DOWNRIVER UTILITY WASTEWATER AUTHORITY

FEBRUARY 8, 2018 MEETING MINUTES

 

Taylor City Hall City Council Chambers

 

1. Roll Call and Introductions

DUWA Chairman Rick Sollars called the meeting to order at 9:07 AM, and asked for roll call to be taken. At the time of the Roll Call, voting representatives were in attendance from 11 communities: Allen Park, Belleville, Brownstown Township, Ecorse, Lincoln Park, Riverview, Romulus, Southgate, Taylor, Van Buren Township, and Wyandotte. A quorum (at least 7 members) was present. The voting representative from Dearborn Heights joined the meeting in progress during Agenda Item 4b discussion.

2. Approval of Agenda

Copies of the Agenda were made available prior to the meeting (Attachment 1).  Motion by Treasurer Doug Drysdale (Riverview) and seconded by Jim Taylor (Van Buren) to approve the Agenda as presented. Motion passed unanimously.

3. Approval of Minutes from January 11, 2018 Board Meeting

Copies of the meeting minutes from the January 11, 2018 Board Meeting were distributed by email prior to the meeting (Attachment 2).  Motion by Doug Drysdale (Riverview) and seconded by Kerreen Conley (Belleville) to approve the Board meeting minutes. Motion passed unanimously.

4. Report on System Transfer Issues

a. Update re: Technical Transition Items

 System Managers Vyto Kaunelis and Lambrina Tercala provided a status update to the group related to the following technical transition items:

• Due diligence on interceptors is underway; this item was further covered as part of Existing Condition Assessment Findings for Interceptors (Item 4b) and Veolia’s Future Condition Assessment Inspection Work (Item 4c) agenda items.
• Meetings have been set up with Lincoln Park and Ecorse to talk about peak flow exceedances and other issues.
• Wyandotte raised questions or other items for clarification associated with the Southgate-Wyandotte Relief Drain Drainage District during the last Technical Committee meeting. These questions have mostly been addressed. Some revisions to details in agreement may be needed, such as ownership and maintenance of flow meter.
• DUWA is responsible for developing an industrial pretreatment program (IPP) application for MDEQ approval prior to closing. An IPP is necessary to protect the wastewater treatment facility and the environment from pollutants that may exist in industrial discharges wastewaters. IPP progress is being made. OHM Advisors, Veolia, and current IPP administrators for the Downriver Wastewater Treatment Facility (DWTF) recently attended a meeting with the MDEQ to discuss application requirements and milestone dates.
• Hennessey Engineers are completing a boundary survey of the DWTF in support of the system closing work. Hennessey has mobilized to the site, and is currently working on reviewing Wayne County Register of Deed data for additional information.
• ECT Consulting is completing the environmental due diligence work, which includes preparation of a Phase I and II Environmental Site Assessment and a Baseline Environmental Assessment. Radius mapping reports have been purchased and are being reviewed by ECT. Mobilization for site inspection is being deferred until after a snow melt as to reduce reporting disclaimers due to lack of ground visibility.

b. Presentation of Existing Condition Assessment Findings for Interceptors

HRC engineer, Bill Davis, presented the findings of the previous interceptor due diligence work completed by Wayne County. HRC is Wayne County’s engineering consultant for the DWTF and collection system. Mr. Davis provided handouts for the Boards review as part of his presentation (Attachment 3).  The presentation included findings from three phases of closed-circuit televising work (CCTV). The three phases of work were completed as outlined below:

• 2009 SRF Project Plan –
  • Inspected ~6,560 ft of sewer, fifteen (15) MHs, and outfall along Riverdrive Interceptor. This work was used to prepare a planning level document to help forecast potential rehabilitation projects.
  • General recommendation was for $10M in first two (2) 5-year planning cycles for collection system rehabilitation and improvements.
• 2012 WCDPS (SRF Project Plan 2014)
  • Inspected ~7,300 ft of Riverdrive Interceptor, of which, ~2,600 ft overlapped the 2009 CCTV work.
  • CCTV work had previously been completed by Wayne County. The tapes were recently provided to HRC for review.
    • HRC noted that not all of the CCTV work was completed to current Pipeline Assessment Certification Program (PACP) standards. PACP is a national standard to have a common set of standards for evaluation of inspection work. HRC will focus a future effort on reviewing the tapes consistent with PACP requirements and provide the findings. HRC has completed a cursory review of the tapes for reporting to the Board.
  • Based on recent review of the tapes, HRC’s recommendation is that the sewer is a candidate for CIPP lining in the immediate future.
  • The 2014 SRF Project Plan included $5M per 5-year period, for a total of $20M for (entire network of) collection sewer rehabilitation.
• 2017 Wick Yard Sinkhole
  • Inspected ~470 ft of sewer; remaining sewer was in fair condition. CCTV work completed in association with the sinkhole within Romulus. Repair work was completed in association with the project work.

