed in July, a bill from from Hinshon Environmental Consulting in the amount of $10,305.11 for work performed in August, and a bill from Plante & Moran in the amount of $5,695.00 for work performed in May and June (Attachments 6, 7, and 8).  Motion by Roberto Scappiticci (Romulus) and seconded by Kerreen Conley (Belleville) to pay these invoices.  Motion passed unanimously.

9.  Public Comment

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

10.  Other Business

DUWA Secretary Dick Hinshon reminded the Board about two upcoming NPDES Permit requirements that will need to be addressed in the near future.  The Permit sets a deadline of December 1, 2017 for submittal of a report on alternatives to reduce the frequency of wet weather flow blending, and a deadline of April 1, 2018 for submittal of an Asset Management Plan (AMP) for the System.  When the NPDES Permit was issued, it was expected that responsibility for the Downriver System would have been transferred to DUWA prior to these due dates.  However, it now appears that the County will still be the official “permittee” since the transfer is unlikely to occur in that timeframe.

With regard to the report on wet weather flow blending alternatives, Mr. Hinshon noted that the consultant firm of Hubbell Roth & Clark (HRC) recently initiated work on this task under their “As Needed Services” contract with the County.  The HRC contract was amended earlier this year to add funds to cover the cost of the project.

With regard to the Asset Management Plan, Mr. Hinshon pointed out that Veolia’s 2015 proposal included development and implementation of the AMP since it was expected that they would be under contract to operate and maintain the System prior to the due date.  Mr. Hinshon suggested that the new System Manager work with Veolia to develop a Scope of Work and Budget for the AMP development, and that the Board consider authorizing Veolia to undertake this work prior to the execution of the 20 Year O & M contract.

Vice Chairman Matakas acknowledged that this is the final DUWA Board Meeting for Dick Hinshon since he will be retiring as of September 30.  Several Community Representatives and DUWA Consultants expressed congratulations to Mr. Hinshon on his upcoming retirement and noted that his contributions will be missed.  Vice Chairman Matakas put forth a Resolution recognizing Dick Hinshon’s exceptional and consistent service to the DUWA Board and its Members, congratulating him upon his retirement and expressing hope that his post-retirement endeavors bring joy and a long life.  The Board concurred in the Resolution, and the Community Representatives similarly expressed their thanks for his service over more than 20 years.

There were no additional items brought forth for consideration as “Other Business” items.

11.  Next Meeting Date

Vice Chairman Matakas reminded the Board that the next regularly scheduled DUWA Board meeting Is October 12, 2017 (9:00 a.m. Taylor City Hall).

There being no other business, Vice Chairman Matakas announced that a motion to adjourn would be in order.  Motion by Doug Drysdale (Riverview), seconded by Roberto Scappiticci (Romulus) to adjourn the meeting.  Motion passed unanimously at 10:05 AM.

Meeting Minutes Prepared by:

Richard Hinshon

DUWA Secretary

September 18, 2017

 

Attachments

  1. Meeting Agenda
  2. August 10, 2017 Board Meeting Minutes
  3. Selection Committee Recommendation re: new System Manager
  4. Status Report re: Payments from Communities dated September 7, 2017
  5. DUWA Revenue/Expenditure Report and Updated DUWA Balance Sheet
  6. Invoice for July 2017 work dated August 1, 2017 from Fausone Bohn
  7. Invoice for August 2017 work dated September 6, 2017 from HEC
  8. Invoice for May and June work dated July 31, 2017 from Plante & Moran