OLSBA WPCA BOARD MEETING MINUTES – DRAFT
JANUARY 23, 2024 7:00PM VIA ZOOM
ESTABLISH QUORUM & CALL TO ORDER
Al Roy welcomed everyone to our scheduled WPCA meeting and called the meeting to order at 7:04PM. All current members of the Board were in attendance: John Cunningham, Dede DeRosa, Diane Duhaime (ex-officio), Paul Graml, Sue Mahoney, Bob Palazzo, Al Roy, Greg Symon. There were fourteen additional members of the community on the call.
APPROVAL OF AUGUST MEETING MINUTES
A motion was made by Greg Symon to approve the minutes from the 11-21-2023 WPCA Board Meeting. John Cunningham seconded the motion; with no objections the motion was unanimously passed.
FINANCIAL REPORT
John Cunningham, WPCA Treasurer presented a lengthy report on the status of his efforts to reconcile all WPCA revenues and expenses since the establishment of the WPCA in 2012. This is a work in progress and will not be completed until we receive requested documentation from Fuss & O’Neill to reconcile all engineering expenses and Clean Water Fund (CWF) reimbursements (expected in February). A similar reconciliation process will need to be undertaken to validate the Shared Infrastructure financial records currently being maintained by Old Colony. (Link to full Treasurer’s Report). It was reported that with the deposit of $12,500 from OLS this month, the current balance in the WPCA bank account stands at $12,850.39. There are a number of known expenses totaling $18,500 an expected $8,500 in 2nd Quarter, many of them eligible for State reimbursement. We will need to determine the timeframe for accessing State funds in order to manage our cash flow in the near term. There was discussion regarding the $9,000 disbursed from the WPCA budget last June. This disbursement was made for a Hinckley Allen legal bill that was initiated by the OLS Officers without a WPCA board vote or a BOG board vote.
In addition to reporting on current revenue/expenses and the monthly reporting process, John Cunningham reviewed his reengineering project to move all loosely managed financial information into Quickbooks Online (QBO). NOTE: QBO is also being used for all OLSBA financial data and we should be able to establish standard formats for reporting, etc. The goal of the reengineering effort is to provide a sound, consistent, transparent platform for reporting to our board, membership, Alliance partners, and the State of Connecticut. We also need to be fully prepared for DEEP and/or the Treasury Department of the State of Connecticut to audit our financials at any time. (Link to Financial Reengineering Presentation).
The following three motions were proposed and voted on:
- John Cunningham made a motion to move the WPCA Checking Account from Citizens Bank to Webster Bank to enable electronic account synchronization. Dede DeRosa seconded the motion and the motion was passed unanimously following a voice vote.
- John Cunningham made a motion to approve the technology infrastructure budget that had been provided during his Treasurer’s Report, not to exceed $4,500. Greg Symon seconded the motion and the motion passed unanimously following a voice vote.
- John Cunningham made a motion to formally request that the BOG return $9,000 to the WPCA that was improperly disbursed in June 2023. Paul Graml seconded the motion and the motion passed unanimously following a voice vote.
Al Roy and all board members thanked John for the extraordinary effort he has made to improve the quality, transparency and confidence in the WPCA’s financial information.
ALLIANCE ACTIVITY
Shared Loan Extension
Al Roy reported that the Clean Water Funds Shared Loan Extension is on track for a closing by January 31, 2024. The Fuss & O’Neill Infrastructure Amendment #4 was completed, submitted and approved.
New London IMA
The dispute regarding the New London Inter-municipal Agreement (IMA) remains unresolved. The Alliance maintains the position that New London improperly withdrew from the agreement while we continued to negotiate in good faith. The Town of Old Lyme has the lead on this issue, however, the recent change in Old Lyme First Selectman and WPCA Chairman have impacted progress.
CSA and Alliance Open Issues
Al Roy stated that a guiding principle is that DEEP fully expects the associations and the Alliance to implement plans which satisfy requirements of the Unified Consent Order. We believe we are at a significant crossroads with the Alliance group:
- There are new members representing the Town of Old Lyme and indications that at least one of the Old Colony representatives will be less active going forward
- There is ongoing, historic, and significant lack of alignment on decision making and direction setting
The Alliance needs to establish a formal organizational structure, to ensure accountability, timely deliberations and effective proceedings - Consideration needs to be given to a complete restructuring of the currently proposed approach to managing the “Shared Infrastructure”
- The Cost Sharing Agreement (CSA) is woefully inadequate to facilitate project completion and move into a post-construction phase. It is essentially an agreement to address the financial cost sharing model only
The board had a lengthy discussion on all of the concerns and there was general consensus that the issues need to be addressed and resolved now. The next Alliance meeting is scheduled for February 1st. Al Roy and Diane Duhaime are the OLS representatives on this group. Al Roy intends to raise these concerns at that time. There were offers by Paul Graml and Tim Larson (both with experience dealing with the State/Town) to assist with preparation for this meeting.
Timing for Shared Infrastructure Rebid/$15M Forgivable Loan
All Roy reported that the timing for rebidding the Shared Infrastructure is still to be determined. A number of unresolved 11th hour design issues have been raised that could affect the cost and timing of the rebid. There is a need to re-engage Fuss & O’Neill once they get compensated for aging invoices at the end of the month/early February. The anticipated Forgivable Loan is a work in progress. This will be the first ever such financial arrangement between CT DEEP and a municipality. A comprehensive review of the terms and conditions and possibly a second legal opinion will be required.
UPCOMING NEW BUSINESS
Extension Request for OLS Internal Loan/Grant
We need to work with bond counsel and the State to extend the Scheduled Completion Date (maturity date) which is currently set for March 31, 2023 to avert the requirement to convert this loan and commence P&I payments.
Similar to the extension the WPCA and BOG approved for the shared infrastructure loan, the requested extension will afford time needed to prepare for a new round of RFPs and other efforts needed to evaluate current project costs. Unlike the shared loan we are simply requesting a date extension not an increase to the loan amount. OLS is responsible for 100% of this loan for our internal project.
Dede DeRosa made a motion Motion to approve the submission and signing of required paperwork regarding the Project Loan and Grant Agreement 645-D (e.g. certificate of extension/amendment), between Old Lyme Shores Beach Association and the State of Connecticut extending the “completion date” from March 31, 2024 an additional twelve to eighteen months, and to approve the WPCA Chairman to complete the negotiations and sign/submit all paperwork required by the State of CT. Greg Symon seconded the motion. A voice vote was taken and the motion was approved unanimously.
A similar vote on this extension will be taken at the next BOG Meeting on 1/24/2024.
In the interest of time, discussion on the WPCA Ordinance, Communications Committee and Finance Committee was deferred to a future meeting.
Correspondence – none
Resident Comments – none
The Next WPCA Board Meeting will be held Tuesday, February 20, 2024 at 7 pm
The meeting was adjourned at 8:40pm.