DOWNRIVER UTILITY WASTEWATER AUTHORITY
MARCH 12 & 26 (Special), 2020 MEETING MINUTES
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MARCH 12, 2020 MEETING MINUTES
Taylor City Hall City Council Chambers
1. Roll Call and Introductions
DUWA Vice Chair Dustin Lent (Southgate) called the meeting to order at 9:00 AM and asked for roll call to be taken. At the time of roll call, voting representatives were in attendance from 9 communities: Allen Park, Belleville, Dearborn Heights, Ecorse, Romulus, Southgate, Taylor, Van Buren Township, and Wyandotte. A quorum (at least 7 members) was present.
2. Approval of Agenda
Copies of the Agenda were made available prior to the meeting (Attachment 1). A request to revise the Agenda was made. The request was to move Agenda Item 5a-System Manager Report ahead of Agenda Item 4-Legal Update. The request was made so the Legal Update would come before Agenda Item 5b-Biosolids Dryer Facility Contract Authorization Status, since those two Agenda Items relate to each other.
Motion by Doug Drysdale (Riveview) and seconded by Roberto Scappaticci (Romulus) to approve the revised Agenda. Motion passed unanimously.
3. Approval of Minutes from February 13, 2020 Board Meeting
Copies of the meeting minutes from the February 13, 2020 Board Meeting were distributed by email prior to the meeting (Attachment 2). Motion by Doug Drysdale (Riverview) and seconded by Jim Taylor (Van Buren Township) to approve the minutes. Motion passed unanimously.
4. Legal Update
Attorney Andrea Hayden, of Fausone Bohn, provided the Legal Update before Agenda Item 5b. See below.
5. System Manager Update
A written summary was in the pre-meeting Board packet for the System Manager Report (Attachment 3), as well as a summary on the Biosolids Dryer Facility Contract Authorization Status (Attachment 4).
a. System Manager Report
System Manager Vyto Kaunelis, of OHM Advisors, noted the following highlights from the System Manager Report:
- The teams are working with EGLE on approval of the Blending project’s Basis of Design. A kickoff meeting for plan implementation is being schedule.
- Construction
- Biosolids: Information associated with the Biosolids project and WIFIA application will be presented later in the Agenda.
- SCADA System Implementation: DUWA is awaiting comments from WC. The team is continuing to work on finalizing site improvements and getting bids for the work to be completed ‘By Others’ (That is, site work that is outside of Eramosa’s contract).
- Alkali Sewer Rehabilitation: The final design was reviewed with the Technical Committee; design comments will be address. We expect to release an Issued for Construction set in the coming week.
- Flow Metering and Collection
- A town hall was recently held by the Army Corp in Dearborn Heights for a new detection basin. The Army Corp is working on securing federal funds to implement the project. Feedback from the residents at the Town Hall was that the schedule was not as aggressive as they’d like.
- Sewer system inspections (CCTV) have begun. System Manager Kaunelis asked the Board to provide notification to OHM if there are reaches of the interceptor a community may wish to pull up in the schedule. An example of this type of request (which was honored) was by Ecorse for their portion of the Riverdrive Interceptor. That is the only request received to date.
- DWTF
- There has been several PLC failures (14) over the last several months associated with the existing emergency generators’ control system. The original design of the generators was complex due to load shedding and sharing. The teams are assessing options for replacing in kind or transitioning to a simpler system, which may be a lower cost solution. A request for approval of the recommended approach will be provided to the Board in the future.
- System Transfer
- An award application was submitted to the state-level APWA organization. Congrats to DUWA! They won the state-level award for Project of the Year in the Government Cooperation category. The award application will now be forwarded to the national level.
- Other
- Individual meetings have been held between OHM and those communities more prone to flooding. We have found these meetings very beneficial. OHM intends to reach out to all DUWA communities to schedule one-on-ones, over time. OHM will be in touch with DUWA’s communities for suggested meeting dates.
System Manager Kaunelis concluded his report. No questions were received.
b. Biosolids Dryer Facility Contract Authorization Status
A supplemental Board package was provided a day before the meeting (Attachment 5). The supplement included a contract status update by Fausone Bohn and also a block flow diagram (which noted equipment to be supplied by each vendor) by OHM Advisors.
Attorney Hayden provided a verbal updated on the status of contract development with Kruger and Walsh. The memo in Attachment 5 included consideration of a future Special Meeting on Thursday, March 26. Attorney Hayden advised that this Special Meeting was necessary in the interest of project timing. A motion was made to approve scheduling of the Special Meeting. Motion passed unanimously.
System Manager Lambrina Tercala, of OHM Advisors, reviewed the block flow diagram in Attachment 5, which visually presented the equipment that would be supplied by Kruger versus Walsh for the proposed work. Key personnel from Kruger, Walsh, and Veolia’s CPM team were available at the meeting and introduced to the Board.
6. Requests for Authorizations & Approvals
System Manager Tercala provided the following requests to the Board.
a. WIFIA Forced Account Approval
A request for approval of a WIFIA Forced Account was provided in the pre-meeting package (Attachment 6).
In January 2020, the Board approved contracts with Dykema (Bond Counsel) and PFM (Financial Advisor) to support WIFIA loan activities. The costs associated with Dykema’s and PFM’s efforts will be incorporated in DUWA’s cost of issuance for the WIFIA loan. Support for the WIFIA Loan process has also been provided by the following teams:
Fausone Bohn, DUWA General Counsel
- OHM Advisors, DUWA System Manager
- Plante Moran, DUWA Financial Consultant
- DNS Financial Advisors, DUWA Accountant
A request was made to the Board to authorize a ‘Forced Account’ to capture the expenses by these teams in association with the WIFIA Loan process and also implementation of the Biosolids Dryer Facility and Other Critical Repair projects. Examples of efforts the Forced Account supports are described below. These efforts are beyond routine services, and as such, will be tracked against a dedicated Forced Account budget.
- Preparation of the WIFIA Letter of Interest, including financial considerations
- Preparation of the WIFIA Application, including financial considerations
- Support for WIFIA Loan Closing negotiations
- Selection of Recommended Vendors
- Participation in Project meetings
- Contract Management
Based on budgetary projections, a Forced Account of $250,000 is expected to be suitable. Already spent fees, which are reimbursable by the WIFIA program, have been considered in this recommended budget. The Forced Account has been budgeted into the WIFIA Application, and is reimbursable as part of DUWA’s loan match.
With approval of a Forced Account, amendments will be necessary for Plante Moran and DNS Financial Advisor’s contracts. Requests for contract amendments will be brought to the Board in April. The current request was for approval of development of a Forced Account only.
Motion by Roberto Scappaticci (Romulus) and supported by Jim Taylor (Van Buren Township) to approve a Forced Account, with a limit of $250,000, in association with the WIFIA Loan process and implementation of the Biosolids Dryer Facility and Other Critical Repair projects.
7. Contract Operator Update
Kelly Irving, Veolia’s Program Manager, and Jason Tapp, Veolia’s Assistant Project Manager, provided the Contract Operator update.
a. January 2020 MOR
A January 2020 Monthly Operating Report (MOR) was provided in the Board’s pre-meeting packet (Attachment 7). Highlights from the summary and other updates included the following:
- The DWTF is running well and in compliance.
- Sludge production is down and ferric use has increased.
- Veolia is fully staffed.
- Flow Metering meetings are ongoing with OHM to identify opportunities to increase the value of the data being gathered by the program.
- Staff continues to focus on maintenance and housekeeping efforts.
- There is a focused effort to identify opportunities for water savings.
8. Treasurer’s Report
DUWA’s Treasurer Jason Couture (Taylor) was unable to attend the meeting. Doug Drysdale (Riverview; DUWA Accountant via DNS Financial Services) provided the Treasurer’s Report.
a. WIFIA Cash Flow Overview
DUWA’s Finance Consultant, Beth Bailey, of Plante Moran, reviewed the preliminary cash flow summary that will be included in the WIFIA Application. This cash flow summary was included in the pre-meeting package (Attachment 8). Subsequent to the presentation, the floor was open for questions. No questions were received.
b. Pending Invoices
DUWA’s Treasurer Jason Couture (Taylor) presented two invoice registers for request of payment. The initial invoice register was provided in the pre-meeting Board package (Attachment 9). A supplemental Board package was provided a day before the meeting and included in the supplemental invoice register (Attachment 9).
The invoice registers included 35 invoices for a total of $5,006,165.03. Motion Jim Taylor (Van Buren Township) and supported by Dave Flatten (Ecorse) to pay the invoices. Motion passed unanimously.
9. Public Comment
There was no public comment.
10. Other Business
There were no items brought forth for consideration as “Other Business” items.
