James River Water Authority

Board of Directors Meeting

181 Clubhouse Way

Zion Crossroads, Virginia

December 5, 2017

10:30 A.M.

Regular Business Meeting of the James River Water Authority Board of Directors

I. Call to Order

II. Adoption of Agenda

III. Items from the Public

IV. Approval of Minutes of Preceding Meeting

a. November 7, 2017 – Regular Meeting

V. Financial Report

a. Bills Approval

i. MBP Invoice

ii. Faulconer – CA Pay App 9

iii. Wunsh – Audit Services

VI. Discussion/Information Items

a. Corps of Engineers Permit Update

VII. Action Items

a. FY16 Restated Audit Report

b. FY17 Audit Report

c. FY18 Audit Services

VIII. Consent Agenda

IX. Closed Meeting

X. Adjournment

The James River Water Authority Board of Directors reserves the right to amend and/or

change the Agenda the day of the meeting.

BY ORDER OF:

GOODMAN B. DUKE, CHAIRMAN

BOARD OF DIRECTORS

JAMES RIVER WATER AUTHORITY

1

JAMES RIVER WATER AUTHORITY

BOARD OF DIRECTORS

SPRING CREEK SPORTS CLUB

181 CLUBHOUSE WAY

ZION CROSSROADS, VIRGINIA

November 7, 2017

10:30 A.M.

Present: Goodman Duke (Chairman), Joe Chesser (Treasurer), D.D. Watson, Mark Dunning, Steven

Nichols, and Christian Goodwin

Absent: (none)

Others Present: Brendan Hefty, Legal Counsel (Hefty, Wiley, and Gore); Greg Krysiniak (Faulconer

Construction); Mike Knight (MBP Engineering), Andy Wade (Louisa County); Doug Wylie; and Joe

Hines (Timmons Group)

CALL TO ORDER

Chairman Duke called the meeting of the James River Water Authority (JRWA) Board of Directors to

order at 10:30 a.m. Mr. Nichols led the Board in the Pledge of Allegiance.

ADOPTION OF AGENDA

On the motion of Mr. Nichols, seconded by Mr. Chesser, which carried by a vote of 6-0, the Board

amended and approved the agenda.

APPROVAL OF MINUTES OF PRECEDING MEETING

Mr. Dunning noted a correction in the attendance record in the minutes as he was listed both present and

absent. On the motion of Mr. Watson, seconded by Mr. Nichols, which carried by a vote of 6-0, the

Board approved the amended minutes of the October 3, 2017 meeting.

FINANCIAL REPORT

Mr. Chesser briefly reviewed the bills included in the board packet for consideration. On the motion of

Mr. Nichols, seconded by Mr. Dunning, which passed by a vote of 6-0, the payments were approved.

DISCUSSION/INFORMATION ITEMS

Discussion – Corps of Engineers Permit Update

Mr. Hines reported that approximately 90 percent of the shovel testing was complete and related work

should finalized this week. Maps are being prepared for a meeting with the Department of Historic

DRAFT

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Resources (DHR) on November 17th. According to Mr. Hines, no human remains have been found as of

the meeting.

Mr. Nichols noted that the meeting on the 17th is a followup to questions DHR has identified regarding

the project’s archeological supervisor. The firm supervising the work has more than one qualified

supervisor who has always been on site, but DHR’s preference for Carol Tyrer has been complied with

by onsite staff since the question was raised. The meeting will ensure a continued satisfactory approach

going forward.

Mr. Nichols asked if, in order to provide progress updates to the public, it would be possible to perform

periodic aerial (drone) photography when construction activities commence. Mr. Goodwin indicated a

preference for pro bono services if possible. Mr. Krysiniak stated that he would research options, and

discussed the possibility of erecting a pole onsite to mount a camera for both security and progress

tracking purposes.

