April 11, 2024 Minutes

Upper Thompson Sanitation District
Special Meeting of the Board of Directors
District Administrative Conference Room

Pursuant to C.R.S., §32-1-903, notice is hereby given to the members of the Upper Thompson Sanitation District Board of Directors and to the general public that the Board will hold a special meeting, which is open to the public, at 4:00 p.m. on Thursday, April 11, 2024, at the Upper Thompson Sanitation District Administrative Office, 2196 Mall Road, Estes Park, CO, 80517. Individuals who wish to address the Board via public participation may do so “in-person,” via telephone, or virtually through online participation, facilitated by the Microsoft Teams platform. Members of the public wishing to join the meeting via online or telephone participation, please email a request for the meeting link or telephone number to Ms. Gina Moore, Secretary to the Board, at gina@utsd.org by 2:00 p.m. on April 11, 2024.

Agenda

1. Call to Order.
2. Roll Call, Absences Excused.
3. Pledge of Allegiance.
4. Next Meeting Date: Regular Board Meeting, Tuesday, April 16, 2024.
5. Agenda: Correction and Approval.
6. Disclosure of Potential Conflicts of Interest.
7. Public Forum: An opportunity for presentation by the public to provide information to the Board of Directors on any non-agenda item. Note: The Board cannot take any action on non-agenda items but may direct staff to include the item on a future agenda.
   Public Comment on Agenda Items: Public comments will be heard by the Board at the conclusion of the presentation of the agenda item. Persons addressing the Board shall first be recognized by the District Manager or Board Chairman and may speak only one time per agenda item. Speakers shall state their name and address for the official minutes, address comments to the Board as a Body, and shall be allotted three (3) minutes for public comment.
8. Executive Session: §24-6-402(4)(e), C.R.S., Determining positions relative to matters that may be subject to negotiation, developing strategy for negotiations, and instructing negotiators related to the proposed terms of the Water Infrastructure Finance Innovation Act (WIFIA) loan for the Water Reclamation Facility and Lift Station Improvements Project.
9. New Business and Special Orders:
   • Board Discussion and Consideration of Approval: The proposed terms of the WIFIA loan for the
     Water Reclamation Facility and Lift Station Improvements Project.
10. Adjournment.

Upper Thompson Sanitation District (District) prohibits discrimination against its customers, employees, and applicants for employment on the basis of race (including traits historically associated with race, such as hair texture and length, protective hairstyles), color, ethnic or national origin, ancestry, age, disability, sex, gender, sexual orientation, gender identity and expression, religion, creed, political beliefs, marital status, familial or parental status in employment or in any program or activity conducted by the District. The District will make reasonable accommodations for qualified individuals with known disabilities. If any person has a disability and requires a reasonable accommodation to fully participate in this event, please contact District Manager, Mr. Chris Bieker, three days before the event via email at chris@utsd.org, or telephone at 970.586.4544, or dial 711 to connect with Relay Colorado.

Record of Proceedings 

Minutes Of A Regular Meeting Of The Board of Directors Of 

Upper Thompson Sanitation District 
Held: April 11, 2024, at 4:00 p.m., at the 
District Office, 2196 Mall Road, Estes Park, Colorado 

Call to Order 

A special meeting of the Board of Directors of the Upper Thompson Sanitation District, Estes Park, Colorado, was called to order at 4:00 p.m. and held as shown above and in accordance with the applicable statutes of the State of Colorado with the following Directors present and acting: 

Pledge of Allegiance 

The Pledge of Allegiance was recited. 

Attendance 

Board of Directors: 
Christopher Eshelman, Chairman 
Susan Doylen, Vice-Chairman/Secretary 
Stanley Gengler, Treasurer 
Jack Reed, Assistant Treasurer/Secretary 
Kent Bosch, Assistant Treasurer/Secretary (joined via web conference call)

Staff: 
Chris Bieker, District Manager 
Suzanne Jurgens, Assistant District Manager 
Gina Moore, Financial Officer 
Matt Allen, Operations Manager 

Guests: 
Jason Simmons, Senior Managing Director/Regional Head of Investment Banking, Hilltop Securities Kim Crawford, Attorney, Butler Snow LLP 
Linda Glesne, Partner, Cockrel Ela Glesne Greher & Ruhland, P.C. 
(All guests joined via web conference call) 

Next Meeting Date

A regular meeting of the Board of Directors will be held on April 16, 2024, at 4:00 p.m.

Approval of Agenda

The Board considered the Agenda.

It was moved by Ms. Doylen and seconded by Mr. Reed to approve the Agenda as presented. Motion carried unanimously. 

Disclosure of Potential Conflicts of Interest 

Disclosure of potential conflicts of interest is a topic of discussion at every Board meeting to address potential conflicts of interest that may arise as new agenda items are introduced. District Directors who have disclosed potential conflicts of interest can vote as issues arise.

Public Forum 

Mr. Eshelman opened the meeting for public comment. 

Mr. Eshelman explained the Public Forum is an opportunity for presentation by the public to provide information to the Board of Directors on any non-agenda item. He further explained the Board cannot take action on non-agenda items but may direct staff to include the item on a future agenda. 

