Meeting of the Board of Directors. January 18, 2017

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Meeting of the Board of Directors January 18, 2017 A meeting of the Board of Directors of the Massachusetts Water Resources Authority was held on January 18, 2017 at the Authority headquarters in Charlestown. Chairman Beaton presided. Present from the Board were Messrs. Blackmon, Carroll, Cotter, Foti, Pappastergion, Pena, Vitale and Walsh. Ms. Wolowicz and Mr. Flanagan were absent. Among those present from the Authority staff were Frederick Laskey, Executive Director, Steven Remsberg, General Counsel, Michael Hornbrook, Chief Operating Officer, Thomas Durkin, Director of Finance, Michele Gillen, Director of Administration, and Bonnie Hale, Assistant Secretary. The meeting was called to order at 1: 15 p.m. APPROVAL OF MINUTES Voted to approve the minutes of the Board of Directors' meeting of December 14, 2016, as presented and filed with the records of the meeting. REPORT OF THE CHAIR Annual Meeting: Election and Appointment of MWRA Officers and Committee Assignments Voted to: (1) designate this January 18, 2017 meeting as the Annual Meeting which, as provided in the Authority's by-laws, will be deemed a special meeting of the Board for the purpose of election of officers; (2) elect John Carroll as Vice-Chairman of the Board; (3) appoint Andrew Pappastergion as Secretary of the Board and Bonnie Hale and Rosemarie Convery as Assistant Secretaries; Matthew Horan as Treasurer

Meeting of the Board of Directors. January 18. 2017 Page 2 and Robert Belkin and Kathy Soni as Assistant Treasurers; and (4) ratify the appointment of Board members to standing Committees, as presented and filed with the records of the meeting. New Committee Chairs will be appointed approximately every two years. APPROVALS First Amended and Restated Water Supply Continuation Agreement with Town of Wilmington Voted to authorize the Executive Director, on behalf of the Authority, to execute the First Amended and Restated Water Supply Continuation Agreement between MWRA and the Town of Wilmington, substantially in the form presented and filed with the records of the meeting. PCR Amendments - January 2017 Voted to approve amendments to the Position Control Register, as presented and filed with the records of the meeting. Appointment of Program Manager, Process Engineering, Deer Island Voted to approve the Executive Director's recommendation to appoint Mr. Timothy Beaulieu to the position of Project Manager, Process Control (Unit 9, Grade 25) at an annual salary of $108,599.56, to be effective on the date designated by the Executive Director.

Meeting of the Board of Directors. Januarv 18. 2017 Page 3 CONTRACT AWARDS Audit Services: CliftonLarsonAlien LLP, Contract F242 Voted to approve the recommendation of the Consultant Selection Committee to select CliftonLarsonAlien LLP to provide Audit Services to the Authority, and to authorize the Executive Director, on behalf of the Authority, to execute and deliver Contract F242 with CliftonLarsonAlien LLP in an amount not to exceed $499,000 for a term of four years, from April 1, 2017 to March 31, 2021. Drug and Alcohol Testing Program: Advantage Drug Testing LLC, Contract A61 0 Voted to approve the recommendation of the Consultant Selection Committee to select Advantage Drug Testing LLC for the provision of Drug and Alcohol Testing Services, and to authorize the Executive Director, on behalf of the Authority, to execute Contract A610 with Advantage Drug Testing LLC in an amount not to exceed $32,050 for a term of 36 months from the Notice to Proceed. Electrical Equipment Testing, Deer Island Treatment Plant: American Electrical Testing Company, Contract S561 Voted to approve the award of Contract S561, Electrical Equipment Testing - Deer Island Treatment Plant, to the lowest eligible and responsible bidder, American Electrical Testing Company, Inc., and to authorize the Executive Director, on behalf of the Authority, to execute and deliver Contract S561 in an amount not to exceed $1,972,160, for a term of 1,095 calendar days from the Notice to Proceed.

