Correspondence between

Emails where every selected person appears as a sender, recipient, or copied participant.

Fwd: Flint/GC Presentation

Good morning again Mr. Kurtz, Please find attached a pdf version of the power point presentation noted in today's proposal sent earlier. This document provides an executive summary level view of the proposal. Best regards, Sue Sue F. McCormick, Director Detroit Water and Sewerage Department 735 Randolph, Room 506 Detroit, Michigan 48226 Office (313)224-4701 Fax (313)224-6067 [email protected] xxxEND_PAGE:treasury01_b04_0379_0503_076 A Public/Public Partnership to Provide Water Service to Flint/KWA Submitted by City of Detroit Water & Sewerage Department April 24, 2013 xxxEND_PAGE:treasury01_b04_0379_0503_077 Water Service Process April 22, 2013 — Flint Emergency Financial Manager (EFM) provides specifications to DWSD April 24, 2013 — DWSD submits proposal to Flint EFM April 25, 2013 — Flint/Detroit EFMs confer April 26, 2013 — Target date for decision xxxEND_PAGE:treasury01_b04_0379_0503_078 Water Service Objectives Flint and Genesee County’s Objectives 1. . Reduce cost mm & W NHN Be a system owner, not a user . Stabilize rates for the long term . Obtain service redundancy . Maintain water quality standards xxxEND_PAGE:treasury01_b04_0379_0503_079 1. Be a system owner, not a user This proposal provides for: A. A partnership with DWSD for a capacity share in the Lake Huron Water Treatment Plant B. A Lake Huron System operating committee to control facility investment and O&M costs C. Introduction to modifying current DWSD’s governance structure to provide board representation for Flint/Genesee County xxxEND_PAGE:treasury01_b04_0379_0503_080 2. Reduce Cost This proposal provides for: A. Water Supply costs based solely on Lake Huron System B. Eliminating the distance and elevation factor C. A fixed monthly charge for allocated capital revenue requirements D. Acommodity charge to recover annual O&M expenses based on actual water purchases E. A fixed monthly charge for “emergency standby” capital costs to accommodate reliability from other DWSD assets xxxEND_PAGE:treasury01_b04_0379_0503_081 2. Reduce Cost (continued) The proposal provides for significant cost reduction over the life of the contract when compared to both the current DWSD rate structure and the KWA Scenario. Projected Annual Flint / GCDC Purchased Water Costs Projected TOTAL Water Costs to the FinyGCDC Service Area FY 2016-17 -§ nuthons KWA Scenarto DWSD Purchased Water 000 KWA Operating and Capital Costs 4394 FlaavGCDC Op and Capital Costs 64 15 TOTAL 108 09 DwsD Proposal Variance 1497 1497 000 (93.94) 5074 lady 65.71 (42.38) S$ millions Current Proposed Rate Rate Structure Structure Variance + % Variance 2015 25 55 1418 (1137) 45% 2020 3214 1755 (14 59) 45% 2025 4044 22:00 {t8 44) AO% 2030 50 87 2759 (23 29) 46% 2035 6400 34 82 (29 18) 6% 2040 80.53 44 48 (36 05) AS” | The proposal results in immediate and continuing reduction in DWSD rates of 45%, The proposal is less costly than the KWA Scenario throughout the contract. Total savings to the Flint region are over $900 million. xxxEND_PAGE:treasury01_b04_0379_0503_082 3. Stabilize rates for the long term This proposal provides for: A. No increase in the Lake Huron System fixed capital monthly charge for the life of the contract unless new capital investment incurred B. No capital investment is made unless recommended by a new Lake Huron Operating Committee (proposed to have two Flint representatives and two DWSD representatives). C. An independent audit of the Lake Huron System costs can be requested annually xxxEND_PAGE:treasury01_b04_0379_0503_083 3. Stabilize rates for the long term (continued) D. No increase in capital and standby costs as long as purchased capacity requirement is constant E. If increased capacity requested through contract re-opener process (permissive to Flint), change in costs based on new allocated share xxxEND_PAGE:treasury01_b04_0379_0503_084 3. Stabilize rates for the long term (continued) F. Initial contract based on purchasing capacity rights of 40 MGD in the Lake Huron Facility G. Contract reopener every five years to accommodate potential growth of KWA region xxxEND_PAGE:treasury01_b04_0379_0503_085 4. Obtain Service Redundancy This proposal provides for: A. Redundant supply provided by DWSD at the Imlay City Pump Station B. KWA constructs redundant transmission