Mr. Dunning asked when the endangered species permit work referenced in the engineering report

would commence. Mr. Hines responded that this was essentially a mussel study which had to take place

within six months of work in the river, and that appropriate plans were made. This work can happen

concurrently with pump station construction.

ACTION ITEMS

(none)

CLOSED SESSION

(none)

ADJOURNMENT

On the motion of Mr. Chesser, seconded by Mr. Nichols, which carried by a vote of 6-0, the Board voted

to adjourn the meeting at 10:52 a.m.

BY ORDER OF:

________________________________

GOODMAN B. DUKE, CHAIRMAN

BOARD OF DIRECTORS

JAMES RIVER WATER AUTHORITY

DRAFT

Invoice Total $1,351.25Contract #: N/A

Purchase Order #: N/ASubcontract #: N/A

Project Manager: Joseph Modica

Fluvanna, County ofJames River Water AuthorityAttn: Steve Nichols, Fluvanna Co. Administrator132 Main Street, P.O. Box 540Palmyra, VA 22963

November 21, 2017Invoice No: 507661

Remit To:MBPWilliams Plaza 13040 Williams Drive, Suite 300Fairfax, VA 22031-2215

Project: J16223.001 James River Water Supply SystemProfessional Services through October 31, 2017 Professional Personnel

Hours Rate AmountConstruction Manager

Knight, Michael 10.75 115.00 1,236.25Modica, Joseph 1.00 115.00 115.00

Totals 11.75 1,351.25Total Labor 1,351.25

Contract Current Prior To-DateTotal Billings 1,351.25 22,991.59 24,342.84

Contract Value 374,423.00Remaining 350,080.16

$1,351.25Total this Invoice

Outstanding InvoicesNumber Date Balance507355 10/23/2017 1,207.50Total 1,207.50

4:48:56 PMInvoice 507661 Dated 11/21/2017McDonough Bolyard Peck, Inc. - LIVETuesday, November 21, 2017Billing Backup

Project: J16223.001 James River Water Supply System

Professional PersonnelHours Rate Amount

Construction Manager35CNMG00 - Knight, Michael 10/1/2017 2.00 115.00 230.00

Working in C'Ville- Prep final Monthly Report and Pay App (Note that poor computer linkage since last Thur has delayed processing)

35CNMG00 - Knight, Michael 10/2/2017 .50 115.00 57.50working in C'ville-Final processing of Mionthly

35CNMG00 - Knight, Michael 10/3/2017 3.00 115.00 345.00Working in C'ville- Prep for, attend, and follow-up on monthly JRWA Board Meeting

35CNMG00 - Knight, Michael 10/17/2017 3.25 115.00 373.75Working fromCharlottesville- Prep and attend JRWA Water Project Owner's Meeting at Faulconer Construction Shops

35CNMG00 - Knight, Michael 10/28/2017 2.00 115.00 230.00Working from Charlottesville- Review and prep of Pay App and Monthly Report

35CNMG00 - Modica, Joseph 10/2/2017 1.00 115.00 115.00Totals 11.75 1,351.25Total Labor 1,351.25

$1,351.25Total this Project

$1,351.25Total this Report

Page 2

MBP Job Number J16223

JAMES RIVER WATER AUTHORITY WATER PROJECT

MONTHLY REPORT FOR SEPTEMBER-OCTOBER 2017

PROJECT # 33927

November 28, 2017

Prepared for

James River Water Authority Board

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EXECUTIVE SUMMARY The following Executive Report is to provide the monthly status and update the progress of the James River Water Authority (JRWA) Water Project, Project #33927. The James River Water Authority (JRWA) Board continues to provide executive leadership for all the project stakeholders, and executive oversite and direction for the interactive efforts of the JRWA, Falconer Construction Company (FCC), Timmons Group (TG), and McDonough Bolyard Peck (MBP) construction project team. Major Accomplishments for the month of November 2017 included: The month of November 2017 proved to be one of much positive activity. The last JRWA Board Meeting set the stage for the following.

