2018 July 12 – Board Meeting Minutes

DOWNRIVER UTILITY WASTEWATER AUTHORITY
July 12, 2018 MEETING MINUTES

Taylor City Hall City Council Chambers

1. Roll Call and Introductions
DUWA Vice Chairman Bill Matakas (Allen Park) called the meeting to order at 9:03 AM and asked for roll call to be taken. At the time of the Roll Call, voting representatives were in attendance from 10 communities: Belleville, Brownstown, Ecorse, Lincoln Park, Taylor, Allen Park, Riverview, Romulus, Van Buren Township and Wyandotte. A quorum (at least 7 members) was present. Chairman Rick Sollars was not available for today’s meeting; Keith Boc attended as Taylor’s alternate voting representative.

2. Approval of Agenda
Copies of the Agenda were made available prior to the meeting (Attachment 1). Motion by Keith Boc (Taylor) and seconded by Doug Drysdale (Riverview) to approve the Agenda as presented. Motion passed unanimously.

3. Approval of Minutes from June 14, 2018 Board Meeting
Copies of the meeting minutes from the June 14, 2018 Board Meeting were distributed by email prior to the meeting (Attachment 2). Motion by Roberto Scappaticci (Romulus) and seconded by Doug Drysdale (Riverview) to approve the Board meeting minutes. Motion passed unanimously.

4. Report on System Transfer Issues

a. System Manager Update

System Manager Vyto Kaunelis, of OHM Advisors, provided a status update to the Board related to the following technical items.

• Power failure associated with Influent Pumping Station at DWTF: Wayne County is addressing the issue and feel they can again meet the 225 MGD firm capacity requirements of the system based on provided temporary connections. The work should be complete by November 1, 2018. The work was discussed in detail at the last Technical Committee meeting.
• IPP progress: Pre-final submittal comments were received from the MDEQ. The team is working on addressing the comments, which included a procedural item associated with timing of Service Agreement adoption for select communities. Fausone Bohn’s staff are working to address this matter with the MDEQ. No significant technical issues were raised. Veolia is working on the program’s protocol for consistency (between Emergency Response Protocol, Sewer Use Regulations, and the IPP Documents) and formatting.
• River Drive Interceptor Modeling & Metering: Lincoln Park’s engineering consultant has completed system modeling and metering work. The consultant has noted that they are in current compliance with flow limits per their analysis; this is in conflict with Wayne County’s data. OHM Advisors met with Lincoln Park and their engineer to gain an understanding of what they have done to assess the data. Now, subsequently, OHM Advisors has requested a meeting with Wayne County to better understand their data analysis. This effort is being completed by the System Mangers/OHM Advisors to focus on prevention of future interceptor and possible basement backups.
• Meeting w/ Wayne County’s Technical & Financial Team Members: DUWA’s technical and financial Professionals will be meeting with Wayne County’s staff next week. The intent of the meeting is to gain an understanding of financial items that correlate to technical work, such as IPP reserves and rate package components.
• Upper Trenton Channel for Contaminated Sediment: A dredging design is currently being completed by Jacobs/CH2M Hill. The project’s desire is to discharge to the DWTF. The dredging project was delayed, and is now anticipated to be complete with construction in CY2020/2021. OHM Advisors, Veolia, and the DWTF IPP team will have a call with Jacobs to gain understanding of scope of work and discharge approval needs.
• Financial Issues Support:

o The Public Offering Statement (POS) has been discussed and coordinated with the Professionals to identify items that require additional input.
o Long-form Application was provided to the State of Michigan Treasury last week. The DUWA process, with DUWA Treasurer Doug Drysdale (Riverview), went very well for the request and release of the $2k payment application.
o The DUWA Professionals are working on developing and refining Investment and Debt policies. These documents will be a part of a larger policy and procedure package for the Board’s consideration at the August Board meeting.

