BOARD OF DIRECTORS
LOUISA COUNTY OFFICE BUILDING
JUNE 4, 2009
2:00 P. M.
Present: Goodman B. Duke, John Y. Gooch, G. Cabell Lawton, IV, Dale G. Mullen, Thomas E. Payne and John E. Thomasson
Others Present: Kurt Krueger, Interim Legal Counsel; Joe Hines, Timmons Group; Fred Pribble, Timmons Group; Jim Christian, Timmons Group and Alyson Simpson, Deputy Clerk, Louisa County Administration
CALL TO ORDER
Chairman Payne called the June 4, 2009 regular meeting of the James River Water Authority Board of Directors to order at 2:00 p.m., which was followed by the Pledge of Allegiance.
READING AND APPROVAL OF MINUTES OF PRECEDING MEETINGS
The Board presented several changes that needed to be made to the May 7, 2009 and the May 21, 2009 minutes.
On the motion of Mr. Duke, seconded by Mr. Gooch, which carried by a vote of 6-0, the Board approved the May 7, 2009 and the May 21, 2009 minutes as amended.
CHAIRMAN/EXECUTIVE DIRECTOR ITEMS
Mr. Payne reported that the Board had received a letter from Aqua America at the May 21, 2009 meeting and Timmons Group would be having a meeting with them during the next week. Mr. Hines stated that Aqua America had requested a meeting with Timmons Group and upon the direction of Mr. Lawton, the meeting was accepted and set for June 11, 2009.
ITEMS FROM THE PUBLIC
CONSENT AGENDA ITEMS
None.
OTHER BUSINESS
a) A Resolution Approving the Bylaws for the James River Water Authority Board of Directors
Mr. Krueger noted that there were two changes on the final copy that were not discussed when the draft copy was reviewed at the May 21, 2009 meeting. Mr. Krueger stated that the draft copy permitted alternate members in Article 2.2, but the Charter approved by the Louisa Board and the Fluvanna Board did not. Mr. Krueger advised that the best choice was to not allow for alternate members because the Charter did not provide for that; therefore, he had removed that provision from the final copy of the Bylaws.
Mr. Krueger stated that the second change he made was in Article 14.1 regarding the amendment of the Bylaws. Mr. Krueger noted that he changed the word “or” to “and” in the last sentence, which really required that all members be present if the Bylaws were going to be amended.
Mr. Payne asked that the “s” be removed from the end of “principal offices” under Article 3.1 because there was only one principal office.
On the motion of Mr. Gooch, seconded by Mr. Thomasson, which carried by a vote of 6-0, the Board adopted a resolution approving the Bylaws for the James River Water Authority with the changes discussed.
b) James River Water Authority Procurement Policy
Mr. Mullen asked Mr. Krueger to explain the significance of the Policy and what it would do for the Authority.
Mr. Krueger stated that procurements by the Authority would be governed by the Virginia Public Procurement Act, which set up a fair and level process for public procurement and the expenditure of public funds for procurement of services and goods. Mr. Krueger stated that the Authority should have a procurement policy in place in order to do procurements. Mr. Krueger noted that Section 2.8 of the Procurement Policy specifically allowed the Authority to procure by assignment, such as the Timmons Group Contract Assignment. Mr. Krueger stated that the Policy would be needed for other procurements that would take place by the Authority. Mr. Krueger noted that the Policy was very generic and would give the Authority the maximum amount of flexibility allowed under the Procurement Act.
On the motion of Mr. Duke, seconded by Mr. Gooch, which carried by a vote of 6-0, the Board voted to adopt the James River Water Authority Procurement Policy.
c) Assignment of Timmons Group Contract
Mr. Krueger noted that at a prior meeting he had recommended to the Board that in order to take an assignment of the Timmons Group Contract there should be a Procurement Policy in place as well as an official Assignment Agreement. Mr. Krueger stated that the contract signed by Timmons Group had as parties Louisa and Fluvanna Counties, which were both signatories on the Assignment Agreement as well. Mr. Krueger stated that the Assignment Agreement would allow the Authority to accept the Timmons Group Contract by assignment and would authorize Timmons Group to perform for the Authority.
Mr. Krueger reported that he had execution copies prepared if the Board wanted to sign the document today. Mr. Gooch asked who would be signing on behalf of Louisa and Fluvanna Counties. Mr. Lawton stated that he would have to present it to the Fluvanna Board so they could approve the assignment. Mr. Krueger noted that both the Louisa and the Fluvanna Boards would have to approve the assignment.
Mr. Lawton stated that he would like to see the Board approve the Assignment Agreement today so when he presented it to the Fluvanna Board, they would see that it was a desired action of the Authority. Mr. Lawton also noted that it would have to be approved contingent upon approval from the Louisa Board, the Fluvanna Board and the Timmons Group.
Mr. Mullen asked if it would be of any legal affect if Fluvanna County did not consent to the assignment of the contract. Mr. Krueger stated that it would create a strange situation because Timmons Group would be in the position where they would be obligated to work for one County and not the other and he was not sure how that could even be done.