• As reported at the JRWA Board Meeting held on November 7, 2017, the last of the grid digs was completed the following week (November 17, 2017), and reports were generated for submission to VDHR and the USACE.

o Faulconer will begin mobilizing on November 30, 2017 to support the separate contract work under Timmons Group’s contract

o The final stages of work on the “Deep Digs” is now scheduled for start on December 4, 2017. While this work will probably be very meticulous, this is a major milestone

(One item of note is that FCC will begin mobilizing to support TG’s PH I work on November 30,2017. Note that this is “out-of-contract” work for FCC, as TG is performing the archeological work via a separate contract with the JRWA.)

• The Partnering Session was held as scheduled on November 16, 2017. The following is a summary of some of the key observations from this Team Meeting.

o Agreements with tribes moving well; tribes are cooperating; one VDHR agent seems to be the biggest impediment to overall work

o Final all on-site Preliminary Cultural Resources work NLT November 17,2017 o Construction permit by late April 2018 now fully feasible o Minor corrections/reworks on 100% plan set

▪ finalizing value engineering ▪ close-out of 100% CDs by year’s end ▪ final coordination notes for VDHR results and some structural is all that

remains o Cooperation of Fluvanna Staff has been very helpful to all concerned o CSX Railroad agreement is in hand o Minor gate issues have affected clear access to work site

▪ Now seems under control o Only item that might be a future “rock in the road” would be discovery of human

remains ▪ None to date ▪ Need to get the “what if we find” action plan in place

o VDHR is the biggest external threat ▪ VDHR reports that they don’t have an established process in place

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▪ Continual transparent dialogue with the tribes is our best approach to mitigating VDHR “Challenges”

o Tribes and “Interested Parties” have been very helpful and cooperative up to this point

o Ownership of artifacts [less burial related] needs a bit of clarification (Land Owner? Who else?)

o Perpetual Agreement (PA) or Memorandum of Agreement (MOA) will provide specific details of how we deal with “remains”, if/when encountered… with clear protocols

o Drawings ▪ Pump Station @ 95% ▪ Rest @ or near 100%

o Partnering? ▪ It’s working!

o Cost impacts of delay? ▪ Target date for final pricing NLT Mid-Jan ▪ FCC targeting final proposal for NLT last week of December

• Meeting with VDHR/USACE on November 17, 2017 was also very productive regarding identifying terms of engagement and moving forward to the next phase of the Cultural Resources work. An extract from the confirmation e-mail received on November 22,2017 from the VDHR follows.

“As requested at our November 17, 2017 meeting, please accept the following as confirmation of terms discussed pursuant to the anticipatory burial permit issued to the James River Water Authority for work at Point of Fork, Fluvanna County. The anticipatory permit will not be revised at this time. 1) The consulting parties agree that Mr. Eric Mai meets the Secretary of the Interior’s Professional Qualification Standards and may serve as field director for the purpose of completing shovel testing only. Mr. Mai will be present on site for the duration of this portion of the project. 2) The consulting parties agree that Ms. Carol Tyrer and Mr. Dan Hayes will be on site at all times during deep testing, and that all earthmoving conducted pursuant to this deep testing will be performed under their direct supervision. 3) The consulting parties agree that a project representative will notify the Pamunkey Indian Tribe, the Delaware Nation, the Monacan Indian Nation, the Rappahannock Tribe, and the Upper Mattaponi Indian Tribe (the “Affected Indian Tribes/Nations”) in writing prior to the initiation of deep testing, and extend an open invitation to visit the site and monitor earthmoving activity at any point during this process. Notification shall be made well in advance of deep testing to allow the Affected Indian Tribes/Nations time to plan their visits.”

• In our meeting on November 17,2017 with VDHR, the project obtained permission to begin the deep trench testing.

o Deep trench testing is scheduled to begin on Monday, December 4, 2017.