DWSD Proposal

Good morning Mr. Kurtz, Please find attached DWSD's proposal for continued service to Flint and Genesee County. Within the hour I will also send a power point file that provides a summary level presentation of the proposal. I look forward to answering any questions you may have and supporting the conversation between you and Mr. Orr over the next few days. Sue xxxEND_PAGE:treasury01_b04_0379_0503_067 Sue F. McCormick, Director Detroit Water and Sewerage Department 735 Randolph, Room 506 Detroit, Michigan 48226 Office (313)224-4701 Fax (313)224-6067 [email protected] xxxEND_PAGE:treasury01_b04_0379_0503_068 Crry of Detaon 738 Raxpois STREET Warr ann Srwreace Drrasmuent Dereon, Miciucan 48226-2830 Orrice oF nix Diaector Www.DETROITMLGOY April 24, 2013 Ed Kurtz, Emergency Manager City of Flint 1101 South Saginaw Street Flint, Michigan Dear Mr. Kurtz, I am pleased to offer this Water Supply proposal for continued long-term water supply service to the City of Flint and Genesee County. DWSD is committed to becoming the provider of choice for Water service in Southeast Michigan and looks forward to the opportunity to partner with the City of Flint/Genesee County as the region moves forward. The proposal herein offers Flint the immediate opportunity for a 45% reduction in the cost of water supply saves the Flint/Genesee region over $900 million dollars as compared to the KWA alternative over the 30 year contract period. On December 20, 1965, the Cities of Detroit and Flint entered into a Water Service Agreement (Agreement) for the City of Detroit Water & Sewerage Department (DWSD) to provide treated water to Flint and for Flint to provide DWSD water to other areas of Genesee County. That Agreement had a 35-year minimum and an indefinite maximum term and is currently in effect. There has been one Amendment to that Agreement dated July 18", 1990. That amendment addressed a Flint request to reduce the minimum consumption requirement in the agreement by changing “Article 8 (A and B)”. This amendment resulted in significantly lower costs to Flint. All other provisions of the Agreement remained unchanged. For over a decade the cities of Detroit and Flint have been in discussions for a successor Water Service Agreement to replace the Agreement currently in place. During the course of those discussions many different service alternatives have been considered but the cities have been unable to agree on terms that would allow their current Agreement to be replaced by a successor water service agreement. In recent months, via a process largely governed by the State of Michigan, DWSD has proposed a number of alternative approaches for long-term water supply to the Flint/Genesee region. During a meeting with the State on April 19" a process and schedule was outlined that provided DWSD the opportunity to deliver a final proposal to Flint for continued service to the Flint/Genesee region. The proposal herein provides a public/public partnership approach in response to the water service requirements set forth by Flint / Genesee County / KWA as of April 22, 2013 (attached). The following discussion and exhibits are designed to present the highlights of our submittal, and specifically respond to the points set forth in the request. In summary, our proposal reflects a public/public partnership approach with Flint that is designed to launch a cooperative arrangement toward solving water supply challenges in the Flint/Genesee region in a manner that best meets the interests of Flint and is equitable across the DWSD service area. Our proposed approach is responsive to the specification and has direct benefits to Flint/Genesee. Notably: xxxEND_PAGE:treasury01_b04_0379_0503_069 « Provides Flint, as partner with a capacity share in the Lake Huron Water Treatment Plant, the advantage of treatment costs calculated from a facility that has a lower cost of production compared to DWSDs other treatment plants; this capacity obligation is secured by a contractual obligation to successors and assigns; e Effectively negates the distance and elevation factor that exists in the current rate structure to Flint, calculating transmission costs based on the line from the Lake Huron plant to the Baxter/Potter connection; e Provides redundant (back-up) water supply at the Imlay City Pump Station and reflects fair recognition that Flint will provide a level of "reliability" on its own that DWSD currently provides to other wholesale customers, through construction and ownership of redundant transmission from the Imlay pump station West to Baxter/Potter or other point of connection as determined