• SCADA Split: Wayne County’s SCADA system for DWTF and their Other Facilities is centralized at the DWTF. Veolia is working on scope and cost for a Shared Services Agreement between DUWA and Wayne County for continued services to the facilities until a long-term option has been selected and implemented. Veolia anticipates engaging with Tetra Tech as a subcontractor for this work, since Tetra Tech understand the current SCADA system.

b. Legal Update

DUWA Attorney Jim Fausone, of Fausone Bohn, provided a status update to the Board related to the following legal items:

• Date of Closing: Projected to be Thursday, September 27, 2018. The Bond Council and Municipal Advisor team is working hard with the Underwriter to continue to progress and meet this date. It is anticipated that DUWA’s representatives from PFM and Dykema will attend the August Board meeting and provide an update to the Board and also request approvals associated with key financial milestones, such as a the full parameters of the MBO, including the POS.
• Wayne County Calendar:

o July 18 – Meeting of the Committee of the Whole
o July 20 – County and Veolia to talk w/ DWTF personnel re: pensions and other items
o July 26 – Take up DTA

• Pending Litigation: DUWA has been told pending litigation against the system has been resolved
• Insurance Items: A memo was provided to the Board (Attachment 3). The memo includes Aon’s insurance recommendations for the system going forward. The cost range for insurance are projected as $300k-600k. Aon staff were in the audience to receive questions. The Board did not have any items for discussion. In August, Jim Fausone and/or Aon will bring back more detail for Board review and consideration.
• Financial Issues Support: DUWA is in need of a financial agent to attend to items that are beyond OHM Advisors and Veolia’s scope of services. Beth Bialy, of Plante Moran, is developing a scope of work and anticipated timing needs for a future DUWA financial agent. Ms. Bialy approached the Board and noted the work is not anticipated to necessitate a full time agent; rough estimate is 20-40 hours per month for general accounting tasks. The Board was solicited for preference on if the DUWA Professionals should reach out to the communities for interest. And if no interest, if a representative from a community may be interested in setting up a private company to service DUWA (eg a LLC) or request proposal from an established firm. A financial agent needs to be retained by DUWA by October 1, but it is in DUWA’s best interest if an agent were retained by mid-September. The mid-September timing would allow the agent to coordinate with Ms. Bialy and Wayne County during the transition period. Vice Chairman Matakas solicited feedback from Treasurer Doug Drysdale (Riverview) for interest in the opportunity or to assist DUWA with a 6-mo to 1-yr term to help with the transition period. Mr. Drysdale was open to the consideration. Ms. Bialy will draft a scope of work and provide for distribution. The Board was requested to provide final direction on how to proceed with soliciting an agent by the September Board meeting.
• Document Retention and Storage: Mr. Fausone reminded the Board that it will be necessary to store Authority files going forward, and while storage at the DWTF and the leased spare parts building is available, an off-site option should be considered. While this is not a critical task, it is an important one. Each community was asked to consider if they have a space to volunteer for DUWA’s file storage needs.
• August Board items: Mr. Fausone notified the Board of several anticipated agenda items to be aware of for the August Board meeting, which included MBO resolution, review of policies and procedures (including investment and debt), insurance update, and an update on title issues and easements for interceptors.

c. Presentation on Veolia’s 20-Yr Agreement

A copy of Veolia’s Agreement was provided to the Board as part of the pre-meeting packet (see Attachment 4). Mr. Kaunelis, Mr. Fausone, and Ms. Bialy presented a PowerPoint presentation to the Board to summarize Veolia’s 20-year Agreement (see Attachment 5).

d. Request for Approval of Veolia’s 20-Yr Agreement

The Board and DUWA’s Professionals discussed the Agreement. A motion was made by Keith Boc (Taylor) and seconded by Roberto Scappaticci (Romulus) to consider approval of the agreement at a Special Board Meeting on July 26, 2018, pending additional information is provided by the DUWA Professionals. Motion passed unanimously.

The Board was requested to reach out to other DUWA community voting representatives to have representation from each of the communities at the Special Meeting.