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Major activities and objectives for the next reporting period include the following:

• Final submittal of FCC’s “Cost Creep” proposal

• Continue coordination with the USACE/VDHR and Indian Tribes as appropriate

• Digest and respond accordingly to observations and actions captured at the November

16,2017 Partnering Session

• Finalize all CDs

• Finalize Baseline Construction Schedule and associated Schedule Narrative, and

Schedule of Values and Construction Progress Timelines

NOTE: While there are still some significant actions to be completed, we can now see the light at the

end of the tunnel for construction start; the end of April 2018 now appears fully obtainable. Once the

“Deep Dig” Cultural Resources site investigations, and the agreement with the “Concerned Parties” are

completed, the USACE can provide the Construction Permit and Notice to Proceed. Accomplishment of

these activities by mid-April 2018 is now judged to be realistic.

CONTRACT STATUS (Still in Pre-Construction Phase)

COMPLETION DATE STATUS

CONTRACT AMOUNT STATUS (As of 11/30/2017) (As of Application for Payment No. 8, dated

11/27/2017)

Type of Contract: Design/Build Original Contract Amount: $7,938,731.00

Contract Execution Date(NTP): 01/03/2017

Total No/Amt Change Orders: 3/$26,760.00

Original Completion Date: TBD Total Contract Amount: $7,965,491.00

Original Contract Duration:

TBD

Total Value of Work to Date: $449,360.00

Retainage Held to Date: $22,468.00

Approved Time Extensions: TBD

Value Less Retainage:

$426,892.00

Current Completion Date:

TBD

Current Contract Duration:

TBD

Balance to Finish: $7,516,131.00

Actual % Constr. Complete: 0.0%

Contract Time Used to Date: TBD Contract Time Remaining:

TBD

% Contract Time Elapsed: TBD

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BUDGET Value Engineering Activities are completed and noted by FCC and TG. Once the Baseline Schedule and the Schedule of Values have been submitted, a Time versus Expenditures graph will be inserted with Scheduled and Actual Budget Expenditures plotted for comparison. The previously submitted potential budget increase estimates due to delays in construction start date provided on July 14,2017 by FCC in their Communication of Cost Increases reflects potential cost creep, across all elements of work, between $759,667 (9.5%) and $976,848 (12.3%). These costs are significant, and could become even more significant as FCC reports that the construction market in Central Virginia is currently observing continued market price creep. This item of interest needs to be fully adjudicated before we can initiate our final monthly BUDGET and CPM progress monitoring. This item would be worthy of adding to the agenda for January 2, 2018. To date a total of $400,672.00( 5 %) of total currently approved budget of $7,965,461.00 has been disbursed during the Pre-Construction Phase. A total of $21,088.00 in Retainage is also obligated against total project budget; leaving a total of $7,564,819.00 currently available in the construction budget.

CPM SCHEDULE MONTHLY PROGRESS REPORT A time versus percent complete graphic, with Scheduled and Actual Construction Progress plotted for comparison, will be inserted in this section once Baseline Schedule has been submitted and approved by the JRWA, and actual construction effort start date is determined. Since Construction Start is yet to be determined, no formal Baseline Schedule has been submitted by FCC for final JRWA approval. Our “Best Guess” on Construction Start Date is in the Spring of 2018.

CONSTRUCTION NARRATIVE REPORT While we are showing signs of noteworthy progress over the last couple of months, our narrative is much the same. While FCC has continued to develop a probable baseline schedule and has reviewed with the JRWA, until actual start date is determined the weather considerations and external milestones cannot be loaded into the time lines. Once a definitive start date is established, the schedule will be updated, and a formal BASELINE construction logic network and schedule will be submitted by FCC for review and approval. Considering status of current project activities, an initial report under this section is expected for the April or May 2018 report. Since FCC has established their target as “the end of December” for completion of their “Cost Creep” proposal, the target of April-May 2018 for actual construction start is now our realistic target. Thus, our first substantive report of actual construction progress for a substantive report under this section is expected for the May 2108 report. It should also be noted that there are a

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few construction related activities currently underway. The FCC and their subs continue to refine plans to mitigate cost creep due to unexpected long-term delays to actual construction start. This effort involves developing multiple contingency plans and ordering materials that can be safely stored. The project Team continues to assess the impacts of these probable increased costs, and continually looks for ways to mitigate the impact upon the overall project budget.