11. Next Meeting Date: Thursday, March 12, 2020 (9:00 AM; Taylor City Hall)
Vice Chair Dustin Lent (Southgate) reminded the Board of the two following meetings:
- Special Board Meeting on Thursday, March 26, 2020 (9:00 a.m. Taylor City Hall with Available Virtual Meeting Room/Call Number)
- (Standing) Board Meeting on Thursday, March 12, 2020 (9:00 a.m. Taylor City Hall)
12. Adjournment
There being no other business, Vice Chair Dustin Lent (Southgate) announced that a motion to adjourn would be in order. Motion by Rick Rutherford (Belleville) and supported by Doug Drysdale (Riverview) to adjourn the meeting. Motion passed unanimously at 9:50 AM.
Meeting Minutes Prepared by:
Lambrina Tercala, OHM Advisors, DUWA System Manager
Attachments
- Meeting Agenda
- January 16, 2020 DUWA Board Meeting Minutes
- System Manager Report for March 2020 Board Meeting (by OHM Advisors)
- Biosolids Dryer Facility Contract Authorization Status Update (by OHM Advisors)
- Select items from the supplemental Board package, inclusive of a) Biosolids Contract Update Memo (by Fausone Bohn) and b) Block Flow Diagram (by OHM Advisors)
- Request to Approve WIFIA Forced Account (by OHM Advisors)
- Monthly Operating Report for January 2020 (by Veolia)
- WIFIA Cash Flow Summary (prepared by PMF)
- Invoice Registers, dated March 6 & 10, 2020 (by DNS Financial Services)
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DOWNRIVER UTILITY WASTEWATER AUTHORITY
MARCH 26, 2020 SPECIAL MEETING MINUTES
Virtual Meeting Due to COVID19 (Permitted due to Exec Order 2020-15)
1. Roll Call and Introductions
DUWA Chair Gail McLeod (Allen Park) called the virtual meeting to order at 9:06 AM and asked for roll call to be taken. At the time of roll call, voting representatives were in attendance from 11 communities: Allen Park, Belleville, Brownstown Township, Dearborn Heights, Ecorse, Riverview, Romulus, Southgate, Taylor, Van Buren Township, and Wyandotte. A quorum (at least 7 members) was present.
2. Approval of Agenda
Copies of the Agenda were made available prior to the meeting (Attachment 1). Motion by Rick Rutherford (Belleville) and seconded by Dave Flatten (Ecorse) to approve the Agenda. Motion passed unanimously.
3. Approval of Minutes from March 12, 2020 Board Meeting
Copies of the meeting minutes from the March 12, 2020 Board Meeting were distributed by email prior to the meeting (Attachment 2). Motion by Jim Taylor (Van Buren Township) and seconded by Dustin Lent (Southgate) to approve the minutes. Motion passed unanimously.
4. Legal Update
Attorney Andrea Hayden, of Fausone Bohn, provided the Legal Update. In the pre-meeting packet, a frequently asked question memo was provided to provide responses to reoccurring and remaining questions associated with the Biosolids Dryer Facility project and associated contracts (Attachment 3). Draft pre-final contracts were also provided, in the pre-meeting packet, for Walsh (Attachment 4) and Veolia Water Technologies (dba Kruger; see Attachment 5). Attorney Hayden noted additional cleanup is planned for the contracts.
a. FAQ Regarding Final Biosolids Contracts
b. Walsh (Design Build Entity) Contract
c.Kruger (Dryer Equipment Supplier) Contract
Attorney Hayden noted that the Legal and Technical teams have worked collaboratively on performance guarantees, as well as substantial completion dates. Attorney Hayden then turned the Board’s attention to the FAQ memo and asked for feedback.
Jim Taylor (Van Buren Township) asked if there were any significant changes to the project or contracts based on the current state of emergency and if there is flexibility if things change in the future. Attorney Haden noted that the contracts include force majeure clauses, and the teams don’t perceive a problem at this time.
Attorney Hayden reviewed select FAQs from the FAQ memo, including payment terms, but then was interrupted with audio issues. Attorney Jim Fausone, of Fausone Bohn, assisted in the interim. Attorney Fausone asked the Board for questions or comments while Attorney Hayden called in by phone. A roll call of Board members was used to ensure each Board member had an opportunity to positively respond with questions or comments. Questions were received as follows:
- Allen Park: Chair McLeod asked if the payment terms were outlined in the contracts. Attorney Fausone answered ‘yes.’