Meeting of the Board of Directors. January 18. 2017 Page 4 CONTRACT AMENDMENTS/CHANGE ORDERS Settlement Agreement for Various Design Contracts and Hatchery Pipeline and Hydroelectric Project Design. Construction Administration and Resident Inspection Services: Stantec Consulting Services, Inc., Contract 7017A, Amendment 2 Voted to authorize the Executive Director, on behalf of the Authority, to execute a settlement agreement with Stantec Consulting Services Inc. in the amount of $70,000, which represents reimbursement to MWRA for claims associated with designer error and omissions in the following Stantec design contracts: Contract 6854, Lynnfield/ Saugus Pipelines Project; Contract 7259, North Dorchester Bay Ventilation Building; and Contract 7085A, Installation of Second Gaseous Oxygen Line at the John J. Carroll Water Treatment Plant. Further, to authorize the Executive Director, on behalf of the Authority, to approve Amendment 2 to extend the term of Contract 7017 A with Stantec Consulting Services Inc., Hatchery Pipeline and Hydroelectric Design, Construction Administration and Resident Inspection Services, by three months to September 1, 2018 with no increase in the contract amount. Northern Intermediate High Redundant Pipeline Design, Construction Administration and Resident Inspection Services: Stantec Consulting Services, Inc., Contract 6906, Amendment 2 Voted to authorize the Executive Director, on behalf of the Authority, to approve Amendment 2 to increase the amount of Contract 6906 with Stantec Consulting Services, Inc., Northern Intermediate High Redundant Pipeline Design, Construction Administration and Resident Inspection Services, in the amount of $900,854.00 and to extend the term by 39 months to December 23, 2020.

Meeting of the Board of Directors, January 18, 2017 Page 5 Northern Intermediate High Section 110 - Reading and Woburn: Albanese D&S, Inc" Contract 7471, Change Order 7 Voted to authorize the Executive Director, on behalf of the Authority, to approve Change Order 7 to increase the amount of Contract 7471 with Albanese D&S, Inc., Northern Intermediate High Section 110 - Reading and Woburn, in an amount not to exceed $564,239, with no increase in contract term. Further, to authorize the Executive Director to approve additional change orders as may be needed to Contract 7471 in amounts not to exceed the aggregate of $250,000, in accordance with the Management Policies and Procedures of the Board of Directors. CORRESPONDENCE TO THE BOARD Letter from Utility Contractors of New England, Inc. (UCANE) There was general discussion of the above-referenced January 11,2017 letter expressing UCANE'S concerns regarding the recent MWRA staff recommendation to utilize deep tunnels vs. surface piping to create redundancy for the existing Metropolitan Tunnels. By general consensus, the Board authorized the Executive Director to meet with UCANE to explain the reasoning why the construction of tunnels was the preferred alternative. Mr. Favaloro indicated that the Advisory Board Executive Committee had endorsed the deep rock tunnel approach, and expected that the full Advisory Board would endorse it as well at its January 19, 2017 meeting. Mr. Laskey stated that further discussion on Metropolitan Tunnel Redundancy Planning would occur at the next Board meeting scheduled for February 15, 2017. EXECUTIVE SESSION It was moved to enter Executive Session to discuss security and collective bargaining.

Meeting of the Board of Directors, January 18, 2017 Page 6, upon a roll call vote in which the members were recorded as follows: Yes No Abstain Blackmon Carroll Cotter Foti Pappastergion Pena Vitale Walsh Beaton Voted to enter executive session to discuss collective bargaining, in that such discussion may have a detrimental effect on the negotiating position of the Authority, and to consider the deployment of security personnel or devices, or strategies with respect to security. It was stated that the meeting would return to open session solely for the consideration of adjournment. * * * * EXECUTIVE SESSION * * * * The meeting returned to open session at 2:00 p.m. and adjourned. Approved: February 15, 2 Attest: