PARKWAY UTILITY DISTRICT MINUTES OF BOARD SPECIAL MEETING
JUNE 22, 2020
THE STATE OF TEXAS §
COUNTY OF HARRIS §
PARKWAY UTILITY DISTRICT §
Brenda McNeil, President
Alphonso (“Al”) Rettig, Vice President
Jennifer Balderas, Secretary
Ron Everhart, Assistant Secretary
Gloria Woods, Director
All members of the Board were present, thus constituting a quorum. Also attending all or parts of the joint meeting Mr. Bradley Jenkins and Ms. Katherine Vu of Jones|Carter (“Engineer” or “J|C”), engineers for the District; Mr. Calvin Browne and Mr. Bryan Chapline of Municipal District Services (“Operator” or “MDS”), operators for the District, and Mr. Reginald Wilson and Ms. Meghan Koett of Norton Rose Fulbright US LLP (“NRF”), attorneys for the District.
Pursuant to Section 551.054, Texas Gov’t Code, as modified by the temporary suspension of certain provisions thereof, notice of the meeting was posted on the District’s website within the time limits prescribed by law. A certificate of such posting is attached hereto as Exhibit A. The agenda packet was posted on the website as items became available incompliance with the guidelines issued by the Texas Attorney General.
Call to Order. Mr. Wilson called the meeting to order. He noted that the meeting was being held by teleconference in accordance with federal, state and county directives to slow the spread of COVID-19 by avoiding meetings that bring people together. He said the notice of the meeting included a toll-free dial-in number for members of the public to call so they can hear the meeting and address the Board. He noted that the meeting was being recorded and a recording would be available upon public request. Mr. Wilson then set out guidelines for the conduct of the meeting. He asked each speaker to identify themselves before speaking. He then proceeded with the meeting business:
1. Public Comments. There were no comments made by the public.
2. Discuss District Operator and take any necessary action. Mr. Wilson recognized Mr. Browne and Mr. Chapline, who provided points of clarification on the current issue with general manager, Mr. Gary Syzek, accessibility on the joint waste water treatment plant facility.
Mr. Browne referenced other districts who have a joint facility in which Mr. Syzek has a role in. Mr. Browne reported that Mr. Syzek has full access to the independently owned facilities. Mr. Browne said Mr. Syzek is required to make contact with the operator to gain access on the waste water treatment plants that is a joint facility.
Mr. Everhart joined the meeting at this time.
Mr. Browne referenced to the original procedure which includes Mr. Syzek giving a 24 hour notice prior to arriving at the regional Waste Water Treatment Plant owned by both Parkway and Greenwood. Mr. Browne discussed with the operations group and recommend that during regular business hours, 8:00 a.m. and 5:00 p.m., Mr. Syzek can call to let MDS know he will be coming to the plant. An MDS representative will then meet Mr. Syzek at the plant.
Director Rettig asked if it is necessary for someone from MDS to be there when Mr. Syzek is on property. Mr. Browne reported that MDS always has operators in the area and someone will be able to meet him within an hour’s notice.
President McNeil does not approve of this plan and feels that Mr. Syzek does not need to have an MDS representative on property with him. Mr. Wilson stated that neither Greenwood nor MDS is denying Mr. Syzek access to the plant and that MDS is there to represent both Parkway and Greenwood.
Director Rettig stated that Parkway pays for 58% of the facility. Mr. Wilson said that even though Parkway is the majority owner, Greenwood is the managing operator because the facility itself is in the Greenwood area.
Mr. Browne discussed with the board his involvement with Parkway and that his purpose is to be honest, open, and transparent. Mr. Browne says Parkway’s business is valued by MDS. Mr. Browne discussed past invoices with the board and said MDS is willing to lower to 12% in effort to work with the district.
Director Rettig inquired about hiring a new operator. Mr. Wilson discussed that the new operator would have to continue to coordinate with MDS regarding access to the plant because MDS is the operating manager. Mr. Wilson also stated that if Parkway were to hire a new operator, the new operator would be receiving information from MDS.
Director Balderas said that she does not see an issue with the policy and procedure MDS wants to put in place for access to the plant.