by Flint further maximizing Flint’s interest in ownership of assets. Highlights of our proposal: Contract Structure — It is proposed that Flint would enter into a public/public partnership with DWSD that would reflect more input into and control over system investments and cost variables, The contract between Flint and DWSD would include "purchased capacity rights" in the "Lake Huron System" (defined below) based on the specific demands in an Exhibit B to the new contract, presumably the demands would be those included in the specifications attached. This is consistent in nature to DWSD’s model contract that has been in place since 2008. Revenue Requirement Responsibility — Limited to the costs associated with the "Lake Huron System", which includes the Lake Huron Water Treatment Plant and Intake and the transmission, pumping and storage facilities between the Lake Huron Plant and the delivery to Flint at the Baxter/Potter connection. Baseline revenue requirement data (including operating budget, rate of return, etc.) are identical to those developed for all other wholesale customers. No other DWSD costs will be allocable to Flint. Proposed Rate Structure — Revenue requirements for the Lake Huron System will be recovered through a fixed monthly charge to recover allocated capital revenue requirements, plus a commodity charge to recover annual operating expenses. A separate fixed monthly charge is recovers the allocated “emergency standby” capital revenue requirements. Redundancy Solution - Emergency backup supply is provided to the Imlay pump station, with the associated standby charge. A second transmission water main from the Imlay City Pumping Station west to either the current connection at Baxter/Potter roads or to another location to be determined by Flint, as necessary to meet the full redundancy requirements specified is assumed for comparison purposes. To maximize Flint’s interest in ownership, it is proposed that this line will be constructed by Flint or KWA, and owned and operated by Flint or KWA. No costs associated with this transmission line are included in the proposed rate structure summarized in Exhibit 1. For the purposes of comparison of alternatives we have included an estimated annual revenue requirement for constructing such line, and these costs are reflected in the projections summarized in Exhibits 2 and 3. The costs for the second line included herein are consistent with those identified by TYJT in a follow-on effort to their report dated February 2013 on the xxxEND_PAGE:treasury01_b04_0379_0503_070 "twinned" line approach. Should Flint decide that it is not their preference to own this new transmission line, DWSD is receptive to other approaches, including DWSD financing and ownership. Representation on the DWSD Board of Commissioners - DWSD is receptive to this concept and will pursue modification of the current governance structure to accommodate it. Rate Increase "Guarantee" - DWSD proposes a guarantee that the capital portion of the Lake Huron System rate structure (the fixed monthly charge) will not increase for the life of the contract, unless additional capital investment is made in current and future Lake Huron System facilities. The only project in the current Capital Improvement Plan for the Lake Huron System is replacement of one low lift pump that is included in the fixed cost calculation. (Throughout this proposal the O&M escalation for the various revenue requirements are consistent with those applied in the TYJT evaluation conducted for the state.) In addition to the governance representation noted above and additionally through contractual treatment as a "partner" in a Lake Huron Operating Committee (proposed to have two Flint representatives and two DWSD tepresentatives) Flint will have a level of control of such investments, and therefore a level of control over future capital revenue requirements included in the Flint rate structure. At Flint’s option, an independent audit of the Lake Huron System costs can be requested annually and conducted by a mutually agreed upon firm and at a mutually agreeable cost. Capacity - Flint will be entering a unique partnering agreement, initially purchasing capacity rights of 40 MGD in the Lake Huron Facility. The initial contract capacity would be set at 40 MGD per the specification. In addition, the contract will provide a reopener process every five years during which KWA may increase the contracted demands. DWSD will then allocate costs to Flint based on the new capacity requirement in the same manner as the initial allocation. This provision will accommodate potential growth