The previous inspection work included ~3.5% of the collection system. Based on the CCTV findings and DUWA’s interest in completing an assessment of 5% (total) of the collection system, HRC proposed additional areas for assessment for Wayne County and DUWA’s due diligence consideration (Attachment 3). To meet the 5% request, a minimum of 5,050 linear feet would need to be inspected. Based on HRC’s recommendations (see figure in Attachment 3), the 5% request would be met and exceeded.

It was noted that the 5% inspection threshold is being considered as part of DUWA’s due diligence per Veolia’s expertise in system transitions. Veolia has referenced that inspection of 5% of a collection system is the threshold they would be satisfied with if they did a private purchase of a system. Subsequent to the Board meeting, Veolia will circulate their formal experience with public collection systems for Board consideration.

Additional dialogue continued between Board members and DUWA’s Financial Advisor, Beth Bailey regarding cost considerations for future improvements. Ms. Bialy noted that the 5-Year forecast included consideration of the $5M sewer rehabilitation work. However, consideration of how to pay for the work, either by bond or reserves or other means, would be considered in the future.

c. Request to Authorize Veolia for Collection System Condition Assessment Work

System Manager Kaunelis requested the Board authorize Veolia to complete the additional due diligence inspection work of the interceptor systems. A copy of Veolia’s proposal is provided herein (see Attachment 4). Veolia’s future operator contract requires a portion of the system be inspected annually (20% per year); thus, completion of the due diligence inspection work by Veolia is logical. Mr. Kaunelis noted that HRC, under Wayne County contract, would review the CCTV tapes and report the findings to the Technical Committee.

Motion by Mayor Paletko (Dearborn Heights) and seconded by Dustin Lent (Southgate).  Motion passed unanimously.

d. Action on Definitive Transfer Agreement

Mr. Fausone provided an update to the Board for work that has transpired for over the last month:

• The DUWA Professionals conducted the February 2, 2018 Community Informational meeting. This event had good attendance.
• DUWA Legal held a call with Mayor Kuspa to receive his comments on the DTA. Discussions with Mayor Kuspa has helped sharpen how the DUWA Professionals should move forward with revisions to the motion to advance the DTA to the communities and how to best receive an informed vote from the communities.
• DUWA Legal has coordinated with Wayne County. Based on recent discussions, it was understood that the July 1, 2018 close date was no longer realistic based on the pending due diligence and community approval needs. A revised schedule was developed (see Attachment 5). August 1, 2018 is the new close date, with a backup date of up to September 29, 2018. Wayne County has noted that it is important for the deal to close in their fiscal year (end of September 2018).
• On-going discussions are occurring with DUWA’s Bond Council. No impediments to report to Board.

Mr. Fausone then commented on future schedule considerations:

• The month of March will be used as an educational month where the DUWA Professionals offer the communities an opportunity for a road show. The road show may be tailored for each of the community’s personal items of interest. Tour dates for the DWTF will also be made available in March for council members or other interested parties. Due diligence efforts will continue to progress in March.
• The month of April will be available for the communities to take up the DTA at their council meetings and report out their vote by the end of April to the DUWA Professionals and the Board. Assuming positive responses, then a vote will be called by the Boards to allow the Chairman to execute the agreement.

Legal Committee reviewed the DTA and prepared a memo to formulate their response to the DTA voting structure. Mr. Patrick B. McCauley presented the memo’s understanding to the Board. The Legal Committee’s response is that a simple majority vote is necessary for today’s motion to advance the DTA to the communities. The memo is attached herein (see Attachment 6).