Mr. Mullen stated that he felt it was best for the Board to act on the assignment today so it could be presented to both the Louisa and Fluvanna Boards for approval.
On the motion of Mr. Lawton, seconded by Mr. Mullen, which carried by a vote of 6-0, the Board voted to approve the Assignment Agreement contingent upon approval from both the Louisa and Fluvanna Boards.
d) Process for Reviewing Request for Proposals
Mr. Lawton asked that the record reflect that both proposals were still sealed in their envelopes. Mr. Lawton reported that there were two proposals received; one was from McGuireWoods and the other was from Christian and Barton. Mr. Lawton suggested that interviews be scheduled for one of the upcoming meetings since there were only two proposals received. Mr. Lawton suggested that both candidates could be interviewed and a decision could be made.
It was the consensus of the Board to set the interviews for the July 2, 2009 meeting, which would take place in Fluvanna County. Mr. Lawton stated that if the candidates could not make it to that meeting, he would let the Board know and the interviews could be rescheduled.
e) Review of Request for Proposal (RFP), Legal Services
Mr. Lawton opened each response and presented a copy to each member to review before the July 2, 2009 meeting.
OTHER ITEMS FROM BOARD OR STAFF NOT ON AGENDA
Mr. Lawton reported that he would be asking for some type of monetary contribution for the Authority from the Fluvanna Board at their next meeting. Mr. Lawton stated that he would also present the Assignment Agreement for the Timmons Group Contract to the Fluvanna Board at their next meeting, which would take place on June 17, 2009.
Mr. Lawton also reported that Fluvanna County had authorized Timmons Group to start the survey work. Mr. Hines noted that although he had not received anything official, he would accept the verbal instruction and have survey crews on site next week.
Mr. Mullen asked if the Federal ID Number had been applied for or received yet. Mr. Lawton indicated that the application had not yet been made.
Mr. Krueger pointed out that the Withdrawal Permit from DEQ was in Fluvanna County’s name and the terms of that Permit allowed for an assignment or transfer with approval from DEQ. Mr. Krueger stated that it was not immediately necessary to do this, but it was something that should be taken care of at a later date. Mr. Gooch asked if the permit transfer was something that Timmons Group would do. Mr. Hines stated that he could generate a letter on behalf of the Authority once the Assignment Agreement was executed and the Timmons Group Contract was assigned to the Authority.
ATTORNEY’S ITEMS
None.
FINANCIAL ADVISOR’S ITEMS
None.
ENGINEER’S ITEMS
Mr. Hines stated that he would like to schedule a tour at the June 18, 2009 meeting where the Board could officially convene at Zion Crossroads, go on a driving tour, and return to Zion Crossroads to adjourn. Mr. Hines reported that the plan for the tour would be to go down to the Dominion Virginia Power intake structure and follow the flow of the proposed water pipelines back to Zion Crossroads. Mr. Hines stated that he was not sure how the meeting would need to be convened or completed since there was a potential for public involvement.
Mr. Krueger noted that since there would be three or more members of the Board together doing business, the tour would be considered a public meeting and a meeting notice would need to be published and minutes would have to be taken.
Mr. Hines stated that he would try to develop a map showing the proposed sites, structures and pipe route, and that he would gather a packet of information and have it ready before the next meeting.
Mr. Hines reported that an easement agreement had been developed for the Dominion Virginia Power James River intake and it would be presented as a draft to Dominion tomorrow. Mr. Hines noted that before any agreement was finalized, it would be presented to the Board for approval.
Mr. Krueger stated that the agreement would include a plat of the easement area and when it came to the Board, it would be in final format for approval.
Mr. Hines also reported that he was in the process of drafting the next contract amendment on behalf of the localities. Mr. Hines noted that Timmons Group would start on the survey work because it was a time-critical item. Mr. Hines also noted that he was also working on a draft overall project schedule, which would likely be updated for the Board monthly so the progress could be shown.
Mr. Hines stated that he had tentatively scheduled a meeting with Rural Development on June 17, 2009 at 9:00 a.m. Mr. Hines noted that Rural Development had expressed interest in coming out to one of the localities; therefore, the location of the meeting was to be determined. Mr. Hines stated that he would need to know who would be attending the meeting from each locality and a meeting place needed to be decided on.
Mr. Gooch stated that he thought it would be a good idea for Mr. Lawton and Mr. Mullen to go.
Mr. Pribble stated that depending on which direction the meeting with Rural Development went, the Board may also want to set up a meeting with the Virginia Resource Authority.
It was the consensus of the Board that the June 17, 2009 Rural Development meeting would take place at the Louisa County Office Building and Mr. Lawton and Mr. Mullen would be attending.
On the motion of Mr. Gooch, seconded by Mr. Duke, which carried by a vote of 6-0, the Authority voted to adjourn the June 4, 2009 meeting at 2:36 p.m.
BY ORDER OF
________________________________
THOMAS E. PAYNE, CHAIRMAN
BOARD OF DIRECTORS
JAMES RIVER WATER AUTHORITY