Regarding public comment on Agenda Items, Mr. Eshelman provided the following statement: 

Public comments will be heard by the Board at the conclusion of the presentation of the agenda item. Persons addressing the Board shall first be recognized by the District Manager or Board Chairman and may speak only one time per agenda item. Speakers shall stand at the podium, state their name and address for the official minutes, address comments to the Board as a Body, and shall be allotted three (3) minutes for public comment.

In attendance via web conference call, was Mr. Stewart Squires, of 618 Park River Place, Estes Park. Mr. Squires joined the regular session of the meeting, at 5:02 p.m., for Agenda Item 9a. "Board Discussion and Consideration of Approval: The proposed terms of the WIFIA loan for the Water Reclamation Facility and Lift Station Improvements Project". 

Mr. Squires did not offer comment on a non-agenda item. 

Approve Minutes from Prior Meetings 

The Board reviewed and discussed the Minutes of the February 20, 2024, Regular Board Meeting. 

It was moved by Ms. Doylen and seconded by Mr. Reed to approve the Minutes of the February 20, 2024, Regular Board Meeting as presented. Motion carried unanimously. 

Executive Session

At 4:02 p.m., it was moved by Ms. Doylen and seconded by Mr. Bosch to go into Executive Session pursuant to §24-6-402(4)(e), C.R.S. "Determining positions relative to matters that may be subject to negotiation, developing strategy for negotiations, and instructing negotiators" related to the proposed terms of the Water Infrastructure Finance Innovation Act (WIFIA) loan for the Water Reclamation Facility and Lift Station Improvements Project. Motion carried unanimously. 

The Executive Session was attended by Directors Reed, Doylen, Bosch, Eshelman and Gengler; Mr. Bieker, Ms. Jurgens, Mr. Allen, and Ms. Moore; Mr. Simmons, Ms. Crawford, and Ms. Glesne. 

The Board did not engage in substantial discussion of any matter not enumerated in §24-6-402(4)(e) C.R.S., nor did it adopt any proposed legislative policy, position, resolution, rule, regulation, or formal action.

The Executive Session was adjourned at 4:59 p.m. 

At 4:59 p.m., Mr. Simmons, Ms. Crawford, and Ms. Glesne excused themselves from the remainder of the meeting. 

Return to Regular Session

At 5:02 p.m., the Board returned to regular session and Mr. Squires joined the meeting. 

New Business and Special Orders 

Board Discussion and Consideration of Approval: The Proposed Terms of the Water Infrastructure Finance and Innovation Act (WIFIA) Loan for the Water Reclamation Facility (WRF) and Lift Station Improvements Project: 

The Board discussed recent recommendations provided in an email from Mr. Marnin Lebovits, Senior Underwriter for the WIFIA Program of the Water Infrastructure Division Office Wastewater Management - U.S. Environmental Protection Agency, regarding increasing the WIFIA proposed loan amount for the WRF and Lift Station Improvements Project (Project) from $72 million to $96,386,500. As stated in Mr. Lebovits email, dated April 2, 2024, "it would be prudent for the District to increase the loan amount to accommodate sizing the construction cost at the Construction Manager at Risk (CMAR) pricing level and building in an additional 15% contingency". Per Mr. Lebovits, the District would not be charged interest on the unused portion of the available loan amount; however, the additional amount offered provides more certainty that the future funding and Project completion risks are minimized and more certainty that the Project can be completed.

Ms. Doylen stated that although it is the District's intent not to use this suggested additional funding, expanding the loan amount offers the District the option to cover additional contingencies and potential increased Project costs. Mr. Eshelman commented that this increased loan amount is a safety net and hopefully avoids the District having to request additional funding in the future. Mr. Reed, Mr. Bosch, and Mr. Gengler all agreed that acceptance of the offered higher loan amount is the best decision for the District considering there is no interest charged on the unused portion of the loan. 

The Board then referenced a revised proforma that was presented in Executive Session by Mr. Jason Simmons of Hilltop Securities. The proforma illustrates the suggested WIFIA loan amount of $96,386,500 and the projected changes to the total Project cost. 

The Board expressed their appreciation for WIFA's offer of additional funding and for Mr. Simmons preparing a revised proforma. The Board also acknowledged bond counsel, Ms. Crawford, and legal counsel, Ms. Glesne for their participation in consideration of WIFIA's proposed higher loan amount. 

It was moved by Ms. Doylen and seconded by Mr. Reed to accept the increased proposed loan amount from WIFIA for the WRF and Lift Station Improvements Project and to authorize loan documents be prepared for funding up to $96,386,500 to allow for potential increased Project costs and contingencies. Motion carried unanimously. 

Adjournment 

Having no further business, at 5:14 p.m. it was moved by Ms. Doylen and seconded by Mr. Gengler to adjourn the meeting. Motion carried unanimously. 

Susan L. Doylen, Vice-Chairman/Secretary

Christopher L. Eshelman, Chairman

May 21, 2024