- Wyandotte: Greg Mayhew asked how the current emergency situation impacts the contracts. Attorney Hayden and System Manager Vyto Kaunelis, of OHM Advisors, jointly responded. The project is not expected to be impacted. The project makes use of a significant amount of cash reserves. An impact to the Biosolids Dryer Facility project could occur if there was an emergency that came up that was sizable and required use of the reserves. The important next step for the project is closing the WIFIA loan, which is expected mid-year 2020. It will be important for DUWA’s Board members to feel comfortable with the available funds on hand and within the loan to progress into Phase 2 (end of Fall 2020). Mr. Mayhew had no other questions.
- Romulus: Roberto Scappaticci asked how issuance of the performance bonds and certificates of issuance tied to initial payments. Attorney Hayden commented that the required contract documents were to be provided before a Notice to Proceed is issued, which is ahead of release of payments.
The public was then permitted to ask questions or provide comments. No questions or comments were received.
5. Requests for Authorizations & Approvals
There being no other questions, Attorney Hayden was asked for recommended motions.
a. Request for Biosolids Design-Build Entity Contract to Walsh
Attorney Hayden requested a motion to authorize the Chair or Vice Chair to execute Walsh’s Phase 1 contract, for a fixed fee cost of $1,915,000.00, for design build entity services associated with DUWA’s Biosolids Dryer Facility project. Motion by Roberto Scappaticci (Romulus) and supported by Jim Taylor (Van Buren Township) to approve Walsh’s contract. A roll call vote was taken. Motion passed unanimously with all attending Commissioners and 83.01% of DUWA’s weighted vote.
b. Request for Biosolids Dryer Equipment Supplier Contract to Kruger
Attorney Hayden requested a motion to authorize the Chair or Vice Chair to execute Kruger’s contract, for a base bid of $6,997,407.00 for the Dryer package, and an added allowance of $250,000.00 for an odor control system, in association with DUWA’s Biosolids Dryer Facility project. Kruger’s total purchase price fee is $7,247,407. Motion by Jim Taylor (Van Buren Township) and supported by John Selmi (Dearborn Heights) to approve Kruger’s contract. A roll call vote was taken. Motion passed unanimously with all attending Commissioners and 83.01% of DUWA’s weighted vote.
c. Approval of Payment No 1 to Kruger
Attorney Hayden requested a motion to authorize payment to Kruger for Payment No 1, which is $724,741 and equal to 10% of the purchase price. Motion by Greg Mayhew (Wayndotte) and supported by Roberto Scappaticci (Romulus) to approve Payment No 1 to Kruger. Motion passed unanimously.
6. Public Comment
There was no public comment.
7. Other Business
Kelly Irving, Program Manager for Veolia Water, DUWA’s Contract Operator, provided a brief update on how Veolia is handling COVID19 challenges. Veolia has daily, corporate briefings on COVID19. There are no confirmed cases at the DWTF; however, some team members are calling in sick, which is routine. Veolia is focusing on assessing their staffing levels and needs, as well as supplies and chemicals. Veolia is currently appropriately staffed, and schedules are staggered to assist with social distancing. Veolia’s Corporate Procurement team is working with supply chains to assess supply and chemicals.
There were no other items brought forth for consideration as “Other Business” items.
8. Next Meeting Date
Chair McLeod (Allen Park) presented the date of the next DUWA Board meeting. The currently scheduled date is Thursday, April 9, 2020. However, considering the on-going shelter-in-place order for COVID19, there was a request to push the April Board date from April 9 to April 16. The one-week postponement provides the opportunity for the shelter-in-place order to expire (on April 13). Motion by Dustin Lent (Southgate) and supported by Roberto Scappaticci (Romulus) to postpone the Board meeting date from April 9 to April 16. Motion passed unanimously.
9. Adjournment
There being no other business, Chair McLeod (Allen Park) announced that a motion to adjourn would be in order. Motion by Dustin Lent (Southgate) and supported by Jim Taylor (Van Buren Township) to adjourn the meeting. Motion passed unanimously at 9:41 AM.
Meeting Minutes Prepared by:
Lambrina Tercala, OHM Advisors, DUWA System Manager
Attachments
- Meeting Agenda
- February 13, 2020 DUWA Board Meeting Minutes
- FAQ Regarding Final Biosolids Contracts, dated March 20, 2020 (by Fausone Bohn)
- Thermal Biosolids Drying System Project, Progressive Design-Build Contract with Walsh Construction Company II, LLC
- Purchase Agreement with Veolia Water Technologies, Inc