Director Everhart inquired about where this new policy and procedure originated from. Mr. Chapline explained how he is operating under instructions from the Greenwood board. Greenwood wants to ensure MDS is there to oversee anyone visiting the site. Director Woods said she does not feel there is a professional reason being given for this new policy and procedure.
Discussion ensued regarding a joint operations board. Mr. Wilson explained the issues with a joint board. Mr. Wilson said there are no tiebreakers and motions could potentially never be passed.
Mr. Browne clarified that an operator will not be following Mr. Syzek around when he is on the plant. An operator will be onsite to assist Mr. Syzek should he have any questions, but Mr. Syzek has full access to all parts of the plant.
Extensive discussion ensued regarding origination of this policy and why it is being put in to place. Director Rettig, Director Woods, and President McNeil all expressed that they do not feel MDS or Greenwood are being truthful.
Mr. Browne said he will work towards improvement and provide the level of trust they are looking for to keep their business. Mr. Chapline said he understands the boards frustrations. Mr. Chapline said he wishes there could be honest conversations between the two boards and that he feels there needs to be trust developed between the two entities so that is a successful endeavor between the two facilities.
3. Discuss District Engineer and take any necessary action. Mr. Wilson recognized Mr. Jenkins and Ms. Vu, who discussed bond application and issues as well as Ms. Vu’s role in the district.
Mr. Jenkins reviewed the bid with the board again. He noted that the bid includes the project and all of the extra work items. Mr. Jenkins said that the extra work items are only planned to be completed if needed. Mr. Jenkins said the project would be total $36,000.00 over budget should all the extra items be completed.
Mr. Jenkins reported on surplus funds. He noted that the bonds were sold at a lower interest rate. Mr. Jenkins said this will result in surplus funds and the funds can be put towards the project.
Mr. Jenkins also said that there should be enough surplus funds to cover the purchasing of Lift Station Number 2.
Mr. Jenkins discussed pay estimates and change orders. Mr. Jenkins told the board he will not recommend a change order be approved unless it is something that truly needs to be done.
Discussion ensued regarding creating an independent Waste Water Treatment Plant and separating from Greenwood. Mr. Jenkins discussed with the board how from a timing standpoint and economically, it does not make sense.
Mr. Jenkins provided the board with an update on the districts previous engineer representative, Ms. Kaci Schlachter. Mr. Jenkins stated that due to Ms. Schlachter taking maternity leave, Ms. Vu is now to be working with the district. Ms. Vu is six months away from being licensed as a professional engineer. Mr. Jenkins reported that both himself and Ms. Vu live closer to the district and are able to get onsite quicker.
Mr. Jenkins reported that the day to day items will be completed by Ms. Vu over the next couple of months.
Ms. Vu spoke to the board and discussed her credentials. She noted that she is familiar with the district and not a new engineer. Ms. Vu said that all of her work is done with an intense focus on quality.
4. Discuss District Financial Advisor and take any necessary action.
Discussion ensued between the board members regarding the two financial advisor proposals that were presented at the meeting on June 10, 2020.
Mr. Wilson discussed with the board how both firms are qualified. He said that RBC is a large firm and has more resources. Mr. Wilson stated that GMS is smaller, but Mr. Howell has 40 years of experience. Mr. Wilson said he has no preference between the two firms.
Discussion ensued regarding the financial advisors presence at monthly meetings. Mr. Wilson discussed with the board that both firms can make themselves available for the meetings and will attend when asked by the board. Discussion ensued with respect to experience versus resources.
Upon motion by Director Balderas, seconded by Director Woods, after full discussion and the question being put to the board, the board voted unanimously to engage Mr. John Howell of The GMS Group, as the financial advisor for Parkway Utility District.
5. Additional Comments.
Director Rettig dropped off the call at this time.
Discussion ensued regarding the July board meeting. The board came to a decision to have the next meeting be held via videoconference and to strongly urge the consultants to participate via video.
THERE BEING NO FURTHER BUSINESS TO COME BEFORE THE BOARD, the meeting was adjourned.
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The foregoing minutes were passed and approved by the Board of Directors on July 8, 2020.
President, Board of Directors
Secretary, Board of Directors