in the KWA region without requiring Flint to encumber the full cost of projected future demands in early stages of the contract. Proposed Rate Calculation The annual revenue requirements are calculated (using FY 2013-14 as the baseline) as those that are allocable to the Lake Huron System. For purposes of this proposal, the Lake Huron System is defined as including: The Lake Huron Water Treatment Plant and related structures (intake, etc.) The 120” water main from the Lake Huron Plant to the Imlay City Pumping Station The Imlay City Pumping Station and related structures (reservoir, etc.) The 72" main from the Imlay City Pumping Station to the connection to Flint at Baxter/Potter Road The Flint relative shares of the allocated Lake Huron System revenue requirement are based on the specifications provided by Flint. Capital costs have been allocated based on relative max day demands (for the plant) and peak hour demands (for the transmission facilities). Operation and Maintenance expenses have been allocated based on relative average day demands for all facilities. xxxEND_PAGE:treasury01_b04_0379_0503_071 The rate structure proposed herein recovers the allocated FY 2013-14 revenue requirements. All capital revenue requirements are proposed to be recovered through a fixed monthly charge. All operation and maintenance revenue requirements are proposed to be recoverable through a commodity rate applied to actual water purchases. An "average unit cost" per Mcf has been calculated based on the specification provided to illustrate the total revenue requirement expressed as a unit cost of projected water sales. The analytical results of the proposal are illustrated in the attached table (Exhibit 1). Page | of this table shows the calculation of the proposed rate structure for FY 2013-14. As mentioned above, the fixed monthly charge associated with current capital costs of the Lake Huron System (shown on Line 1) will never increase so long as the purchased capacity requirement stays constant. Changes to the fixed monthly charge can increase only with (a) additional purchased capacity through the contract re-opener process (permissive to Flint), or (b) additional investment in Lake Huron System facilities for which Flint has both partnership input at the operating committee level and governance representation on the Board. Page 2 of Exhibit 1 provides background to the rate structure calculation and illustrates the allocation of FY 2013-14 revenue requirements associated with the Lake Huron System facilities to Flint based on the contract demands set forth in the specifications document. It also illustrates the calculation of the emergency standby charge. This charge is designed to reflect the reservation of one day’s worth of average daily capacity in the portions of the DWSD “backbone” (treatment and major transmission) system from which Flint will not receive “regular” service - and in which it will not be a “partner”. TYJT’s report on the City of Flint Water Supply Assessment from February of this year included a number of tables and charts that compare revenue requirements to Flint under various alternatives. Attached herein is an updated Table 6.1 (Exhibit 2) which compares the cumulative annual cost of each option from the TYJT report with the new proposal included. We’ve also included an Exhibit 3 which is similar in format to Figure 6.1 in the TYJT report. However the data in this exhibit is a bit more inclusive, as it accumulates ALL of the annual utility costs for the KWA service area. DWSD submits that these exhibits illustrate the comparative advantage of DWSD's current proposal to the KWA proposal, and demonstrate the significant cost advantage provided with the innovative public/public partnership approach we are proposing. In the nature of an executive summary or overview, we have submitted a companion power point presentation that calls out many of the significant features of this proposal. This is firm offer that is available with the rate season beginning July 1, 2014, however we remain open to discussion and negotiation. Best regards, SpDh lane Sue McCormick, Director Detroit Water & Sewerage Department xxxEND_PAGE:treasury01_b04_0379_0503_072 Specification Sheet for Evaluating Water Service Options to Flint and/or KWA/Genesee County (KWA/GC) Service Area Issued: April 22, 2013 Purpose: The purpose of this document is to 1) clarify the water service requirements so that DWSD may submit a proposal responsive to the current requirements of Flint and/or KWA/GC and 2) provide a framework for a comparable and equitable analysis of water service proposals

Meeting to review DWSD proposals

Hello Mr. Kurtz, Last week | spoke with Mayor Walling to share DWSD's continued interest in discussing a long term Water Service contract to serve Flint. Mayor Walling indicated he would pass along our interest in meeting in the next week or two to discuss new proposals that are responsive to the changes that the City of Flint has identified in terms of it's requirements and priorities including; a reduction in requirements from 18 to 15 MGD and the newly expressed desire not to blend Flint treated water with DWSD treated water. The latter change certainly came as a surprise given the 1 xxxEND_PAGE:treasury01_b06_0561_0924_232 economic advantage of this for Flint and Flint's intiated request for this specific option. | am curious to know what new information resulted in this option becoming less desirable and if there are opportunities to address those concerns. It has been a rather odd experience to be outside of the process these last few months. I've taken note that the KWA proposal provides a single line of supply and would still leave Flint in the position of retaining the Flint plant in a full time operating mode as well as maintaining the capacity of treating two very different sources of supply in the event of an interruption. Although the line would be newer than the existing transmisson system serving Flint, it does not accomplish the redundancy in supply that Flint has long expressed an interest in. With the changes identified in Flint's requirements and preferences, we have looked at opportunities to address these as well as Flint's historical concerns about the single transmission main and have developed proposals that twin the transmission main with smaller diameter pipe, provide transmission redundancy along the entire length from Imlay to the Flint Plant, as well as provide Flint the opportunity to consider selling Flint's portion of the 72 inch line and avoid the signficant risks and costs Flint has expresed concern about in maintaining that line. In addition, the twinning of supply with full redundancy, without additional treatment requirements, would allow Flint to avoid capital and well as Operating expenses in both the plant and transmission system. All of this can be accomplished with still a significant reduction in Flints rates. We are a new service organization. The rate adjustments for FY 14 are announced with significantly constrained adjustments from what had been forecast previously. Our financial plans reflect the ongoing benefit of our organizational optimization efforts. Recent discussions have brought attention to a near term opportunity to move toward greater independance with an opportunity to expand represenation in our governance. This is not the DWSD of your recollection. ! welcome the opportunity for discussion at your earliest convenience. Best regards, Sue Sue F. McCormick, Director Detroit Water and Sewerage Department 735 Randolph, Room 506 Detroit, Michigan 48226 Office (313)224-4701 Fax (313)224-6067 [email protected] xxxEND_PAGE:treasury01_b06_0561_0924_233 Lamphier, Wendy (tT reasury)

DWSD Proposals for Water Service to Flint

Follow Up Flag: Follow up Flag Status: Flagged Gentlemen, Please find attached DWSD's proposals for Water Service to Flint. Two proposals are offerred based on the needs and interests of the City of Flint. Hard copies are in the mail. There remain some unknowns on the timing of various factors affecting the relationship between Flint and Genessee so while the rate proposals are firm, the illustrations remain subject to negotiations. We are pleased to advance either proposal through further negotiation to a contract. Happy Holidays! Best regards, Sue Sue F. McCormick, Director Detroit Water and Sewerage Department 735 Randolph, Room 506 Detroit, Michigan 48226 Office (313)224-4701 Fax (313)224-6067 [email protected] xxxEND_PAGE:treasury01_b03_0010_0378_295 Crry or DETRorr 735 RANDOLPH STREET Warer AND SEWERAGE DEPARTMENT Derrorr, Micuican 48226 OFFICE OF THE DirECTOR WWW.DETROITMI.GOV December 21, 2012 Mr. Ed Kurtz, Emergency Financial Manager City of Flint 1101 S. Saginaw Street Flint, Michigan 48502 Dear Mr. Kurtz: RE: Water Service Proposals to the City of Flint Thank you for the conversations over the most recent months that have allowed the Detrort Water and Sewerage Department (DWSD) to understand and appreciate the needs and concerns of the City of Flint as you approach your decision regarding the future water supply for the City. I am pleased to offer two (2) alternative proposals for continued service with DWSD. I hope that our conversations have demonstrated that DWSD is an organization that has been undergoing substantial change since the new Board of Commissioners was seated in April of 2011, and new authority granted them since. We continue to evolve on the path of operational and financial independence, and that movement has positioned us to be more responsive to our customers and demonstrate our ability to be more effective and efficient. While we acknowledge and appreciate the past, we are positive that our present and future are, and will be decidedly different, and that our customers and customer communities alike have begun to appreciate that over the past year. Please review the proposals attached. We remain prepared to evolve the proposals based on the City of Flint’s specific requirements, and take the City of Flint’s requirements to a final contract on a expedited timeline. Best regards, Sue F. McCormick Director SFM a Perens eran aed ial