The items for additional consideration include the following, and will be provided to the Board by July 19, 2018:

• Historical (10 yr) escalation factors considered as part of the Agreement’s Appendix J – Annual Fee Adjustment Formula.
• Comparison of 5-yr, CY2016 20-yr Agreement, and CY2018 20-yr Agreement
• Cost Plus considerations, if any, in previous CY2016 20-yr Agreement
• Cost projection of the Agreement over the life of the contract, assuming a 2% increase year-to-year, and include consideration of frequency of emergency work (eg $1M or greater) per historical records, if/as available
• Legal terms and considerations for contract extensions or renewals, as applicable

Due to the lack of a vote on the 20-yr Agreement, Mr. Fausone notified the Board that Veolia’s stand-alone 30-day transition Agreement (authorized at last month’s Board meeting) required extension to permit Veolia to continue transition tasks. Ahead of today’s Board meeting, Mr. Fausone received a written commitment from Veolia for a 60-day (extended) transition agreement (see Attachment 6), and requested authorization of the proposal. A motion was made by Rick Rutherford (Belleville) and seconded by Jim Taylor (Van Buren Township) to extend the agreement. Motion passed unanimously.

5. Treasurer’s Report
DUWA Treasurer Doug Drysdale (Riverview) 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).

Treasurer Drysdale (Riverview) noted that ten (10) invoices have been received from DUWA Professionals or other Consultants. A Treasurer’s Invoice Register Report was provided to summarize the invoices (Attachment 9):

• Aon Risk Services Central, Inc in the amount of $5,000.00 for Installment 1 of 8 (Attachment 10)
• Aon Risk Services Central, Inc in the amount of $5,000.00 for Installment 2 of 8 (Attachment 11)
• Aon Risk Services Central, Inc in the amount of $5,000.00 for Installment 3 of 8 (Attachment 12)
• BTG Solutions in the amount of $225.00 (Attachment 13)
• Environmental Consulting & Technologies, Inc. for $3,330.00 for Phase I ESA services (Attachment 14)
• Environmental Consulting & Technologies, Inc. for $7,808.31 for Due Care services (Attachment 15)
• Fausone Bohn in the amount of $24,481.85 (Attachment 16)
• Hinshon Environmental Consulting in the amount of $680.00 (Attachment 17)
• OHM Advisors in the amount of $20,039.25 (Attachment 18)
• Veolia of North America in the amount of $54,095.00 (Attachment 19)

Motion by Jim Taylor (Van Buren Township) and seconded by Robert Scappaticci (Romulus) to pay the invoices. Motion passed unanimously.

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

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

8. Next Meeting Date
Vice Chairman Matakas reminded the Board that the next meeting would be the Special Board Meeting on July 26, 2018 (9:00 a.m. Taylor City Hall), and the next regularly scheduled DUWA Board meeting is August 9, 2018 (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 Richard Marsh (Ecorse) to adjourn the meeting. Motion passed unanimously at 11:34 AM.

Meeting Minutes Prepared by:

Vyto Kaunelis/Lambrina Tercala
DUWA System Manager
July 16, 2018

Attachments
1. Meeting Agenda
2. June 14 DUWA Board Meeting Minutes
3. Aon Insurance Memo
4. Veolia’s 20-Yr Agreement
5. PowerPoint Presentation on Veolia’s 20-Yr Agreement
6. Veolia 60-Day Transition Agreement
7. Status Report re: Payments from Communities dated May 31, 2018
8. DUWA Revenue/Expenditure Report and Updated DUWA Balance Sheet
9. Treasurer’s Invoice Register Report
10. Invoice from Aon Risk Services Central, Inc, dated June 19, 2018 for May 2018 services
11. Invoice from Aon Risk Services Central, Inc, dated June 19, 2018 for June 2018 services
12. Invoice from Aon Risk Services Central, Inc, dated June 19, 2018 for July 2018 services
13. Invoice from BTG Solutions, dated June 24, 2018
14. Invoice from Environmental Consulting & Technologies, Inc., dated June 27, 2018 for Phase I services
15. Invoice from Environmental Consulting & Technologies, Inc., dated June 27, 2018 for Due Care services
16. Invoice from Fausone Bohn, dated June 1, 2018
17. Invoice from Hinshon Environmental Consulting, dated June 29, 2018
18. Invoice from OHM Advisors, dated June 8, 2018
19. Invoice from Veolia of North America, dated July 10, 2018