CURRENT CONSTRUCTION ACTIVITY Except for the Cultural Resources activities, and minor access roadway improvements, there has been no on-site construction activity up to this time. SITE Civil:

• Access/egress site survey conducted September 6, 2017 Utilities (Private Services):

• No activity

Erosion & Sedimentation:

• Awaiting approvals of submittals to Fluvanna, DEQ, and VDOT

BUILDING Building Area (Subcontractors):

• No activity

PROPERTY AQUSITION

All property Acquisitions and access agreements were completed in May 2017.

DESIGN PROGRESS

Design In Progress:

• 100% CDS; all divisions awaiting final Cultural Resource Survey results. No major impacts are expected at this time.

Issues for Resolution:

• No significant outstanding design issues are known.

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November 2017 FORECAST

• Our target is that the Cultural resources site survey work will be substantially complete by the end of December 2017.

SITE:

• No Activity beyond “Deep Dig” Cultural Resources Survey work and potential follow-up on route access/egress planning solutions.

BUILDING:

• No Activity DESIGN:

• Timmons Group scheduled to update 100% CDs IAW Cultural Resources Survey Results by end of December 2017.

ACTION ITEMS NEW:

• Continued regular meetings between USACE/VDHR, Indian Tribes, and County Principals.

• Follow-up on November 16, 2017 Partnering Session; reference Partnering Report. PENDING:

• Threatened and Endangered Species Field Study

• Resolving “Cost Creep” impacts

• Refining our plan and all associated documents for a Construction Start in April-May 2018

RESOLVED:

• Submission of E&S and Site Plans (Waiting final comments/approvals)

• Rules of engagement agreement with VDHR for “Deep Dig”

PROGRESS PHOTOGRAPHS NO PHOTOS FOR THIS MONTH’S REPORT

Please submit any comments on content of this report to the undersigned.

Signed: Date: 11/28/2017 Michael Knight, PE Construction Manager, MBP mknight@mbpce.com 804-330-4875 Office 404-981-5437 Cell

Pay Application Approval Recommendation

November 27, 2017

Page 1 of 2

James River Water Project PPEA

Project Name: James River Water Project MBP No.: J16223

Location: Fluvanna County, VA Project Owner: JRWA

MBP CM Michael C. Knight, P.E. Construction Inspector TBD

General Contractor: Faulconer Construction Company, LLC

Architect/Engineer: Timmons Group

EXECUTIVE SUMMARY

We have reviewed Faulconer Construction Company’s Application and Certificate for Payment #9(Pay App #9) as attached for the James River Water Project PPEA. Pay App #9 appears to be a fair and accurate accounting of cost reimbursement due in accordance with conditions of the contract. Accordingly, MBP recommends approval of Faulconer’s Pay App #9 as requested in the amount of $26,220.00.

DISCUSSION

Payment requested includes $27,600.00 from the budgeted $281,824.00 under Line 2 of the Schedule of values for Engineering; less the standard 5% Retainage ($1,380.00) for a total payment due of $26,220.00. Also, see the cumulative accounting captured in the Pay Application Approval Recommendation Register immediately following. Please do not hesitate to call if you have questions or comments regarding this action. Prepared By: Michael C. Knight, P.E.

MBP Construction Manager [804]330-4875 Office [434]981-5437 Cell

Pay Application Approval Recommendation

November 27, 2017

Page 2 of 2

James River Water Project PPEA

MASTER PAY APPLICATION REGISTER