Mr. Fausone presented a proposed motion to advance the DTA to the communities. Mr. Fausone noted that while a simple majority vote is required for advancement, the goal of DUWA is for 100% participation. The Board reviewed and comments on the proposed motion to advance the DTA. After discussion, the motion was revised as follows:

First the DUWA Board recommends and advances for consideration the Definitive Transfer Agreement (Agreement) between DUWA and Wayne County for the transfer of the Downriver Sewage Disposal System (system) to its Community Members.

Second to have each Community take up for consideration the Agreement, to be circulated by DUWA’s counsel with a model resolution, no later than April 30, 2018 and report back to the DUWA counsel each Community’s decision in favor of the Agreement, against the Agreement or failure to reach a decision. 

And finally, to advise each Community if the Agreement is supported by at least 66% weighted voting of the DUWA members and the Wayne County Board of Commissioners approves the Agreement it shall become effective on its terms.

The Chairman asked for a motion to go forward with the amended motion. Motion by Mayor Paletko (Dearborn Heights) and seconded by Doug Drysdale (Riverview).  Motion passed unanimously.

5. Treasurer’s Report

DUWA Treasurer Doug Drysdale presented the Treasurer’s Report that was included in the pre-meeting packet.  This included the status of Community payments (Attachment 7), the Authority’s Revenue and Expenditure report and the updated DUWA Balance Sheet Report (Attachment 8).

He noted that six invoices have been received from DUWA Professionals.

• Fausone Bohn in the amount of $27,326.20 for work performed in December 2017 (Attachment 9).
• OHM Advisors in the amount of $17,715.50 for work performed from November 19, 2017 through December 31, 2017 (Attachment 10).
• Plante Moran in the amount of $2,210.00 for work performed from November 30, 2017 through January 19, 2018 (Attachment 11).
• Hinshon Environmental Consulting in the amount of $3,080.00 for work performed from October 26, 2017 through December 31, 2017 (Attachment 12).
• Firooz Fath-Azam in the amount of $4,966.00 for work performed in November and December 2017 (Attachment 13)
• BTG Solutions, LLC in the amount of $525.00 for work performed in January 2018 (Attachment 14).

Motion by Gail McLeod (Allen Park) and seconded by Dustin Lent (Southgate) to pay the invoices. Motion passed unanimously.

6. Public Comment

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

7. Other Business

Mr. Fausone communicated to the Board that a transmittal will be submitted to the Board next week with a copy of the DTA and the revised and approved motion from Item 4d. Mr. Fausone also referenced the transmittal will include reference to the DUWA Professionals availability to meet with community representatives in support of the DTA advancement and also an available DWTF tour. For communities that seek to have a meeting with the DUWA Professionals and/or attend the plant tour, they may contact Lambrina Tercala.

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

8. Next Meeting Date

Chairman Rick Sollars reminded the Board that the next regularly scheduled DUWA Board meeting is March 8, 2018 (9:00 a.m. Taylor City Hall).

There being no other business, Chairman Rick Sollars announced that a motion to adjourn would be in order. Motion by Jim Taylor (Van Buren Township), seconded by Dustin Lent (Southgate) to adjourn the meeting.  Motion passed unanimously at 10:09 AM.

 

Meeting Minutes Prepared by:

 

Vyto Kaunelis/Lambrina Tercala

DUWA System Manager

February 27, 2018

Attachments

1. Meeting Agenda
2. January 11, 2018 Board Meeting Minutes
3. HRC’s Interceptor Inspection Summary of Results
4. Veolia’s Proposal for Limited Condition Assessment of the Interceptors, dated January 31, 2018
5. Revised DRAFT Wayne County/DUWA Transaction Calendar, dated February 7, 2018
6. Memo: Legal Committee Position on DUWA Member Community Approval Requirements to Ratify the DTA, dated February 1, 2018
7. Status Report re: Payments from Communities dated January 31, 2018
8. DUWA Revenue/Expenditure Report and Updated DUWA Balance Sheet
9. Invoice from Fausone Bohn, dated January 1, 2018
10. Invoice from OHM Advisors, dated January 22, 2018
11. Invoice from Plante Moran, dated January 24,
12. Invoice from Hinshon Environmental Consulting, dated January 13, 2018
13. Invoice from Firooz Fath-Azam, dated January 29, 2018
14. Invoice from BTG Solutions, dated January 31, 2018