August 31, 2022 Minutes

Notice of Special Meeting Upper Thompson Sanitation District

Public notice is hereby given that a special meeting of the Board of Directors of Upper Thompson Sanitation District, Larimer County, Colorado, will be held on Wednesday, the 31st day of August, 2022, at 4:00 p.m. This will be an in-person meeting with the option to join virtually either by telephone (conference call-in) or online via the Microsoft Teams platform. At this meeting the Board will consider awarding a Procurement Option Agreement to FilmTec Corporation for the Membrane Bioreactor Equipment.

This meeting is open to the public and will be conducted both in-person and virtually to facilitate attendance of the Board, UTSD staff, and the public. To join by telephone (conference call-in) or online through Microsoft Teams 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 August 31, 2022.

Comments regarding these matters may be emailed to chris@utsd.org, delivered to the District’s Administration office, or mailed to the District Manager at P.O. Box 568, Estes Park, Colorado 80517. Questions or requests for additional information may be directed to the District Manager at 970.586.4544.

Upper Thompson Sanitation District By: Gina Moore, Secretary to the Board

I hereby certify that a copy of the foregoing Notice of Special Meeting was, posted at least twenty-four (24) hours prior to the meeting on the Upper Thompson Sanitation District website at www.utsd.org and at the District Administration Office at 2196 Mall Road, Estes Park, Colorado.

Upper Thompson Sanitation District By: Gina Moore, Secretary to the Board

Upper Thompson Sanitation District (District) prohibits discrimination against its customers, employees, and applicants for employment on the basis of disability, race, creed, color, religion, sex, sexual orientation, gender identity, gender expression, marital status, familial status, national origin, or ancestry, and 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.

Agenda

Call to Order.
Pledge of Allegiance.
Roll Call, Absences Excused.
Next Meeting Date - Regular Board Meeting, Tuesday, September 20, 2022.
Agenda: Correction and Approval.
Disclosure of Potential Conflicts of Interest.
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
New Business and Special Orders: Request for Approval - Award of Procurement Option Agreement to FilmTec Corporation for the Membrane Bioreactor Equipment – presented by Mr. Ravel, P.E., Water/Wastewater Project Manager, Merrick & Company.
Adjournment.

Record of Proceedings

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:
Jack Reed, Chairman
Susan Doylen, Vice-Chairman/Secretary
Ronald I. Duell, Treasurer/ Assistant Secretary
Kent Bosch, Assistant Secretary/Treasurer
Christopher Eshelman, Director

Staff:
Chris Bieker, District Manager
Suzanne Jurgens, Assistant District Manager
Gina Moore, Financial Officer
*Matt Allen, Operations Manager
Nathanael Romig, Collection Superintendent
Henry Newhouse, Plant Superintendent

Invited Guests:
* Steve Ravel, P.E., Water/Wastewater Project Manager, Merrick & Company
* John Kuosman, Water/Wastewater Division Leader, Merrick & Company

* Joined via web conference call

Next Meeting Date

The next regular meeting of the Board of Directors will be held on September 20, 2022.

Approval of Agenda

The Board Considered the Agenda.

It was moved by Ms. Doylen and seconded by Mr. Eshelman 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. Reed opened the meeting for public comment.

Ms. Doylen explained the Public Forum is an opp01iunity for presentation by the public to provide information to the Board of Directors on any non-agenda item. She fmiher 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, Ms. Doylen 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 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.

One member of the public joined the meeting via web conference call.

In attendance was Mr. Stewart Squires, of 618 Park River Place, Estes Parle Mr. Squires indicated he is attending the meeting for general interest and did not offer comment on a non-agenda item.

New Business and Special Orders

Request for Approval - Award of Procurement Option Agreement to FilmTec Corporation for the Membrane Bioreactor Equipment - presented by Mr. Ravel, P.E., Water/Wastewater Project Manager, Merrick & Company:

Mr. Ravel stated contractual components of the Procurement Option Agreement with FilmTec Corporation (FilmTec) for the membrane bioreactor equipment are finalized. Included in the final agreement is a ten-year warranty.

Mr. Ravel recapped that the District received three bids from the following suppliers on July 31, 2022, for the WRF and Lift Station Improvements Project Membrane Bioreactor (MBR) Equipment Procurement: FilmTec, also known as Dupont, Fibracast, and Suez.

Mr. Ravel reported that FilmTec is the lowest bidder, has the highest score based on the ranking criteria provided by Merrick & Company in the "Instructions to Bidders", and has the lowest capital and operation life cycle costs overall in comparison to the other two supplier bids received.

Mr. Ravel highlighted FilmTec was the only bidder that provided both a Non-Build America Back Better Bid and a Build America Back Better Bid (BABA).

Mr. Ravel explained to the Board that there are two procurement agreements, one is the Procurement Option Agreement, specifically addressing design phase services and the second agreement, Procurement Agreement, addresses the manufacturing, supply, and installation of all membrane equipment parts and components.

Mr. Ravel stated after review of all three bids and references, Merrick & Company recommends that the District award the Membrane Equipment Procurement to FilmTec/Dupont in the amount of their design phase services (Procurement Option Agreement) of $88,674.00.

Mr. Ravel reiterated following the design phase, the second Procurement Agreement will be presented to the Board for consideration in the amount of $2,288,326.00. Mr. Ravel noted this figure is not finalized at this time.

Mr. Ravel answered questions of Mr. Bieker regarding the membrane supplier evaluation process, with assistance from the consulting engineering firm, AE2S.

Mr. Ravel answered questions of the Board in reference to the cost of the ten-year warranty that was added to the Procurement Option Agreement. Mr. Ravel responded stating the additional cost is $53,568.

The Board also asked Mr. Ravel if the selected Project CMAR Contractor, Garney Construction, Inc., has previous work experience with FilmTec. Mr. Ravel said Garney Construction, Inc. is familiar with FilmTec, and he referenced another project in which they have collaborated.

Mr. Ravel answered additional questions of the Board regarding the life expectancy of the membrane bioreactors, scheduling, potential of liquidated damages, supply chain and labor shortage issues, membrane storage requirements and a timeline for the Procurement Agreement.

Mr. Newhouse and Mr. Allen expressed their support of FilmTec as the supplier for the membrane bioreactor equipment as well as their confidence in the efficiencies of the selected membranes.

Ms. Doylen read aloud a question asked by Mr. Squires, via the Teams Platform: "Are the currently anticipated designed facilities appropriate for the FilmTec membrane structures so that implementation will be straightforward without additional plumbing complexities?" Mr. Ravel thanked Mr. Squires for his question and responded stating if the Board decision is finalized to move forward with FilmTec, the engineering drawings and documents will be modified to accommodate the specific membranes designed by FilmTec.

Mr. Bieker thanked Mr. Ravel, the Merrick & Company team, AE2S, and attorney, Mr. Joseph Norris, of Cockrel Ela Glesne Greher & Ruhland, P.C. for all their successful efforts pertaining to the evaluation and development of the Procurement Option Agreement with FilmTec.

The Board discussed the Procurement Option Agreement with FilmTec.

The Board thanked Mr. Ravel for his presentation.

It was moved by Ms. Doylen and seconded by Mr. Eshelman to award the Procurement Option Agreement for the membrane bioreactor equipment, design phase services, to FilmTec Corporation in the amount of $88,674.00.

Motion carried unanimously.

Adjournment

Having no further business, at 4:47 p.m. it was moved by Ms. Doylen and seconded by Mr. Bosch to adjourn the meeting. Motion carried unanimously.