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Proposal for Professional Services for

Water Utility Operational Efficiency and Value Creation Analysis — St. Louis Water Division

September 7, 2012 Selection Committee St. Louis Water Division 1640 S. Kingshighway St. Louis, Missouri 63110 Subject: Proposal from Veolia Water for Water Utility Operational Efficiency and Value Creation Analysis, St. Louis Water Division (Water Division) Please find enclosed our response to your Request for Proposals for the Water Utility Operational Efficiency and Value Creation Analysis program for the Water Division. To support you in achieving service levels that exceed expectations, we have outlined a comprehensive and proven approach in our proposal, called Peer Performance Solutions (PPS). With Veolia Water’s utility-wide assistance, the Water Division can deliver safe, great-tasting water at the lowest-possible cost with the least environmental impact, consistent with self-sustaining financial results. By selecting Veolia Water, the Water Division will gain access to proven capabilities in helping utilities reach the next level of performance, based on our prior work with cities like New York City, Indianapolis, Atlanta/Fulton County, Buffalo and Winnipeg, including:

Proven methodology – We have just completed the Phase 1 initial six months of system-wide operations analysis designed to help make New York City’s Department of Environmental Protection (DEP) one of the nation’s safest, most effective, cost-efficient and transparent water utilities. DEP has now selected Veolia Water to help with implementation of the four-year program that will deliver up to $130 million in identified financial benefits per year, representing approximately 10% of the agency’s operating budget. The PPS methodology is customized for each client’s situation. Peer to peer – As a peer in utility management, we can provide access to a worldwide network of best practices. Our experts understand water utilities from the ground up and work hand-in-hand with your staff to identify and implement value-creating improvement projects. In Indianapolis, we delivered $83.1 million of savings over a 10-year period while simultaneously leading the achievement of industry-first quality standards (ISO 9001 and 14001 certifications), making Indianapolis the first major U.S. city to receive these certifications for its water operations. Local investment – Veolia Energy has long served the St. Louis community and recently renewed their contract, while Veolia Water continues to serve several of St. Louis’ suburbs, including Edwardsville and Wood River in Illinois. Our key project team includes several St. Louis-area natives and residents. We have brought onto our team a number of local small-business partners to work with us in key engineering, communications and financial accounting areas. Finally, we have a policy of contributing to local non-profit groups in the communities where we work, with our Indianapolis project donating over $5 million through 10 years. In 2011, we donated over $1 million to local non-profits around the country. Industry leadership – Veolia Water is the world’s largest water company and is a recognized market leader in all disciplines of water and wastewater services and technologies. We are proud to be part of the global leader in water, energy and environmental services—Veolia Environnement—which invests over $170 million annually for research and development (R&D) to keep our offerings at the cutting edge of technology.

For ease of evaluation, the structure of our proposal mirrors the numbered sections listed in your submittal requirements. Please let me know if you have any questions with regard to this material or need any additional information (david.gadis@veoliawaterna.com, mobile 317-716-5683). We very much look forward to your review of this material and the opportunity to present our PPS proposal in person. Thank you again for your consideration. Sincerely yours, David Gadis, Executive Vice President Veolia Water North America Operating Services, LLC
Veolia Water North America Operating Services, LLC | www.veoliawaterna.com 101 West Washington Street, Suite 1400 East, Indianapolis, IN 46204 | Telephone/Fax: (317) 917-3718 | Email: david.gadis@veoliawaterna.com

Shontez (from cover) conducts his detection tests at Veolia’s Sauget, Illinois, incinerator facility across the river from St. Louis.

TiTle page

Water Utility Operational Efficiency and Value Creation Analysis City of St. Louis, Missouri — 9/7/2012
The information contained on each page of this document which has been stamped with the legend “Company Confidential - Trade Secret and Proprietary Information - Veolia Water” is confidential and proprietary information which constitutes a trade secret of Veolia Water North America Operating Services, LLC (Veolia Water). Veolia Water asserts a business confidentiality claim covering all data and information contained on each page of this document bearing this legend. No such data and information shall be disclosed outside of the agency to which this document has been submitted or be duplicated, used or disclosed, in whole or in part, for any purpose other than to evaluate this document.

table of ContentS

Table of Contents

01

ExEcutIvE summary

21 24

Plant operations and pumping Business management

27 03
04

2. FIrm ovErvIEw
Veolia Water overview

3.d. Innovative ideas for improving water operations 3.E. special requirements, circumstances, obstacles, codes and regulations and how we will address them 3.F. PPs’ joint project governance is a means to achieve efficient and effective implementation 3.G. Internal control procedures: Project management office results from the veolia water approach

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09 09
09 10 11

3. aPProach and InnovatIvE soLutIons
3.a. the veolia water team’s approach
We understand St. Louis’ challenges, and our approach fits your needs Peer Performance Solutions is based on partnership Peer performance solutions: overview of the methodology

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30 30

13 14
15

3.B. Effectiveness of the PPs approach 3.c. Issues/problems/difficulties expected
Distribution system

31 32 34 36

4. ExPErIEncE
new york city Indianapolis water Buffalo water

Company Confidential - trade SeCret and proprietary information - Veolia Water

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

38 40 42

winnipeg alliance atlanta/Fulton county Innovation by the world leader in water services and water treatment

57 57

7. m/wBE utILIzatIon PLan
veolia water brings the right experience, culture and commitment to partner with st. Louis’ m/wBE firms and disadvantaged community at large. minority and women-owned business enterprise utilization plan
Vector Communications Randle & Associates ABNA Engineering and AFRAM Corporation The Hauser Group

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43 43 44 44 45 46 49 49 52 52

5. ProjEct tEam
Introduction to the veolia water project team for st. Louis
Key project employees Team organization and roles Steering Committee Members Program Manager and Study Manager Figure 5-1. Team organization chart with project governance Figure 5-2. Personnel chart Office locations, percentage of time to be spent in St. Louis and licensing of staff Experience and qualifications of the subcontractors Team member availability List of employees by classification

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59 59 60 60

a

aPPEndIx a – othEr rEquIrEd InFormatIon

B

aPPEndIx B – rEsumEs

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6. ProxImIty
veolia companies have a proud tradition of service in and around the city of st. Louis. Knowledge of st. Louis geography and familiarity with the condition of older water utilities Local office and percentage of work in st. Louis
Local residents and overall level of familiarity with the St. Louis area

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ExEcutivE summary

eXeCUtiVe SUmmary

Executive summary
“The City’s Water Division is recognized for providing superior water quality to their customer base at a very competitive rate; however, there is a desire to engage specific expertise to assist in their effort to constantly improve.”
Like many major cities, St. Louis faces challenges from the declining economy, shrinking customer base, aging and underutilized infrastructure assets, a changing work force structure, increased regulation and elevated customer service expectations. PPS is a joint team approach whereby the Veolia Water team and the Water Division create taskforces to identify, evaluate and recommend cost saving ideas and projects. These are vetted by a Joint Management Committee, and the overall program is overseen by a senior-level Joint Steering Committee, so communication and documentation of all activities and their resulting implementation recommendations are built into the joint and shared process. The Water Division and the City, as appropriate, retain full and final authority to approve the implementation of the proposed SVR improvement initiatives.

This is exactly why Veolia Water created Peer Performance Solutions.
The challenges faced by the City of St. Louis and the Water Division are not new to us at Veolia Water. As a water utility peer, and the world’s largest water services firm, we have dealt first hand with the fiscal and operational challenges that confront the Water Division and are described in your RFP. With Peer Performance Solutions (PPS), Veolia Water and our exclusive team of local consultants become your close advisor and partner, working with you and your staff to identify, and where asked, to implement cost savings and operational improvements. Every day, Veolia Water delivers Service, Value & Responsibility (SVR) to our clients worldwide. PPS is our consultative approach to delivering SVR.

Service:

wE arE a PEEr watEr sErvIcE orGanIzatIon with unmatched experience and industry leadership in water utility operations and maintenance. We are “walking in your shoes” and dealing with and solving the same issues and challenges that you and your employees face every day, in cities and communities all over the United States and around the world. And we bring this wealth of diverse experience to bear to help you meet your fiscal, operational and customer service challenges. To bring the best innovation and technology to our municipal utility clients like the Water Division, our parent Veolia Environnement invests $170 million per year in research and development. We do this to make ourselves more competitive, and we bring this experience and investment to you. It would not be realistic to expect any municipal water utility to shoulder the costs to constantly improve…so as a peer water utility organization with the same goal of constant improvement, we have done it for you. FInancIaL staBILIty wILL BE achIEvEd through a top-down/bottom-up, dual-track process of driving operational efficiency and excellence and finding revenue enhancement and value creation opportunities.
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It all begins with a kick-off meeting

Value:

Our integrated project management team poses with the project charter, as North America’s largest public utility (New York City’s Department of Environmental Protection) kicked off a partnership with Veolia Water in November 2011 to reduce costs and improve utility services for the Big Apple.

Company Confidential - trade SeCret and proprietary information - Veolia Water

Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Veolia Water’s SVR vision for St. Louis

We seek to boost the Water Division to the next level of performance with our comprehensive SVR approach: Service for absolute reliability in performance and controls. Value in optimizing resource efficiency. Responsibility in support of social and environmental initiatives.

must be benchmarked with other utilities and have developed Key Performance Indicators (KPIs) to track performance. It should use innovative models for operations, labs, quality assurance/quality control and asset management. It must be energy efficient to offset ever-higher energy costs. The Utility of the Future looks first to operational efficiencies, procedures and bottlenecks before embarking on additional infrastructure programs that require capital to build, operate and maintain. As a peer organization to the Water Division, we understand these guiding principles as well as anyone. As you review our proposal it will become clear that the fiscal and operational challenges outlined in your RFP are being addressed by Veolia Water through Peer Performance Solutions programs in other cities and we are achieving dramatic and documented results for these clients. Whether it is in New York where we are implementing Operational Excellence programs that will potentially save as much as $130 million annually or in Winnipeg, Manitoba, Canada, where we are reducing and guaranteeing the capital costs of expansion, the success story is the same. Veolia Water, as a peer water services provider, can best meet the new challenges facing municipal water utilities today. The depth and breadth of water delivery and customer service experience, the technology investments, the innovative operational models and technology tools we have developed, all come together under Peer Performance Solutions to create the roadmap and then drive the implementation to Operational Excellence that leads to sustainable cost savings, financial stability, premier water quality and customer and stakeholder satisfaction. In closing, we are confident of the Value Creation potential of the PPS approach for the City of St. Louis and the Water Division, and we have already expended considerable time and effort in developing creative solutions to the challenge presented by the surge of forthcoming retirements due to the agingout of the current staff. under no circumstances, however, will we recommend any solutions that call for layoffs. Furthermore, we give you the assurance that we will address all of the identified areas and topics for the Phase 1 study. We hope our proposal conveys our excitement and belief in the mutual fit of our two organizations. If selected, our performance will exceed your expectations and confirm for you the value of a long-term PPS relationship between the St. Louis Water Division and Veolia Water.

This is where our global experience and investments in research, development and technology come to bear with numerous proven programs for water loss and leak detection, pressure monitoring and line-break forecasting, underground and aboveground asset management, metering expertise, large-account expansion and wholesale sales. Through these programs, combined with operational efficiency and excellence programs, we have identified, and are well on our way to delivering, up to $130 million per year in cost savings to the New York City DEP – approximately 10% of their operating budget.

Responsibility:

mInImIzE EnvIronmEntaL ImPact whILE maIntaInInG hIGh watEr quaLIty We believe and maintain that cost efficiency programs should not adversely affect water quality or customer service. That would be counterproductive and against our role as a peer water service provider and our corporate culture as protectors and stewards of the environment. Peer Performance Solutions is a program developed around operational excellence. Cost efficiency and savings result from operational excellence. Operational excellence most often improves water quality and service to the customer. Our technology edge, combined with our quality-based decisionmaking process as a peer water provider ensures continued confidence in water quality and St. Louis’ premier position in the municipal water industry.

SVR Vision:

to hELP you BEcomE thE utILIty oF thE FuturE. A Utility of the Future must have plans in place that respond to a changing world and a changing work force, dealing with succession, training and employee development. It

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Company Confidential - trade SeCret and proprietary information - Veolia Water

Firm ovErviEw

firm oVerVieW | SeCtion 2

2. Firm overview
St. Louis can achieve its strategic goals for the Water Division in operational efficiency and value creation with Veolia Water’s comprehensive approach to analysis and implementation, called Peer Performance Solutions.

Cities across the country, most recently New York and Pittsburgh, are seeking to take advantage of Veolia Water’s newest offering – Operational Efficiency and Value Creation, which we call Peer Performance solutions (PPs). This service provides our clients with the analysis and management techniques of our world-class staff of operational and technical experts. These same experts, who enable us to efficiently, creatively and compliantly run our contract operations, are now available in a consulting capacity to assist your management team and staff in identifying, prioritizing and implementing operational efficiencies and value creation initiatives across your utility. No other firm can provide such comprehensive expertise to ensure you get the greatest return on your water enterprise investment. That is because only Veolia Water, as the global leader in water solutions and services, has

the economies of scale to afford such an extensive staff of water utility subject matter experts. With Veolia Water, St. Louis gets insight and new ideas, programs and approaches on ways to increase the Water Division’s efficiency and/or revenues in order to postpone or lessen future water rate increases, as well as achieve other goals such as to improve customer satisfaction.

Your ambition matches our capabilities
The RFP you published features, besides your goals below, lists of target study areas, including the Water Division Support Services. These wideranging target areas encompass the vast majority of all aspects of your water utility operations. We have categorized these target areas into focused

with veolia water’s utility-wide assistance, the st. Louis water division can deliver safe, great-tasting water at the lowestpossible cost with the least environmental impact.
City’s Strategic Goals for Water Division
Reduce Overall Cost of Water Treatment

S V R

safe, great-tasting water

Maintain or Improve Revenue-to-Expense Ratio Continue to meet Partnership for Safe Drinking Water Quality Standards Maintain or Improve Water Main Repair Time and Efficiency Increase Wholesale Water Sales Reduce Non-revenue Water Maintain or Improve the St. Louis Water Division’s AA- Bond Rating
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lowest-possible cost

least environmental impact

Company Confidential - trade SeCret and proprietary information - Veolia Water

Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Figure 2-1. City’s Target Areas by Specialization
(from RFP lists on page 2-3* and pages 3† and page 4♦)
IT/SCADA
IT Functions* SCADA

Purchasing/Inventory/Fleet
Fleet maintenance*♦ Purchasing♦ Warehousing♦

P3 recommendations and implementation procedures† Major operational process evaluation for efficiencies (electricity, chemicals, people)†

IT Services♦

Laboratory
Lab data collection and transfers*

Customer Service
Customer Service* Call center♦

Water Operations
Metering recommendations with supporting data† Recommendations for consolidation or decommissioning of existing facilities† New business opportunities† New customer base (wholesale water)† Engineering♦ Inspection♦ GIS♦

Asset Management
Document retrieval and archiving* Asset management system* Implementation and upgrades* Heavy maintenance♦ Asset and SOP documentation♦

Human Resources/Training
Ideal preliminary table of organization to be further developed in Phase II* Organizational-makeup recommendations with cost savings identified and quantified† Human Resources♦

Finance
Timesheets/cost accounting* Work flows and approval process for routine activities*

Pricing and Organization (Structuring)
Benchmark data and comparison† Projected capital cost to implement improvements (business case)†

Sustainability and Energy Efficiency
High-level energy analysis and recommendations†

areas of expertise shown in Figure 2-1, above. These areas of expertise align well with the operational and technical expertise of Veolia Water. You will find that our Project Team discussion in Section 5 conveys the capabilities of the individuals and Veolia Water departments that line up with your target areas, enabling us to comprehensively analyze your water utility and help guide you through the difficult process of transformation and value creation. This alignment also facilitates the cooperative aspect of PPS whereby our staff works alongside yours on project teams. Our comprehensive peer-to-peer approach is described in detail in Section 3.

of Veolia Water as well as of our sister companies, including Veolia Energy, which has a long track record of successful operations in and around St. Louis.
PROJECT OFFICE LOCATION

Veolia Water overview
Veolia Water North America Operating Services, LLC (Veolia Water), will bring the experience and resources of our North American company to the St. Louis Water Division. Our corporate headquarters is in Chicago, on 200 East Randolph Street, and our corporate Business Operations Center is in Indianapolis, Indiana. Together, these offices are home to our firm’s Human Resources, Operations, Business Development, Technical Development, Finance and other management and support groups. Our Chicago office is also the North American headquarters office of all of the Veolia Environnement companies in the hemisphere. Veolia Environnement is the global parent company

Because of the collaborative spirit of PPS and our desire to build working relationships with the Water Division staff, we prefer to co-locate in your offices. If that is not feasible, we will draw on the local resources of our sister company, Veolia Energy (Trigen-St. Louis Energy Corp.), which provides centrally produced steam from a cogeneration facility to the central business district of the City, including Busch Stadium, the Convention Center and other large downtown facilities. The Veolia Energy facility is located downtown at One Ashley Place, St. Louis, Missouri, 63102. If we cannot co-locate, then this location will also serve as Veolia Water’s St. Louis headquarters for this project. Regardless of the location, we estimate that 75-80% of the overall study work will occur in St. Louis, including the portions of the due diligence that will take place at the two water treatment plants or throughout the City, inspecting distribution systems as required.
PROJECT PRIMARY POINT OF CONTACT

Steve Siegfried, Veolia Water Program Manager/Phase 1 Study Manager, will be St. Louis’ primary point of contact for our project. For purposes of this proposal, his address will be our Veolia Water-St. Louis office at

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firm oVerVieW | SeCtion 2

One Ashley Place. Steve’s email is stephen.siegfried@ veoliawaterna.com, and his mobile phone number 561-427-4442. Facsimile’s can be transmitted to Steve’s attention at number 317-917-3943.
BRIEF HISTORY OF OUR FIRM

Veolia Water pioneered water and wastewater contract operations services in the U.S., with the first municipal O&M contract in Burlingame, California, in 1972. It’s a strong relationship that continues today. Across North America, Veolia Water has direct operational involvement with 385 treatment facilities. Veolia Water companies provide contract operations and management services for some of the largest and most innovative projects in the world. In North America, these include ongoing projects in Atlanta/ Fulton County, Buffalo, Indianapolis, New York City, and Winnipeg. (Our five reference projects are discussed in more detail in the Experience section). In North America, and specifically the Central U.S., Veolia Water has historically operated the largest water system (Indianapolis, serving a population of almost 1 million) and the largest wastewater system (Milwaukee, Wisconsin, serving a population of over 1.1 million). The Indianapolis project, completed in 2011 with the transition to the new utility owner, involved O&M for eight water treatment plants capable of producing 225 MGD and 4,300 miles of water lines. At Milwaukee, Veolia Water operates a wastewater system that has two plants, 250 MGD and 360 MGD, and nearly 350 miles of complex underground conveyance systems for wastewater and stormwater. Our other ongoing large O&M projects for water systems comparable to those at St. Louis include:

Veolia Water companies in North America enjoyed a 94% contract renewal rate in 2011 and are the leaders in the water and wastewater operation and maintenance industry. Source: Public Works Financing (PWF) | March 2012

Buffalo, new york - In July 2010, Veolia Water began a 10-year partnership with the City of Buffalo for the O&M of their water supply system, including a 160-MGD surface water treatment plant and more than 785 miles of water lines. Veolia Water has committed to streamlining their operations to reduce cost, thereby reducing the burden on ratepayers. Our performance is measured against a 20-KeyPerformance-Indicator (KPI) matrix that measures various improvements across the utility, aimed at providing a higher level of service to Buffalo residents. atlanta/Fulton county, Georgia - Veolia Water, in a 50-50 joint venture with a minority-owned business enterprise, began O&M of the Atlanta/ Fulton County Water Treatment Plant when it started up in November 1990. Over the term of the contract, Veolia Water has worked with the facility owner, the Atlanta/Fulton County Water Resources Commission (AFCWRC), to triple the capacity of this plant using a variety of process improvement and capital improvement approaches. This state-of-the-art facility has been recognized with some 50 awards during our tenure, including the Distinguished Service Award from the National Council for PublicPrivate Partnerships. The project now includes O&M responsibility for the 90-MGD regional surface water treatment plant, a 200-MGD raw water pumping station, dual 54-inch raw water mains and more than 800 million gallons of reservoir capacity. These facilities provide water to consumers in the City of Atlanta and the North Fulton County area.
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Veolia Water’s first U.S. contract operation

The first municipal O&M contract in the country for the City of Burlingame, California, continues strong today (over 40 years later).

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

LONGEST-RUNNING VEOLIA WATER PROJECT: SEDIF

One international example is our longest-running project – in the suburbs of Paris, France (known as Syndicat des Eaux d’Ile-de-France — SEDIF). That contract, which began in 1923 and was most recently renewed in 2011, involves operating and managing a water system that serves more than 4.3 million people in 142 municipalities in the Paris region. (In fact, Veolia Water traces its involvement in the water industry back to the founding of Compagnie Générale des Eaux in 1853 — 159 years of water experience.) The key aspect of the SEDIF contract that is relevant to the needs of St. Louis includes the “smarter” use of people and technology in the distribution network. This was achieved by centralizing work planning for field personnel and deploying service vehicles connected to computers, printers, phones, etc., that had access to information systems such as customer history, technical information and GIS. We also implemented a comprehensive Change Management policy that achieved significant productivity gains through the implementation of a new organization with fewer work sites, a simplified organization chart, centralized work planning and reduced use of external suppliers by transferring those activities to in-house staff (i.e., in-sourcing).
HISTORY OF INNOVATION AND VALUE CREATION

Delivered a new water treatment plant for Tampa Bay Water at $100 million under the Design/Bid/ Build cost, as featured in a CNN report (see image at the bottom of the next page).

More than anything else, this history demonstrates Veolia Water’s capacity to adapt to the changing needs of the municipal market and to develop new service delivery models customized to each client’s particular circumstances, while delivering tangible value.
ABBREVIATED FINANCIAL INFORMATION Veolia Water is a strong partner to the more than 270 municipal and industrial clients that we serve across North America. In 2011, the Veolia Water companies in North America had revenues of more than $653 million.

As the survey (below) illustrates, the company is the leader in the O&M industry by a wide margin.

Since our start in the municipal O&M business, Veolia Water companies have introduced and/or adapted other notable innovations in our industry, including:

9% 7% 14% 23%
Veolia Water

7%

40%

Pioneering of Design/Build/Finance/Operate projects with communities such as Chicago, providing a comprehensive biosolids beneficial use system at one of the largest treatment plants in the world. Combined Performance Contracting with Delegated Management of City employees in Buffalo, under which a small Veolia Water management team oversees and directs the City staff. Introduced first “Alliance” model contract in North America, based on the U.K. Private Finance Initiative structure, at Winnipeg, Manitoba, under a 30-year agreement. Launched a first of its kind Operations Excellence project in the U.S., our ongoing Operations Excellence work with New York City under our delivery model that Veolia Water now calls PPS.

Revenues: $653M Renewal Rate: 94%

American Water
Revenues: $111M Renewal Rate: N/R

Southwest Water Services
Revenues: $110M* Renewal Rate: 90% Revenues: $153M Renewal Rate: 68%

CH2M Hill OMI United Water

Revenues: $233M Renewal Rate: 94% Revenues: $385M Renewal Rate: 80%

Severn Trent Services

2011 O&M/DBO Market Share of Big-6 U.S. Water Firms. Source: Public Works Financing (PWF) | March 2012 *Southwest Water Services estimated by PWF.

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Figure 2-2. Veolia Water Technical Specialists for St. Louis
IT/SCADA
Melissa LeMasters IT Manager Kip Edgley Director - Automation/Integration

Purchasing/Inventory/Fleet
Ed Collins VP of Sourcing

Water Operations
Jim Hurst, P.E., BCEE Chief Technical Officer Marvin Gnagy, P.E. - Water Process and Engineering Specialist Rudy Stein GIS/Inspection Specialist Ed Biskis, P.E. Metering Specialist Bob Martin Water System Director

Customer Service
Wendy Welser Customer Service Director

Laboratory
Bill Thompson Director - Laboratory/Compliance

Communications
Paul Whitmore Communications Manager

Asset Management
Bill Fahey Director - Asset Management Sherrae Davis Capital Program Specialist

Human Resources/Training
Elizabeth Parnell Director - Human Resources Tim Treger Training Director

Sustainability and Energy Efficiency
Ed Pinero EVP of Sustainability

Finance
Joey Tolbert Director - Finance

Pricing and Organization (Structuring)
Denny Tulenson VP of Structuring

As a further testament to the firm’s record of performance, Veolia Water companies in North America enjoyed a 94% contract renewal rate in 2011 and lead the industry with a 40% market share. Veolia Water companies in North America also have a greater number of long-term contracts than any competitor, with longevity of 40 years or more, demonstrating the firm’s success in achieving customer satisfaction. The Veolia Water companies in North America are also part of a global parent company, Veolia Eau – Compagnie Générale des Eaux S.C.A., which had revenues of more than $16.3 billion in 2011. The Veolia Water companies globally are in turn part of Veolia Environnement, S.A., the largest global company offering services in the areas of water, waste management, energy and transportation. Veolia Environnement, S.A., realized more than $38 billion in revenues in 2011, has an employee base of over 315,000 in 77 countries and is traded on the New York Stock Exchange. Veolia Environnement ranks 175th in the Fortune 500 list. Today, Veolia Water companies are the global benchmark innovators for water and wastewater partnerships. Whether the measure is customer service, application of operations expertise and/ or technology, the firm provides cost-effective, customized solutions to both large and small clients. In North America, Veolia Water companies serve 550 communities, managing the previously mentioned 385 water and wastewater facilities for municipal

and industrial customers throughout the continent and the Caribbean. Under these contracts we operate and manage (and in some cases also design and build) various types of facilities, programs and systems or provide consulting services to clients. Locally and globally, we continue to demonstrate market leadership in North America and around the world. These substantial achievements include successes in both industrial and municipal markets. Most recent examples include the company’s new contract with the Pittsburgh Water and Sewer

CNN reports on Tampa Bay Water expansion

Veolia Water’s capital program management successes were recently featured on CNN with a video report of our work for Tampa Bay Water, successfully completing the expansion of their regional water treatment facilities $100 million under budget.

Company Confidential - trade SeCret and proprietary information - Veolia Water

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Veolia Water is a major supplier of solutions to the exploding shale gas industry

Veolia Water has partnered with CONSOL Energy to treat 3,500 gpm of wastewater from three mines near Mannington, West Virginia. The treated effluent will meet EPA standards for discharge into the Monongahela River.

Authority. This contract applies Veolia Water’s new PPS approach, our proprietary consulting and implementation model, to utility management. The industrial side of our business also continues to grow. We recently signed a contract with Consol Energy to treat 3,500 gpm of mining wastewater from its Blacksville #2, Loveridge, and Robinson Run mines near Mannington, West Virginia. Veolia Water is a major supplier of solutions to the exploding shale gas industry.
VEOLIA WATER RESOURCES AND CAPACITY Veolia Water and our affiliated companies have 225 employees in the greater St. Louis area, which includes ongoing O&M projects with Wood River (where our firm has provided operations services since 1985) and Edwardsville (where we have worked with the City since 1987) in Illinois. In total, Veolia Water has a staff base of over 3,500 in North America, and our global company has resources of over 96,000 throughout the world. These staff resources include experts in all aspects of water and utility operations, as well as in related areas that

will be critical to the success of this new partnership with the Water Division. We note that the RFP requests expertise in several areas of Support Services, some provided by other City agencies. Since Veolia Water is primarily an operator of systems like you, our expert staff shown in Figure 2-2 (on the previous page) includes many subject matter experts in areas like purchasing, IT, fleet management, etc. Furthermore, Veolia Water will form a team that includes some of the same experts that just completed evaluating North America’s largest public water utility (New York City’s DEP) and are conducting a similar evaluation in Pittsburgh. In summary, what we bring to this new partnership with the City of St. Louis is specific experience with the operation and management of similar-size water systems (e.g., Pittsburgh, Buffalo) and a significant North American operating and managerial experience base and talent pool from which to draw.

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Company Confidential - trade SeCret and proprietary information - Veolia Water

a pproac h a nd inn ovat i v E s o lu t i o n s

approaCh and innoVatiVe SolutionS | SeCtion 3

3. Approach and innovative solutions
Using our proven methodology, Peer Performance Solutions, the Veolia Water team brings industry-leading operational and technical expertise to deliver creative solutions.

3.A. The Veolia Water team’s approach
We understand St. Louis’ challenges, and our approach fits your needs
The St. Louis Water Division, like many other bigcity utilities today, faces serious challenges on multiple fronts. As identified in the RFP, these include escalating regulatory requirements, elevated customer service expectations, complex business demands, a declining economy and customer base, imminent work force changes, significant technology shifts and other emerging concerns. The Water Division recognizes the need to engage assistance in their ongoing efforts to change how it conducts business to address these challenges. The RFP identifies the Division’s and the City’s primary goals in this procurement as:

in New York City and Pittsburgh, and is being applied to capital project procurement in Winnipeg, Manitoba, Canada. PPS is a methodology that is perfectly aligned to the City’s request because it:

Includes a comprehensive scope of services, from operational and technical evaluations to organizational assessments. Can be conducted in two phases – Phase 1, Study; and Phase 2, Implementation of Cityapproved recommendations. Bases Phase 2 compensation in part on performance contracting of recommendations accepted by the City. Is staffed with a Veolia Water managerial team that is supported by subject matter and functional experts drawn from the company and its local business partners, which are Citycertified minority business enterprises (MBEs) and women-owned business enterprises (WBEs). Partners with Water Division personnel starting in Phase 1 for joint analysis of the operations. The cooperative teamwork continues into Phase 2 implementation of recommendations.

Maintain water quality while reducing the cost of water treatment. Maintain or improve customer service levels. Reduce non-revenue water. Create sustainable financial stability for the long term. Increase wholesale water sales. Build a Water Utility of the Future on the solid foundation of the existing utility. Retain institutional knowledge and train the next generation as the current work force retires over time.

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Veolia Water has a proven approach, called Peer Performance Solutions (PPS), to help the Water Division achieve these goals. It is being implemented now in North America for operational improvements

Veolia Water’s core business is the management of utility systems like yours worldwide, so we are uniquely equipped to bring world-class practices to the Water Division. The challenges you face are the same challenges Veolia Water faces every day in the hundreds of utilities we manage throughout the world. With PPS, Veolia Water and its local partners will team with Water Division management and staff to identify, evaluate and implement improvements across your business, as well as identify new revenue sources.

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Peer Performance Solutions is based on partnership
PPS is based on the following principles:
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employees, assets, customers, the environment and the community. Pay for performance. Management consultant reports typically deliver analyses and recommendations, period. The report is put on a shelf and soon forgotten. Veolia Water’s approach for Phase 2 is to stay and help with the implementation phase by delivering the full value of the operational efficiency. Consistent with the RFP, our fee during implementation is tied to achieving documented, verifiable savings and KPI metrics. transparency. We will jointly develop KPIs for project tracking, and the project books will be open for your inspection.

Peer to peer. The guiding philosophy is that we are peer organizations working together at all levels to achieve improvements in the Water Division. We will also govern the project jointly, at peer levels, as discussed in subsection 3.F and depicted in the organization chart in Section 5. quick wins. Focus on the best ideas, giving priority to financial “quick wins” that can be implemented easily as well as quality improvements. Build momentum. Time is money, and the City is experiencing fiscal pressures. One objective is to deliver quick wins to show results to employees and the community, which helps build support and momentum. The momentum can feed itself for other longer-term solutions and project implementations Project tracking. Together we will create metrics, called Key Performance Indicators (KPI), to measure our results and then communicate our efforts and results on a regular, consistent basis. Balanced scorecard. We will track, using the KPIs, the costs and benefits in the areas of finance,

Our PPS approach is highly collaborative and relies on three levels of active partnership and joint governance, as used in New York City, Pittsburgh and Winnipeg – and discussed further in subsection 3.F:

Joint oversight of the partnership between the City and Veolia Water through a steering committee staffed with senior City and Water Division officials and senior Veolia Water representatives, together the project owners. Joint management of the partnership by a management committee and through the creation of peer-level working relationships (colocated if possible) between Division managers

Potential Phased-In Savings

lion $15.1 mil

$11.6 million

$8.2 million

For the Water Division and the City, engaging Veolia Water and its PPS approach will result in sustainable, long-term financial viability— providing a strong foundation on which to build a model Water Utility of the Future—achieved through operational excellence, proven technology enhancements and increased stakeholder value (for customers, the community, employees and the environment). For the ratepayers and the public at large, PPS will enable the Water Division to meet its overarching goal of delivering safe, greattasting water at the lowest possible cost consistent with minimal environmental impact and self-sustaining financial results—the same results PPS is delivering today in New York City.

Potential cumulative savings over 5 years

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and Veolia Water managers who will meet regularly as a Committee.

Project teams will be actively involved at the ground level with supervisors and managers, soliciting their ideas for improvements.

We performed an initial desktop assessment based solely on publicly available information, and we believe the PPS approach will help identify from $8 – $15 million in cumulative savings over a five-year implementation period. Subject to confirmation in Phase 1, these could include significant savings from improved operational and business processes in such areas as: water treatment and distribution, engineering and capital management; procurement, finance and administration staffing and practices; management of field operations; and establishment of up-to-date asset management systems. These savings are in line with our own O&M experience with comparably sized systems.

“No layoffs” is our mantra

Efficiencies and value will be created without laying off employees of the Water Division.

surveyed afterward, who felt their concerns had been openly and honestly addressed. The next step will be to conduct a visioning and brainstorming session with Veolia Water and Division leaders to elicit the best intelligence and ideas, as well as barriers and obstacles, leading to a shared Vision (what we want to achieve), Mission Statement (why and how), and Rules of Engagement (how we will work together). The final step will involve another session for prioritization of ideas so they can be ranked on the basis of importance (savings and quality improvement potential), feasibility (ease of implementation) and relevance to the agreed Vision. Vector Communications has years of experience in facilitating strategic planning and visioning, employee and public engagement, and organizational development.
PHASE 1, STEP 2: HIGH-LEVEL “TOP DOWN” ASSESSMENT

Peer performance solutions: overview of the methodology
The Veolia Water and Water Division team will develop a multi-step “Made in St. Louis” approach that will be customized, prioritized and implemented at your direction:
PHASE 1, STEP 1: PPS PROJECT STRATEGIC PLANNING AND INITIATION

In a series of initial interviews and workshops, Veolia Water, with their local partner vector communications, will engage senior leaders from the Water Division and the City in launching the project. This will include a series of individual interviews to determine perceptions, concerns and desires about improving the Division’s operations through the Veolia Water contract. Vector has conducted this type of exercise for several other City initiatives, including the city-wide parks and open space plan and the City’s regional community centers plan. Veolia Water and its partners will host a kick-off event to introduce our team to employees in a casual setting (for example, a picnic with local food trucks). The event’s messaging will reassure employees of no layoffs and showcase how the project will elevate the Water Division’s service. In Pittsburgh, this event received very positive reviews from the employees

Veolia Water and its local partners will jointly conduct a high-level assessment across the entire utility. All functional areas as well as individual operational units will be evaluated, including all areas listed on RFP pages 2 and 3. We will gather information and evaluate the Division’s current operating and administrative practices, costs and budgets. We will review all aspects of the Water Division’s current responsibilities and practices against industry and selected peer standards (e.g., AWWA, others). We will also conduct one-on-one interviews with managers and supervisors to get their perspectives on the challenges the Division faces and solicit their ideas for improvements.

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Following a competitive procurement, the Pittsburgh Water and Sewer Authority began negotiations with Veolia Water earlier this year (May 2012) to, among other things, help them improve the utility’s overall efficiencies.

The accounting and financial analysis for the assessment will be led by Jeffery Randle of randle and associates. They have nearly 15 years of audit experience with City government. They will assess the administrative areas identified in the RFP such as:
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largest in St. Louis, will assess large pumping systems, water treatment processes and system capacity assessments. In this step we will also analyze and jointly develop the maximum potential for labor efficiencies based upon any work redesign, organizational changes, and new activities. Major components of the labor analysis will be the ability to in-source contract work and working to capture institutional knowledge before natural attrition disperses it. We acknowledge the City’s policy regarding layoffs and categorically state that under no circumstance will Veolia Water recommend layoffs to generate savings. We recognize that many of the senior managers and experienced operators will be retiring in the near future. Developing plans and methods to retain their institutional knowledge is important to the succession. As Utility Operators, we have experience in working with the unions and training a young generation to replace the retiring one. This is done through employee training, mentoring, internship programs and succession planning. We have developed a mentoring and internship program in New London, Connecticut, that has successfully brought in, developed and replaced 25% of the retiring support staff and 50% of the retiring managers over the past three years. Phase 1 deliverables will comply with all RFP requirements, including: 1) Project kick-off meeting 2) Project schedule 3) Monthly updates to the Water Division 4) Monthly expenditure reports 5) Optimization study 6) Optimization study briefing to utility division management.

Workflows and approvals Timesheets and cost accounting Cost and effectiveness of services purchased from other City departments

If selected for Phase 2, Mr. Randle will also lead the effort to document the operational and financial baseline to determine the savings from agreed-upon recommendations for Veolia Water’s performance compensation. We will complement this numeric benchmarking exercise with data-gathering site visits and ridealongs by Veolia Water’s experienced operations and maintenance personnel and our subject matter experts, as needed. During site visits, we will interview management personnel and key staff and gather information to compare the desktop results against the realities on the ground and to qualify a first set of potential improvement opportunities (some of which will have been identified in project strategic planning). With regard to data gathering and assessments of plant and field operations, our activities will be supported by our local partners aBna Engineering and aFram corporation, who together have decades of experience related to managing and evaluating utility projects in and around St. Louis. jacobs Engineering, one of the most experienced design engineering firms in the country and one the
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If selected for Phase 2, the process, briefly described below, will continue as follows:
PHASE 2, STEP 1: GROUND-LEVEL “BOTTOM-UP” DIAGNOSTICS

Phase 2 will proceed with joint teams of Veolia Water subject matter experts and Water Division leaders focused on operational units like treatment plants, fleet maintenance, distribution system and procurement. We will prepare reports with full business cases for implementation of improvements. The business cases will recommend measures to improve and/or streamline operations and administrative procedures with a focus on increasing efficiencies and reducing costs. The business cases will document savings versus baseline and outline the implementation steps necessary to achieve the savings.
PHASE 2, STEP 2: PRIORITIZED ACTION PLAN FOR IMPLEMENTATION

Working with our local partners vector communications, specialists in public outreach activities, and the hauser Group, specialists in media relations, we will support ongoing implementation efforts. Where appropriate we will help with the following tasks:
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Design training and development programs. Conduct public outreach activities including communications and media campaigns. Make the case for required policy or legislative initiatives. Pursue other activities required for the successful implementation of the approved recommendations.

The RFP contemplates a Phase 3 for which the scope of services will be negotiated. There is a specific requirement, however, for an audit of savings as the basis of performance compensation.
PHASE 3: AUDIT SAVINGS AND CONTINUE IMPLEMENTATION

The project teams will submit reports summarizing findings and present business case analyses and recommendations. Then, we will jointly prioritize specific recommendations based upon financial/ quality impact, ease of implementation and relevance. Based on the recommendations that the Water Division accepts, we will then present a prioritized action plan to the City. This Action Plan will detail what is required for successful implementation. With the PPS approach, the Plan should truly be owned by the Water Division and the City, since Water Division staff will have participated fully in the Plan development.
PHASE 2, STEP 3: IMPLEMENT CHANGE INITIATIVES; SUPPORT IMPLEMENTATION WITH PROJECT TRACKING AND PUBLIC OUTREACH AND COMMUNICATIONS

As discussed above, the documentation of savings by validating baseline costs and auditing the actual savings will be led by Veolia Water and supported by Jeffery Randle of randle associates.

3.B. Effectiveness of the PPS approach
Our PPS offering is based on the decades of handson experience we have gained in operating, maintaining and in some cases reviving municipal systems. As discussed above, this is the experience we will draw upon for this project. With respect to PPS itself, the best evidence to date of the impact of PPS is the early results from New York City. New York City DEP’s internal newsletter, Weekly Pipeline, communicates the progress of

The implementation of Division and/or Cityapproved change initiatives will be undertaken by joint Veolia Water-Water Division teams. This is necessary for the changes to be accepted by the total organization and embedded in the organizational unit. The Water Division will need a clear and persuasive case based on solid facts for transformational changes. Together, we can design the appropriate metrics for measuring change impact and publish those to employees and other stakeholders. We will help you plan and implement what is required to really change frontline behaviors and sustain improvement. We can maximize lasting benefits for your residents, ratepayers, employees, environmental advocates and other stakeholders.

Branding your initiative

We found it useful to have a short, branded name for the initiative in New York City, where the leadership and graphic artists combined to create the OpX name and logo.

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the operations assistance project, which has been dubbed OpX, short for Operations Excellence. Commissioner Carter Strickland recently restated his view of the benefits of OpX in his column Commissioner’s Corner: “Now we’re able to draw upon Veolia’s international experience with likesized utilities as we seek to streamline workflows, boost productivity, identify opportunities for efficiency gains, and keep future water rate increases as low as possible – all while maintaining our high environmental and customer service standards.” Although Phase 2 is just beginning, the following cost-saving initiatives are being implemented (as quoted from DEP Commissioner Strickland’s March 6 Commissioners Corner):

fleet maintenance from a 120 to 180-day cycle – a step that should not affect overall vehicle performance. This not only immediately saves money but it also frees up our mechanics to better focus on our heavy-duty or specialized vehicles so they can get back out into the field as quickly as possible. The estimated cost savings for this initiative is $400,000 annually.” Commissioner Strickland went on to conclude, “The total savings of these and other quick wins is between $8 and $9 million annually. They are also a good representation of what OpX is working on: maintaining our standards but in a smarter and more efficient way.”

chemical Procurements. “After the OpX team performed a detailed analysis of what other utilities pay for chlorine and fluoride specifically, we noticed that the prices we have been paying did not reflect today’s market. In a joint effort [among NYC bureaus], we immediately went back to our providers with our findings and they agreed to reduce our rate to better reflect what the market dictated. That alone saved $750,000 annually.” vehicle maintenance. “After reviewing what other similar-scale agencies like the MTA do, we have decided to change light and medium-duty

3.C. Issues/problems/difficulties expected
The Veolia Water team will address all of the listed RFP topics in our comprehensive Phase 1 study
Based on previous discussions with the Water Division and site visits and our desktop analysis, we identified particular areas of opportunity that we would like to highlight for Phase 1 investigation (not excluding the other topics in the RFP). Below, broken down into functional areas, are the selected topics:

Veolia Water achieves quick wins in NYC!
New York City DEP Commissioner Strickland is pleased with Veolia Water’s effectiveness on the project, affirming the savings created within the first nine months, “The total savings of these and other quick wins is between $8 and $9 million annually.”

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Improving underground water supply assets near Wall Street

Part of our analysis of New York City’s water utility involved an assessment of their distribution system and underground asset management.

distribution system
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Non-revenue water audit Assess water mains Identify the economic cost of leaks Review pressure management systems Meter system review and accuracy analysis Large meter accuracy and replacement schedule Metering flat rate accounts InfoNetTM for underground asset management Fleet reliability and maintenance SCADA instrumentation and control Treatment plant operations and water quality Lab operations and lab data management Energy efficiency and sustainability Above-ground asset management (AGAM) Customer service and the Customer Information System Purchasing and inventory IT and data archiving and retrieval Opportunities for additional wholesale water sales

cities of similar size. The Water Division’s average day production is 135 MGD. Based on the wholesale records provided with the RFP, sales to St. Charles Water District #2, American Water and St. Peters/ St. Charles averaged 16.6 MGD over the past year. The average consumption for the 94,000 retail customers is 1,260 gallons per customer per day, which is very high compared to systems to which we are familiar. The State Auditor’s Report noted that many City institutions and facilities, such as the zoo and many park areas, receive unmetered water. However, spending the capital to install meters is not necessarily the right solution, because the activities of many city departments support each other.
NON-REVENUE WATER AUDIT

Plant operations and Pumping
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Business management

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Conducting a non-revenue water audit is essential to understanding where the water is going and is the first step in developing a business case for any investment to minimize lost water. There are several related studies that will be conducted as part of the non-revenue water audit. The outline below covers the information that will be collected and the analysis that will be done and then compiled into a non-revenue water report. In addition, estimates will be made of non-metered water use, such as the parks, municipal functions, public works use and firefighting. Components of the water audit include the following:
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Distribution system
In St. Louis’ distribution system, one of the overriding concerns is the non-revenue water and developing a realistic model of where the water is lost. The water-use-per-customer is much greater than other

Leakage economics Review of main break records Review of pressure management systems and distribution system SCADA Main break modeling analysis

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Veolia Water will bring to the Water Division our management techniques for leakage control that have developed over decades of managing systems with old pipes. Leakage control starts with an economic evaluation of the production cost of the lost water. Finding and fixing leaks costs money and that cost needs to be balanced against the savings.
IDENTIFY THE ECONOMIC COST OF LEAKS

Our assessment helps you prioritize water main renewal, factoring criticality & breakage probability

Veolia Water has developed a robust underground asset management program staffed with several industry-leading experts, who provide critical insight on all of our contract O&M projects.
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Metering system accuracy analysis Large meter accuracy and replacement schedule Economic analysis of residential metering for flatrate accounts

Veolia Water will conduct an economic analysis of the incremental cost to produce water from the Division’s plants. The cost of water production will be a basis for how much money is reasonable to spend on leak detection, main break and service line repairs. If water were nearly free and the cost to reduce leakage were $1 million dollars for every 5% reduction in leakage, there would not be a business case to reduce leakage. Conversely, if the cost of water were $4 per 1,000 gallons and leak detection and repair could be done with existing equipment and labor, there would be a significant incentive. This analysis will establish the cost parameters for the economics of the water loss management strategy. We have found that there is an economic cut off below which pursuing further reduction of leakage does not make sense. The non-revenue water audit will provide a detailed accounting estimate of where non-revenue water is going and the estimated loss for distribution system leakage. With an estimate of the percentage of leakage and the incremental cost to produce water, a financial analysis will be conducted to identify the expected cost to find and repair water main and service leaks.
REVIEW PRESSURE MANAGEMENT SYSTEMS

ASSESS WATER MAINS Water main breaks have received significant attention from the public and the media in St. Louis over the past several years. The Water Division is responsible for operating and maintaining 1,200 miles of water mains. Like numerous other older industrial cities, many of the water mains were installed prior to 1935 and are now over 75 years old. Veolia Water has significant experience operating systems with pipes of the same age, for example in Buffalo, whose system is the same vintage as St. Louis’. Just because the pipes are old does not necessarily mean they are beyond their useful life. The old pit cast iron pipes from pre-1935 have very heavy walls and may have many years of useful life left. Through underground asset management, the pipes with the most main breaks can be targeted for enhanced leak detection and replacement when the funds are available.

Water pressure surges, called water hammer, can be caused by pumps, valve closing and electrical outages that shut down pumps immediately, instead of slowly. Many old pipes were not bedded properly, and the ground movement from cold temperatures, dry conditions and traffic has taken its toll, weakening the pipe walls. Water main breaks are the end result of water leaks that go undetected and, therefore, are not repaired in time. Flowing water (especially under pressure) exerts a very strong erosive force, even on iron pipes.
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Veolia Water will evaluate distribution system pressure management. Most systems manage their pressure through combinations of tanks and pumps. The SCADA control system or operators that start and stop the pumps are critical factors in preventing surges that cause main breaks. We have found that reviewing system pressures, surge valves settings, pressure control valves settings and large pump starting and stopping sequences provides the basis for an action plan to reduce main breaks. Pressure management in the different zones is critical for system performance and leak control. Veolia Water frequently installs variable frequency drives (VFD) on pumps to achieve electric savings and has found that there is a related decrease in the number of main breaks. Starting and stopping huge

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pumps (of the type in Water Division’s plants) can put extreme pressure surges into the distribution system. Our local partner, Jacobs Engineering, has particular expertise in the design engineering and operation of large pumping systems.
Main Break Modeling Analysis

Pressure management analysis will be followed by a review of main breakage. Veolia Water will review the Division’s operational records for leaks over the past three – five years and use the data to identify trends and spikes. If the main break records have sufficient data, such as pipe age, location, bedding material and break type, we can evaluate the data and gain useful insights. We have seen from other operations that a thorough evaluation of the data can uncover trends in leaks and identify what pipes and age ranges of pipes are more prone to break. We also like to compare break trends against weather and operating conditions.
Main Break Modeling with MOSARETM to Identify Which Lines Are Likely to Break

Calculation of section failure probability

To project the anticipated failure rate forecast by the MOSARE application onto other network sections, the rankings are put into representative and statistically independent families.

Rather than conducting a systematic grid-by-grid approach to the implementation of leak detection, Veolia Water proposes a more targeted approach by first determining the pipes within the water system that have the highest probability of failing based on the statistical frequency of failures over the past five years. Veolia Water has developed a rigorous and validated statistical risk assessment tool called MOSARE that could be used for the baseline risk assessment and prioritization of leak detection efforts, if there is sufficient data.

MOSARE starts with the GIS system attribute data (including water main break history) and, through a comprehensive, data-intensive approach, analyzes the existing break history relative to the various types, ages and sizes of pipe until correlations are found between the breaks and certain pipe variables. The output of this tool is a risk assessment score that determines the order of how leak detection efforts are implemented. Simply stated, it identifies the mains that are most likely to break. This approach allows the areas with highest risk of future water main failures to be tested and evaluated first. Different leak detection techniques and tools are used depending on pipe materials and sizes. Large-diameter pipes require even more specialized tools, while on-line loggers can be used
Determination of a multi-year renewal of the network

The MOSARE software is highly effective and useful in providing a community with a simple and effective mechanism to justify and cost effectively execute network renewal projects. The MOSARE intervention program, which takes into account any short-term constraints to the program, is adjusted at least annually so that the renewal projects are always optimized against current technical and economic conditions.

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without considering the potential return on investment for changing the size or type of meter for the application perpetuates metering inaccuracy and loss of revenue. The Water Division has approximately 13,100 meters in the field. We will review the meter records for age, testing cycles and accuracy. Determining the accuracy of the existing meter base is important to estimating the amount of additional revenues that might be generated through replacement. Accuracy therefore significantly impacts the business case for the meter system change out. It is also important to use this approach to determine which meters should be replaced and which meters should be retained and retrofitted with a new reading system. During the Phase 1 Study, Veolia Water will review the meter base for accuracy and identify if an enhanced testing program would be cost effective in maintaining meter accuracy. We will review the meter maintenance and replacement program to identify enhancements that will increase revenue cost-effectively.
LARGE-METER ACCURACY AND REPLACEMENT SCHEDULE

Should St. Louis switch to a fully metered system?

Any possible course of action will have to be analyzed from the conflicting perspectives of lost revenue and water affordability for citizens.

in smaller sections to assist in fine tuning the areas where full leak correlation is needed. The Phase 1 Study period does not provide enough time to fully load the MOSARE model and run an analysis. We can determine from the main break data if MOSARE is a tool that will bring value and can be used in Phase 2.
METER SYSTEM REVIEW & ACCURACY ANALYSIS Meters are the Water Division’s cash register. These meters must be accurate to collect the full value of the water services that are provided to its customers. The meters must be accurate to ensure customers are treated fairly. The proper size and type of meter must be used for the right application to maximize revenues and minimize operating and capital costs.

Our experience in managing 20+ million meters has determined that age and/or usage are not reliable indicators of meter accuracy. That experience is confirmed by a recent AWWA Water Research Foundation project titled, “Accuracy of In-Service Meters at Low and High Flow Rates”. Our experience also indicates that replacing meters “like for like”
Pulled meter tests: There was no significant correlation between meter performance and throughput or meter performance and age. source: Water Foundation Study, AWWA Workshop June 2010, ACE Annual Conference

Accurate big meters realize big money. Most municipal systems record the majority of the water sales with the large commercial meters. The 1,000 to 2,000 two-inch and larger meters should generate the majority of metered income for the Division, so their accuracy and maintenance are critical. The location of large meters also provides challenges of access that can be effectively addressed through reading automation. Our initial analysis will focus on large-meter accuracy and ensuring that the right size and type of meters are provided in the right meter setting. In Indianapolis, after an accuracy check, a quick commercial meter change out generated $2 million in incremental revenue the first year. Veolia Water will review the complete two-inch and larger meter database, including billing and revenue information and field test information conducted over the last five years, to determine accuracy and selection of which meters should be considered for additional or more frequent field testing. Depending on make and model, some meters may be obsolete or expensive to repair and maintain. We will review existing records to determine which meters might be candidates for removal from service. We will conduct a site survey on a sample of

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meters to collect information needed to determine meter sizing, application, meter-setting issues and replacement service work requirements, which will assist in developing equipment and service cost estimates. Using the existing test results, account billing and site survey information, we will conduct a meter sizing and setting analysis and extrapolate these findings to the rest of the two-inch and larger meter population. It is likely that a significant proportion of the existing large meter base is oversized and has the incorrect type of meter and setting for the application and, therefore, is subject to replacement and repairs. Some accounts might need to be reduced by more than one size. If a large-meter replacement program is identified from Phase 1 as value-creating and approved for Phase 2, a more detailed review of each size will be conducted along with a phone survey with the building engineer or owners to confirm meter sizing estimates and determine if there are any abnormal flow patterns that could affect sizing and selection decisions. We will review with the Division the potential application of magnetic flow meters as a way to increase metered revenues, address difficult meter settings that can be very costly to revise to be compliant with vendor requirements, and minimize maintenance, operating and future capital costs. We will also review with the Division the use of electronic meters that have recently come to the market that can affect the sizing of two-inch and smaller meters.
METERING FLAT RATE ACCOUNTS Most of the residential customers (80,430) do not have meters and receive flat-rate bills based on the number of rooms and/or plumbing fixtures. Accounting for and billing all the water used may logically imply a residential metering approach, but first, a thorough evaluation of the costs and benefits needs to be conducted. Typically, when a residence is metered, the water consumption declines once households become aware of their actual consumption and relate it to unit cost. This can lead to a decline in production cost but will also result in a decline in revenue.

Veolia Water optimizes underground asset management to reduce overall costs

A planned, focused program for network renewal goes a long way toward ensuring that the right segments are selected for replacement in light of the priority of the pipes in the system, the consequences of their failure and the opportunity to make the most cost-effective repair at a particular time.

radio-read heads could cost in excess of $20 million if done with internal Division personnel. The cost of the metering, meter maintenance, and scheduled testing or meter change outs needs to be fully evaluated to understand the cost and benefits. As part of Phase 1, Veolia Water will review the ordinances and work with the Metering and Distribution staff to understand, analyze and report on the challenges, costs and benefits.
INFONET™ TOOL FOR UNDERGROUND ASSET MANAGEMENT (UGAM)

Veolia Water will review with the Water Division staff the benefit of implementing an UGAM program. Veolia Water has extensive experience in the implementation the InfoNet software system for managing work orders, routine maintenance activities and main breaks in the water distribution system. Our Phase 1 report will have a fully developed program with cost estimates to implement a state-of-the-art UGAM system. The InfoNet tool runs on top of a geographic information system (GIS). If the City has an existing system, Veolia Water will evaluate the system for accuracy and usability. If there are issues with the system, we will reach out to other sources for a GIS base to utilize. The InfoNet software is a GIS-based work order system that maps the work orders and attributes of all the distribution system components, pipes, valves, fire hydrants, repairs and areas needing repair and replacement. The InfoNet tool enables staff to plan, construct, rehabilitate and maintain the distribution system with a risk-based approach that leads to greater efficiency. Distribution piping document retrieval and archiving is just a click of

Another metering consideration is the possibility that there could be public dissatisfaction associated with metering small homes with very high occupancy (in poor neighborhoods). Additionally, installing 80,430 meters with inside setters and

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GIS comprehensive snapshot

Our InfoNet software platform will integrate with the City’s GIS and merge the CCTV survey and defect database to “snapshot” the locations of specific defects and create work orders through mobile electronic field devices.

a mouse away. Work orders, main break records and automatic updates to the distribution system mapping are all done on a GIS-based program, instead of requiring drawers full of service cards, books full of valve measurements and flat files full of old, yellowing maps. The InfoNet tool has a mobile application that provides an efficient replacement for paper-based data collection methods. Staff can use the InfoNet application to schedule data collection tasks, and work orders can be passed to operators in the field. Field devices can use a mobile data connection to connect and synchronize with the office, not only to upload collected data, but also to receive work order updates. The InfoNet tool is designed to minimize data transfer, meaning that this process is both fast and cost-efficient. The InfoNet mobile application can work completely offline, allowing teams to continue their work where a data connection is not available. The field device can then be synchronized at a later time, either when a mobile data connection is again available or with access to an office network. Key functionality that the system provides includes:

used are automatically removed from inventory in order to maintain a real-time inventory.

reporting – There is full reporting for all database information. Failure modes – When an asset fails and a corrective work order is generated, the question should be asked, “What was the cause of the failure?” InfoNet-based information can be used to help perform a root cause analysis of failures and to understand their cause.

Ready access to this type of information brings with it obvious advantages, including documenting tasks, and planning and prioritizing field work.
FLEET RELIABILITY AND MAINTENANCE

tasks – Scheduling jobs on a fixed (do it every xx days) or floating (do it yy days since the last time) basis allows for the setting of the priority of jobs and assigning personnel to those jobs. work orders – Work orders can be tracked, identifying who worked on a job, what parts were used and the total cost of the work order. Parts

Veolia Water has extensive experience with fleet management and maintenance. Buffalo Water, Milwaukee Metropolitan Sewerage District and Indianapolis all have extensive fleets of vehicles and equipment that we maintain and manage (or did under the Indianapolis contract, now completed). As part of the Phase 1 Report, we will review the age, condition and functionality of the Division’s fleet. We understand that the maintenance for your fleet is primarily done at the Police Department maintenance shop. We will review the records for cost effectiveness and quality of that arrangement. As a utility service fleet ages, the maintenance costs increase and the dependability diminishes. There is a right time to replace vehicles based on reliability, resale value and maintenance cost. We will develop

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a full aging and replacement schedule for all of the vehicles and identify the capital requirements. The conventional wisdom of many utilities is to run the trucks until the wheels fall off. In Buffalo, we found that the New York State piggy-back purchasing program offered trucks at significantly reduced rates. The value of pickups and 1-ton utilities after four to five years when their retail value was still high allowed Buffalo to rotate the fleet on a regular basis at less cost than keeping old trucks on the road.

Veolia Water’s CARMS model predicts maintenance
Veolia Water utilizes a propriety model called CARMS, which helps predict maintenance needs and costs. This technology has proved invaluable as we perform proactive maintenance for the Milwaukee sewer system, which services 28 communities as part of a regional sewer system.

Plant operations and pumping
SCADA INSTRUMENTATION AND CONTROL

Supervisory control and data acquisition (SCADA) system feedback to operations personnel is critical to optimize plant treatment processes, control pumping into the distribution system for pressure control and maintain tank levels. The ability to store information and present it in useful ways is essential to making process-performance observations and control decisions that lead to optimization. Veolia Water’s SCADA and instrumentation experts will review the SCADA system and make recommendations for modifications to the existing systems at the plants and distribution system. We will review the software, hardware, conductivity, programmable logic controllers, instrumentation, backup and data management. A robust SCADA system is critical to efficient operations, allowing the operators to manage the system and get realtime feedback for process decisions. Such a robust

system will have the ability to draw data from the appropriate points and to report data in a flexible manner.
TREATMENT PLANT OPERATIONS AND WATER QUALITY

Veolia Water will review the treatment plant operations and identify the opportunities to optimize unit process control, the Division process control plan (PCP) and the SCADA system. The plants should have a written PCP designed to guide the operators in managing the treatment process in the plant. The site-specific plan for each Division plant will provide a formal structure for review of a wide range of daily O&M activities against specific performance expectations. The PCP approach results

A robust SCADA system is critical to efficient operations, allowing the operators to manage the system and get real-time feedback for process decisions.
In this photo, our dedicated operators monitor data points and trending conditions for our 122-MGD treatment facility for the City of New Orleans, Louisiana.

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LAB OPERATIONS AND LAB DATA MANAGEMENT

At the heart of process control as captured in the PCP is laboratory management. Accurate and precise analyses are essential to process control and reporting. Veolia Water will review quality assurance and control (QA/QC) procedures as outlined by the U.S. EPA and the National Environmental Laboratory Accreditation Conference (NELAC) relative to the Division’s laboratory management programs. Veolia Water’s Laboratory QA/QC program (as required by federal law) serves two main functions:

The heart of process control: the lab

The efficiency and effectiveness of lab operations are critical to the ability to generate data and analysis to improve operations and to train employees.

Determines quality through continually monitoring the reliability of the results (accuracy and precision). Controls quality through the use of good equipment, analytical grade reagents, etc.

in efficiently operated facilities that conserve utilities and resources while minimizing environmental impacts and providing reliable service for customers. Recognizing the particular emphasis the RFP places on the need to capture institutional knowledge before senior staff retires, we will place a high priority on interviewing the staff and writing or revising requisite SOPs. Each plant’s PCP should include the following elements:

In conjunction with Veolia Water’s QA/QC evaluation, we will review the sampling plan relative to the U.S. EPA-required sampling schedule. The staffing certifications and compliance with U.S. EPA standards will be reviewed and reported on. An efficiency evaluation will be conducted of the laboratory to identify optimization potential for laboratory analyses.
RECORD KEEPING AND REGULATORY REPORTING

Early warning system – This PCP-based system helps ensure that regulatory requirements will be met. Any outlier in the target range of a monitored parameter is flagged before it approaches a point of regulatory non-compliance. standard operating Procedures – We understand from the RFP that some SOPs will need to be created. Where they exist, SOPs will be reviewed for each unit process and evaluated to ensure they reflect operating strategies, protect equipment, protect the environment, and ensure compliance and safety. O&M personnel will be interviewed on the knowledge and compliance with SOPs. Individual SOPs typically cover routine O&M activities for each process, chemical loading and unloading practices, solids handling procedures, sampling and laboratory procedures, communications protocols and many other activities required for facility operations.

The on-site laboratory at each facility maintains records in bound, numbered record books with sequential pages to allow data entry in chronological order. Once validated to ensure no errors or transposition have occurred, the data is entered into the laboratory information management system (LIMS) data management program. From the LIMS, process controls are developed. Veolia Water will review the records for effectiveness and efficiency of data archiving and retrieval. In addition to the lab, we will review the status of record keeping in all functions and operating areas, such as GIS, accounting, asset management, operations, health and safety compliance, etc. The efficiency and effectiveness of this activity is critical to the ability to generate data and analysis to improve operations and to train employees, an important need of the Water Division.
ENERGY EFFICIENCY AND SUSTAINABILITY

Veolia Water will review the plants’ operations and water quality to identify areas for optimization. The Phase 1 report will identify opportunities for savings and estimates of capital requirements.

Veolia Water has programs, management tools and policies and procedures to ensure that compliant, cost-effective operations exist at all our projects. We continually strive to improve efficiencies and control

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costs. Two of the key areas to explore for reducing operating expenses under this Operational Efficiency Analysis for the Water Division include power consumption and chemical use.
Power Consumption

Veolia Water will review the electricity and operating data from the treatment and pumping systems and evaluate the operations for efficiencies, especially with regard to pumping raw and finished water. We will perform evaluations for each major piece of equipment to determine its efficiencies and make recommendations to fine-tune its performance to reduce power consumption. We will be assisted by specialists from our partners AFRAM and Jacobs Engineering in these areas. Pumping equipment found to be below acceptable levels will be identified and the cost for rehabilitation or replacement will be compared to the increased efficiency. Optimal operating practices and ranges will be recommended for inclusion in the plant and pumping system PCPs and SOPs. Veolia Water will review the existing PCPs and SOPs for accuracy and compliance, as they form a basis of consistent practice and common knowledge among operators. Additional sustainable characteristics of our review of equipment will include the use of the following:
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Buffalo Water’s flywheel pumps are living museum

Our operations for the City of Buffalo, New York, have exposed our experts to some of the opportunities for improvement in older plants.

the chemical systems to ensure they are closely monitored and controlled to ensure treatment objectives are met in a cost-effective manner. Dosages should be optimized, tracked and set to meet the demand. We will make recommendations for inclusion in the PCP and site-specific SOPs to reflect optimal operation, forming a basis of consistent practice and common knowledge among operators. In New York, we identified and helped DEP achieve $750,000 in recurring annual purchased chemical costs.
Carbon Emissions

High-efficiency pumping equipment Premium-efficiency motors Variable frequency drives Energy management systems that can be incorporated into the SCADA system High-efficiency HVAC equipment Energy-efficient lighting with motion-activated switches

● ●

These features will reduce electricity consumption, utility bills and the carbon footprint of the facility. Our Phase 1 report will provide a full description of the efficiency of the plant and pumping operations with recommendations and cost estimates for improvements that will generate operational savings.
Chemical Use

When the City of St. Louis released the results of its Greenhouse Gas Emissions Inventory, the study showed that, at 32.6%, the Water Division has the second-highest share of carbon emissions in City operations. This is attributable to the large amount of electricity consumed to withdraw, treat and deliver water. As we develop options to reduce power consumption, we will concurrently develop options to reduce the carbon intensity of water production and distribution, thus contributing to the Mayor’s Sustainability Plan. With respect to sustainability, included on our team is Ed Pinero, Veolia Water’s Chief Sustainability Officer, who has occupied similar roles in the federal government (including serving in the White House), the Commonwealth of Pennsylvania and several corporations. Ed is also a leader in the Urban Water Sustainability Leadership Conference of the Clean Water America Alliance. He will bring a fresh set of eyes to the Water Division’s opportunities to enhance sustainability in St. Louis. Veolia Water has developed several analytical tools to help municipalities create strategies to reduce their water
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The application of chemicals (lime, alum, chlorine, phosphate and fluoride) will be reviewed for efficiency of dosing and system control. Full-time monitoring with warnings for excursions is critical to efficient operations. Veolia Water will review

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Key to asset management is life-cycle cost analysis

By tracking and understanding asset costs over time, detailed, accurate cost information will be available to build a life-cycle model that will aid the Water Division in making critical repair or replace decisions.

use (Water Impact Index) and their combined water and carbon footprint (Growing Blue), which Ed has been instrumental in promoting. He can help devise new strategies to enhance the Mayor’s Sustainability Plan.
ABOVEGROUND ASSET MANAGEMENT (AGAM)

Veolia Water systems are set up to track costs to the individual asset level in the database. This will allow the Water Division to understand what the cost of the asset is over time. We will track the following in the system:
● ● ● ● ● ●

Installation costs (if available) Corrective work orders and their costs Condition-based maintenance and its costs Preventive maintenance orders and their costs Failure history Criticality of the asset for risk analysis of system or process failure

Proper maintenance is required to achieve optimal equipment performance and reliability, which results in efficient operation, minimization of costs, regulatory compliance and maximum asset service life. Equipment maintenance activities will be reviewed relative to equipment O&M manuals along with experience-based practices. Maintenance activities and documentation of the cost effectiveness of maintenance for the treatment facilities, high-service pumping and other assets will be reviewed. Veolia Water’s maintenance strategy for the Division’s assets will be based on the following objectives:
● ● ● ●

Reliability/sustainability Cost effectiveness Customer satisfaction/maintaining service Regulatory compliance

Veolia Water will review the implementation and deployment of the Water Division’s asset management system, including the maintenance schedules and reporting of maintenance management practices. If the Division does not have a robust computerized maintenance management system (CMMS), we will evaluate the replacement or upgrading of the system to bring it fully up to current standards. Veolia Water uses Oracle Utilities Work and Asset Management (OWAM) enterprise asset management (EAM) software package as its CMMS.
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By tracking and understanding asset costs over time, detailed, accurate cost information will be available to build a life-cycle model that will aid the Water Division in making critical repair or replace decisions. This type of economic analysis will lead to a capital plan for the facility that will be based on economics, as opposed to facility age. The Phase 1 report will have a complete description of the state of maintenance, asset management and CMMS system, including the cost and benefits of bringing the Division’s asset management program up to current industry standards. We will have the support of AFRAM in collecting the data for this analysis.

Business management
Veolia Water with its partner Vector Communications will facilitate the project kick-off where project objectives, performance measures (KPIs) and roles and responsibilities will be established. Incorporating the business process areas identified in the RFP, such as customer Information system (cIs) and purchasing and inventory discussed below, this step will begin

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the process of targeting and prioritizing areas in the business support functions that could benefit from improvements in processes. As in New York, Winnipeg and Pittsburgh, the philosophy of open communication and building consensus will result in a focused team effort. Randle & Associates will be our partner in this part of the study.
CUSTOMER SERVICE AND THE INFORMATION SYSTEM Customer Service is a core function of any utility. Not only is customer service the utility’s means to access cash, it is the only interface that most customers will have with the Water Division on a regular basis. Veolia Water will perform an evaluation of the Division’s customer service department and information systems. The goal is to allow the Division to better serve its customers by providing them with accurate and timely bills, being responsive to customer inquiries and ensuring service orders are managed effectively. Veolia Water and the Division’s Customer Service staff will review all areas of the Customer Service functions to ensure a thorough joint understanding of all activities and opportunities.

Thumbs up in Buffalo!

Our proven workstreams and processes for enhancing customer service have made dramatic impacts at our Buffalo Water project.

information and resources to do their jobs. We will capture the deficiencies, needs and requirements from all areas of the business and tap the knowledge of all of the appropriate staff without making extraordinary demands on their time.

The key steps involved in developing the CIS include:

Gathering Information – Interviews will be conducted with Division staff to assess utility billing, service order management, customer self-service, financial accounting systems and collections functions. The staff will be asked if the current system provides them with the

Evaluating metrics – Customer Service Department metrics will be compared with other similar systems to identify any areas that lie outside of the norm. Metrics such as number of Customer Service representatives per 1,000 customers, average call answer time, percentage of dropped calls, percentage of collections and aged debt/aged-debt reserve will be reviewed for improvement opportunities.

David Gadis, of our proposed St. Louis steering committee, stands with his Indianapolis water team leaders

In St. Louis, David will make sure our technical specialists have the resources and access necessary to gather information and evaluate metrics in all aspects of the initial analysis (Phase 1).
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Presenting and reporting – Once the interviews are completed, the results will be summarized and the Phase 1 Report will present the results. Areas of improvement will be identified and evaluation of the pros and cons of changing practices and procedures will be presented. An estimate of the improvement savings and/or costs will be presented.

IT AND DATA ARCHIVING AND RETRIEVAL

Veolia Water will review and analyze the business system Information Technology (IT) hardware and connectivity. The following areas will be assessed as part of an IT Technical site analysis:

PURCHASING AND INVENTORY

The Water Division has bidding regulations and purchasing requirements that must be adhered to at all times. There are services provided by other City departments at a cost to the Division. Veolia Water, in conjunction with the Division, will review the purchasing process and services that are provided by the City. We will compare the Division’s costs for goods and services with Veolia Water’s costs for similar goods and services at our treatment plants and distribution systems. Veolia Water has recent experience generating real savings in procurement. In a recent evaluation of chemical costs in New York City in Phase 1 of OpX, $750,000 in savings was identified through more effective purchasing practices for chemicals. Time will be spent evaluating shared City services and determining if those services are delivering the performance level required to meet the real needs of the Water Division. There are many benefits to interdependency of departments in a municipal environment; however, the services provided must support the Water Division in doing its job costeffectively. Randle & Associates will be our partner in this step.

network/cabling – A visual inspection of all data closets will focus on the best practices for location (i.e., identify if water or other environmental elements could cause damage to sensitive equipment). The inspection will identify the network equipment in use and the estimated remaining usefulness (estimated remaining life cycle) and continued support from manufacturer. It will identify connection type between data closets and main computer room. A visual inspection of the main computer room will focus on the best practices (i.e., environmental controls, UPS protection, power backup solution, physical security restrictions, etc.). The inspection will review network diagrams illustrating the connection points between offices/buildings and any remote access points. A walk-through of the facilities will be conducted to identify any possible deviations from the network diagram or other supporting documentation provided. servers/computers/software – We will perform a visual inspection of the main server(s) to determine make, model, estimated age of the equipment and any apparent maintenance of the equipment. We will review system configuration for the best practices for database server configuration and application server configuration. Policies & Procedures – Our IT experts will review protocols for how access is granted or removed, the backup of the systems, disaster recovery or business continuity plans, preventive maintenance plans/schedules will be evaluated.

Information technology analysis

A critical aspect of this program will be building the continuity plan for files and data as staff retire.

The IT system is central to the functionality of business processes of the Water Division. The ability to archive and retrieve documents and data is of critical concern. Having a continuity plan for the files and data as staff retire – a concern highlighted in the RFP – is very important to future business functions. Veolia Water will review and evaluate the IT systems and provide vulnerability assessments, recommendations and cost: benefit analysis in the Phase 1 Report.

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to continually adapt to the changing world and economic environment. Veolia Water has extensive worldwide experience in working with utilities facing just these existential challenges. The Water Division has acknowledged the need to address the demographics of its work force – the age distribution implies the imminent retirement of several layers of highly experienced staff. Therefore, several approaches are needed, among them succession planning and new training programs. Training also will be required to upgrade skills, in particular in relation to the introduction of new technologies. Veolia Water has worked with a number of utilities to implement such efforts, including Milwaukee, where the wastewater utility also faced an imminent surge of retirements. There, we implemented succession planning and new training programs. We have already considered the Water Division’s training needs and identified outreach and partnering opportunities. An example of outreach and partnering is joint training programs with Division unions. as a company, veolia water enjoys excellent union relations; in fact, we have never experienced a strike or formal job action by any of our union associates. We held an introductory meeting with the Plumbers and Pipefitters Local 562 in which we discussed our desire to explore working with them to implement training programs for their members that could be based in their new training facility. We found the response to our proposal for joint training to be enthusiastic.

The Compton Hill water tower remains a striking symbol of early water infrastructure

Many of our clients face challenges involving aging infrastructure, and we have devised SOPs and process controls that streamline workflows and improve efficiency, despite vintage facilities.

3.D. Innovative ideas for improving water operations
The St. Louis Water Division has a proud tradition of high quality products and service at very competitive rates, and it holds a national reputation as a leading municipal water utility. In fact, the St. Louis water system was an early example of modern American technology and infrastructure when first created in the late 19th century. Its three iconic water towers remain as striking symbols of the early industrial era of which they were part. St. Louis is a member of the Partnership for Safe Drinking Water, a selective EPA-sponsored category. As recently as 2007, St. Louis won the U.S. Conference of Mayors Best-Tasting Municipal Drinking Water award. The Division has received high ratings for customer service. Economic times surrounding St. Louis have changed dramatically, and this RFP is recognition by the City and the Water Division that the Division needs to adapt its business practices and, eventually, its infrastructure and assets to a changed and changing world. The customer population and industrial base it serves have shrunk considerably. So an appropriate mission for this exercise is to plan and start the construction of a Water Utility of the Future that will have the assets, organizational skills and culture, management tools and technologies

David Gadis briefs union representatives in Indy

We have already held an introductory meeting with the Plumbers and Pipefitters Local 562 in St. Louis, where we discussed our desire to explore working with them to implement training programs for their members that could be based in their new training facility.

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we will look at opportunities for increased training for water division staff
The U.S. Environmental Protection Agency awarded $181,638 to st. Louis community college, St. Louis, for drinking water job training. The training meets Missouri Department of Natural Resources requirements for drinking water treatment certification. The core curriculum focuses on the skills necessary for entry-level jobs at drinking water facilities, including water quality monitoring, green infrastructure, operations, maintenance, mathematics and drinking water regulations. (AWWA Opflow magazine, Volume 38, No. 8, August 2012)

We will also explore the available training programs at St. Louis Community College, which recently received a U.S. EPA grant of $180,000 earmarked for waterworks operator training. With respect to our experience upgrading business and management processes, Milwaukee again is a good example. In Milwaukee, we helped implement benchmarking against other utilities, established KPIs to track performance and helped install new programs and models in plant operations, lab, quality assurance/quality control, asset management (CMMS), SCADA and Capital Program Management systems. Our use of KPIs is now so embedded across the company, that we earned an award in 2012 from the Balanced Scorecard Institute. The most challenging area for innovation will be cultural. Organizations that have enjoyed success and recognition over many years have a normal tendency toward static inertia. However, the essential first step to accelerate innovation has been taken by Water Division, which is recognition of the need for change. Business-as-usual will no longer meet stakeholder expectations. We understand that reaching your strategic goals over the next years and then sustaining this new level of performance will require more than technological improvements. You will also need to change staff mindsets and behaviors. Veolia Water has decades of experience helping clients deliver ambitious business transformation programs like the one you are considering, and we have used many approaches to managing change
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that have been successfully applied to several large water utilities. From our ongoing transformative work with New York City, Pittsburgh and Winnipeg, to our European change management experiences, our proven methodologies and techniques for managing significant cultural change and organizational development will be accessible to the Water Division and the City. Changing the culture and the organization while introducing new techniques does not mean quality must decline. Veolia Water’s experience in Indianapolis is relevant because, while bringing change to the organization and its business processes, we also led them to achievement of ISO 9001 and 14001 status, confirming that it is possible to increase quality while installing new techniques and technologies. Veolia Water achieved 37 of its KPI metrics during this period as well. Veolia Water’s team is the right team to address this cultural change aspect of the project because we bring to the Water Division the best of both worlds: our utility change management experiences drawn from around the world will be combined with the very extensive experience that our local partner, Vector Communications, has gained from working on strategic planning with organizations in the St. Louis region. The Veolia Water team brings the skills and experience the Water Division needs to build the foundation for the Water Utility of the Future.

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3.E. Special requirements, circumstances, obstacles, codes and regulations and how we will address them
Veolia Water has already spent considerable time and effort investigating the impact of City policies and employment rules on the organization of the Water Division. We have also looked at its ability to apply new approaches to increase the management options available to Division staff and City officials, thereby allowing the Division more choices in how it can address organizational issues. These include options for such programs as succession planning, cross-training, introducing new technologies, in-sourcing, and other strategies for implementing needed changes. The goal is to achieve flexibility in the availability and use of new tools to build the Water Utility of the Future. This investigation is ongoing and will continue into Phase 1, when we will be in a position to bring forward recommendations for policy changes and any necessary changes in codes or ordinance.

Our operating principles for working jointly with the Water Division are: 1) staff the best people available from both our organizations; 2) complement your organization to the extent possible; and 3) maximize our team’s presence and availability (subject to the agreed scope and budget). These principles are reflected in the team organization depicted in the Organization Chart in Section 5 and the governance described below. We welcome the opportunity to discuss organization and governance with you and adapt them as required to meet your needs. PPS is a means to jointly create a customized approach: “Made in St. Louis” is our goal. Our PPS approach relies on three levels of partnership and joint governance, as used in New York City, Pittsburgh and Winnipeg:

3.F. PPS’ joint project governance is a means to achieve efficient and effective implementation
We view the way we will work together as just as important as our technical competence and our proven PPS approach. Only if we work together as one team and have an effective, joint governance structure will we have impact and build support throughout the Water Division and the City to drive change for lasting improvement. Working together as partners will also ensure quality control of analyses and recommendations.

Joint oversight of the partnership between the City and Veolia Water through a steering committee staffed with senior City and Water Division officials and senior Veolia Water representatives. Together we will be the project owners. The Committee will provide guidance to the project, approve recommendations for implementation projects, track progress against the strategic plan, keep the project resourced and ensure that verifiable savings are being generated. Joint management of the partnership by a management committee and through the creation of co-located, peer-level working relationships between Division managers and/or City officials and Veolia Water managers who will meet regularly as a committee. Veolia Water will provide counterparts to key Division managers to foster close collaboration and to manage specific projects. This leadership level reviews business cases, keeps the project on schedule, requests resources and recommends initiatives for implementation. Project teams will be actively involved at the ground level with supervisors and managers, soliciting their ideas for improvements. Staffed by Veolia Water and Division personnel, the teams will collect information, conduct analyses and prepare business cases. They may also be directed to implement the approved efficiency improvement projects in Phase 2.

David Carter (center) reviews our approach

David Carter, VP of Operations - Central Region, will join David Gadis on our proposed Steering Committee to work closely with senior City and Water Divison officials.

We will ask the Water Division (and City department staff as appropriate) to staff project

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teams throughout the entire project with enough dedicated personnel to work side by side with us as a joint team. At a minimum, that will be one dedicated Division staff person per team. (The number of teams will initially be established in Phase 1, Step 1). Ideally, these teams will also be staffed part-time on a rotating basis, depending on the topic, by some of your highest-performing people who are regarded as your next potential senior managers. They will benefit from the experience of working with our personnel and experts, bringing their experience and knowledge from within the Division to help create and advocate for the most durable, highest-value-adding improvement ideas for the City. They will also help provide access for us to the wider organization.

Hold weekly and monthly project tracking meetings with the management committee. Authorize payments up to a defined limit. Be responsible-in-charge for the project’s cost accounting. Be spokesman for the project in the absence of the Program Manager.

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3.G. Internal control procedures: Project Management Office
Veolia Water’s project organization and governance process is designed to ensure quality control of its procedures. The key management component of the structure charged with quality assurance and control is the project management office, or PMO. Its role includes the following responsibilities:

The Program Manager/Phase 1 Study Manager in this project is Steve Siegfried, an experienced Veolia Water manager and project developer with additional managerial experience gained with American Water’s non-regulated subsidiary, American Water Enterprises. In addition, Steve has many years of utility operations experience acquired in several operating regions. He has experience with large plants and systems and has particular expertise in the areas of distribution and customer service operations, obtained in part at our Buffalo performance-contracting water operations project.

Results from the Veolia Water approach
We bring the City of St. Louis and the Water Division the analysis and implementation that can help you achieve results similar to what we have done for New York City in our OpX program. As a result of our work there, DEP Commissioner Strickland proclaimed on March 30, 2012: “the significantly lower-than-projected rate proposal was also the result of a number of operational factors: dEP initiated three successive years of budget reductions—8% in Fy11, 4% in Fy12 and 4% in Fy13—that have been used to self-fund other critical needs and reduce overall operations and maintenance costs; roughly $4.8 million in savings in Fy13 has already been achieved through the operational Excellence program, which aims to reduce operational costs of more than $100 million annually; and revenue is 1% above original projections in part because the installation of wireless meter readers in more than 95% of dEP’s 836,000 accounts has decreased estimated bills.”

Maintain the master schedule of daily, weekly and monthly activities and tasks and accountabilities for the tasks, including those performed by local partners. Make day-to-day task and resource re-allocation decisions. Maintain a master schedule of travel for the subject matter experts and others who are entering the project on a transient basis, and “direct traffic.”

Reviewing the deliverable schedule

The project management office has responsibility for scheduling, coordinating and tracking all aspects of the program.

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ExpEriEncE

eXperienCe | SeCtion 4

4. Experience
Veolia Water’s five comparable projects demonstrate experience, qualifications and technical competence — as well as innovation.

We selected five of our most comparable North American projects for your review.
● ● ● ● ●

New York City Peer Performance Solutions Indianapolis, Indiana, Water Buffalo, New York, Water Winnipeg, Manitoba, Alliance Atlanta/Fulton County, Georgia, Water/ Wastewater

Indicators (KPIs) and performance incentives. This was the largest publicly owned water utility to ever be contracted to a private operator in North America.

#3 – Buffalo Water
Our on-going service to Buffalo Water is a performance contract that is in the form of delegated management. Our Program Manager/ Phase 1 Study Manager, Steve Siegfried, and his team of plant managers and technical experts were selected by the City of Buffalo to run the project while keeping the public work force and meeting KPIs for performance incentive bonuses, which served to drive the utility to remarkable improvements in customer service and efficiency.

Each project features direct work experience by our team of Veolia Water technical specialists, with Buffalo Water especially relevant for being initially led and transformed by our proposed Program Manager/Phase 1 Study Manager, Steve Siegfried. These projects also represent the cutting edge in water solutions and services, paving the way for alternative approaches to incorporating private water expertise into publicly operated utilities. The following pages detail our services to the five projects in compliance with all RFP-requested information, but by way of introduction, here are the highlights:

#4 – Winnipeg
Our project with Winnipeg puts our managers and experts in the role of long-term capital program manager (an Alliance model), where we have delivered millions in savings simply through identifying and implementing low-cost/best-value capital improvements.

#1 – New York City
Our project with New York City is the model and prototype of our efforts to develop our Peer Performance Solutions (PPS), lending our technical specialists to publicly run utilities to help them find and implement operational efficiencies and value creation. Our proposed St. Louis steering committee member, David Gadis, is also on the steering committee for New York City.

#5 – Atlanta/Fulton County
Our work for Atlanta/Fulton County in both water and wastewater services is nationally recognized for quality, performance and M/WBE participation and development. And the water operation has garnered more than 50 awards for operational excellence and safety.

#2 – Indianapolis Water
Our contract with Indianapolis Water, which was led by David Gadis, also featured Key Performance

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With Phase 1 recently completed, Veolia Water is now working with the City to help DEP staff implement the recommendations/findings with the goal of realizing up to $130 million in annually recurring savings.

RefeRence pRojec T #1

on our ability to identify and help implement the efficiencies. The program delivers access to a worldwide network of water and wastewater services, technologies and staff resources from Veolia Water and our partner firms under this contract. Through this new innovative partnership, teams of New York City employees worked with Veolia Water teams of operations, maintenance, engineering and management specialists to look for efficiencies across the board in operations and maintenance and will implement the best recommendations over the next four years. Our approach to staffing this effort centers on bringing a broad crosssection of resources, including staff from Veolia Water projects in Berlin, London and Paris, as well as veteran management staff from Veolia Water’s recently completed contract with the City of Indianapolis — which ranked as the largest water operations partnership in the U.S. Veolia Water’s ground-breaking approach will deliver a long-term solution to streamline North America’s largest water and wastewater operation, reduce and stabilize costs for ratepayers and bring the global benefits of our firm’s experience in managing some of the largest utility operations in the world.

New York City
In November 2011, the New York City Department of Environmental Protection (DEP) announced its selection of Veolia Water to help make the DEP the safest, most cost-effective, efficient and transparent water utility in the nation. Our unique partnership on New York City’s Operational Excellence (OpX) program will enhance water and wastewater services, result in environmental benefits and reduce costs for nine million New Yorkers. Under this landmark program model, Veolia Water and our team, which includes McKinsey & Company (the world’s leading top-management consultancy recognized for its client-centered and impact-driven approach), is conducting an Operations Efficiency study of the City’s water and wastewater operations. We are examining every aspect of the water supply and treatment systems, including plants, underground piping, operational processes, management and staffing. Our team of experts will then develop a detailed plan and approach that the DEP can implement to achieve long-term savings and improvements for the day-to-day operations. Phase 1, recently completed, focused on developing recommendations to streamline workflows, boost productivity, identify opportunities for efficiency and keep future water rate increases low. In Phase 2, which is scheduled for execution, we will work with the City to help DEP staff implement the recommendations/findings with the goal of realizing up to $130 million in annual savings. Our compensation is based
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Program Objectives
Rather than anticipating potential financial pressures with budget cuts that might weaken critical services, the OpX initiative makes smart improvements that will increase the strength of DEP operations well into the future. The OpX program aims to streamline workflows, boost efficiency and continuously identify opportunities for improvements that will allow DEP

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to maintain its high level of customer service, safety and productivity while minimizing rate increases for its roughly 836,000 ratepayers. To achieve this, DEP set an ambitious goal for OpX to achieve significant operating benefits by 2016. The OpX program goes beyond individual projects and encompasses a number of transformational initiatives, including enhancing performance management, strengthening core capabilities in human resources and procurement and fostering an organizational culture focused on performance and continuous improvement. To reach these goals, the Veolia Water-led team worked with DEP to:

M/W/DBE Program
The New York City DEP handles all procurement using an established program that directs a portion of goods and services to pre-qualified MBE/WBE providers.

Innovations
The model utilized in New York City focuses on sharing best practices and accelerating innovation through a public work force and embedded private-sector experts. Alignment with the City’s key priorities and interests is both lowering costs and increasing service and performance levels through innovation itself. The performance-based approach is tied to achieving key City goals by providing access to a unique global network of best practices and experts. To kick-start savings through modifications in purchasing practices, the OpX team delivered a unique vendor economic modeling program and found that DEP was likely overpaying for commodities. As a result of renegotiations with incumbent chemical vendors, DEP is receiving lower prices than those previously paid. Prior to entering negotiations, DEP procurement professionals went through negotiation training and a preparation workshop. These actions are already saving the agency more than $0.7 million per year.

Review current operations and maintenance for potential improvements with a particular focus on energy usage and production opportunities, chemical usage and pricing, labor productivity, inventory management and optimal sludge processes. Recommend implementable measures to improve and/or streamline operations and maintenance, increasing efficiencies, enhancing productivity and reducing costs. Support public outreach, legislative initiatives and other processes to implement recommendations. Manage the implementation of the recommended initiatives.

Results
The Phase 1 efforts represent six months of analytical work by the OpX team, DEP management and employees. OpX confirmed that DEP is a world leader in meeting drinking water and wastewater compliance, performing well above the average of similar utilities. In the first six months of the OpX program, more than 100 individual improvement ideas were identified and thoroughly evaluated. The cumulative annual impact of successfully transforming operations is:
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Project Management
The New York OpX program is managed by David Alexandre, who brings global experience in implementing PPS for clients around the world. Joining him in executing the pioneering project were a number of Veolia Water experts that are also slated to participate in the St. Louis PPS work, including David Gadis, Steering Committee; Jim Hurst, Technical Direction; Ed Biskis, Metering; Marvin Gnagy, Water Processes/Engineering; Ed Collins, Sourcing; Bill Fahey, Asset Management; Tim Treger, Training; Ed Pinero, Sustainability. This world-class talent will bring a wealth of experience and expertise to St. Louis.

Projected to be $108–$130 million by 2016. Composed of cost-oriented improvements of $65–$87 million. Revenue collection initiatives worth approximately $43 million.

Client Reference
Mathilde O. McLean, Treasurer, New York City Water Board DEP telephone: 718/595-4032 Email: MMcLean@dep.nyc.gov

During the top-down and bottom-up analysis, the Veolia Water team identified current strengths within DEP’s operation and noted five key areas where improvements will have significant financial benefits for the agency: efficient and sustainable use of resources and materials; enhanced work force effectiveness; improved revenue collection; development of a metricsbased performance culture; and strengthening DEP’s support services.

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Veolia Water had delivered a cumulative $83.1 million in cost savings to the City of Indianapolis when the contract was completed in 2011.

RefeRenc e pRojec T #2

Indianapolis Water
Veolia Water managed what is recognized as one of the most innovative water operations partnerships in the U.S., achieving a transition in 2002 that changed the management and operation of the City’s water department to realize significant cost savings, organizational and operational improvements, technological advancements and management efficiencies. Until the City’s purchase of Indianapolis Water Company in April 2002, Indianapolis had been the largest city in the nation that did not own its own water utility. The following day, the City transitioned complete responsibility for the water system O&M to Veolia Water. Veolia Water was selected for this partnership because of our innovative transition plans, employee relations plans, technical approach, experience, management fees, customer service and local commitment. The approach that Veolia Water implemented at Indianapolis focused on building a collaborative environment with all of the project stakeholders (union, government and the community). A major portion of this contract was devoted to $200 million in capital improvement projects that were managed by Veolia Water Indianapolis. We implemented this work through a combination of inhouse crews and local, pre-qualified engineering and contractor firms.

McKinsey & Company worked with the City and Veolia Water in 2010 on an analysis of water system operations. This work involved benchmarking the water operations against 15 other major water utilities in the company’s 21st Century – Water Utility Initiative.

Results

Yielded a five-year rate freeze at the start of the contract. Introduced industry-first metrics (with our fee at risk) that established benchmarks for performance and achieved cost savings. Over the years, Veolia Water earned better than 90% of the incentive-based compensation. Kept 92% of the dollars spent ($250 M) in the local economy. Maintained a 35% M/WBE participation level and contributed over $5 million to local organizations.

Leading the way in quality

Attained industry-first quality standards (ISO 9001 and 14001 certifications), making Indianapolis the first major U.S. city to receive these certifications for its water operations.

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Attained industry-first quality standards (ISO 9001 and 14001 certifications), making Indianapolis the first major U.S. city to receive these certifications for its water operations. Achieved ~90% customer satisfaction rate – well above the national average for water utilities – according to an independent survey. Managed over 322,000 accounts, annually answering more than 485,000 customer calls in less than 30 seconds with an abandonment rate of less than 2%. Established cultural and work force changes to achieve quality, performance and cost savings goals. Delivered a cumulative $83.1 million in cost savings when the contract was completed in 2011, with the transition of services to the new water/wastewater utilities owner in Indianapolis.

Solar-powered mixers for PAC addition in an intake canal reduced carbon usage 40% and saved almost $90,000 per year. A variable frequency drive (VFD) was installed on a 1,250-hp high service pump had an annual power savings of $160,000.

The TDG piloted tested remote-controlled, finishedwater tank cleaning robots that greatly reduced downtime for drinking water storage tanks, while virtually eliminating distribution system pressure swings resulting from redirecting water while tanks are down.

M/W/DBE Program
Veolia Water’s subcontracting approach for this project substantially enhanced the roles played by MBE and WBE businesses with respect to the delivery of subcontracted goods and services. Significantly, Veolia Water exceeded our firm’s commitments for MBE and WBE participation.

Innovations
Veolia Water provided a $31 million upgrade to a 24-MGD surface water treatment plant to meet upcoming regulatory requirements and a $25 million capital program to develop a new groundwater source of supply. Under the incentive plan, a portion of Veolia Water’s fees were paid only if we met specified customer service, water quality, operations and other KPIs. We consistently received better than 90% of our incentive. Water taste and odor problems had plagued some Indianapolis consumers for years. The City and Veolia Water invested in plant upgrades and engaged local Indiana University-Purdue University at Indianapolis in an aggressive research and development project to create a model of excellence in drinking water quality and also address water taste and odor. Performance and efficiency evaluations conducted by Veolia Water’s Technical Direction Group (TDG) yielded numerous improvements and cost savings innovations, including the following:

Project Management
David Gadis, St. Louis Steering Committee member, was president of Veolia Water Indianapolis. A great number of our St. Louis team was closely involved with the Indianapolis project: Chief Technical Officer Jim Hurst; Human Resources Manager Elizabeth Parnell; Financial Manager Joey Tolbert; Asset Management Director Bill Fahey; Communications Manager Paul Whitmore; Purchasing Manager Ed Collins. These talented individuals – and many others – will bring their expertise and experience to St. Louis.

Client Reference
Sam Odle, Indianapolis Board of Waterworks telephone: 317/962-5522 Email: sodle@clarian.org

North America’s first Veolia Water Actiflo™ Carb process installation was expected to reduce powdered activated carbon (PAC) usage by more than 40%. Optimization of residuals processing at the 24-MGD groundwater iron removal facility cut residuals disposal costs by nearly 50%.

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

We have completely turned around client customer service, billing and revenue performance, while saving the Authority more than $1 million each year.

RefeRence pRojec T #3

improvements are being phased in during the initial years of the contract.

Buffalo Water
In July 2010, Veolia Water began a 10-year partnership with the City of Buffalo for the O&M of their water supply system. Based on our proposal to implement our world-class programs for Buffalo, streamline their processes, enhance City revenues without unduly burdening ratepayers and manage the City’s water treatment and distribution system operations staff who remain in City employ, the City of Buffalo selected Veolia Water to manage and operate the City’s water system under this innovative Public-Private Partnership. Valued at approximately $53 million, the contract includes managing, operating and maintaining the City’s water treatment facilities and distribution system, as well as all customer service components. All water assets remain the property of the City, and staff, managed by Veolia Water, remain City employees. Under this contract, Veolia Water is implementing new programs and new performance metrics to ensure improvements in customer service, including commitments to improve Call Center operations, invest in customer service software, create an Underground Asset Management (UGAM) program, and develop a new comprehensive maintenance program to drive a higher level of service to Buffalo residents. Some 20 KPIs track and determine Veolia Water’s performance and accountability, and service

Results
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Improved inventory/parts management systems. Implementing Asset Management platforms for both above-ground and below-ground assets. Met with numerous neighborhood groups as part of the customer service improvement initiative. Completed a condition assessment/leak analysis of 15,000 feet of piping in the City’s critical medical corridor. Building a new solids processing centrifuge processing facility to enable year-round processing.

Veolia Water understands early 20th-century water systems

Buffalo’s water plant was built in 1926, while two pump stations supplying finished water to the distribution system are over 100 years old.

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Project Description
The 160-MGD surface water treatment plant is supplied from Lake Erie through the 6,600 foot-long Emerald Channel. The water plant, built in 1926, employs a conventional coagulation-flocculationsedimentation-filtration process. Two 100-yearold pump stations supply finished water to the distribution system. The majority of Buffalo’s 785-mile distribution system lines were constructed before 1935 and are subject to extreme winter temperatures. Winter main breaks can number nearly 40 a month and have reached as many as 220 in one year. There are approximately 80,000 connections, of which approximately 12,000 are unmetered accounts (ratebased flat fees).

with GIS programs. Maintenance activities are integral pieces of information for developing capital plans. Mobile solutions are being implemented to provide field crews with direct access to all asset-related data during the actual performance of maintenance or repair efforts. We initiated a distribution system condition assessment using our proprietary validated mathematical statistical modeling tools. We will integrate the results of our experience and expertise with this tool into annual capital improvement planning recommendations. Meter reading routes have been optimized and refined to ensure that actual (not estimated) meter reads are collected and to identify accounts where some type of maintenance or meter equipment repairs are needed. Veolia Water has proposed several joint-venture pilot studies with the Water Authority, including waterline physical condition assessment and a field test of Veolia Water-vetted automated meter reading and advanced metering initiatives.

Innovations
CUSTOMER SERVICE AND METER READING MANAGEMENT

Veolia Water implemented new customer service phone/information systems and partners with Buffalo service center staff to manage customer service cultural changes. These efforts are central to meeting the technical/service expectations of ratepayers. We are exceeding all client customer service, billing and revenue performance standards. By restructuring billing cycles, call center activity has leveled, which allows us to operate with fewer staff – saving the Authority more than $1 million each year. Annually, we send 400 water meters to our North America Meter Laboratory in Houston. The new facility allows us to offer the most modern meter optimization techniques – a key foundation to optimizing and sustaining meter accuracy, which in turn means additional water revenues for Buffalo.
UNDERGROUND ASSET MANAGEMENT (UGAM)

M/W/DBE Program
Veolia Water taps our vast purchasing power for the majority of goods and services used at the Buffalo project and passes the substantial savings along to the City. Where possible, local MBE vendors supply office/customer service space and items such as vehicle maintenance, specialty safety equipment, office furniture, sheet metal, etc.

Project Management
Tim Cupo oversees the project. He works with many of the technical and support experts that will be involved with the St. Louis project. Proposed Program Manager/Phase 1 Study Manager Steve Siegfried has a long history with the Buffalo water system. He led the procurement and startup of the contract for Veolia Water and previously worked for the former O&M services provider for Buffalo Water.

Significant elements of Veolia Water’s UGAM approach at Buffalo involve the following:

Integrated It solution – Data is entered once and a central database is updated with the new information. GIs data Integration – We support the City’s new GIS and are integrating it at the water system operational level. Integrated uGam Program – We are implementing an automated tool to interface

Client Reference
Mr. O.J. McFoy, Chairman - Buffalo Water Board telephone: 716/851-4333 Email: omcfoy@sa.ci.buffalo.ny.us

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

This 30-year agreement provides strategic advice and guidance to ensure best value is achieved on capital improvements and operations.

RefeRence pRojecT #4

Winnipeg Alliance
The City of Winnipeg signed a unique 30-year agreement with Veolia Water to collaborate on capital improvements and work together to provide ongoing strategic advice and guidance on design, construction, technology and operational needs for three Winnipeg wastewater treatment and biosolids facilities. The agreement represents a new model for North American cities seeking to maintain public ownership, control, operations and a public work force while benefiting from private-sector expertise. Designed to protect ratepayers from cost overruns, the new contract features public- and privatesector officials who work as an integrated team to develop plans and execute required work versus a more conventional design/bid/build procurement methodology or a traditional public-private partnership that would include private-sector operations. Veolia Water built an international management and resource team for this new project. The team includes management staff from our North American operations, along with key managers and technical experts from our global operations. Veolia Water staff from our Scottish Water operations, which was the basis for the Winnipeg contract model, have made significant contributions to the Winnipeg project, bringing experience from a similar Alliance in Scotland. Veolia Water in

Scotland is part of a consortium formed to deliver program management, quality standards and a £1 billion capital improvement program. This project was centered around a quality standards plan and an extensive capital improvements program, designing, building and refurbishing mains, sewers and treatment works; improving water quality and pressure; and reducing system leakage across Scotland. Our program there achieved ISO 9001 accreditation; delivery of regulatory targets; compliance with more stringent effluent treatment standards; higher water quality; outperformance of budget spend that is in line with the core capabilities of Veolia Water; and receipt of numerous prestigious industry awards for operational excellence, safety, communications and customer focus.

Good news for Winnipeg

“This is a great deal for Winnipeggers...with the assistance of a company that will share the financial risk involved to keep these immense upgrade projects under budget.” – Mike Ruta, Acting City Administrative Officer

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Results
The first year of the Winnipeg program was a success. The Program Team, composed of City managers working collaboratively with Veolia Water experts, accomplished the following:

expertise gained from managing more than 3,200 wastewater projects around the world. Veolia Water provides open-book accounting to the City of Winnipeg’s Water and Waste Department to ensure transparency.

Met 2011 targets for capital program delivery, operations and program management, laying the foundation work necessary for achieve the longterm program results. Played a key role in reestablishing plant operations following a major process upset at the South End facility. With Veolia Water’s expertise, the City implemented procedures that will significantly mitigate the risk of a future occurrence at any of the plants.

M/W/DBE Program
The City of Winnipeg procures work in accordance with their targets and goals for disadvantaged business participation.

Project Management
Bruno Valla is the overall project manager for this contract with the City of Winnipeg. David Gadis, a member of the Steering Committee for St. Louis, was involved with the Winnipeg startup and continues to participate in this project. Many of the technical and support managers that will be involved in the St. Louis contract contributed to the Winnipeg alliance.
CLIENT REFERENCE Moira Geer, Manager of Finance & Administration City of Winnipeg, Waste and Water Department telephone: 204/986-4474 Email: mgeer@winnipeg.ca

Project Description
With approximately $750 million in mandatory sewage treatment upgrades and ongoing annual investments over the term of the agreement, the City of Winnipeg and Veolia Water agreement includes life-cycle costing to ensure the best possible cost of service for citizens, along with financial penalties and incentives to Veolia Water based on the project’s estimated construction and costs, as well as environmental performance, energy efficiency and workplace health and safety. Under this contract, Veolia Water and the City operate in the spirit of a partnership, but the City continues to operate the facilities with its own employees. Winnipeg also retains full and final decision-making authority and sets all service and quality standards with advice and support from our highly specialized team of global wastewater experts. The Veolia Water team provides expertise and best practices on capital upgrades, new and emerging technologies, operations and industry best practices. A Veolia Water and City Program Team is currently working on the Winnipeg South End and North End treatment plant upgrade and expansion projects as well as a biosolids master plan for the whole city.

Innovation
Through an innovative business model, Veolia Water is paid at-risk fees for services provided and receives compensation for savings realized by reducing costs through engineering, construction and operations

• St. Louis

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Our award-winning and nationally recognized work for Atlanta-Fulton County, includes the long-term development of successful MBE/DBE programs for both operations.

RefeRence pRojec T #5

Results

Atlanta/Fulton County
In 1990, the Atlanta/Fulton County Water Resources Commission (AFCWRC) was preparing to startup its new, state-of-the-art water treatment plant. The Commission partnered with Veolia Water to contribute its expertise, ensuring that the new facility would be brought online in the most optimum manner. More than two decades later, Veolia Water continues to deliver its industryleading, award-winning technical excellence to this world-class operation. In 2010, when Fulton County was starting up its flagship new wastewater facility, it too teamed with Veolia Water to take over its operation, capitalizing on the company’s global expertise, established local presence and successful MBE/WBE program. Over the term of the contract, Veolia Water has worked with the AFCWRC to triple the capacity of the water plant using a variety of process improvements and capital improvement approaches. This highly lauded, state-of-the-art facility has been recognized with some 50 awards during our tenure, including the 2010 Platinum Award for six years of Safe Drinking Water Act compliance from the Georgia Association of Water Professionals. The staff at this plant have also received numerous commendations from the U.S. EPA and industry safety agencies for outstanding performance in environmental compliance and safety. Additionally, the project was the 2006 recipient of the Distinguished Service Award from the National Council for Public-Private Partnerships.
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Creation of successful MBE/DBE programs for both operations. Joint Venture contracts, with Veolia Water providing mentor-protégé services for MBE/WBE business partners. 90-MGD surface water treatment plant that attracts worldwide recognition for the client. Consistent water contract renewals based on Veolia Water’s outstanding performance. More than $9.5 million in water rate savings. Dozens of water plant awards for compliance, safety and operations excellence. Transition of four wastewater treatment facilities — including one plant that would be decommissioned and converted to a

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Operating at optimum efficiency

Veolia Water Plant Manager Kevin Miller walks the grounds of his nationally recognized treatment facility in Fulton County, Georgia.

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eXperienCe | SeCtion 4

pump station — maintaining full compliance throughout the conversion.

Startup of environmental education campus at the new wastewater plant.

Project Description
The scope of the water contract involves O&M for the 90-MGD surface water facility, as well as working with the AFCWRC for facility expansions and upgrades. The project includes a 200-MGD raw water pumping station, dual 54-inch raw water mains, more than 800 million gallons of reservoir capacity, along with the treatment plant. The wastewater operation comprises three treatment plants that vary in technology and range in capacity from 24 to 1 MGD. The new Johns Creek Environmental Campus involves a 15-MGD stateof-the-art activated sludge plant that incorporates membrane bioreactor technology for phosphorous removal – coupled with UV disinfection – to produce a quality effluent that is suitable for reuse. The JCEC’s proximity to residential homes means odor and noise control are of paramount importance. Veolia Water’s proven process controls are in place to ensure that the facility operates at optimum levels and remains a welcome neighbor in the community.

to its current 90 MGD. The plant has been running at this capacity since March 1998. At the wastewater operation, we compete in procurements, often underbiding other contractors and suppliers, and perform many improvements using our purchasing power and in-house labor to deliver superior results for lower costs. We also staff the client’s education center, sharing the water conservation message with the public. Veolia Water’s O&M programs have reduced the power, chemical and overall operations costs, with savings passed on to our clients.

Project Management
Mr. Samuel Admassu and Mr. Douglas Worsham oversee, respectively, the water and wastewater contracts. Both managers work with many of the technical and support experts that will be involved with the St. Louis projects. Additionally, our MBE/ WBE program team that will support the St. Louis contract work closely with Sammy and Doug to ensure that both contracts meet their MBE/WBE goals.

M/W/DBE Program
Important to Veolia Water’s selection at Fulton County is our exceptional DBE program. A similar and highly successful program has been in place at the AFCWRC water project for nearly two decades. By tapping the existing program and expanding it to incorporate the wastewater facilities, we have extended our mentor-protégé relationships to a greater number of qualified Fulton County firms. The water operation far exceeds its 34% MBE/WBE participation requirement – standing at about 50%. The wastewater project currently outsources nearly 30% of its contract to MBE/WBE firms.

Client References
WATER

Ms. Kathy Crews, General Manager, Atlanta-Fulton County Water Resources Commission telephone: 678/942-2790 Email: kcrews@afcwrc.com
WASTEWATER

Innovations
Early in our water contract, Veolia Water implemented a pilot program to increase the plant’s 30-MGD production capability to meet its then-rated flow of 45 MGD, with no added capital expenditures. Subsequent efforts increased the plant’s rated capacity to 56 MGD. This was followed by the client’s Phase II expansion, which increased plant capability

Mr. O.P. Shukla, Contract Operations Administrator, Dept. of Public Works, Water Services Division telephone: 404/245-9699 Email: op.shukla@fultoncountyga.gov

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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Innovation by the world leader in water services and water treatment
Research and development
In addition to the resources discussed above, Veolia Water supports its primary utility management and facility O&M businesses with a wide range of in-house engineering and technical resources. This service is provided largely through subsidiaries like Veolia Water Solutions & Technology, a $3 billion technology company, and our $1 billion company Sade, which specializes in underground assets. These firms design technology solutions and are also constructors of water treatment facilities for both municipal and industrial clients in 57 countries, drawing on over 500 unique technologies and more than 3,000 patents to provide appropriate water and wastewater solutions. These patents come from the over $170 million annual investment in research and development by Veolia Environnement, which produces innovations and applications that our employees can implement on the ground. One example is the Veolia Innovation Accelerator, a team of 850 Veolia researchers that supports third-party emerging technology companies like Ostara, which has developed technology to recover nutrients such as phosphorous from wastewater. Veolia research involves not only treatment technology but also underground asset management; for example, a unique facility has been created to simulate and analyze drinking water quality-related issues within the distribution network. The emphasis on the scarcity of water also led to work in smart meter technology and data management to help manage real-time information for water quality and quantity control.

kind that expands on existing volume-based water measurement tools by incorporating multiple factors including consumption, resource stress and water quality. The Water Impact Index gives a more complete measure of environmental impact of water uses and was utilized in what is believed to be the first-ever simultaneous analysis of water and carbon on a major metropolitan area’s water cycle. In addition, Veolia Water launched Growing Blue in

May 2011. GrowingBlue.com is a data-driven resource incorporating user-friendly analytical tools that are designed to help municipalities, businesses and consumers gain a better understanding of today’s and tomorrow’s global and local water challenges and best practices. Focused on nature’s essential but often forgotten element – water – GrowingBlue. com uses a variety of tools, including animated maps, info-graphics and case studies, to provide a visually compelling, user-friendly representation of the current state of water resources in 180 countries. All of this effort reflects our role as part of the largest environmental services firm in the world, Veolia Environnement, as well as our commitment to SVR – Service Value Responsibility.

On-staff experts
Our Technical Direction Group (TDG) is a specialty engineering and technology solutions team within the company composed of some of the leading experts in the water and wastewater industry. TDG works closely with Veolia Water’s research and development (R&D) group to bring innovations and solutions out of the lab and into the field. Through the years, Veolia Water has developed an innovative applications mindset to cope with treatment, regulatory and other challenges.

Water sustainability
Veolia Water is focused on water’s future availability and quality, and recently pioneered the Water Impact Index, the first indicator of its
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Growing BlueTM Tool

Growing Blue™ is a fact-based resource, designed to help us find solutions to our water issues now.

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projEct tEam

proJeCt team | SeCtion 5

5. Project team
Veolia Water has assembled a team that delivers the “best of both worlds” to the Water Division: it combines our experience drawn from Operations and Management and Peer Performance Solutions projects around the world, with the decades of community-based experience working with City and regional entities brought by our local partners. Introduction to the Veolia Water project team for St. Louis
Veolia Water has assembled a deeply experienced team consisting of 1) project leaders with experience with both large water systems and our PPS consulting model; 2) operational and technical specialists whose expertise exactly aligns with the Water Division’s self-identified target areas of study, specifically by area of expertise; and 3) local partners who are subject matter experts with extensive experience in specialty areas that complement Veolia Water’s expertise. They also bring extensive local knowledge gained from working with similar projects and/or clients. We believe this team represents the greatest breadth and depth of relevant experience available to the City and the Water Division for the study phase of the Operational Efficiency and Value Creation Analysis project. We further believe, based on our track record in New York City and Winnipeg, that our team offers the greatest possibility of success in the implementation phase, which is where value for the Water Division will actually be created from realizing recurring savings.
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Ed Biskis, P.E., Metering Specialist sherrae davis, Capital Program Specialist (Capital Improvement Assessment) Bill Fahey, Director of Asset Management (Aboveground Asset Assessment) Ed collins, Vice President of Sourcing (Purchasing) marvin Gnagy, P.E., Water Treatment Specialist Bob martin, P.E., Water Operations and Bulk Sales Specialist joey tolbert, Finance Director manshi Low, PMO Manager Bill thompson, Laboratory/Compliance Director jim hurst, P.E., BCEE, Chief Technical Officer

● ● ●

● ● ● ●

From our local partners, key team members include the following (resumes are included in Appendix B):

jessica Perkins, Partner, Vector Communications (Strategic Planning) julie hauser, Partner, The Hauser Group (Communications) jeffery randle, Partner, Randle & Associates (Audit) nick coates, GIS/Survey Manager, ABNA (GIS) Franklin Eppert, P.E., Vice President, AFRAM (Energy Efficiency) jeff Gratzer, Manager of Engineering, Jacobs Engineering, Water/Wastewater (Water Audit, Wholesale Sales, Facilities Evaluation)

Key project employees
From Veolia Water, selected key project members include the following individuals (whose resumes are included in Appendix B):

● ●

david Gadis, Executive Vice President, Steering Committee Member david carter, VP of Operations - Central Region, Steering Committee Member steve siegfried, Program Manager/Phase 1 Study Manager denny tulenson, VP of Structuring

Team organization and roles
Please refer to the Veolia Water team organization chart on page 45 for the team structure and specializations. As Program Manager/Phase 1 Study Manager, Steve Siegfried will be the principal
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Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Veolia Water contact person and will have overall responsibility for the Phase 1 schedule of activity, and he will oversee the program on a weekly basis during the study period. He will also be responsible for managing the Project Management Office (PMO). Denny Tulenson, assisted by Manshi Low, will perform the hands-on PMO functions of scheduling of daily activity and they will coordinate and manage due diligence and supervise report generation. All specialist activity will be coordinated and managed by the Veolia Water PMO. Steve Siegfried will represent Veolia Water on the Management Committee.

$83 million of cost savings by the time the contract was completed in 2011. He also serves on the Steering Committee and part of the management teams for several other PPS projects, including that with New York City. Mr. Carter is the Regional Vice President of operations for Veolia Water North America – Central, LLC. In this role, he has responsibility for management and support of municipal projects in the region, including the implementation of of PPS projects. Mr. Carter has more than 22 years of engineering experience, with seven years dedicated to water and wastewater operations. Previously, he was vice president of operations for a private water utility based in the Midwest. The City’s representatives on the Steering Committee are yet to be determined by the appropriate decisionmakers. Based on our experience to date, it would seem logical that the City’s COO would serve, along with representatives from the Comptroller’s Office and the Board of Aldermen.

Steering Committee Members
David Gadis and David Carter will represent Veolia Water on the Steering Committee. Mr. Gadis, Vice President of Sales for Veolia Water North America, has over 23 years of business experience, with 14 years of managerial experience. He joined Veolia Water as part of the Indianapolis Water transition, and served as the president/principal for this project (the historically largest water O&M contract in the U.S., serving almost a million people in central Indiana)-- Veolia Water had delivered a cumulative

David Gadis (left) and Steve Siegfried (right) look forward to bringing their proven approach to serve the City of St. Louis, providing analysis of operational efficiencies and value creation potential within the Water Division.

44

Company Confidential - trade SeCret and proprietary information - Veolia Water

projeCt team | SeCtion 5

Figure 5-1. Veolia Water team organization chart
Water Division Veolia Water M/WBE Firms Local Engineer

St. Louis Water Division

Steering Committee

Sam Dotson COO
City of St. Louis

David Gadis Executive VP
Veolia Water North America

TBD Comptroller’s Appointee
City of St. Louis

David Carter Vice President
Veolia Water Central Region

TBD President of the Board of Aldermen’s Appointee
City of St. Louis

Joint oversight of the partnership between the City and Veolia Water through a Steering Committee staffed with senior City officials and senior Veolia Water representatives, together the project owners. The Committee will provide guidance to the project, approve recommendations for implementation projects, track progress against the strategic plan, keep the project resourced, and ensure that verifiable savings are being generated.

Steering Committee

Program Manager
Project Management Office (PMO)
Denny Tulenson PMO Manager Manshi Low PMO Assistant Manager

Local Partners
Jessica Perkins Vector Communications (M&WBE) Julie Hauser The Hauser Group (WBE) Jeffery Randle, CPA Randle & Associates (MBE) Nick Coates, PLS ABNA Engineering (MBE) Frank Eppert, P.E. AFRAM Corporation (MBE) Jeffrey Gratzer, P.E. Jacobs Engineering Group

Steve Siegfried

Curtis Skouby, P.E.

Program Manager/ Water Commissioner City of St. Louis Water Phase 1 Study Division Manager
Veolia Water

Joint management of the partnership by a Management Committee and through the creation of co-located, peer-level working relationships between Water Division managers and/or City officials and Veolia Water managers, who will meet regularly as a Committee. A Veolia Water management team will provide counterparts to key Water Division managers to foster close collaboration and to manage specific projects. This leadership level reviews business cases, keeps the project on schedule, requests resources and recommends initiatives for implementation.

Management Committee

City’s Target Areas by Specialization
IT/SCADA
IT Functions* SCADA† IT Services♦

(from RFP lists on page 2-3* and pages 3† and page 4♦)
Purchasing/Inventory/Fleet
Fleet maintenance* Purchasing♦ Warehousing♦

Veolia Water Technical Specialists for St. Louis
P3 recommendations and implementation procedures† Major Operational process evaluation for efficiencies (electricity, chemicals, people)†

IT/SCADA
Melissa LeMasters IT Manager Kip Edgley Director - Automation/Integration

Purchasing/Inventory/Fleet
Ed Collins VP of Sourcing

Water Operations
Jim Hurst, P.E., BCEE Chief Technical Officer Marvin Gnagy, P.E. - Water Process and Engineering Specialist Rudy Stein GIS/Inspection Specialist Ed Biskis, P.E. Metering Specialist Bob Martin, P.E. Water System Director

Laboratory
Lab data collection and transfers*

Customer Service
Customer Service* Call center♦

Water Operations
Metering recommendations with supporting data† Recommendations for consolidation or decommissioning of existing facilities† New business opportunities† New customer base (wholesale water)† Engineering♦ Inspection♦ GIS♦

Customer Service
Wendy Welser Customer Service Director

Laboratory
Bill Thompson Director - Laboratory/Compliance

Asset Management
Document retrieval and archiving* Asset management system* Implementation and upgrades* Heavy maintenance♦ Asset and SOP documentation♦

Human Resources/Training
Ideal preliminary table of organization to be further developed in Phase II* Organizational-makeup recommendations with cost savings identified and quantified† Human Resources♦

Communications
Paul Whitmore Communications Manager

Asset Management
Bill Fahey Director - Asset Management Sherrae Davis Capital Program Specialist

Human Resources/Training
Elizabeth Parnell Director - Human Resources Tim Treger Training Director

Finance
Time sheets/cost accounting* Work flows and approval process for routine activities*

Sustainability and Energy Efficiency
Ed Pinero EVP of Sustainability

Pricing and Organization (Structuring)
Benchmark data and comparison† Projected capital cost to implement improvements (business case)†

Sustainability and Energy Efficiency
High-level energy analysis and recommendations†

Finance
Joey Tolbert Director - Finance

Pricing and Organization (Structuring)
Denny Tulenson VP of Structuring

Company Confidential - trade SeCret and proprietary information - Veolia Water

45

Water Utility operational efficiency and valUe creation analysis | city of st. loUis, Mo

Figure 5-2. Key staff resources (detailed resumes included for 20 of key staff resources in Appendix B)
Resume number Name/project role (if included)
Stephen Siegfried Program Manager/Phase 1 Study Manager David Gadis Steering Committee Member Denny Tulenson PMO Manager Structuring Specialist

Responsibilities and contributions

Key qualifications and similar projects

Office location

(1)

1

• Provides Technical/management direction for • 26+ years experience with water distribution, treatment and customer service operations overall program and customer service operations at • Planning/coordinating/managing responsibility for • Managedintransition of water systemfor water and wastewater operationsBuffalo, NY, and involved developing PPS projects • Work with senior City and Water Division officials • 23+ years of business experience, including 10+ years with Veolia Water to provide guidance and recommendations 14 years as Executive/Manager at Indianapolis Water (largest U.S. • Provide senior project leadership and ensure the • Similar project leadership role on PPS projects with New York City water O&M project) and Pittsburgh, PA • availability of resources • Support and perform study tasks, keep project on • 36+ years in water/wastewater O&M, laboratory analysis and project management, including schedule and develop the study report years Water • Evaluate benchmark data/comparisons, develop • collection/distribution systems; 21+for PPSwith VeoliaPittsburgh, PA Currently works as study manager project in business cases, evaluate P3 implementation • Worked as part of the team for New York City and Winnipeg PPS program teams strategy, and evaluate major operational processes • 7+ years PMO support role for water, wastewater operations, asset management, • Coordinate different tasks of the study, keep energy optimization, finance and business development project on schedule/develop the study reports • Involved in major program management efforts for various clients including: • Perform study tasks, as assigned • Key management resource for collaborative development and training • Direct internal communications with City and training initiatives • Facilitates strategic planning • Key resource for public media relations • Create/review all external communications • Key technical/management resource for accounting practices and audits • Responsible for evaluating accounting practices,
time sheets/cost accounting, work flows and approval process for routine activities the overall program and creating final report

% time working in St. Louis city limits (2)

Licenses held

Veolia Water Office One Ashley Place St. Louis, MO 63102 101 W. Washington Suite 1400 East Indianapolis, IN 46204 Veolia Water Office One Ashley Place St. Louis, MO 63102 Veolia Water Office One Ashley Place St. Louis, MO 63102 702 N. 15th St. Mailbox 43 St. Louis, MO 63103 515 Olive Suite 1204 St. Louis, MO 63101

50% None (minimum (inactive Water commitment) Operator Certifications)

2

100%

None

3

91%

Class IV, Wastewater Operator, OH-No. 4-91-09 P.E. pending; EIT License, IN - No. ET30302757

4

Manshi Low PMO Assistant Manager Jessica Perkins Vector Communications Organization Development (M/WBE) Julie Hauser The Hauser Group Public Relations Specialist
(WBE)

85%

• 15+ years in corporate financial planning, marketing and sales, and 8 years in public •

New York City DEP; and Puerto Rico Aqueduct and Sewer Authority

5

policy analysis, public affairs training, strategic planning, facilitation, and organizational development Strong St. Louis experience, including: project manager for MSD’s Clean Rivers Healthy Communities Program and on the core team for developing City’s sustainability plan

100%

Certified trainer

6

7

Jeffery Randle Randle & Associates Accounting Specialist (MBE) Nicholas Coates, PLS ABNA Engineering Project Engineering Specialist (MBE) Frank Eppert, P.E. AFRAM Corporation Engineering Specialist (MBE)

• 20+ years in public relations operating in numerous sectors: telecommunications, technology, healthcare and economic development; active in environmental arena. • President and founder of this WBE Public Relations firm based in of St. Louis • 20+ years leading finance, accounting, auditing, operations, business management and organizational development projects • President/Managing Partner of firm that performs/oversees financial/compliance audits • Former CPA with KPMG, LLP, supervised audits of non-profits and numerous governmental
entities, which including participating in the audit of St. Louis

100%

None

70 Black Jack Ct. Florissant, MO 63033

100%

Certified Public Accountant License No. 013509 Professional Land Surveyor, MO No. 2008000716 P.E. in MO, No. 014674

8

• Key resource for engineering initiatives • Evaluate GIS, surveying distribution network
assessments

9
(1)

• Resource for energy efficiency of pumping and
electrical equipment condition assessment

• 24+ years experience in surveying for civil engineering, heavy civil construction and oil field services worldwide • Served as Survey Manager for the 2.1-mile Loop Trolley system in Missouri • 40 years of experience in engineering consulting for mechanical, electrical, plumbing and fire protection systems for industrial facilities • Performed hydrologic/hydraulic modeling/analysis for MSD’s Harlem-Baden Pumping Station
to determine pump size and participated in pump station design

4140 Lindell Blvd. St. Louis, MO 63108

100%

1601 Olive St. St. Louis, MO 63103

100%

The Veolia Water Office in St. Louis is that will be co-located with the Veolia Energy Office (Trigen-St. Louis Energy Corp., One Ashley Place, St. Louis, MO 63102). Refers to time that will be spent working on the Operational Efficiency and Value creation analysis project. (3) 10%, or as needed.
(2)

46

coMpany confidential - trade secret and proprietary inforMation - veolia Water

projeCt team | SeCtion 5

Figure 5-2. Key staff resources (detailed resumes included for 20 of key staff resources in Appendix B)
Resume number Name/project role (if included) Responsibilities and contributions Key qualifications and similar projects Office location
(1)

10

Jeffrey Gratzer, P.E. Jacobs Engineering Engineering Specialist Sherrae Davis Capital Program Specialist

• Key technical/management resource for engineering initiatives • Develop recommendations for consolidation

% time working in St. Louis city limits (2)

Licenses held

11

12

Joey Tolbert Finance Specialist

13

Robert Martin, P.E. Water System Director

14

William Fahey Asset Management Specialist

• Review of Capital Improvement Plan • 15+ years of engineering and operations experience, including 10+ years on the O&M and • Resource for assessing capital needs for operations capital programs team for the Indianapolis Water project improvement recommendations • Part of the Veolia Water team at Winnipeg PPS supporting capital program development • Support manager for finance matters related to • Member of the Veolia Water Corporate Finance Team and resident of the greater water operations • Evaluate time sheets, cost accounting practices, • St. Louis areafinance and utility management, including 14 years with Veolia Water supporting 33+ years in records, and documenting recommendations Municipal Development with cost estimates and planning for municipal operations projects • Evaluate cost of services from other City • Former City Manager and City Chief Administrative Officer for Wood River, IL departments • Support engineering, metering recommendations, • Part of the Veolia Water Technical Direction Group (TDG), providing engineering support. water treatment processes • 34+ years in engineering and operations Assist with water audit • • Worked in progressively responsible roles during 23 years with the DuPage Water Commission with ultimate responsibility for directing the second-largest water system in IL • Support analysis of wholesale market potential • Technical/management support manager for • Veolia Water Asset Manager leader in North America above-ground asset management program • 20+ years in engineering, construction and O&M related to wastewater collection and treatment systems, including more than 12 years with Veolia Water Evaluate asset management system; • implementation and upgrades; recommendations • Part of the Veolia Water TDG group, an in-house team of engineering and research specialists for consolidation or decommissioning of existing supporting the delivery of PPS projects in North America facilities, heavy maintenance assets and SOP • Worked in progressively responsible roles with Massachusetts Water Resource Authority, • Technical/management support manager for laboratory matters related to water operations • Evaluate lab data collection and transfers and
documents recommendations documentation

or decommissioning of existing facilities in conjunction with Veolia Water experts and assist with water audit and wholesale sales

• 23+ years of engineering experience in wastewater, water, stormwater and CSO projects • Strong Missouri experience, including: multiple Project Manager positions for Public Water Supply District No.2, and St. Charles; Water & Light Department, Colombia • Knowledge of bulk sales to St. Charles Co.

501 N. Broadway St. Louis, MO 63102

100%

P.E. in MO, No. 1999137696

101 W. Washington Suite 1400 East Indianapolis, IN 46204 101 W. Washington Suite 1400 East Indianapolis, IN 46204

10%(3)

DSL Classification, State Water Operator IN-No. DS007772

80%

None

200 E. Randolph Suite 7900 Chicago, IL 60601 Metro South Executive Park 1115 W. Chestnut St. Suite 303 Brockton, MA 02301

80%

P.E., IL, No: 062.040150 IEPA Bureau of Water Class A Operator No. 106345594

80%

None

15

Bill Thompson Laboratory/Compliance Specialist

• 30+ years in managing capital projects and the startup of newly constructed water/ wastewater treatment facilities for municipal and industrial clients • Manager with Veolia Water’s TDG group, providing support to PPS and operations projects in • 14+ years in Information Technology, involved with business processes analysis, process mapping and quality consulting • Involved in supporting the IT needs of Veolia Water’s PPS projects in New York City and Pittsburgh, PA • Past work in progressively responsible roles with the Elli Lilly Company • 25+ years of experience in water, wastewater, and infrastructure projects • Works as part of the development and support team for the PPS projects in New York City
and Pittsburgh, PA North America

prior to joining Veolia Water

250 Airside Drive, Moon Township, PA 15108 101 W. Washington Suite 1400 East Indianapolis, IN 46204 101 W. Washington Suite 1400 East Indianapolis, IN 46204 101 W. Washington Suite 1400 East Indianapolis, IN 46204

100%

Class A-1 Waterworks Operator, PA-No. T0807 Class I Water Operator, GA-No. W1-013960

16

Melissa LeMasters IT Specialist

• Support manager for Information Systems and IT related needs • Evaluate IT functions and IT services • Technical/management resource for meter program assessment and planning • Evaluate metering program and make • Technical/management resource for hydraulics system, and oversight of engineering needs • Evaluate water processes and hydraulics system • Oversee recommendations for consolidation or
decommissioning of existing facilities recommendations with supporting data

100%

None

17

Ed Biskis, P.E. Metering/Underground Asset Specialist

89%

P.E. IN-No: PE 19900343 and MI-No: 6201036016

18

Jim Hurst, P.E., BCEE Chief Technical Officer

• Chief Technical Officer for Veolia Water North America and leader in the TDG group • 30+ years in water, wastewater, hazardous waste, biosolids and infrastructure projects • Worked in progressively responsible roles with HNTB Corporation--served as the senior-most
technical resource on water-related projects with HNTB prior to joining Veolia Water

10%(3)

BCEE, No. 05-20040 NCEES Model Law Engineer, No. 28417

The Veolia Water Office in St. Louis is that will be co-located with the Veolia Energy Office (Trigen-St. Louis Energy Corp., One Ashley Place, St. Louis, MO 63102). Refers to time that will be spent working on the Operational Efficiency and Value creation analysis project. (3) 10%, or as needed.
(1) (2)

Company Confidential - trade SeCret and proprietary information - Veolia Water

47

Water Utility operational efficiency and valUe creation analysis | city of st. loUis, Mo

Figure 5-2. Key staff resources (detailed resumes included for 20 of key staff resources in Appendix B)
Resume number Name/project role (if included)
David Carter Steering Committee Member Marvin Gnagy, P.E. Engineering Specialist

Responsibilities and contributions

Key qualifications and similar projects

Office location

(1)

19

20

Additional staff resources (resumes not included) Technical and management support resource for Wendy Wesler customer service operations Customer Service Evaluate operation of the call center and customer Specialist service matters including CIS

• Provide senior operations leadership for • 22+ years in engineering, with 7 years dedicated to water and wastewater operations Veolia Water’s Central Region operations • Oversees and supports Veolia Water’s municipal O&M projects in Missouri and Central U.S • Work with senior City and Water Division officials region, which includes supporting PPS program delivery to provide guidance and recommendations • Former Vice President of Operations for Utilities, Inc., Northbrook, IL, prior to Veolia Water • Technical/management support resource for • 35+ years in water treatment system operation, maintenance, design and construction engineering needs • Part of Veolia Water TDG group engineering and research specialist • Evaluate water treatment processes • Former Superintendent of Water for three communities in OH prior to Veolia Water • • • Veolia Water lead for Customer Service • 23+ years in customer service management and support center operations • 18+ years in corporate training development and management • Former customer service manager for Ann Arbor, MI, prior to Veolia Water • Veolia Water’s Corporate Sustainability Manager • 30+ years of environmental experience in both governmental and private-sector roles • Former Deputy Federal Environment Executive working as part of the White House staff • 30+ years in maintenance of water and wastewater treatment facilities, automation design/ implementation and SCADA/PLC programming • Key member of the Veolia Water team involved in supporting water and wastewater
operations for projects throughout North America

% time working in St. Louis city limits (2)
100%

Licenses held

184 Shuman Blvd. Suite 450 Naperville, IL 60563 101 W. Washington Suite 1400 East Indianapolis, IN 46204

None P.E., OH-No. 71961 Class IV Water Operator OH-No. 4-85-05

80%

8450 Forest Home Greenfield, WI 53228 200 E. Randolph Suite 7900 Chicago, IL 60601 2275 NE Francis Ct. Gresham, OR 97030 101 W. Washington Suite 1400 East Indianapolis, IN 46204 101 W. Washington Suite 1400 East Indianapolis, IN 46204 200 E. Randolph Suite 7900 Chicago, IL 60601

80%

None

Ed Pinero Sustainability/Energy Efficiency Specialist Kip Edgley SCADA Specialist Ed Collins Purchasing/Inventory/ Fleet Specialist Elizabeth Parnell Human Resources Specialist Tim Treger Training Specialist

• Provide support for the sustainability and energy and water footprint program • Create high-level energy analysis/recommendations • Technical/management resource manager for SCADA system • Evaluate the SCADA system • Support resource manager for purchasing, inventory and fleet programs • Evaluate purchasing, fleet maintenance and
warehousing practices

80%

None Elec. Insp. OR-No. 3923EI Level II Thermographic Analysis Tech.-No. 3019

100%

• Support resource manager for HR activities • Evaluate HR practices and create preliminary table
of the organization

• 13+ years in procurement and sourcing operations, all with Veolia Water • Worked on the largest water O&M project in North America (Indianapolis, Indiana) • Responsible for supporting Veolia Water’s MBE/WBE programs in North America • 12+ years in HR including employment, employee relations, wage and benefit administration, labor relations, regulatory compliance and training • HR support manager for Indianapolis contract, providing strategic direction in talent • 13+ years in all aspects of training, including development of programs to address safety, technical and professional skills for employee operators and leaders • Worked in progressively responsible roles related to learning and development roles for
electrical, credit reporting and consulting companies prior to joining Veolia Water acquisition/management, work force planning and employee relations and development

100%

None

10%(3)

None

• Support resource manager for training and employee development related activities • Evaluate training practices and activities •
Support resource for planning/implementing internal and external communications programs

10%(3)

None

Paul Whitmore Communications Manager Rudy Stein GIS/Inspection Specialist
(1) (2)

• 12+ years as a Communications Manager with public agencies and private companies • Communications Manager for Indianapolis Water contract, developed communications • 10+ years with engineering/environmental consulting firms, 8 years in manufacturing • Manager for Veolia Water’s North American underground asset management (UGAM)
program in Central U.S

outreach plans/programs, was a media spokesperson and tracked, reported on/evaluated media relations efforts, coordinated production of external communications tools

101 W. Washington Suite 1400 East Indianapolis, IN 46204 184 Shuman Blvd. Suite 450 Naperville, IL 60563

10%(3)

None

The Veolia Water Office in St. Louis is that will be co-located with the Veolia Energy Office (Trigen-St. Louis Energy Corp., One Ashley Place, St. Louis, MO 63102). Refers to time that will be spent working on the Operational Efficiency and Value creation analysis project. (3) 10%, or as needed.

• Support resource manager for GIS/inspection program • Evaluate GIS/inspection program

80%

None

48

coMpany confidential - trade secret and proprietary inforMation - veolia Water

proJeCt team | SeCtion 5

Leadership Case study - indianapoLis
80

Veolia Water builds the right team

operating costs in millions ($)

70

Our proposed Steering Committe member, David Gadis, led the historically largest U.S. water partnership with Indianapolis Water. David built a team that achieved over 35% M/WBE involvement with a 92% local business spend level, increased quality to achieve an industry-first ISO 9001 and 14001 for water treatment, and implemented operational efficiencies to provide the City with up to $18 million in annual savings.

d ojecte City pr ns costs io operat
approximately $18 M savings in annual savings
costs Veolia Water operations

60

Veolia Water contracted

50

C
1999 2000

pe ity o
2001

ratio

osts ns c

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Year

Program Manager and Study Manager
Steve Siegfried, Program Manager/Phase 1 Study Manager for the St. Louis project, is a Technical Manager with Veolia Water, having joined the company in 2006. He has responsibility for providing oversight, management and technical expertise for business development, and has been engaged in developing PPS projects for water and wastewater systems. He has more than 26 years of professional experience, with a strong background in the O&M of drinking water distribution systems and treatment plants. His experience ranges from top management to hands-on operations responsibility for distribution piping and water treatment systems. He has operated complex water facilities ranging in size to 160 MGD and distribution systems of nearly 800 miles long. Steve has had P&L responsibility for projects totaling more than $24 million annually. He has developed multi-year operating budgets and ensuring that budget targets were met. Additionally, he has been involved with developing long-range capital improvement plans, as well as five-year capital plans. He holds a bachelor’s degree in Geology and has been a registered Professional Geologist. He has completed master’s degree courses in a range of water-related subjects. He has held Class 4 Water Operator certifications in four states and has held Class 4 Water Distribution Operator certifications in three states. Denny Tulenson, PMO Manager for the St. Louis project, is Vice President of Veolia Water’s Municipal Project Structuring team. He has over 36 years of

experience in water and wastewater operations and project management, including training, troubleshooting, and project startups and transitions. Denny has been with Veolia Water for 13 years, and has a long history of work in plant operations and management, having managed wastewater treatment facilities up to 14 MGD. As a former technical manager, he has supported multiple project teams across service areas. His technical expertise has helped improve process performance and reduce costs, meet improved treatment objectives, develop budgets, and lead transitions and project startups. He is effective in identifying and implementing cost-saving measures at existing projects as well as in support of business development activities. He has led the analysis and preparation of business cases for the PPS projects, including (most recently) the New York City, Winnipeg and Pittsburgh projects. He is currently working as a part of the delivery team for the PPS project with the Pittsburgh Water & Sewer Authority. Denny holds a Class IV Wastewater Operator certification in Ohio.

Office locations, percentage of time to be spent in St. Louis and licensing of staff
Please refer to Figure 5-2, our table of personnel, which follows Figure 5-1, our proposed project organizational chart. The percentage of time working in St. Louis refers to time spent on the Operational Efficiency and Value Creation Analysis project.
49

Company Confidential - trade SeCret and proprietary information - Veolia Water

Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

Bringing people together
Veolia Water communications specialist, Matt Demo (picture center), meets with St. Louis public relations firms Vector Communication and The Hauser Group, with respective principals Laurna Godwin (left) and Julie Hauser (right). Matt’s colleague, Paul Whitmore, will work closely with Vector and Hauser to raise community awareness of the tremendous work being done to keep St. Louis’ water services both low cost and great tasting.

Experience and qualifications of the subcontractors
VECTOR COMMUNICATIONS

HAUSER GROUP

Vector Communications Corporation is an awardwinning public engagement and communications consulting firm based in downtown St. Louis. As a public engagement company, the firm involves citizens in public policy dialogue and decision-making in a number of issue areas such as water, wastewater and sustainability. Besides public engagement, Vector’s other core competencies are strategic planning and collaborative development; meeting facilitation; communications planning; event planning; media relations; graphic design; and video production. It has provided these services for a number of governmental and quasi-governmental agencies, nonprofit organizations and corporations, including several for the City of St. Louis, such as the citywide parks and open space plan; the regional community centers plan; the housing authority; and for the last seven years, the St. Louis Development Corporation’s annual business luncheon. Thus, the firm knows St. Louis well and has been involved in several successful projects that have improved how residents live, work and play. Vector has also used its planning, event planning, and communications skills (including writing and producing brochures, websites, newsletters and videos) on several water, wastewater, stormwater and sustainability projects. This knowledge will be helpful when engaging Water Division employees and stakeholders. Several of the water-related projects Vector has worked on are described in Section 7, M/WBE Utilization Plan.

The Hauser Group is a WBEcertified communications firm based in St. Louis that provides ongoing strategic counsel and communications services for a range of noteworthy clients in the bi-state St. Louis metropolitan area and across the state of Missouri. Company president Julie Hauser has assembled a team of professionals who share a common trait – solid communications and media relations skills. From working with clients to develop a comprehensive communications strategy to writing for a range of mediums and pitching the media, Hauser Group draws on those skills every day to influence and educate a range of business and consumer audiences, while raising awareness about our clients and their organizations. Julie is personally involved in setting the strategy for each client and then works with one or more staff members on implementation, with the team size being determined based upon the size and scope of the project or ongoing campaign. As part of the Veolia Water team, Hauser would provide media relations support at the appropriate times. Utilization of Hauser Group is also discussed further in Section 7. Most impressive is the longevity of its client relationships, which are a testament to Hauser’s ability to continuously deliver. Those clients include Leadership Council Southwestern Illinois, Metro, Citizens for Modern Transit, Great Rivers Greenway, the Metro East Park & Recreation District, Madison County Transit/RideFinders, Delta Dental of Missouri, U.S. Cellular, the St. Louis Regional Clean Air Partnership and Vertegy, the sustainability of consulting arm of Alberici.
RANDLE & ASSOCIATES

In a similar vein, we added Randle & Associates, a St. Louis-based MBE firm, to our team because of the breadth
50 Company Confidential - trade SeCret and proprietary information - Veolia Water

proJeCt team | SeCtion 5

and depth of Jeffery Randle’s experience gained from over 14 years of auditing City departments and similar agencies. Jeffery Randle has performed financial analysis services to the City for over 20 years. He started his career with KPMG working on the audit of the City in 1989 and has been involved in various facets since that time. Randle & Associates has substantial knowledge of the City’s operations and how the Water Division, as an enterprise fund, impacts the City’s budgetary and operational needs. Additionally, Jeffery’s experience with risk assessments and financial accountability of the operations of enterprise funds will assist in determining improvements in the areas of enhancing revenueto-expense ratios, work flow and approval processes of routine activities, asset management, timesheet tracking and accountability and ensuring all cost is properly allocated to the production.
ABNA

ABNA will provide value engineering to deliver a sound analysis based on innovative yet practical solutions. The firm will serve as an extension of Veolia Water staff to meet project needs. ABNA’s long-term benefits to St. Louis are the firm’s performance, partnership, and capacity. The ABNA team is well positioned to begin work on this assignment and align staff and resources with the project’sneeds. ABNA has state-of-the-art equipment that uses Microstation V8, Geopak, LEAP, STAAD, AGi 32, HCS, HEC RAS, Hydroflow 2000 and Primavera Suretrak, and can address all aspects of this project.
AFRAM

ABNA offers a full range of civil engineering support to the project’s needs. The firm’s design specialties include site, roadway, grading and storm and sewer solutions for a host of capital improvement projects, including public works, commercial, industrial, transportation, plant expansions, building facilities, parks and recreation and infrastructure.

Afram is an experienced MBE construction and project management firm with engineering expertise that will be specifically deployed to address the following areas:
Energy efficiency in pumping

AFRAM has provided design of water pumping facilities for the St. Louis Metropolitan Sewer District for the past 15 years. AFRAM has researched pump and motor combinations to provide the greatest efficiency available for the application, resulting in energy savings for operation of the facilities.

The Veolia Energy steam plant control room

Veolia employees Dan and Arnold check the digital readouts of the facility’s boilers, providing steam to locations throughout downtown St. Louis.

Company Confidential - trade SeCret and proprietary information - Veolia Water

51

Water Utility operational effiCienCy and ValUe Creation analySiS | City of St. loUiS, mo

A current AFRAM project being performed for the City of Memphis involves replacement of pumps and controls for a century-old water pumping station in the City. A system curve has been developed to aid in pump selection and confirm that the head conditions agree with the design rating. New pump motors were specified with the highest efficiency rating available, and the electrical supply for the pumps was upgraded to include VFD drives for the pumps, resulting in greater energy savings.
Assist water audit

role of the steering committee and management committee. Our organization and project governance is designed to build collaboration between the Water Division and Veolia Water, quickly and efficiently bringing our experts in to your organization to evaluate and assess opportunities for operational efficiency and value creation.

Team member availability
Please refer to Figure 5-2. All of the identified team members in the Organization Chart, from Veolia Water and our local partners, have made themselves individually available during the study period to complete their assigned tasks.

AFRAM has assisted Jacobs on several projects over the past ten years. These have included providing civil, mechanical and electrical design services on municipal and governmental projects.
Electrical equipment/switchgear condition assessment

List of employees by classification
The RFP requested the number of employees by classification that may be utilized for this project. We include this information for Veolia Water and our subcontractors below: veolia water: ● Managers (3) ● Professionals (17) ● Technicians (9) ● Support Staff (8) vector communications: ● Principals (2) ● Staff consultant (1) ● Project coordinator/graphic designers (2) the hauser Group: ● Principals (1) ● Support Staff (1) randle & associates: ● Principal (1) ● Support Staff (1) aBna Engineering: ● Principal (1) ● Technicians (2) ● Support Staff (1) aFram corporation: ● Technicians (2) ● Support Staff (1) jacob Engineering Group:

AFRAM has undertaken several projects involving an analysis of existing switchgear and related electrical distribution and control systems. AFRAM provided staff during construction of upgrades to four treatment plants for the St. Louis Metropolitan Sewer District where existing electrical switchgear was to remain in use after the upgrade.
JACOBS ENGINEERING

Jacobs Engineering is one of the largest engineering firms in St. Louis, with particular expertise for this project. Their staff will be focused on the following topics: 1. Water audit: analysis of non-revenue water, and water loss 2. Water system capacity study, particularly scenario for optimizing capacity (existing and restructured) under different demand forecasts 3. Analyzing opportunities for additional wholesale/bulk water sales. In this last area, Jeff Gratzer, who was the project manager for the St. Charles County District #2 Waster Master Plan, has special knowledge of this topic to contribute to the analysis.

Team organization chart with project governance
Please refer to Figure 5-2, where you will find the structure of our team along with description of the

Professionals (1)

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Company Confidential - trade SeCret and proprietary information - Veolia Water

proximity

proXimity | SeCtion 6

6. Proximity
Veolia companies have a proud tradition of service in and around the City of St. Louis.

The RFP requested a description of our proximity, familiarity and work rate with the St. Louis area. We are proud of our local presence and we are very excited for the opportunity to expand the Veolia family of companies’ service to the St. Louis area. Veolia Water sister companies in waste services and energy services have long served the St. Louis community. Veolia Water continues a long and successful track record of service to several of St. Louis’ suburbs, including Edwardsville (where we have worked with the City since 1987) and Wood River (where our firm has provided operations services since 1985). All together, Veolia Water and affiliated companies have 225 employees in the greater St. Louis area.

materials and information, to gain a better understanding of the current water operations as well as the City’s needs and goals over the long term. With respect to comparable water utilities, our experience in operating and managing large water utility operations in the central United States and of similar vintage and treatment technology, includes our completed project with the City of Indianapolis, Indiana, and our ongoing management of water operations in the City of Buffalo, New York. Much of St. Louis’ water system infrastructure and assets date from the last century, as do many of the systems that Veolia Water operates in Northeast urban areas (including plants in and around cities such as Boston and Providence ), the current operations in Buffalo, as well as many of the systems we manage for major urban areas in Europe. As a result of this ongoing work, Veolia Water is very familiar with the challenges of managing older assets and their associated infrastructure. Additionally, our internal specialty groups in aboveground and underground asset management have developed specialized asset management methodologies and tools to address challenges similar to those St. Louis faces.

Knowledge of St. Louis geography and familiarity with the condition of older water utilities
Over the past year, Veolia Water met a number of times with City staff and Water Division leaders, and in 2010 a small Veolia Water team toured the Water Division’s operations. We also performed preliminary due diligence, using publicly available
Local presence in St. Louis suburbs

Veolia Water continues a long and successful track record of service to Edwardsville (left) and Wood River (Right)

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Veolia Energy Vice President/GM, Dan Dennis, welcomed us to locate with him in office space adjacent to the steam/power plant.
Because of the collaborative spirit of PPS and our desire to build working relationships with the Water Division staff, we prefer to co-locate in your offices, to the extent possible, given the constraints of your office space. Alternatively, Veolia Energy’s offices will serve as Veolia Water’s downtown St. Louis headquarters.

Local office and percentage of work in St. Louis
Based on the collaborative spirit of PPS and our experience in other PPS projects, the greatest value comes from co-locating the Veolia Water staff with the client’s staff, which facilitates interaction and idea generation. If this is not feasible, we will base Veolia Water’s in-city office with the Veolia Energy facility located downtown, on the bank of the Mississippi River at One Ashley Place. From this facility, Veolia Energy’s Trigen district energy plant provides centrally produced steam from a cogeneration facility to approximately 82 customers in the central business district. The production capacity is an impressive 440,000 pounds per hour of steam with 15 net megawatts of cogeneration capacity. This includes 20 gross megawatts of peaking and back-up electric generation capacity as

well as a distribution network of 15 miles of steam and hot water pipes throughout downtown St. Louis. As Phase 1 progresses, approximately 75-80% of the overall study work will be performed within the St. Louis city limits (including time spent at the two treatment plants and throughout the City conducting our analyses). A projection of time to be spent in the City while working on this project is given in Figure 5-2. Veolia Water technical specialists will be flown in from across the country to evaluate the identified target areas that fall under their specialization. When not in the field, our specialists will take advantage of our local office to share initial findings prior to returning to home offices and/ or Veolia Water research and testing facilities for further data analysis. Our staff will be joined by our six local partner firms, which will partly collaborate with us at the plants, in our downtown office, as well as continuing to work from their own St. Louis

Veolia Energy’s network of 15 miles of steam and hot water pipes includes service to the World Champions.

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proXimity | SeCtion 6

Joey Tolbert

Veolia Water financial specialist for the past 14 years, Joey Tolbert is one of many on our team who is particularly excited and hopeful for our award. He is a native of the St. Louis area and a diehard Cards’ fan. Joey brings a wealth of experience in municipal and utility finance and management, having served as City Manager of St. Louis suburb Wood River.

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the project and corporate review teams on projects that require corporate approval.
VEOLIA ENVIRONMENTAL SERVICES CONTINUED PRESENCE IN THE ST. LOUIS AREA

Veolia Environmental Services (VES), our affiliated company providing waste management and commercial cleaning services (including sewer, pipeline and tank cleaning) to industry and government clients, has four offices in the State of Missouri and a nearby facility with 187 employees in Sauget, Illinois just across the Mississippi River.
Out of the box inspiration
Joey and a colleague take inspiration from the Arch as they discuss creative solutions to improving the revenue of the water enterprise fund and the City at large.

offices. If selected to continue our transformative work in Phase 2, our local presence will increase with significantly more specialists in the City, working on extensive cost-saving and value creation tasks requiring nearly 100% commitment of time.

Local residents and overall level of familiarity with the St. Louis area
Our Veolia Water team specialists include several St. Louis-area natives and residents. We have also brought onto our team a number of local smallbusiness M/WBE partners to work with us in key engineering, communications and financial accounting areas.
JOEY TOLBERT – FINANCE SPECIALIST

The Sauget facility is a 35-acre site, of which 25 acres are used for active hazardous waste management. VES-TWI operates two fixed-hearth, dual-chamber, multi-type feed incinerators and one rotary kiln incinerator. Combined, they are capable of totaling 86 million BTU/hr. The facility currently includes 10 container storage units, two tank farms, three material processing areas and a drum decant area, as well as a complete analytical laboratory performing all analytical testing required by VES’ permit.

Our own financial specialist, Joey Tolbert, is one of many on our team who is particularly excited and hopeful for our award. A native of the St. Louis area and a diehard Cards’ fan, Joey brings a wealth of experience in municipal and utility finance and management. Joey has worked for Veolia Water for 14 years. Prior to that, he worked in the municipal sector for nearly 12 years as City Manager and Finance Director in Wood River, Illinois. He has more than 30 years of experience in finance, with an emphasis in the area of municipal finance. He has specialized experience in the areas of personnel management, governmental administration and compliance; collection and disbursement of municipal funds; management of pension funds; preparation of budgets and financial statements; and oversight of all municipal financial operations. Joey has worked with project development teams to assess financing alternatives for funding projectrelated capital improvements. He also works with
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Veolia’s 187 employee operation east of the river

Veolia Environmental Services General Manager Doug Harris poses in front of the Veolia Sauget Incinerator facility, where our sister company has a strong and continuing presence.

Company Confidential - trade SeCret and proprietary information - Veolia Water

m/ wb E u t il i z at i o n pl a n

m/WBe UtiliZation plan | SeCtion 7

7. M/WBE utilization plan
Veolia Water brings the right experience, culture and commitment to partner with St. Louis’ M/WBE firms and disadvantaged community at large.

Minority and women-owned business enterprise utilization plan
Veolia Water understands and supports the City of St. Louis and the Water Division’s goals as they relate to diversity in all aspects of staffing and subcontracting. Our team, as discussed in this proposal, reflects the diversity of the St. Louis community and includes local firms in key project roles. Veolia Water’s global CEO, Jean-Michel Herrewyn, in our firm’s Diversity Yearbook says it best: “diversity and Inclusion can be summed up in just two words…creativity and innovation!” Veolia Water believes that diverse employees and suppliers, along with a culture of diversity and inclusion, help us propel creativity, drive innovation and serve clients as the true global water industry leader. Far more than meeting basic requirements as an equal employment opportunity employer, Veolia Water North America embraces the spirit of diversity and demonstrates a strong commitment – knowing that diversity not only “works” in the workplace but also strengthens communities and spurs results for our clients through a greater ability to create, innovate and add value. In this light, diversity helps us better understand, mirror, represent and serve our clients and communities. We support the use, growth and development of diverse businesses in our day-to-day partnering, operations and purchasing activities. Our track record bears this out. Our Supplier Diversity Program’s national focus is targeted at maintaining a vendor database that allows us to meet all project needs by drawing from a diverse pool of prequalified subcontractors and ensuring the widest possible participation opportunity to all firms. Companies

Veolia Water’s newsworthy successes in Fulton County
Veolia Water plant manager, Kevin Miller, is featured on the cover of industry magazine Treatment Plant Operator (February 2012 Edition), which details our success at the Johns Creek Environmental Campus in Roswell, Georgia. Our efforts in the Fulton County community have helped to develop the local workforce and promote economic growth.

can register at our supplier diversity site: www. veoliawaterna.com/about-us/supplier-diversity. Veolia Water is a corporate member of the National Minority Supplier Development Council (NMSDC), a private organization that currently matches more than 15,000 minority-owned businesses (Asian, Black, Hispanic and Native American) with
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Veolia Water’s Executive Vice President, David Gadis, calls for increased supplier diversity.
Veolia Water staff, including members of our North America Human Resources and Diversity Team, participated in an NMSDC event held in Indianapolis —an event at which our firm was a key sponsor. A number of managers and staff from our Business Operations Center also attended this event.

member corporations that want to purchase goods and services. Through our affiliation with this organization, Veolia Water has ready access to the NMSDC’s database of certified suppliers. We have signed a national agreement with the National Urban League to identify opportunities for local involvement on projects that our firm is in the process of developing. In communities such as St. Louis, where we are working to develop projects, we’ve conducted vendor fairs and outreach programs to foster local participation with diverse suppliers and companies. Our results have been excellent. In Indianapolis — where Veolia Water held the (historically) largest water O&M contract through 2011 — we increased MBE and WBE business enterprise participation from just 10% to nearly 35%, well exceeding City goals. This increase represents twice the level required by the City and five times more than the previous water manager. In an nine-year span, we kept more than $250 million in the local economy by purchasing goods and services from local businesses 92% of the time. In St. Louis, Veolia Water has applied the lessonslearned in our work with clients such as Indianapolis and tapped into our regional and national resources to seek out and partner with local business partners whose expertise and experience complements ours. Our focus in these efforts was to identify and partner with firms that have deep, local knowledge of St. Louis as well as experience relevant to the
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scope of services requested for the Operational Efficiency and Value Creation Analysis project. Appendix A presents Veolia Water’s proposed MBE and WBE utilization plan, providing for an involvement level of 25.1% MBE and 6.4% WBE project participation, exceeding requirements. Our proven process to finding the right, local M/WBE firms to join our team includes three steps. First, we start with an assessment of program subcontracting needs. This is followed by community outreach and opportunity awareness, which in this case included a solicitation workshop in downtown St. Louis where we met with a variety of firms and interviewed each toward potential roles on the project. Finally, we verified the M/WBE firm capabilities and made our selection and utilization plan. The results of this process are the team member firms and roles outlined below.

Recognition of achievement for Veolia Water’s M/WBE program in Indianapolis
Veolia Water’s achievement for the City of Indianapolis in M/WBE outreach and participation were recognized with award by Mayor Greg Ballard of the 2009 Workforce Diversity trophy for excellence in our inclusion of diverse and disadvantaged local businesses into our contract water operations.

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m/WBe UtiliZation plan | SeCtion 7

Vector Communications
Vector Communications, a St. Louisbased WBE firm, has extensive experience facilitating strategic planning and collaborative Jessica Perkins development for organizations using Partner - Vector the same tools and techniques they will apply to help launch this project. Jessica Perkins, the firm’s practice leader, will lead this effort. For the City of St. Louis Water Division project, Vector will provide strategic planning and collaborative development, meeting facilitation, communications, event planning and stakeholder engagement. It will work with management and staff to facilitate a planning process that will not only enhance employee relations, but also efficiencies and customer service. Vector will also be responsible for keeping employees up to date through regular communications and events, as well as making sure key stakeholders, such as the unions, are kept abreast of the project. Two of the water-related projects Vector has worked on include:

with its “Business of the Year” award. Winning Women honored the firm with its “Regional Economic Development Award.” Nominated by St. Louis Development Corporation, Vector received the award for advancing economic development in the metropolitan region. The St. Louis Minority Business Council has also recognized Vector as “MBE (Minority Business Enterprise) of the Year” in the category of professional services.

Randle & Associates
In a similar vein, we added Randle & Associates, a St. Jeffery Randle Louis-based MBE firm, to our team because of the breadth and depth of Jeffery Randle’s experience gained from over 14 years of auditing City departments and similar agencies. The Water Division will benefit from the capabilities of Randle & Associates, LLC, CPAs based on the following:

metropolitan st. Louis sewer district’s Longterm control Plan – For two years, Vector conducted an extensive public engagement process for the Metropolitan St. Louis Sewer District’s (MSD) long-term control plan. The purpose was to address how to reduce combined sewer overflows, which had been cited by the U.S. EPA, and the rate implications for different control options. As part of its public engagement process, Vector conducted 21 stakeholder interviews and 58 community presentations; conducted a 900-household telephone survey; created a stakeholder advisory group and held three rounds of 11 public meetings. city of st. Louis sustainability Plan – Working with another firm, Vector assisted with outreach and engagement during the City’s first-ever, Mayor’s Summit on Sustainability, which encompassed four events over a 36hour period. For two of the four events, Vector consultants facilitated small group discussions for the plan’s functional categories. Vector was also responsible for conducting an online survey, followed by a summary. Vector’s work has been recognized locally, nationally and internationally. The Association of Marketing and Communications Professionals honored the firm with its international AVA award for outstanding video production and graphic design for its video on the City of Louis. The City has honored Vector

The CPA firm has considerable experience serving governmental entities and specific experience servicing enterprise funds of governments. In addition to significant prior experience with and knowledge of the City of St. Louis government, Randle & Associates has considerable experience serving governmental entities.

Jeffery, the President and founder of the firm, is a CPA and has served as the engagement partner on the following projects:
● ● ● ● ● ●

City of Beverly Hills, Missouri City of East St. Louis, Illinois City of St. Louis Airport City of Velda Village Hills, Missouri City of St. Louis Mental Health Board of Trustees Douglas County Housing Authority

Randle & Associates also has several years of experience serving as a subcontractor on several local engagements including the following:

City of St. Louis – Comprehensive Annual Financial Report audit City of St. Louis – Police Department Audit City of St. Louis – Single Audit City of St. Louis – Parking Division Audit Metropolitan St. Louis Sewer District (Financial Statement, Pensions and Compliance Audits)
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● ● ● ●

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Metropolitan St. Louis Sewer District (Billing and Collection Assessment) Metropolitan St. Louis Sewer District (Contract Compliance Review) St. Louis Development Corporation (Financial Statement and Compliance Audits) St. Louis Public Schools (Financial Statement and Compliance Audits)

The Hauser Group
Veolia Water has already engaged The Hauser Group to work helping on a variety of media projects throughout the country. We look forward to integrating Hauser into Julie Hauser any external communications the City needs as the project progresses. As part of the Veolia Water team, The Hauser Group will provide media relations support at the appropriate times to help achieve three goals: 1. Ensure the public understands that the City of St. Louis is engaging in this initiative so it can continue to deliver safe, great-tasting water at lowest possible cost and with the least environmental impact. 2. Keep the public informed about any changes that will impact them. 3. Promote the positive outcomes as your various objectives are met. The Hauser Group’s success with media relations campaigns is due in part to understanding what the media needs and how they need it and also because of the firm’s focus on follow up to encourage use of the information provided and foster media relationships that yield results. These local firms complement Veolia Water’s expertise and bring deep local knowledge and experience, including familiarity with City operations, to the project. For St. Louis, it is the best of both worlds: Veolia Water’s worldwide experience coupled with our local partners’ knowledge of your city.

Jeffery has performed services to the City for over 20 years. He started his career with KPMG working on the audit of the City in 1989 and has been involved in various facets since that time. Randle & Associates has substantial knowledge of the City’s operations and how the Water Division, as an enterprise fund, impacts the City’s budgetary and operational needs. Additionally, Jeffery’s experience with risk assessments and financial accountability of the operations of enterprise funds will assist in determining improvements in the areas of enhancing revenue-to-expense ratios, work flow and approval processes of routine activities, asset management, timesheet tracking and accountability and ensuring all cost is properly allocated to the production.

ABNA Engineering and AFRAM Corporation
Our two engineering firms, ABNA and AFRAM, are both MBE firms and will assist us in several critical areas of due diligence, including information and data gathering and analysis, but not limited to the following areas:

Water audit and accounting for non-revenue water (assisted by Jacobs Engineering). SCADA and GIS assessment. Energy efficiency and electrical equipment condition assessment. GIS applications. Specifically, the ABNA team is well positioned to begin work on this assignment and align staff and resources with your immediate needs. The team has state-of-the-art equipment that uses Microstation V8, Geopak, LEAP, STAAD, AGi 32, HCS, HEC RAS, Hydroflow 2000 and Primavera Suretrak. Metering assessment. Asset management documentation and database management.

● ●

● ●

Indianapolis, Indiana

As acknowledged in the RFP, this last item is critical, given the imminent retirement of senior leaders and staff with intimate knowledge of the assets.
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In the historically largest U.S. water partnership, with our $40 million/ year contract and up to $60 million/year in capital improvement, Veolia Water achieved over 35% M/WBE involvement with a 92% local business spend level — exceeding all goals.

Company Confidential - trade SeCret and proprietary information - Veolia Water

Appendix - A

appendix a – other required information

Appendix A – Other required information
Veolia Water has prepared and included in this Appendix our responses to the other required items identified in the Request for Proposals (on page 11 of 16).

A – Minority & Woman-Owned Business Enterprises (M/WBE Participation:
Veolia Water, as we have discussed in our Proposal, understands and supports the City of St. Louis’ commitment to involving M/WBE firms in meaningful roles on all consultant contracts. We also understand that the City, acting through the Airport Authority’s DBE Office, has established goals for 25% MBE and 5% WBE participation for this Consultant contract; with this goal being defined as a percentage of the original contract amount for the utilization of subcontractor firms owned and controlled by minorities and women. Our MBE and WBE participation plan exceeds requirements at 25.1% MBE and 6.4% WBE. On our team, as discussed in the Proposal, Veolia Water has recruited and included a core group of MBE and WBE firms that will work with us in key roles for the delivery of work under this contract. This level of commitment is documented on the “City of St. Louis Minority and Woman-Owned Business Enterprise (M/WBE) Utilization Plan” which is included at the end of this Appendix.

City of St. Louis, Public Utilities - Request for Proposals (RFP) – Reference Documents
1. 2011-12 Financial Statements [Posted: 08/01/2012] 2. FY 2012 Annual Operating Plan and Budget 3. St. Louis, Missouri, Code of Ordinances, Title 23, Public Utilities, Division I., Water 4. Service Area Information for Distribution System [Posted: 08/01/2012] 5. Water Treatment Plants, Summaries and Process Diagrams [Posted: 08/01/2012] 6. Monthly Operating Reports and Regulations [Posted: 08/01/2012] 7. Operations descriptions for the following SLWD/city departments [Updated: 08/08/2012] Data for this item is not available and therefore will not be provided.

8. Summary of City Services provided to SLWD [Posted: 08/01/2012] 9. Overview of SCADA system [Not Available At This Time]

8 – Acknowledgement of Clarifications and Answers to Questions
Veolia Water has reviewed and acknowledged all of the comments, questions and information posted (St. Louis Water Division Website at www. stlwater.com) and/or as provided by the designated contact for this project (Black & Veatch c/o Tom Ratzki at ratzkitj@bv.com). This material included the following (as noted from the Division’s web site notes, some of this information was not available and therefore was not used in the preparation of this submittal):

10. Description of SLWD drawings and document storage and retrieval process [Not Available At This Time] 11. Summary of available GIS information [Updated: 08/08/2012] The water distribution system maps have been converted from an AutoCAD format to a GIS format. SLWD uses “ESRI GIS” software. Much of the distribution system and portions of the two treatment plants are in GIS format, to include size and location of pipes, valves, hydrants, etc. System attributes are being converted from paper to electronic format. Most of the data within

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A-1

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the SLWD GIS system is considered critical to operational security and therefore will not be disbursed. 12. List of Rolling Stock and Material in Storage 13. Table of Organization and Personnel Data for SLWD [Posted: 08/01/2012] 14. List of Wholesale Customers of SLWD [Posted: 08/01/2012] 15. Questions and Answers [Updated: 08/29/2012]

City Of St. Louis, Public Utilities Request for Proposals (RFP) – Questions and Answers
a) July 16 - August 3, 2012 [Posted: 08/08/2012] b) August 4 - August 28, 2012 [Posted: 08/29/2012] c) August 29, 2012 [Posted: 08/29/2012]

B – Unauthorized Alien Employees
Veolia Water understands that, as a condition for the award of this contract or grant, our firm shall, pursuant to the provisions of Sections 285.530 through 285.555 of the Revised Statutes of Missouri 2000, as amended, by sworn affidavit and provision of documentation, affirm its enrollment and participation in E-Verify, a federal work authorization program, with respect to the employees working in connection with this Agreement. In this regard, Veolia Water has completed (and included in the pages that follow at the end of this Appendix) the executed “Affidavit” provided with the RFP affirming that our firm does not knowingly employ any person who is an unauthorized alien in connection with this Agreement pursuant to the above-stated Statutes. In addition to the “Affidavit” required, Veolia Water has provided a copy of the front page and signature pages of our firm’s “Memorandum of Understanding” as it has been filed with the Department of Homeland Security for E-Verify.

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Appendix - B

Stephen K. Siegfried
Education/ Training:
BA, Geology, George Washington University, Washington, D.C. Masters Engineering Geology Program (courses in Fluid Mechanics, Hydrology, Hydrogeology, and Geomechanics), Drexel University, Philadelphia, Pennsylvania OSHA 40-hour Training and Supervisory Training Rate School training by National Association of Regulatory Utility Commissioners American Water Works Management Training

Background: Mr. Siegfried is a Development and Technical Manager with Veolia Water North America Operating Services, LLC (Veolia Water) responsible for project development and implementation management and support. He has specialized expertise with large water system operations and management, which includes applying Veolia Water’s Peer Performance Solutions (PPS) type of approach—PPS involves conducting operations efficiency studies to identify cost savings and efficiencies for water and wastewater operations. Prior to this, Mr. Siegfried was an Area Manager and Development Manager in Veolia Water’s East Region operations group, with responsibility for providing oversight, management and technical support for new and established operations, maintenance and management (O&M), design/build/ operate (DBO) and related municipal water and wastewater projects. Mr. Siegfried has more than 24 years of industry experience, with a strong background in the operation and management of drinking water distribution systems and treatment plants. This includes experience ranging from top management to hands-on operations responsibility for distribution piping and water treatment systems. His water experience includes O&M of water treatment facilities (20-gallon-per-minute groundwater wells to 160-MGD surface water plants), and distribution systems (managing systems with up to 800 miles of mains) with additional involvement in water leak detection, pressure management, water lines flushing, hydrant maintenance and tank coating tasks. Throughout his career, Mr. Siegfried has had specific responsibility for meeting regulatory agency water quality standards and customer needs, along with metering, billing, collections and engineering. He has also been responsible for managing pipeline installation and replacement projects conducted on a routine basis. As a Manager, Mr. Siegfried has had P&L responsibility for projects totaling over $24 million annually, and has developed multi-year operating budgets and had responsibility for ensuring that budget targets were met. Additionally, he has had responsibility for developing long-range capital improvement plans. Key Experience: • 1/2010-Date: Technical Business Development Manager Veolia Water North America Operating Services, LLC • Managed development, contract negotiation and transition work for a new O&M agreement with the City of Buffalo, New York. Under this 10-year contract, which began in 2010, Veolia Water is managing the City’s water system and providing the benefits of the PPS approach. The system includes a 160-MGD water plant and 800 miles of water lines. Project also includes metering and customer service for 80,000 connections. • Managed the due diligence work, development of the Proposal and supplemental submittals, as well as contract negotiation. Contract terms and conditions include performance standards and significant incentives. • Transition work involved aligning the project O&M resources needed to bring the Veolia Water team to Buffalo, with support from multiple internal and external resources.

Registrations/ Certifications:
Inactive Professional Geologist, Pennsylvania Inactive Class 4, Water Treatment Operator Certification, CT, NH and MA (formerly PA, A1 and ABC) Inactive Class 4, Water Distribution Operator Certification, Connecticut, New Hampshire and Massachusetts

Membership/ Affiliation:
American Waterworks Association

Stephen K. Siegfried (continued)

• Provides leadership for new business development efforts, including PPS, O&M and DBO projects, along with technical and management support for ongoing projects for the firm’s North American operations.

• 2006-2009: Area Manager – Veolia Water North America – Northeast, LLC • Provided leadership for water system project development, transition and implementation for municipal projects in the State of New York and the New England region. This has included O&M projects for: distribution systems ranging in size from several miles to more than 800 miles in length; stand-alone satellite well systems; and water treatment plants. • Responsible for O&M budget development and verification, as well as for developing contractual options and budgets for meter reading, billing, customer service and collection projects. • 2003-2006: Director of Contract Operations, Northeast Region – American Water Services - Voorhees, New Jersey • Provided management oversight, personnel selection and placement, contract compliance and financial responsibility for O&M contracts in the Northeast region. Directed the operation of seven water treatment plants (ranging in size from 3-MGD to over 160-MGD), serving water to a population of approximately 500,000. Maintained distribution systems, including underground pipeline repair, tank management and pumping operations, for systems with populations of 5,000 to 280,000. Responsible for meter reading, billing, customer service and collection in systems with 3,000 to 80,000 accounts. • 1999-2003: Vice President, Operations – Torrington Water Company - Torrington, Connecticut • Managed regulatory compliance monitoring and sampling for all drinking water regulations. Maintained and operated the 9,000 service distribution system, reservoirs, 5.5-MGD treatment plant, tanks, pump stations, and meters with five pressure zones. Responsible for implementation of $2 million operating and $1.5 million capital improvement annual budgets. Conducted training program for Connecticut State waterworks certification of all distribution and treatment staff. • 1994-1996: Operations Manager – North Penn Water Authority - Landsdale, Pennsylvania • Operated and maintained 24,000 service connections with 370 miles of water main in 100 square mile service area experiencing rapid suburban growth (approximately 5% annual growth). • 1990-1994: Director of Public Works – Collegeville Trappe Public Works Department Trappe, Pennsylvania • Managed all aspects of water and sewer operations, billing, metering and administration. • Managed wells and pumping of 1-MGD from 12 wells in a region surrounded by Superfund sites. • Led technical activity in a cost recovery lawsuit action again the three polluters of the aquifer supplying public water. Conducted aquifer tests and installed wells to monitor the magnitude and extent of contamination. Installed and operated air strippers and VOC treatment systems. • Supervised $1.6 million expansion of sewer collection system, including coordination and inspection. Rebuilt facilities to meet current standards, repaired water main breaks, tapped mains and constructed new facilities. • 1992-1999: Instructor – Pennsylvania Department of Environmental Protection • Part-time Instructor for operator certification classes in Distribution Systems and Treatment. • 1986-1990: Project Manager/Geologist – BCM Engineers, Inc. - Plymouth Meeting, Pennsylvania • Led technical activity in hazardous waste site field investigations, including drilling and soil sampling. Conducted hydrogeologic investigations assessing the magnitude and extent of groundwater contamination. Conducted aquifer testing and permitting of several major supply wells in the Delaware and Susquehanna Basins. • Managed and conducted groundwater investigations, permitting and drilling activity for municipal supply wells in the states of Pennsylvania, Virginia and New Jersey.

David L. Gadis
Education:
BA, Marketing/ Communications, Southern Methodist University

Background: Mr. Gadis is an Executive Vice President with Veolia Water North America Operating Services, LLC (Veolia Water), and provides leadership for the firm’s municipal development efforts in the North American market. He also provides leadership for the company’s Peer Performance Solutions (PPS) project approach. Under this approach Veolia Water is working with some of the largest water and wastewater utilities in the U.S. to conduct detailed operations evaluations that lead to operations efficiencies and cost saving for their operations. Mr. Gadis is a part of the Veolia Water PPS team that is currently working with New York City, and will bring the benefits of that work experience to the benefit of this new project. Prior to this, Mr. Gadis was the President and manager of Veolia Water Indianapolis, LLC, the company that was charged with managing a water system serving almost a million people in Central Indiana. The scope of this contract, which ranked as the historically largest water system operations, maintenance and management (O&M) contract in the U.S., involved the operations and management of a water treatment, storage and supply system, and customer service organization. This contract also included a capital project component, and under this contract Veolia Water managed and implemented over $200 million in capital work for this aging water infrastructure. By the completion of this contract in 2011, with the transition of these operations and facilities to the new owner, Veolia Water had delivered a cumulative $83.1 million in cost savings. Additionally, Mr. Gadis has managed and played a key role in shaping Veolia Water's minority-owned (MBE) and woman-owned (WBE) recruitment and involvement program at Indianapolis, and now leads these efforts on a national basis. This program at Indianapolis well exceeded all of the City’s goals, keeping 92% of the dollars spent in the local economy, and maintaining a 35% M/WBE participation level. Mr. Gadis has over 23 years of overall business experience, with over 14 years of management experience. His involvement with the Indianapolis project began back in 1998, working as the Director of Procurement for Indianapolis Water Company. He joined Veolia Water Indianapolis in 2002 on the transition of the water facilities. Key Experience: • 1/2010-Present: Executive Vice President – Municipal Sales Group – Veolia Water North America Operating Services, LLC – Indianapolis, Indiana • New York City, NY – Peer Performance Solutions – Leader of the Public Outreach team for this program with the New York City Department of Environmental Protection (DEP). The program involves conducting an operations efficiency study for their water and wastewater operations, which meet the needs of more than nine million people. These operations encompass 14 wastewater treatment plants, together treating 1.3 billion gallons of flow each day, with more than 6,000 miles of sewer lines, along with a water supply system that includes the new 290-MGD Croton Water Treatment Plant and thousands of miles of water lines. This work is being implemented in two phases, with Phase 1 (now completed) involving the development of recommendations to streamline workflows, boost productivity, identify efficiency opportunities, and keep future rate increases low. Phase 2 (now underway) involves working with the City to realize operating benefits of potentially $108–$130 million per year--in addition, strategic replacement of select large meters could improve revenue collection by an additional $43 million per year--together, these benefits represent 9.0–10.8% of the agency’s $1.2 billion fiscal year 2012 budget. Through this innovative partnership, New York City’s employees are working alongside our team, under a joint management and governance structure.

Memberships/ Affiliations:
Indianapolis Urban League Indianapolis Sports Corporation President’s Council Indiana Business Diversity Council American Water Works Association

Awards:
2005 Achievement in Business Award, Center for Leadership and Development 2006 Sam Jones Award, Indianapolis Black Chamber of Commerce

David L. Gadis (continued)

• Pittsburgh, Pennsylvania – Managed the development of this new PPS study for evaluating the operations of the Pittsburgh Water and Sewer Authority (PWSA), a utility serving more than 300,000 people in the greater Pittsburgh area. This project, which began in early 2012, has involved mobilizing a management and support team to work with the PWSA to implement management and operations improvements. • Providing leadership for the company’s sales and development program that has focused on identifying and developing innovative utility operations solutions for major cities in the U.S.

• 10/2008-2010: President – Veolia Water Indianapolis, LLC - Indianapolis, Indiana • Served as the Executive Officer for Veolia Water’s operations of the City’s water systems, under a project that was completed in 2011 with the transition of the operations and facilities to the new owner (a Cityowned regulated utility entity). • The scope of this contract, ranking as the historically largest water system O&M contract in the U.S., involved operating, maintaining and managing a water treatment, storage and supply system, a customer service organization responsible for meter reading for some 310,000 connections for the City of Indianapolis and an additional 15,000 connections through contracts with surrounding communities, as well as billing and revenue collection for 600,000 accounts. The contract also included a capital project component, and Veolia Water managed and implemented in excess of $200 million in capital work to improve the City’s aging water infrastructure. • Served as part of the transition management team responsible for managing the transfer of the water operations (owned by the City) to a new owner and operator. The sale of the City’s water treatment and supply assets, which serve almost 1 million people in the region, was completed in 2010, and the transition of services was completed in August 2011. The key challenges of that process involved maintaining the levels of service and quality for the customers that rely on the water system and providing ongoing operations, maintenance and management services as the new owner was allowed to implement its own operations and management approach. • 2003-2008: Vice President & Chief Operating Officer – Veolia Water Indianapolis, LLC Indianapolis, Indiana • Responsible for day-to-day operations of the company, including field services, production, engineering, construction, procurement, risk management, asset management, laboratory services, health and safety, security, IOS9001 and 14001, as well as the company’s MBE/WBE program. • 2002-2003: Vice President of Shared Services – Veolia Water Indianapolis, LLC - Indianapolis, Indiana • Responsible for procurement, fleet, risk management, warehousing, health and safety, security and MBE/WBE development. • 2000-2002: Vice President – Water Materials Unlimited (Indianapolis Water Company subsidiary) – Indianapolis, Indiana • 1998-2000: Director of Procurement - Indianapolis Water Company - Indianapolis, Indiana • Acted as Director of Supply Chain Management, with responsibility for a $15 million budget, $8 million in sales, non-regulated business development, and a $7.5 million minority vendor program. Responsible for liability and property insurance claims, developing and administering the company’s risk goals and objectives, and overseeing the procurement of goods and services. • 1995-1998: Vice President – Monroe Guaranty Insurance – Indianapolis, Indiana • 1989-1995: Midwest Regional Manager – USF&G Insurance Company – Indianapolis, Indiana • 1984-1989: Senior Claims Adjuster – State Farm Insurance Company – Indianapolis, Indiana

Dennis C. Tulenson
Training:
Water and Wastewater Operations Courses and Training

Licenses/ Certifications:
Class IV, Wastewater Operator Certification, Ohio Six Sigma/Lean – Green Belt Certification Six Sigma/Lean – Black Belt Certification

Memberships/ Affiliations:
Water Environment Federation Ohio Water Environment Association American Water Works Association

Background: Mr. Tulenson is the Vice President of Project Structuring with the Municipal Development Group of Veolia Water North America Operating Services LLC (Veolia Water). In this role, he provides support for existing projects and new business efforts in the U.S. and Canada. Mr. Tulenson’s recent work involved providing leadership and support for the company’s Peer Performance Solutions (PPS) project approach. Under this approach Veolia Water is working with some of the largest water and wastewater utilities in the U.S. and Canada to conduct detailed operations evaluations that lead to operations efficiencies and cost saving for their operations. Mr. Tulenson is a part of the Veolia Water PPS team that is currently working with New York City, the Pittsburgh Water and Sewer Authority, as well as the City of Winnipeg, Manitoba, Canada. Mr. Tulenson has more than 36 years of overall experience in water and wastewater industry, with involvement in operations, maintenance and management (O&M) and project management for wastewater and water supply systems. He has experience in operations, training, troubleshooting, as well as project startups and transitions. Mr. Tulenson is also involved with business development activities, including budget preparation, operating plans (including detailed, comprehensive process models), technical writing and proposal presentations. He has been effective in identifying and implementing cost saving measures at existing projects as well as in support of business development activities. Key Experience: • 2010-Date: Vice President, Project Structuring – Municipal Business Development - Veolia Water North America Operating Services, LLC
• Serves as part of the project Management and Subject Matter Experts teams that are performing the PPS studies for: • New York City, New York – Operations expert supporting this project for conducting operations efficiency studies for the City’s water and wastewater operations, which meets the needs of more than nine million people. These operations cover 14 wastewater plants, together treating 1.3 billion gallons of flow each day, with more than 6,000 miles of sewer lines. • Pittsburgh, Pennsylvania – Program Management Office team member and Operations expert supporting this PPS study for evaluating the operations of the Pittsburgh Water and Sewer Authority, a utility serving more than 300,000 people in the greater Pittsburgh area. • Winnipeg, Manitoba, Canada – Serves as part of the delivery team, and was involved in the negotiations, for Veolia Water’s new contract with the City. This is a 30-year agreement under which Veolia Water and the City are collaborating on capital improvements and work together to provide ongoing strategic advice and guidance on design, construction, technology and operational needs for three \wastewater treatment and biosolids facilities. The agreement represents a new model for cities seeking to maintain public ownership, control, operations and a public work force while benefiting from private-sector expertise. Designed to protect ratepayers from cost overruns, the new contract features public- and private-sector officials who will work as an integrated team to develop plans and execute required work.

Dennis C. Tulenson (continued)

• 2007-2009: Director of Technical Development – Municipal Business Development Group – Veolia Water North America Operating Services, LLC
• Served as the technical lead for new business efforts, with responsibilities including development of technical and operating approach, process model preparation, coordination of internal and external support resources, and budget development. Responsible for updating and maintenance of the computerized budget estimate model used in support of business development activities. Also served as a technical manager and support resource for project startup and transition efforts at Veolia Water operated and managed facilities.

• 2001-2007: Senior Project Manager – Earth Tech, Inc. - Grand Rapids, Michigan
• Primary responsibilities included support of existing project in areas of process optimization, permit compliance, budgeting and staff training, as well as Operation Excellence initiatives using Six Sigma/Lean methods and tools. Secondary duties included pricing and proposal development for new business opportunities, including active participation in project startup/transition.

• 1999-2001: Technical Manager – Veolia Water North America Operating Services, LLC (predecessor company)
• Duties included providing technical support to projects to improve process performance and reduce costs (margin enhancement). Worked closely with regional, area and project staff in developing and implementing plans to meet improved treatment objectives. Worked with business development on major proposal projects to develop budgets, operating and staffing plans. Transitioned pricing models to reflect company’s models.

• 1998-1999: Pricing Manager – Veolia Water North America Operating Services, LLC (predecessor company)
• Developed budgets, strategies, and operating and staffing plans for proposals in response to competitive bids. Worked with business development and proposal staff to produce bid packages and documentation. Participated in proposal presentations and interviews, including development of presentation. Maintained and updated the pricing model used throughout the company.

• 1996-1998: Area Vice President of Client Services – Veolia Water North America Operating Services, LLC (predecessor company)
• Duties included management and client service responsibilities for nine projects in the Midwest and southern Ontario. Also responsible for development of budgets and operating plans for existing projects and supporting business development within the region.

• 1995-1996: Regional Manager of Quality Assurance – Veolia Water North America Operating Services, LLC (predecessor company)
• Provided technical support to wastewater projects in areas including process optimization, troubleshooting and cost control. Developed database to monitor and track plant performance. Provided internal technical support for operations and laboratory data management software systems. Supported new business opportunities through budget and operating plan development.

• 1991-1995: O&M Project Manager - Strongsville, Ohio – Veolia Water North America Operating Services, LLC (predecessor company)
• Responsible for management of 2.1-MGD and 1.8-MGD tertiary wastewater treatment plants.

• 1988-1991: Private Consultant (Self-employed, part-time work) - Mentor, Ohio
• Provided training and consulting in the purchase, installation, and use of personal computers and software to generate process, laboratory and regulatory agency reports, for industrial pretreatment program management and computerized maintenance management systems.

• 1974-1991: Assistant Superintendent – Lake County Department of Utilities - Mentor, Ohio
• Responsible for managing and administering a staff of 50 providing operations, maintenance and laboratory services in support of a 14.2 MGD activated sludge wastewater treatment plant with anaerobic digestion, sludge dewatering and composting. Duties also included implementation and management of the plant's computerized process control and data acquisition system and management of computers used to generate process, lab and NPDES reports and for maintenance records and budgetary information.

Manshi Low
Education/ Training:
MBA, Corporate Finance & Strategy, Stern School of Business, New York University, New York, New York MS, Building Technology, School of Architecture, Massachusetts Institute of Technology, Cambridge, Massachusetts BS, Civil Engineering (Environmental), Purdue University, West Lafayette, Indiana

Background: Ms. Low recently joined Veolia Water North America Operating Services, LLC (Veolia Water) to work as a part of the team that is responsible for managing and implementing our company’s Peer Performance Solutions (PPS) project approach. Under this approach Veolia Water is working with some of the largest water and wastewater utilities in the U.S. and Canada to conduct detailed operations evaluations that lead to operations efficiencies and cost saving for their operations. Ms. Low will be working as a part of the Veolia Water team for the ongoing PPS projects with New York City and the Pittsburgh Water and Sewer Authority. Her role will be to serve as the Administrator for Program Management organization under each of these projects, and assisting with similar efforts for new projects. This includes responsibility for providing oversight, management and technical expertise for the development of new projects, and for optimizing the utilities value chain for projects. Prior to joining Veolia Water, Ms. Low was a Senior Consultant with Red Oak Consulting. She has more than seven years of professional experience, with a strong background in the areas of project management organization, utility systems management and transactional consulting. Her experience includes value creation and operational efficiency identification studies for water and wastewater treatment facilities on projects including: the Puerto Rico Sewer and Aqueduct Sewerage; the New York City Department of Environmental Protection’s Newtown Creek Wastewater Treatment Plant and prioritization of this agency’s asset management capital plan; as well as other projects for the Milwaukee Metropolitan Sewerage District, and the City of Indianapolis, Indiana. Ms. Low has had responsibility for optimizing projects ranging between $20,000 and $5 million, including developing blueprints for managing budgets, finance, key performance indicators and reporting. She has managed multi-million dollar projects ensuring that budget targets were met. Key Experience: • 2012-Date: Program Management Office (PMO) Administrator Veolia Water North America Operating Services, LLC • Works as a part of the PPS delivery team on large-scale projects with municipal clients in North America. Currently assigned to the New York City project for conducting operations efficiency studies for the City’s water and wastewater operations, which meets the needs of more than nine million people. These operations cover 14 wastewater plants, together treating 1.3 billion gallons of flow each day, with more than 6,000 miles of sewer lines. • Providing PMO support for the PPS study for evaluating the operations of the Pittsburgh Water and Sewer Authority, a utility serving more than 300,000 people in the greater Pittsburgh area. • Working as part of the Veolia Water development team for our Operational and Efficiency and Value Creation Analysis contract Proposal for St. Louis, Water Division and designated as a core part of the management team for the project delivery phase.

Registration/ Certification:
Engineer-in-Training Indiana No: ET30302757

Membership/ Affiliation:
2008 US-Chinese Consulate General Environmental Business Exchange – NY Delegate

Publications:
"Innovative Contracting: Beyond Signing on the Dotted Line" Co-Author, Solid Waste Association North America, WasteCon Proceedings, 2010

Manshi Low (continued)

• 2011-2012: Senior Consultant– Red Oak Consulting (ARCADIS Group) – White Plains, New York • Analyzed business processes to develop a PMO Project Management Plan for Majis Industrial Services, a Middle East provider of desalination water for industrial clients (Sohar, Oman). • Recommended program management tools based on 360-assessment of Haya Water’s $3 billion capital projects delivery (Muscat, Oman) • Provided program management of $400 million capital improvement projects for Puerto Rico Sewer and Aqueduct Sewerage (PRASA), including rapid startup for critical projects to minimize potential loss of $5 million in funds. • Developed business blueprinting for various clients to manage budgets, finances, key performance indicators (KPIs) and reporting, including customizing a $2 million program management information system. • Managed start-to-execution of multi-million dollar projects to be within budget and on schedule: prioritization of asset management for New York City Department of Environmental Protection (NYCDEP)’s $16 billion Capital Plan and negotiations and execution of island-wide energy performance contracts and power purchase agreements to reduce PRASA’s energy usage by 30% and $40 million in costs. • Presented financial and technical findings to senior management during strategic meetings. • Spearheaded a strategic voluntary bottom-up network to share best practices and bridge business development (extracurricular). Semi-finalist in parent company’s global innovations competition. • Benchmarked O&M costs of the Puerto Rico Super aqueduct system, the largest Design-Build-Operate water project in North America, to evaluate public take back savings. • 2005-2010: Consultant/Project Engineer – Red Oak Consulting (ARCADIS Group) – White Plains, New York • Served as owner’s agent by conducting contract operations monitoring of private contract operators, including analyzing wastewater treatment plant environmental compliance and consumables usage. • Developed capital planning tool to prioritize energy efficiency projects for Westchester County based on payback analysis and project bundling. • Developed O&M manuals for wastewater treatment plants and pump stations, including the NYCDEP’s 310-MGD Newtown Creek wastewater treatment plant. • Increased success rate of the New York State Energy Research and Development Authority (NYSERDA)’s outreach program to more than 120 representatives by initiating information-sharing workflows on the American Recovery and Reinvestment Act (ARRA) federal energy stimulus grants. • 2003-2005 – Research Assistant/Teaching Assistant– Massachusetts Institute of Technology – Cambridge, Massachusetts • Assisted faculty members in classroom and laboratory instruction, preparing apparatus or material for demonstration, conducting tutorials and discussion sections, and grading quizzes. • Responsible for contributing, under supervision, to a program of departmental or interdepartmental research.

Jessica Perkins
Education:
PhD, Public Policy/ Organizational Development (ABD), St. Louis University, 1996 MBA, Finance, University of Wisconsin, 1977 BS, Marketing and Psychology, Lindenwood College, 1976

Background: Ms. Perkins, co-founder of Vector Communications, has more than 15 years of corporate financial planning, marketing and sales experience and eight years of public policy analysis, public affairs training, strategic planning and organizational development experience. At Vector, Ms. Perkins is the principal responsible for public engagement, strategic planning and collaborative development, and master planning. In this position, she has worked with some of St. Louis’s most prominent government, municipal, non-profit and philanthropic entities to improve social and economic conditions for the region’s residents. Ms. Perkins has acquired many innovative methods to help clients achieve their goals. She is a Certified Trainer for Six Thinking Hats®, a creative thinking and decision-making technique, and she was trained in Graphic Facilitation and Strategic Visioning with David Sibbett of Grove Consultants. Additionally, Ms. Perkins has completed the National Charrette Institute’s Charrette System™ Training at Harvard University’s Graduate School of Design. She also holds memberships in the International Association for Public Participation and the International Association of Facilitators. Prior to co-creating Vector, Ms. Perkins was the owner of Out-of-the-Box Thinking, a strategic planning and organizational development consulting firm. She also worked in marketing and sales for Exxon Company USA, IBM and NYNEX. While with these companies she won numerous awards – including IBM’s Regional Manager Award and several 100% Club awards with both IBM and NYNEX. Key Experience: • 1998-Ongoing: Principal/Co-Founder – Vector Communications Corporation – St. Louis, Missouri • Played a pivotal role in many influential St. Louis area improvement projects, including serving as project manager for the St. Louis Metropolitan Sewer District’s Clean Rivers Healthy Communities Program and on the core team for developing the City of St. Louis’ sustainability plan. • Led the public engagement for the City of St. Louis’ Citywide Parks Plan and the Great Rivers Greenway District’s Conceptual Greenway Plan, which led to the formation of the “River Ring” – a concept that will eventually connect St. Louis City, St. Louis County and St. Charles County through its parks, greenways and bicycle paths. • Served as lead facilitator and strategic planner for Mayor Francis Slay’s Summit on Early Childhood Success, which led to the City’s receiving a $1 million grant from the U.S. Department of Health and Human Services to implement an early literacy program. • 1996-1997: Women in Leadership Trainer – Coro Center for Civic Leadership • 1989-1993: Business Services Manager – NYNEX • 1977-1982: Analyst, Retail Store Supervisor – ExxonMobil (Exxon Company USA)

Board Appointments:
New City School – Board Member

Awards:
Professional Organization of Women’s Woman of Distinction – 2008 Community Women Against Hardship’s Community Outreach Award – 2006

Julie Hauser
Education:
BA, Communications and Journalism, Washington University

Award:
Women Influencing Now Regional Economic Development Award from Winning Women, 2010

Background: Ms. Hauser, founder of The Hauser Group, has over 20 years of experience in the Public Relations industry, including time spent as editor of a major metropolitan magazine, as well as 16 years as principal of her St. Louisbased, woman-owned business enterprise (WBE) certified public relations firm that has the honor of having client relationships dating back to the firm’s first year. Ms. Hauser has implemented numerous successful campaigns, ranging from grassroots community relations programs to national publicity efforts. She also has coordinated countless memorable events. As President and founder of the Hauser Group, Ms. Hauser plays a key role in developing media and community relations strategies for all clients and works to identify opportunities that exist or to create opportunities to generate positive stories in the media. She also has developed a series of powerful strategic alliances with branding and design firms, advertising agencies, video and web production specialists and mail houses so her firm can meet the whole spectrum of marketing needs for its clients. Key Experience: • 2000-Ongoing: President – The Hauser Group – St. Louis, Missouri • Oversees the day-to-day operations of this nearly 17-year-old public relations firm. Works in partnership with clients to help communicate effectively and affordably with their targeted audiences. • Develops media and community relations strategies for clients. Provide strategic counsel, media relations and media training, copywriting, events planning and execution and crisis communications. • Collaborates with creative partners on the development of websites, collaterals and targeted advertising campaigns. • 1995-2000: Principal – Grandone Hauser, Inc. – St. Louis, Missouri • Developed and implemented strategic communications plans for clients in the construction, healthcare, technology and economic development arenas. • Guided the work of two Account Executives. • Established and managed relationships with advertising and graphic design firms. • 1994-1995: Managing Editor – St. Louis Homes & Lifestyles Magazine – St. Louis, Missouri • Worked closely with the publisher to develop content ideas for monthly lifestyle magazine. • Wrote feature articles for each issue and helped coordinate photo shoots of the homes being featured. • Managed relationships with several freelancers, handled all copy editing and proofing for the entire magazine. • Sold advertising space within the publication.

Julie Hauser (continued)

• 1991-1994: Account Executive – Marketing Mix – St. Louis, Missouri • Provided media relations services for several of the agency’s accounts, including the Regal Riverfront Hotel, Chicken of the Sea and Northwest Plaza. • Served as editor of The Bridal Business Report, a trade newsletter for members of the bridal industry. • Staffed promotional events for various clients.

Jeffery J. Randle, CPA
Education:
Certified Public Accountant, University of Missouri – Columbia BSACC – 1987 (States of Missouri and Illinois)

Background: Mr. Randle is a Certified Public Accountant (CPA) with over 20 years of broad leadership experience in finance, accounting, auditing, operations, business management and organizational development projects. He founded Randle & Associates in 1994, as an individual practitioner and in 2001 the firm was restructured to become a full-service limited liability company. Mr. Randle is responsible for establishing the direction of all aspects of client relations. He has established and implemented strategies to increase customer base and expanded service lines. He designs and facilitates training, introduces new standards to staff, and designs process for improvements in overall documentation and timeliness of service. His experience prior to forming Randle & Associates, LLC, CPAs includes five years with KPMG, LLP (Big 4 international CPA firm), where he supervised and in-charged audits of not-for-profits and governmental entities, including participating in several capacity of the audit of the City of St. Louis, Missouri, two years with a not-for-profit organization serving as a full-charge staff accountant and one year in the insurance industry serving as an accountant. Key Experience: • 1994-Ongoing: President – Randle & Associates, LLC, CPAs – St. Louis, Missouri • Played a pivotal role in many influential St. Louis area improvement projects, including serving as project manager for the St. Louis Metropolitan Sewer District’s Clean Rivers Healthy Communities Program and on the core team for developing the City of St. Louis’ sustainability plan. • Perform and oversee financial and compliance audits and other attest services of governments, not-for-profit organizations and small to midsize businesses. Including development of audit programs, performing risk assessments, developing reports and communicating results to top management and directors. • Perform internal quality control reviews and design internal control processes for governments and not-for-profit organizations. • Manage audit and process improvement evaluations of business processes, systems, and implementations. Performed assessments of many different systems, policies, and procedures for financial, operational and technology processes (e.g., G/L, A/P, A/R, HR/Payroll, revenue cycle, procurement, inventory management). • Serves in the capacity of out-sourced controller, resulting in cost savings to organizations. • Set-up accounting system, develop operational processes for customer support and office management for organizations. • Considered the firm’s main authority in tax matters relating to individuals, tax exempt organizations and small business corporations. Utilize significant accounting and tax experience, to assist clients with a wide variety of tax issues, resulting in tax savings for individuals and corporations.

Memberships/ Affiliations:
American Institute of Certified Public Accountants (Member) Missouri Society of Certified Public Accountants (Member) National Association of Black Accountants (Member) Annie Malone Children and Family Service Center (Director, 12 years) St. Joseph’s Institute for the Deaf (Director, 2 years)

Jeffery J. Randle, CPA (continued)

• 1989-1994: Auditor – KPMG Peat Marwick – St. Louis, Missouri • Served as supervising auditor in the public service practice. Performed audit and consulting services for governments and not-for-profit clients.

Nicholas Coates, PLS
Education:
AA, Land & Engineering Surveying, University of the Southbank, England

Background: Mr. Coates is a Survey/GIS Manager with 24 years of worldwide surveying experience in the areas of civil engineering, heavy civil construction and oilfield services. Along with professional knowledge of field surveying systems and instrumentation he also has extensive experience of safety management systems, scheduling and logistics. Mr. Coates has designed and written survey data management software and continues to expand ABNA’s GIS capability. In addition, he has demonstrated the ability to work effectively with the Metropolitan St. Louis Sewer District (MSD) staff at all levels and has built solid relationships creating an atmosphere of excellence for successful execution of projects. Selected Project Experience: • Survey Manager: Loop Trolley Final Engineering Services • Conducted surveys for the 2.1-mile Loop Trolley system proposed to run east-west along Delmar Boulevard from Trinity Avenue to DeBaliviere Avenue, and north-south along DeBaliviere Avenue from Delmar Boulevard to the Missouri History Museum in Forest Park. • Utilized LIDAR laser equipment to obtain the highest possible detail in the shortest amount of time during live traffic along the route set for this $43 million new streetcar system. • MoDOT MRB Sub-surface Utility Engineering Service • Managed the Subsurface Utility Engineering survey for the new Mississippi River Bridge for a section of the project on the western side of the river. Performed utility coordination, Subsurface Utility Engineering (S.U.E.), and utility location services. • Provides S.U.E. Level A utility locations by exposing utilities with nondestructive excavation techniques. Coordinates utility relocations in conflict with development by facilitating solutions between the Design Engineer, Owner and the utility companies and tracking the status of all potential utility conflicts. • Survey Manager: Culvert Repairs on the Jane Addams Memorial Tollway I-90 between MP 34.65 and MP 41.84 in Kane and McHenry Counties, IL • Responsible for conducting design surveys needed to generate construction documents for repairs to four existing 50 year old corrugated steel plate arch culverts under I-90. • Survey Manager: I-270 ITS Monumentation and Topography • Responsible for the processing of all data and generating reduced drawings before forwarding to CADD. Also, managed GIS tracking of the project and provided scheduling for entire field operations. • Initial schedule was based on CPM scheduling utilizing Microsoft project. This schedule had 68 activities and was continually updated weekly. • Project involved establishing a 30-mile control network along I-270 for the installation of several ITS (Intelligent Traffic Signs) units. The control network was established utilizing GPS Technology.

License/ Certification:
Professional Land Surveyor, MO 2008000716

Nicholas Coates, PLS (continued)

• ABNA undertook topographic surveys at each of the proposed sites for the future installation of ITS equipment for design and also investigated utility conflicts to QL A and QL B.

• Survey Manager: Energy Smart University City School District GIS • In conjunction with a major overhaul of the District’s energy systems, ABNA provided GIS services to modernize the District’s facility document archive system which included approximately ten of the District’s major facilities. • Survey Manager: MSD CSO Interceptor & Outfall Modifications • Designed seven Mississippi River combined sewer overflows in accordance with the Overflow Regulation System (ORS) for this $6 million project. • Survey/GIS Manager: Port/North Riverfront Land Use Study (HNTB, Stephen Ibendalh, owner St. Louis Development Corporation) • Address growth opportunities for the North Riverfront Business Corridor (NRBC) and the Municipal River Terminal (MERT) located within the NRBC boundary. The Land Use Study will include a Market feasibility study, an infrastructure assessment, and a marketing and implementation plan. The marketing plan addresses attracting new business while retaining and growing existing ones all with the goal of generating new jobs, attracting investment, and improving the base. • GIS services consisted of the collection of GIS data bases from the City and selected utilities, the construction of new data bases, and production of exhibits for public meetings and final report. • Utility Engineering consisted of studying the existing infrastructure and meeting with each utility in the study area to determine the each utility’s service capabilities to current customers. ABNA prepared a report summarizing the capacity each utility to meet current demands as well as predict their ability to satisfy the demand of future growth. • MPRD Regional Community Planning Process • MPRD, began a 9-month community engagement/planning project for St. Louis City, St. Louis County and St. Charles County. ABNA’s responsibilities included the collection of data such as soils, topography, governmental units, existing and planned recreational facilities, and flood plain data. • A major challenge was "unifying" data that was referenced differently for each entity. These efforts represented largest GIS project in the region, encompassing over 1,200 square miles. • GIS Coordinator: Produce Row North Riverfront Planning Study • In charge of compiling an inventory of infrastructure including transportation, water wastewater, and utilities aimed at supporting the revitalization of a 1500+ acre tract of land in North St. Louis. This will be accomplished by building a GIS with existing information, verifying and expanding the data through site visits and assessing the inventory through stakeholder interviews. • GIS/Survey Manager: Riverfront Photo Control – Master Plan Study • The St. Louis City Riverfront Master Plan Project was led by Balmori Associates, a New York-based architectural firm. This project emphasizes dynamic and innovative amenities providing public space for area residents and tourists visiting the St. Louis City Riverfront. Other key members of the team included, St. Louis-based firms HOK Planning Group, CDG Engineers, Vector Communications and ABNA Engineering. For this proposed riverfront re-development project, ABNA managed the photogrammetric control and the topographic/engineering survey. ABNA provided several critical photo control points, topographic and right of way surveying for the project limits covering both the Missouri and Illinois sides of the Mississippi River bounded by Eads Bridge to the north, the Illinois Floodwall/levee to the east, the Poplar Street Bridge to the south and Missouri Floodwall/levee to the west. Tasks included a trigonometric heightening across the Mississippi River to check for datum ambiguities across each side of the river and to better fit Corps of Engineers’ data into the project. ABNA also performed a triangulation survey of predetermined points on the piers of the Eads, Popular Street and MLK Bridges which helped to establish the position of the river piers for both Missouri and Illinois sides of the river. A final GPS survey report was produced.

Franklin P. Eppert, P.E.
Education:
BS, Electrical Engineering, RoseHulman Institute of Technology, Terre Haute, Indiana

Registrations:
Registered Professional Engineer: Missouri, Illinois, Tennessee, Ohio and Iowa

Background: Mr. Eppert is Vice President of AFRAM’s Mechanical, Electrical and Plumbing (MEP) Division. He is a Registered Professional Engineer with more than 40 years of experience as a consulting engineer. His experience includes design of mechanical, electrical, plumbing, and fire protection systems for industrial facilities. He has performed facility condition surveys and provided analyses of existing high and low voltage switchgear, material handling and pumping systems, and HVAC systems. Mr. Eppert has provided construction inspection for numerous projects with the Metropolitan St. Louis Sewer District (MSD). His experience includes projects related to water treatment plant and water distribution pumping include several waste water pumping and treatment plant upgrades, as well as analyses and recommendations for improvements to SCADA controls systems, flow measurement and control, and energy reduction measures to reduce both energy use and peak power requirements for treatment plants. Selected Project Experience: • Gayoso Pumping Station, City of Memphis, Tennessee • Providing design and construction inspection for upgrading an existing storm water pumping station in Memphis, Tennessee. The current total pumping capacity for the three pumps is 45,000 gpm with each pump rated at 15,000 gpm at a total dynamic head of 38 feet. After discussions with the City of Memphis, it is desired to maintain this capacity for the new pumps. A system curve has been developed to aid in pump selection and confirm that the head conditions agree with the design rating. • Inspected the existing 480-volt electrical service and switchgear to confirm adequacy for the power requirements of new pumps. Recommended that the existing starters be replaced with new VFD starters and that the new pump motors be high efficiency designs. This will result in substantial energy savings. He determined that the existing switchgear and service wiring has sufficient extra capacity for the new pump sizes, and will not need to be upgraded. • During construction bypass pumping will be required. Determined the existing switches and starters feeding the pumps can be utilized to power the bypass pumps and then reconnected to the new VFD starters for the new pumps as they are put into service. This will result in significant savings during construction. • MSD Creve Coeur Pump Station L-52, St. Louis, Missouri • Provided construction inspection for all services provided by the electrical and mechanical subcontractors. Performed electrical inspections of switchgear installations, standby generator installation and testing, wiring and conduit installation, final testing of all electrical equipment, and final testing of the SCADA system.
• MSD Missouri River WWTP Improvements, St. Louis, Missouri

Affiliations:
Past Co-Chairman for City of St. Louis Building Review Past Chairman for ACEC/Military Advocacy Program Chairman for City of St. Louis Plumbing Review Committee

• Provided construction inspection for all services provided by the electrical and mechanical subcontractors. Performed inspections of switchgear installations, standby generator installation and testing, wiring and conduit installation, and final testing of all electrical equipment, and final testing of the SCADA system.

Franklin P. Eppert, P.E. (continued)

• MSD Grand Glaize WWTP Improvements, Valley Park, Missouri • Provided review of 60% and 90% of electrical and mechanical design documentation. Performed electrical and mechanical inspections and quality control of construction activities in compliance with specifications, design drawings, shop drawings submittals, RFPs, RFIs, and code requirements. Monitored required pump, ventilation and SCADA testing procedures during construction and prepared daily reports with progress photos.
• MSD Harlem-Baden Pumping Station, St. Louis County, Missouri

• The Harlem and Baden systems in the northern portion of the City of St. Louis drain a combined watershed area of approximately 15 square miles. These systems discharge through the City’s flood protection levee along the Mississippi River by gravity outlets during low river stages and by pump stations during high stages. • Provided modeling each system with EPA’s Storm Water Management Model (SWMM) computer program and performed hydrologic and hydraulic analysis in order to determine the size of pumping station required to accommodate the stormwater flow. Participated in the design of the pump station including pump selection, electrical service design, and SCADA monitoring and controls.
• Facility Condition Surveys, St. Louis Board of Public Service

• Performs annual inspections of all City-owned buildings in St. Louis Forest Park to evaluate ongoing maintenance activities and to identify any health and safety issues. Includes development of detailed reports to document existing conditions, recommended corrective action and effectiveness of follow-up repairs based on the previous year’s report. The inspections, which have been completed annually for the past four years, include electrical service switchgear, HVAC equipment, lighting, fire alarm and fire sprinkler systems.
• U.S. Department of Veterans Affairs, Jesse Brown VA Medical Center, Chicago, Illinois

• Serves as Project Manager and Mechanical/Electrical Engineer for projects at the Jessie Brown VA Medical Center. Included lighting replacement to improve energy efficiency, upgrades of more energy efficient HVAC systems for improved ventilation throughout the hospital and clinics, and updates to the hospital-wide temperature monitoring and control system.
• U.S. Department of Housing and Urban Development, Fort Worth, Texas

• Performed comprehensive needs assessment surveys, construction inspections, health and safety inspections, and design reviews of the buildings, including the mechanical, electrical and plumbing systems at large multifamily developments throughout the Mid-West states. • Provided engineering analysis and reports with recommendations to HUD regarding needed repairs, replacements and/or modifications, and the costs associated with the recommendations. Building systems included central heating and cooling plants, primary electrical services, substations, electrical distribution systems, fire protection systems and gas and water distribution piping.

Jeffrey Gratzer, P.E.
Education:
BS, Civil Engineering, State University of New York College of Environmental Science & Forestry, 1989

Registrations:
Registered (Civil) Engineer: Ohio, Missouri, Texas

Background: Mr. Gratzer is a Manager of Engineering – Water/Wastewater for Jacobs. He specializes in engineering of wastewater, water, stormwater, and CSO projects. He has also served as program manager for municipal water and wastewater system improvements, coordinating the activities of numerous concurrent projects, each lead by different project managers. Mr. Gratzer also has experience with stormwater, flooding analysis, hazardous waste management, site planning & development, roadway design & layout, environmental auditing, and underground storage tank management. Selected Project Experience: • Public Water Supply District No. 2 of St. Charles County – Missouri • Project Manager for Water Transmission Main Relocations (Highway 40 and Highway K). Responsible for the delivery of plans and contract documents related to design and bidding phase for the relocation of about 2400 feet of 24-inch, 500 feet of 30-inch, and 700 ft of 36-inch water transmission mains. Included tunneling under Highway 40/61, the relocation of air release valves, and pressure-reducing valve. • Project Manager for Water Master Plan. Responsible for the delivery of plans and contract documents related to development of a Water System Master Plan to estimate future growth within the service area, identify needed improvements, and formulate a proactive response to ensure adequate water storage and supply. An evaluation of existing facilities was conducted and updated an existing hydraulic model of the system. Population projections were estimated, and water would nearly double during the 15-year planning period. The required system improvements were evaluated by using the hydraulic model and conceptual designs, including preliminary locations, sizing, and water main routing. Cost estimates and an overall implementation schedule were developed for the water system improvements. • Project Manager for Influent and Effluent Vaults. Responsible for the delivery of plans and contract documents related to adding two new vaults at the Water Treatment Plant (WTP). An influent vault and magnetic flow meter was added to the 30-inch raw water supply line. An effluent vault and magnetic flow meter was added to the 30-inch finished water at the WTP. Challenges included trying to design the vaults, while minimizing down time, as well as limited existing data for the facilities, as they were originally constructed in the 1940s. Included electrical, mechanical and structural design for the vaults. • Project Principal for Dual 30-inch Water Main Relocation. Design, bidding and construction phase services for the relocation of about 8,000 feet of existing 24-inch water main with dual 30-inch water main. Included crossing of Highway 40/61, as well as connections to existing 30-inch, 24inch and 20-inch water mains. The existing mains are the main supply sources to a large portion of St. Charles County, therefore a very detailed sequence of construction for connecting the new main and abandoning the existing main was developed.

Affiliations/ Awards:
Water Environment Federation Missouri Water Environment Association (MWEA) – Past President, 2007-2008 Missouri Water Environment Association (MWEA) – Student Activities Committee Chair, 2010- present

Jeffrey Gratzer, P.E. (continued)

• Project Principal for Highway 40/61 Water Relocations. Design, bidding and construction phase services as part of MoDOT’s expansion of Highway 40/61 from Callahan Road to Civic Center Drive. Relocated portions of existing water and sewer mains that conflict with the highway project along the corridor. Involved approximately 4,100 feet of 6- to 30-inch water main and 2,050 feet of 2- to 8-inch sewer main, as well as modification to an existing meter vault to raise its elevation. Also included jack and bore installation under Highway 40/61 and an HDD installation of about 1,200-ft-long 24-inch water main under Peruque Creek, which was later connected to the new ductile iron water main. Developed a detailed sequence of construction for the complex relocations. • Project Principal for 12-inch Water Main Extension (Weldon Spring Area). Design, bidding and construction phase services for extending a new 12-inch water main approximately 8,000 ft from the discharge from an existing pump station. Installation of this water main provides the Water District with the additional capacity to serve customers. • Project Principal for 12-inch Water Main Extension (Charlemagne Road and Dauphine Road). Design, bidding and construction phase services for extending a new 12-inch water main approximately 3,000 ft from the Charlemagne Booster pump station to the connection to the neighboring City for fire flow and water during emergency situations.

• City of Columbia Water & Light Department – Columbia, Missouri • Served as Project Manager and Project Principal for many City Water & Light Department projects. Responsibilities included coordination with the design team for development of plans and contract documents used for bidding purposes. Also managed overall budget and schedule. • Project Manager for Water Transmission Main. Preliminary design, final design, bidding and construction phase services for approximately 23,000 feet of 36” finished water transmission main. • Project Manager for Long Range Water System Study. Overall water study of Columbia’s system to update water demand projections and identify capital improvements to meet future demands. Report helped to support a five-year bond issue proposed for November 2008, so accurate construction cost estimates were essential to enable completion of capital projects earmarked in the bond issue. Reviewed previous reports including recommended water system improvements over various planning periods and examined alternative water supply sources to meet future water demands. Examined factors for residential, commercial, and industrial users such as: total water production, billed-for water amounts by sector, peaking factors, and unit use of water such as per person. Estimated future demands for the planning period of 2008 through 2028. Evaluated major aspects of the existing five-year Capital Improvement Program (CIP) for its adequacy to meet future water demands, including reviewing the recommended in-service dates of scheduled improvements. Used the most current hydraulic model of the water system, and inserted existing and estimated future water demands in the KYPipe model. Evaluated improvements for meeting future water demands for a 20-year period and prioritized improvements to meet future needs. • City of St. Charles, Missouri Elm Point WTP Improvements • Project Manager for WTP Improvement Project. Included several improvements at the WTP required to replace aging equipment, deal with delivered quicklime quality and related slaking problems, and reduce the costs of lime sludge disposal. Improvements included replacing the existing aerators with forced draft aerators with nozzle distributors and no internal packing, replacing the existing primary basins solids contact unit mechanisms with similar mechanisms installed in the existing concrete basins, and update the lime system to install a new lime system to feed concentrated lime slurry from hydrated lime, or to slake quicklime and feed lime slurry. The services included design, bidding and construction phase.

Sherrae Davis
Education: BS, Mechanical Engineering Technology, Purdue University BA, Fine Arts, Indiana University AA, Drafting/Design, Purdue University Registration/ Certification: DSL Classification, State Water Operators Certification, Indiana Membership/ Affiliation: Society of Women Engineers Background: Ms. Davis is a Project Director and Manager with the Capital Program Management (CPM) group of Veolia Water North America Operating Services, LLC (Veolia Water). The role of this group is to provide support and leadership for capital projects at our operations, maintenance and management (O&M) sites, as well as for stand-alone projects in the U.S. and Canada. Prior to this, Ms. Davis worked as the Asset Manager with Veolia Water Indianapolis, LLC, with responsibility for the Asset Management group on what ranked as the largest water system O&M contract in the U.S. In this role, she had responsibility for ensuring system compatibility with consumer demand relative to water volume and system pressure. Ms. Davis has more than 10 years of progressively responsible industry experience gained in working as part of the operations and support team for the Indianapolis water system, first with the Indianapolis Water Company and then transitioning to Veolia Water Indianapolis. Key Experience: • 2011-Date: Project Director and Manager – Capital Program Management Group – Veolia Water North America Operating Services, LLC – Indianapolis, Indiana • Serves as part of the delivery team for Veolia Water’s new contract with the City of Winnipeg, Manitoba, Canada. This is a 30-year agreement under which Veolia Water and the City will collaborate on capital improvements and work together to provide ongoing strategic advice and guidance on design, construction, technology and operational needs for three Winnipeg wastewater treatment and biosolids facilities. The agreement represents a new model for cities around the world seeking to maintain public ownership, control, operations and a public work force while benefiting from private-sector expertise. Designed to protect ratepayers from cost overruns, the new contract features public- and private-sector officials who will work as an integrated team to develop plans and execute required work. • Provides project support, technical assistance and research and development support for municipal O&M, design/build/operate (DBO) and capital projects in the U.S. and Canada. • Project work has been focused on solving problems in engineering, construction and operations for water supply facilities. • 2002-2011: Asset Manager – Veolia Water Indianapolis, LLC – Indianapolis, Indiana • Managed asset management projects for the O&M contract with the City of Indianapolis. This project involved O&M for a water treatment, supply and storage system serving almost 1 million people in and around the City. • 1997-2002: Director of Plumbing/Plant Maintenance (and other roles) – Indianapolis Water Company

Sherrae Davis (continued)

• 1997-2002 - Director of Plumbing/Plant Maintenance - Responsible for the Central Control System, plant maintenance and documentation of activities and for development and implementation of strategies to reduce maintenance costs and increase equipment reliability. • 1999-2002: Assistant Director/Plumbing - Responsible for determining distribution system needs, i.e., where low pressure should be addressed, placement of remote operating valves, where redistricting should take place; and performing pump studies and determining operating strategies to minimize power costs. Also responsible for the maintenance of pumping facilities • 1999: Plant Engineer - Responsible for performing system analysis studies; determining pump efficiencies and systems pressures using hydraulic grade lines; developing electronic, paperwork management system; organizing and maintaining the emergency contact and other department directories and operating logs. • 1998: Relief Supervisor - Responsible for operating the CCS distributing water and maintaining system pressure adequate to meet consumption demands. Responsible for knowing station production and pumping capabilities, bleeder valve locations, redundant sources of district supply and tank capacities. • 1998: Process Engineer - Responsible for management of the chemical conversion projects at T.W. Moses, Geist and White River facilities. Additionally, was responsible for the design of the east well collection line at South Wellfield plant. • 1997: Engineering Technician - Responsible for design of well collection and finished water lines at SWF Plant. Served as Project Manager for the installation of the well collection and finished water lines at SWF and Harbour water facilities. Designed and installed chemical storage facilities, designed Harbour booster station and suction and discharge lines. Designed and installed numerous projects assigned to Engineering from other operating departments. • 1997: Drafter - Responsible for the design of system distribution lines (main extensions) and transmission lines into undeveloped areas. Responsible for the design of main lowers in developed areas where utility conflicts existed. Responsible for updating system records showing IWC underground facility locations, sizes and installation dates.

Joey J. Tolbert
Education:
MS, Management Information Systems, Southern Illinois University at Edwardsville BS, Accountancy, Southern Illinois University at Edwardsville AAS, Accounting, Lewis & Clark Community College

Background: Mr. Tolbert is a resident of the St. Louis area and a part of our firm’s corporate support team in the region. He works as a Financial Analyst for Municipal Business Development with the corporate Financial Group of Veolia Water North America Operating Services, LLC (Veolia Water). In this role, Mr. Tolbert provides financial and management support for the company’s projects throughout North America, including operations, maintenance and management (O&M), design/build/operate (DBO) and related projects, as well as new business efforts in the U.S. and Canada. Mr. Tolbert’s recent work has involved providing financial team support for the company’s Peer Performance Solutions (PPS) project approach. Under this approach Veolia Water is working with some of the largest water and wastewater utilities in the U.S. and Canada to conduct detailed operations evaluations that lead to operations efficiencies and cost saving for their operations. Mr. Tolbert has worked as part of the Veolia Water PPS teams at the Proposal stage and then projects support for implementation of the PPS projects with New York City, the Pittsburgh Water and Sewer Authority, as well as the City of Winnipeg, Manitoba, Canada. Mr. Tolbert works directly with the pricing teams to develop the internal Veolia Water Discounted Cash Flow (DCF) model. The DCF results are an integral part of the project risk memo. He also works with the development team in the creation of the risk memo and risk assessment. Mr. Tolbert has also worked with development teams to assess financing alternatives for funding project related capital improvements. Additionally, he works with the development and corporate review teams, on projects that require corporate-level approval. Mr. Tolbert has been with Veolia Water since 1998, and has been involved in the development of financial templates for U.S. projects that are consistent with Veolia Water’s entities around the world. Prior to that, he worked in the municipal sector for nearly 12 years as a City Manager and Finance Director. Mr. Tolbert has over 30 years of experience in finance, with an emphasis in the area of municipal finance. This includes specialized experience in the areas of: personnel management, governmental administration and compliance; collection and disbursement of municipal funds; management of pension funds; preparation of budgets and financial statements; and oversight of all municipal financial obligations. Key Experience: • 1999-Date: Financial Analyst, Municipal Business Development Corporate Finance Group – Veolia Water North America Operating Services, LLC – St. Louis, Missouri • Involved in supporting ongoing projects and new business efforts. • Part of the Veolia Water corporate team that is involved with the development and implementation of PPS projects in North America, including those with New York City, Pittsburgh and Winnipeg. • Recent work has involved utility operations contracts for the City of Indianapolis, Indiana (20-year water facilities operations contract) and Milwaukee, Wisconsin (10-year operations contract).

Certification:
Certified Illinois Municipal Treasurer

Affiliations:
Government Finance Officers Association Downstate Illinois Government Finance Officers Association Illinois Municipal Treasurer’s Association River Bend Growth Association Wood River Jaycees (Past President) Southern Illinois University at Edwardsville Alumni Association Board of Directors International City Management Association

Joey J. Tolbert (continued)

• 1998-1999: Financial Marketing Manager – Veolia Water North America Operating Services, LLC (predecessor company) • Provided financial analysis and marketing support to senior business development staff. Assisted client cities in developing alternative, innovative approaches to achieving funding for capital improvements. Provided support to senior management and business development staff to aid their understanding of municipal finance. • 1994-1998: City Manager and City Chief Administrative Officer – City of Wood River, Illinois • Responsible for the overall operations and functions of the City, including personnel and administrative issues and governmental compliance; this was a Veolia Water O&M services client. • 1987-1998: City Treasurer – City of Wood River, Illinois • Responsible for the collection and distribution of all City funds; had fiduciary responsibility for pension funds. • 1991-1994: Instructor – Lewis and Clark Community College - Godfrey, Illinois • Taught Accounting I and II and Governmental and Fund Accounting. • 1989: Acting City Manager – City of Wood River, Illinois • In a temporary capacity, was the City’s Chief Administrative Officer, with responsibility for the overall operations and functions of the City, including personnel and administrative issues and governmental compliance. • 1985-1987: Director of Finance – City of Wood River, Illinois • Oversaw all of the City’s accounting functions, including general ledger, payroll, accounts payable and receivable, utility billing, investments, budget preparation, annual tax levy and timely preparation of City financial statements. • 1984: Office Manager – Missouri Mills, Inc., St. Louis, Missouri • Responsible for oversight of all functions of operations and provided support services for the trade floor of Merchants Exchange. • 1979-1984: Grain Accountant – Peavey Company, Alton, Illinois • Responsible for the daily position of the firm in relation to the Chicago Board of Trade. Assisted grain traders in local, national and international grain trades.

Robert L. Martin, P.E
Education:
MSCE, Environmental Engineering, University of Illinois, Urbana-Champaign BS, Civil Engineering, University of Illinois, Urbana-Champaign

Registrations/ Certifications:
Registered Professional Engineer, Illinois Class A, Public Water Supply Operator, Illinois

Background: Mr. Martin is the Water System Director with Veolia Water North America Operating Services, LLC (Veolia Water). His role involves providing technical and management support for operations maintenance and management (O&M), design/build/operate (DBO), Peer Performance Solutions (PPS), and other related projects in a service area that covers projects in the State of Missouri. This technical service and support function is part of the company’s North American Technical Direction Group (TDG). The focus of this group is on unifying our company's technical organization to develop new technical services benchmarks for greater delivery of services to governmental and industrial clients nationwide. Additionally, they are responsible for centralizing technical knowledge, coordinating resources, as well as integrating training and applying the best practices for Veolia Water’s project work on a national basis. Mr. Martin provides engineering and operational expertise to Veolia Water projects to troubleshoot process and equipment problems, achieve water quality goals, maintain regulatory compliance, optimize treatment and chemical processes, maintain system water quality and participate in the development of new projects throughout North America. Mr. Martin has more than 34 years of experience in management, operation, maintenance, design and construction of water treatment systems. He is experienced with chemical treatment operations and troubleshooting that has led to optimization of treatment processes and operational sequencing. In addition he has knowledge of regulatory drivers and compliance, and has been involved with the development of site-specific operating strategies that help treatment plants achieve water quality goals and regulatory standards. Key Experience: • 2012-Date: Water Systems Director – Technical Direction Group Veolia Water North America Operating Services, LLC – Chicago, Illinois • Works as a part of the engineering and technical support group of TDG, with responsibility for providing technical and management level support for projects in the Central region of the U.S., as well as support to other Veolia Water projects throughout North America. • 2010-2011: Senior Project Manager – Alfred Benesch & Company Chicago, Illinois • Developed water and wastewater services for engineering firm specializing in transportation and structural engineering. Secured sanitary sewer evaluation study and water main design projects. • Assisted in securing Master Contract for Sewer Design Services with Chicago Department of Water Management • 1987-2010: General Manager (and other roles) - DuPage Water Commission – Elmhurst, Illinois • Worked in progressively responsible roles, including General Manager, Manager of Water Operations and Assistant to General Manager, for this, the second largest water system in the State of Illinois.

Memberships/ Affiliations:
American Waterworks Association Started the Illinois Section Information Management Conference Started the Illinois Section Science Fair Committee Co-Chair of 1999 Local Host Committee for the National AWWA Annual Conference and Exposition Co-Chair of 2010 Local Host Committee for the National AWWA Annual Conference and Exposition

Robert L. Martin P.E (continued)

• Responsible for the design, construction and operations of the Water Commission which consisted of 160 miles of pipelines ranging in size from 12-inches to 90-inches in diameter, 2.3 miles of a 12-foot diameter tunnel, 32.5 million gallons of elevated storage, 220-MGD pumping station with 30 million gallon reservoir and 185-MGD pumping station with 30 million gallon reservoir. • Responsible for the management of the second largest water system in the State of Illinois. Responsible for operation of the 185-MGD water supply system for DuPage County and the maintenance of the 185-MGD DuPage Pumping Station. • Responsible for the evaluation, design and construction of 700 Kw photovoltaic systems at the Lexington Pumping Station. The largest photovoltaic system in the Midwest (construction cost: $8.2 million). • Responsible for the evaluation, design and construction of a 10 MW backup generation system at the DuPage Pumping Station including additional office space and garage (construction cost: $20.6 million). • Implemented a corrosion protection program for the Commission’s 160 miles of pipelines. Work included evaluation, design and construction of a 10-MW backup generation system at the Lexington Pumping Station including the replacement of variable frequency drive. The project included the negotiation of an intergovernmental agreement with the City of Chicago (construction cost: $20.3 million). • Installed a hydrodynamic mixing system at one of the standpipes at a cost of $145,000, eliminating the need of a pumping station at a cost of $1,400,000. • Implemented a water conservation program, safety management system program, supervisor training for Commission managers and supervisors, a document management system, and accounting software. Developed a Disaster Recovery Plan. • Implemented an Enterprise Asset Management (EAM) system with annual operation of 252 valves, bimonthly inspection of 78 metering stations and 34 remotely operated valves, and monthly inspection of five standpipes. Also responsible for the upgrade and maintenance of the SCADA system. Directed the implementation of a computerized preventive maintenance program and computerized underground utility location system. • Participated in two American Water Works Association Research Foundation Projects, focusing on asset management and corrosion control. Served as Vice Chair of the Northeastern Illinois Regional Water Supply Planning Group and represented the DuPage Mayors and Managers. • Coordinated activities related to the construction of the second largest water system in the State of Illinois. Activities included monitoring of engineering and construction activities, public relations, budget preparation and property acquisition. The $400 million project was completed on budget and one year ahead of schedule. Projects included the construction of 140 miles of pipeline ranging in size from 12” to 90” diameter pipelines, a 220 MGD pumping station with 30 MG reservoir, 2.3 miles of a 12 foot diameter tunnel, 185 MGD pumping station with 30 MG reservoir, 68 remote metering stations, and five standpipes with a combined storage of 32.5 MG.

• 1978-1987: Senior Project Engineer - Metcalf & Eddy, Inc. – Chicago, Illinois • Served as Senior Project Engineer responsible for design, construction services and resident engineer for local and regional water, wastewater and solid waste projects. • Served as Construction Services Project Engineer for the construction of sludge processing building and sewer rehabilitation for the City of Elmhurst, Illinois. Total construction cost: $3.8 million. • Served as Project Engineer on design and construction services of dechlorination/chlorination improvements for 250 MGD Metropolitan Wastewater Treatment Plant for the Metropolitan Waste Control Commission in the Minneapolis/St. Paul, Minnesota area. Total construction cost: $3.8 million. • Served as Project Engineer on redesign and construction services of wastewater pumping stations and treatment plant facility improvements, Sanitary District of Elgin, Illinois (construction cost: $7.5 million). • Served as Project Engineer for solid waste studies and permitting for Regional Waste Management Plan for Lake County, Illinois, State Office Building Campus and State University of New York in Albany in Albany New York and sanitary landfill in Chicago Heights, Illinois.

William Fahey
Education:
MBA, University of Massachusetts, 2000 BS, Marine Engineering, Massachusetts Maritime Academy, 1987

Registrations/ Certifications:
Grade 5-C, Wastewater Treatment Plant Operator, Massachusetts (Inactive) United States Coast Guard License – Third Assistant Engineer of Unlimited Horsepower, Steam or Diesel

Background: Mr. Fahey is the Technical Director for Asset Management with Veolia Water North America Operating Services, LLC (Veolia Water), as part of the Technical Direction Group. This group is responsible for providing technical services support to design/build, design/build/operate (DBO) and operations, maintenance and management (O&M) projects in North America. The focus of this group is on unifying our company's technical organization to develop new technical services benchmarks for greater delivery of services to governmental and industrial clients nationwide. Additionally, they are responsible for centralizing technical knowledge, coordinating resources, as well as integrating training and applying the best practices for Veolia Water’s project work on a national basis. Mr. Fahey has more than 20 years of engineering, construction, and O&M experience related to wastewater collection and treatment systems. His work history includes involvement in supporting projects throughout the northeast region. Mr. Fahey served as Asset Manager for Maintenance at the Massachusetts Water Resources Authority (MWRA)’s 1 billion gallons a day Deer Island Wastewater Treatment Plant. In this role, Mr. Fahey directed a group of engineering and operations staff, consultants and others in providing maintenance services for this facility, which is the second largest secondary treatment plant in the U.S. Mr. Fahey is experienced in managing staff, budgets, asset management programs, and capital replacement plans. His background also includes process engineering and project management in industrial wastewater, industrial pretreatment as well as all aspects of preventive, predictive and corrective maintenance. Key Experience: • 2009-Date: Technical Director-Asset Management – Technical Direction Group – Veolia Water North America Operating Services, LLC • Works as part of the technical and management team that supports the implementation of Veolia Water’s Peer Performance Solutions (PPS) projects in North America. • Involved in developing and implementing North American standards for asset management at water and wastewater facilities. This work has involved: • Served as the Chairperson for Veolia Water’s global Asset Management initiative. • Developing a classical reliability-centered maintenance (RCM) based strategy for use in Veolia Water’s North American operations-- has over 10 years of classical RCM facilitation experience. • Developed and led Veolia Water’s worldwide RCM training program. Facilitated RCM reviews on various systems in North America, France, Romania, Australia and New Zealand. Developed an RCM Facilitator training program for Veolia Water projects in North America. • Provides technical, management and training support for asset management programs at O&M projects sites.

Membership/ Affiliation:
American Water Resources Association American Society of Civil Engineers

William J. Fahey (continued)

• 2002-2009: Vice President for Asset Management - Brockton, Massachusetts Veolia Water North America - Northeast, LLC • Managed the asset management program for Veolia Water's O&M projects in the Northeast region. Responsible for managing program development and implementation, as well as training and documentation. Developed a conceptual model for corporate asset management program. • Worked as a part of Veolia Water's national Technical Services Group, which is responsible for centralizing technical knowledge, coordinating technical resources, integrating training and applying the best practices for Veolia Water’s project work on a national basis. • Developed Reliability Centered Maintenance (RCM) program for Veolia Water, which is specifically tailored to the needs of the water/wastewater industry. • 2000-2002: Project Manager – Brockton, Massachusetts Veolia Water North America – Northeast, LLC • Responsible for providing support to engineering and O&M projects in the region. • Managed an $89 million combined sewer overflow improvements project for the City of Lynn, Massachusetts. Project was implemented using a design/build approach. • Oversaw design, construction and financial management of all phases of the design, procurement and construction of new water and sewer installations for multiple projects in the Northeast service area. • 1994-1999: Program Manager, Construction Coordination at Deer Island WWTP Boston, Massachusetts – Massachusetts Water Resources Authority • Responsible for the management of $13 million in warranty claims for the Deer Island plant. • Coordinated activities of the maintenance staff and contractors to ensure timely completion of warranty items, managed daily activity of the Construction Coordination Department, and served as technical liaison to the Authority’s legal division on all warranty claims. • 1994-1996: Project Manager, Process Engineering, Deer Island WWTP Boston, Massachusetts – Massachusetts Water Resources Authority • Managed all process engineering activities for the operation of the wastewater systems from initial check out and startup, through integration and then final operation. Responsible for coordinating and completing operability surveys of assigned construction packages. • Worked with multidisciplinary design teams and construction personnel to resolve and correct defective design and construction. • Worked with process control and operations staff to troubleshoot problem systems. • Represented the Deer Island O&M departments at startup meetings. • 1988-1994: Engineering and Project Management - Boston, Massachusetts – Massachusetts Water Resources Authority • Conducted inspections of industrial wastewater discharges in the MWRA's district in order to ensure compliance with federal, state and local laws; inspected various industrial process and wastewater treatment systems; provided technical support to MWRA legal staff in regard to wastewater compliance issues; reviewed proposed industrial treatment plant designs to ensure that systems adhered to proper engineering design practices; and conducted inspections of new and existing gas/oil separators, ensuring that new construction complied with regulations. • 1987-1988: Diesel Power Plant Operator – Boston, Massachusetts – Massachusetts Water Resources Authority • Responsible for O&M of diesel and electric pumps, and for monitoring water flow, chlorine residual and reservoir levels.

William M. Thompson
Education:
MS, Civil Engineering, University of Pittsburgh, 1983 MS, Biology, Clarion State College, 1976 BS, Biology, Mt. Union College, 1973

Registrations/ Certifications:
Class A - Type 1 Waterworks Operator, Pennsylvania Class I Water Plant Operator, Georgia Class C - Type 1 Sewage Treatment Plant Operator, Pennsylvania Class III Industrial Waste Treatment Plant Operator, ABC

Background: Mr. Thompson is a Senior Engineer and Manager with the North American Technical Direction Group (TDG) of Veolia Water North America Operating Services, LLC (Veolia Water). This group is responsible for providing technical services support to our company’s design/build, design/build/ operate (DBO) and operations, maintenance and management (O&M) projects in North America. The focus of this group is on unifying our company's technical organization to develop new technical services benchmarks for greater delivery of services to governmental and industrial clients nationwide. Additionally, they are responsible for centralizing technical knowledge, coordinating resources, as well as integrating training and applying the best practices for Veolia Water’s project work on a national basis. Mr. Thompson has over 30 years of experience, and has been involved with managing capital projects and the startup of newly constructed water and wastewater treatment facilities for both municipal and industrial clients. Prior to his current role, he was the Director of Field Services for the Industrial Group of Veolia Water Solutions & Technologies (VWS), Veolia Water’s engineering and construction division. Mr. Thompson has extensive experience in serving both private and public sector clients covering an array of production and treatment operations. He has a broad background and knowledge of various conventional and advanced treatment processes. His experience includes such treatment processes as: rotating biological contactors, sequencing batch reactors, fluoride removal, carbon adsorption, reverse osmosis, ion exchange, acid neutralization, metals precipitation, fixed film bioreactors, nitrification/ denitrification, activated sludge, aerobic sludge digestion, belt filter press dewatering, and sludge densification. Key Experience: • 2007-Ongoing: Senior Engineer and Manager – Technical Direction Group – Veolia Water North America Operating Services, LLC – Pittsburgh, Pennsylvania • Works as part of the technical and management team that support the implementation of Veolia Water’s Peer Performance Solutions (PPS) projects in North America. • Served as a key technical manager and resource for new design/build, DBO and O&M project, as well as for improvements at exiting treatment facilities. • Manages the Operations Technical Services team, and provides leadership for pilot testing programs. • Prior to 2007: Director of Field Services - Industrial Group Veolia Water Solutions and Technologies – Pittsburgh, Pennsylvania • Responsible for administration and coordination of field-related activities for design/build and other engineering and construction project. This included plant startups, process troubleshooting, operator training, and sampling work. In-house activities include providing technical guidance in process design and system operations while maintaining the technical expertise of department personnel.

Memberships/ Affiliations:
American Water Works Association Pennsylvania Water Environment Association (Committee Chairman) Water Works Operators Association of Pennsylvania

William M. Thompson (continued)

• Provided oversight of the preparation of operation manuals, preventive maintenance programs, and training courses. • Conducted numerous plant water and wastewater treatment plant startups, in addition to wet testing and debugging the process, encompassed the preparation of startup procedures and O&M manuals for the new facilities followed by on-site training of the client's supervisory and operating personnel. • Managed long-term contractual operation projects, including O&M activities, operating multiple projects at various sites. • Designed and equipped a mobile laboratory which augments on-site treatment operations. • Developed control logic and graphic displays for computer controlled treatment systems. Responsible for obtaining process control development contracts with major municipal and industrial clients. • Worked as an Operations Department Manager, with responsibility for supervising the development of process control systems that are created by staff programmers.

• Instructor for the Waterworks Operator classes for the State of Pennsylvania's Department of Community Affairs

Melissa A. LeMasters
Education:
BS, Computer Information Systems, Indiana University – Kelley School of Business, Bloomington, Indiana, 2010

Background: Ms. LeMasters is the Senior Information Technologies (IT) Business Analyst and Project Manager with the Business Operations Center of Veolia Water North America Operating Services, LLC. In this role she has corporate level responsibility for IT systems research, planning and implementation of new initiatives, and is also involved with new projects and business development initiatives. Most recently, Ms. LeMasters has been named as the IT Team support coordinator for Veolia Water’s Peer Performance Solutions (PPS) projects in North America. In this role, she provides coordination and support for information systems and planning functions. Ms. LeMasters has more than eight years experience in the IT field, which has included evaluating, proposing and deploying technology-based solutions for a multitude of companies in accordance with their business requirements. Her work experience and responsibilities has involved: software development and system implementation, process improvement initiatives, software development methodology, risk management, test lead planning and documentations. Ms. LeMasters is also responsible for planning and optimizing data center configurations and their managing daily operations; and providing enterprise-wide project management and overall team leadership. Key Experience: • 6/2011-Ongoing: Sr. IT Business Analyst/Project Manager– Veolia Water North America Operating Services, LLC – Indianapolis, Indiana • Responsible for assisting with due diligence activities related to the IT support needs of the PPS project with the Pittsburgh Water and Sewer Authority, a utility serving more than 300,000 people in the greater Pittsburgh area. • Responsible for creating a financial analysis for the implementation of COGSDALE platform that enhances functional solutions including financial management, asset management, people management, work management and customer management for Pittsburgh PPS project. • Managed data storage and management applications, assisted with vendor contract negotiations, and set up of applications for Veolia Water’s PPS contract with the New York City Department of Environmental Protection (NYC DEP). This project involves performing operations efficiency studies for the City’s water and wastewater operations, which meets the needs of more than nine million people. These operations cover 14 wastewater plants, together treating 1.3 billion gallons of flow each day, with more than 6,000 miles of sewer lines. • Supports business development and new project transitions with IT, and supports the development of Proposal and other project plans. • Responsible for planning and implementation of projects related to new initiatives and technology systems. • Responsible for researching and providing recommendations on technology options in the market.

Melissa A. LeMasters (continued)

• Develops business case documentation for return on investment (ROI) analysis for new and current technologies. • Creates process maps and frameworks for design of business solutions.

• 1998-2011: Senior Systems Analyst and Business Integrator – Eli Lilly and Company – Indianapolis, Indiana • Served as part of the IT team supporting the company’s business operations in North America, and served as the primary liaison between the business area and multiple technical development groups internally and externally to the project. • Responsible for: business process analysis work including process mapping; redesign of business processes; creation of use cases and scenarios; facilitating requirements gathering; defining test data and traceability adherence and develop documentation to successfully plan and execute new process improvement initiatives. This included process flowcharts, policies, procedures, forms, templates, surveys, and training curriculum. • 2004- 2010: Quality Engineer – Eli Lilly and Company – Indianapolis, Indiana • Provided quality consulting; identified quality issues and implemented mitigation strategies to address or resolve issues; initiated and coordinated quality improvement initiatives across multiple business areas to ensure compliance with corporate computer system policies and procedures. • Performed audits and assessments to determine levels of compliance with new processes; provided recommendations to the leadership team; and developed future continuous improvement projects • Performed financial planning and forecasting, reconciliation and adjustments for $4 million annual budget as well as provided project management oversight. • 1998-2004: Financial Analyst –Eli Lilly and Company – Indianapolis, Indiana • Managed database security for procurement division with 100+ end users. • Developed global templates in the SAP Business Warehouse for implementation to validate data accuracy and availability for the purchasing organization information cubes. • Initiated the redesign of the training program and recommend a half-day curriculum and one-on-one training that has increased efficiency and savings. • Analyzed reporting metrics to provide clean data to customers and resolved intercompany spend issues for report accuracy. • Developed customized reports for multiple Indiana plant sites to improve monthly dashboard reporting specific to individual plant sites. • 1992-1998: Office Coordinator/Administrative Assistant • Managed the schedules of cardiac catheterization patient surgery and multiple cardiology clinics. Ensured all procedures, tests, and medications remained updated in patient files and medical records charts. • Developed streamlined templates for invasive procedures to reduce amount of setup time and labor for transcribing surgical procedures. • Knowledge of medical terminology, transcription and ICD-9 coding.

Edward Biskis, P.E.
Education: BS, Civil and Environmental Engineering, University of Michigan, 1985 Licenses/ Certifications: Registered Professional Engineer: Indiana and Michigan Affiliations: American Water Works Association Water Environment Federation

Background: Mr. Biskis is the Network Technical Manager with Veolia Water North America Operating Services, LLC (Veolia Water) in Indianapolis, Indiana. This technical service and support function is part of the company’s North American Technical Direction Group (TDG). The focus of this group is on unifying our company's technical organization to develop new technical services benchmarks for greater delivery of services to governmental and industrial clients nationwide. Additionally, they are responsible for centralizing technical knowledge, coordinating resources, as well as integrating training and applying the best practices for Veolia Water’s project work on a national basis. In his current role, Mr. Biskis has provided leadership for the water meter bench test efforts within the company, including the establishments of the Veolia Water North America Meter Laboratory and testing facility in Houston, Texas. He also provides leadership for engineering, operations support, GIS/Asset Management Software application management and implementation, research and development, as well as other technical support for Veolia Water’s design/build, design/build/operate (DBO) and operations, maintenance and management (O&M) projects in North America. Mr. Biskis joined Veolia Water in 2010 and has over 25 years of experience in water, wastewater, and infrastructure projects across the United States. His background includes extensive study and management of underground utilities including design, operational troubleshooting and field investigations. He has extensive experience with wastewater treatment facilities, collection systems, water distribution systems and water and wastewater pumping. Key Experience: • 2010-Date – Network Technical Manager – Technical Direction Group – Veolia Water North America Operating Services, LLC – Indianapolis, Indiana • Works as part of the technical and management team that support the implementation of Veolia Water’s Peer Performance Solutions (PPS) projects in North America. Provided support for the PPS projects with New York City, and the Pittsburgh Water and Sewer Authority, Pennsylvania. • Responsible for providing technical and asset management leadership and operational support for project sites including:
• Buffalo, NY – Supporting ongoing operations contract including water distribution system predictive modeling and meter renewal. • Milwaukee, WI – Supporting ongoing operations through pump station solids removal options and assisting in due diligence and additional pricing for 150 new permanent flow meters. • Wilmington, DE – Assisting the operations group on the 11 St. pump station capacity increase project (95 MGD to 135 MGD)
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• Atwater, CA – Assisting the operations group in the evaluation and operational flexibility of a new pump station, force main and WWTP.

Edward J. Biskis, P.E. (continued)

• New London, CT – Assisting the operations group in improving UGAM GIS/Workflow patterns (InfoNet™) and their water meter renewal program. • Serving as the Project Manager for Veolia Water’s North America Meter Laboratory and test facility established in Houston, Texas. The City of Buffalo was among the first Veolia Water clients to have meters tested at this new facility housed at the company’s regional management office in Houston. The new facility allows Veolia Water to offer the most modern meter optimization techniques. The laboratory has the capacity to test 5/8-inch - 10-inch meters to 0.1 percent accuracy. In addition, Veolia Water tests to AWWA and/or ISO standards – a key foundation to optimizing and sustaining meter accuracy for municipalities. • Provides leadership for investigations into new technologies for leak detection, condition assessment, pressure and flow monitoring (in system), and other water distribution-related equipment and technologies.

• 2006-2010: Associate/Senior Project Manager – Fleis VandenBrink Engineering – Indianapolis, Indiana
• Provided client management and business development, with $700k in annual sales. Managed projects that included combined sewer overflows (CSO), sanitary sewer overflows (SSO), wastewater treatment plants and pump stations. Also provided process design for CSO, wastewater treatment plant and pump stations projects.

• 2003-2006: Vice President of Engineering – Presnell Design Group – Louisville, Kentucky
• Provided client management and project management and served as both the Eastern Design Group Leader (10 staff with $1.2 million annual work) and gave oversight to the Western Design Group (40 staff with $3.5 million annual work).

• 1999-2002: Technical Vice President – The Corradino Group – Louisville, Kentucky
• Provided program management for the Louisville Metropolitan Sewer District ($3 million annual contract value) including extensive UGAM efforts including GIS, database, Hanson and Primavera Project Planner. • Served as the Civil/Municipal Group Leader (12 staff with $1.5 million in annual work) and completed process design for SSO, wastewater treatment plant and pump station projects.

• 1997-1999: Project Manager – GRW Engineers – Louisville, Kentucky
• Served as a Project Manager for SSO, wastewater treatment plant and pump station projects.

• 1995-1997: Project Manager – Snell Environmental Group (DLZ Michigan) – Detroit, Michigan
• Served as a Project Manager for SSO, wastewater treatment plant and pump station projects. • Assisted in the start-up of a new office, including business development.

• 1993-1995: Project Manager – Ayres Lewis Norris and May – Ann Arbor, Michigan
• Served as a Project Manager for SSO, wastewater treatment plant and pump station projects.

• 1985-1993: Project Manager/Lead Engineer – McNamee Porter and Seeley – Ann Arbor, Michigan
• Served as a Project Manager for CSO, SSO, wastewater treatment plant and pump station projects. • Served as the Lead Engineer on CSO and SSO investigations and designs.

Accreditations:
• Technical Reviewer – WEF – Prevention and Control of Sewer System Overflows (MOP FD-17) • ACEC (MI/IN) Design Awards – Croswell, Michigan; Galveston, Indiana; Windfall, Indiana • National WEF Paper – Alternative Delivery Systems (2000) • National AWWA Paper – Oakland County Wellhead Protection Program – A Case Study (1999)

James I. Hurst, P.E., BCEE
Education/Training: BS, Mechanical Engineering (Cum Laude), Purdue University, 1992 BS, Forestry & Wildlife Science, Purdue University, 1979 Retrofitting & Optimizing Existing Water Treatment Plants, University of Wisconsin-Madison, 2000 Municipal Wastewater Treatment Plant Operator, Ivy Tech Comm. College, 1985 Manufacturing Resource Planning (MRP II), Diamond Chain Company Environmental Site Assessment Fundamentals, NWWA Certified Seminar Registrations/ Certifications: Professional Engineer: Indiana, 1994; Kentucky, 2006; Illinois, 2006 Board Certified Environmental Engineer (BCEE), Cert. No. 05-20040 National Council of Examiners for Engineering and Surveying (NCEES) Model Law Engineer #28417 Class A, Industrial Wastewater Operator, State of Indiana (1985 – 1998) Certified Hazardous Materials Manager, Institute of Hazardous Materials Managers, Indiana Chapter (1986 – 1999)

Background: Mr. Hurst is Vice President and Chief Technical Officer with the Technical Direction Group (TDG) of Veolia Water North America Operating Services, LLC (Veolia Water), and is based in Indianapolis, Indiana. TDG is the technical service and support department and focuses on unifying our company's technical organization to develop new technical services benchmarks for greater delivery of services to governmental and industrial clients nationwide. Additionally, they are responsible for centralizing technical knowledge, coordinating resources, as well as integrating training and applying the best practices for Veolia Water’s project work on a national basis. In his current role, Mr. Hurst serves as the Director of Engineering for Veolia Water and leads a group that is responsible for providing engineering, research and development, as well as other technical support for Veolia Water’s design/build, design/build/operate (DBO) and operations, maintenance and management (O&M) projects in North America. He joined Veolia Water in 2008 and has over 30 years of experience in water, wastewater, hazardous waste, biosolids and infrastructure projects across the Midwest. Prior to his current role, Mr. Hurst was a Principal Engineer of Drinking Water Practice for HNTB Corporation, where he designed and managed over 50 projects, served as a business leader for his division’s design/build initiative, managed multi-firm and multi-discipline projects, mentored staff, maintained QA/QC practices, served as a client leader for water and wastewater utility projects, monitored regulatory standards and initiated research and training on emerging technologies. Mr. Hurst’s background and experience also includes extensive industrial project work experience, which involved: environmental and facilities engineering, plant expansion and new plant engineering, facilities and environmental auditing, underground tank closure and remediation, and regulatory compliance and management of air, water, wastewater, solid and hazardous waste operations. He has also been involved with industrial facilities engineering, water distribution system design, mechanical systems design, environmental assessments, soil and groundwater remediation studies and designs, and industrial and municipal wastewater treatment studies and designs. Key Experience:
• 2008-Date – Vice President and Chief Technical Officer – Technical Direction Group – Veolia Water North America Operating Services, LLC – Indianapolis, Indiana • Works as part of the technical and management team that supports the implementation of Veolia Water’s Peer Performance Solutions (PPS) projects in North America. • Responsible for providing leadership and support for engineering and related activities undertaken by Veolia Water’s TDG at sites throughout North America. • Manages Business Development and project implementations support from TDG to Veolia Water projects in North America.

James Hurst (continued) • The role of the TDG’s Engineering group is to provide: back-office support (providing project reviews and commissioning and start-up services for new projects); due diligence support services (process review/validation, vendor and equipment review, pricing confirmation, and assistance with the risk memo process); support and develop capital improvement programs for clients; manage and support technology reviews and research and development activities; develop design and process benchmark standard systems; coordinate and share technical solutions; provide leadership for Veolia Water’s professional organization activities for trade and research activities. • Key project work assignments have included engineering and related technical activities undertaken by Veolia Water’s TDG at sites throughout North America, including: • Milwaukee, Wisconsin – Under a current contract with the Milwaukee Metropolitan Sewerage District (MMSD), which includes O&M of the 300-MGD Jones Island wastewater plant, Veolia Water purchases large quantities of natural gas to run two 15 MW gas turbines that generate electricity at this facility. Our sister company, Veolia Environmental Services, owns and operates a landfill located approximately 17 miles from this project where landfill gas (methane) is flared to the atmosphere. Engineers from Veolia Water and Veolia Environmental Services worked together to develop the concept of piping that waste gas to the wastewater plant, thereby lowering costs and burning it in a more environmentally-friendly manner. The pipeline, which is scheduled for completion in 2011, will cost approximately $80 million and ultimately save the taxpayers of Milwaukee approximately $148 Million over 20 years. • Indianapolis, Indiana – Under an O&M contract with the City of Indianapolis that was completed in 2011, worked as part of the support team for the implementation of capital project projects at the T.W. Moses Water Treatment Plant (activated carbon system), capital planning for the proposed expansion of the Fall Creek Water Treatment Plant, as well as the addition of UV treatment units at the White River water treatment plant. The Indianapolis water facilities include four surface water treatment plants, ranging in size from 96- to 16-MGD; four groundwater treatment plants, ranging in size from 24- to 2-MGD; 4,300-mile distribution system; numerous storage tanks; 17 water pump stations along the distribution system; and 12 high-service pump stations at the water treatment plants. More than $200 million in capital work was executed over the course of the contract, with some self-executed by Veolia Water and others managed by Veolia Water using subcontractors. • Aeration Systems Optimization – These separate projects involved engineering studies related to the optimization of the aeration systems at two Veolia Water contract O&M sites in the State of Tennessee. These facilities included: a 3-MGD tertiary wastewater treatment plant at Gatlinburg (which Veolia Water has operated since 1994); and a 4-MGD tertiary wastewater treatment plant (which Veolia Water has managed since 1985). • Leominster, Massachusetts – This project, which was recently completed, involved an engineering evaluation of the upgrade of the City’s 9.3-MGD advanced secondary activated sludge wastewater treatment plant to provide for biological nutrient removal; Veolia Water has operated these facilities since 1983. • 1988-2008 – Principal Engineer – HNTB Corporation – Indianapolis, Indiana • Worked in progressively responsible roles, leading to the position of Principal Engineer, with this engineering and infrastructure firm based in Indianapolis. The employee-owned company was engaged with transportation, engineering, planning and construction management firm. The firm has 4,000 employees and more than 60 offices in the U.S. • 1986-1988 –Facilities & Environmental Engineer – Stewart-Warner Corporation – Indianapolis, Indiana • 1981-1986 – Environmental Engineer – Diamond Chain Company – Indianapolis, Indiana • 1979-1981 – Junior Mechanical Designer – Nuclear Measurements Corporation – Indianapolis, Indiana

Professional Affiliations:
• National Standards Committee No. 276, Horizontal & Vertical Line-Shaft Pumps, Committee Chair (2008), American Water Works Association • National Standards Committee No. 375, Vertical Submersible Pumps, General Interest Member, American Water Works Association • Water Utility Council, General Interest Member, American Water Works Association, Indiana Section

David C. Carter
Education/ Training:
MBA, Northwestern University MS, Ceramic Engineering, University of Illinois BS, Ceramic Engineering, University of Illinois Six Sigma Green Belt Training, Six Sigma Master’s Program, Chicago Deming Association

Background: Mr. Carter is the Regional Vice President of Operations for Veolia Water North America – Central, LLC (Veolia Water). In this role, he has specific responsibility for supporting operations, maintenance and management (O&M), design/build/operate (DBO) and related project services in a service area that includes projects in the State of Missouri, as well as project in Canada. Mr. Carter coordinates the delivery of support resources for Veolia Water O&M project teams at various projects, drawing from the regional resource team of our firm, which includes experts in management, technical and operations areas. Additionally, he is responsible the oversight of project budgeting and management at the regional level for Veolia Water’s O&M and related work in the region. Mr. Carter has more than 22 years of engineering experience, with seven years dedicated to water and wastewater operations. His background includes experience working as the Vice President of Operations for a water and wastewater services company. Key Experience: • 2010-Present: Regional Vice President of Operations – Veolia Water North America – Central, LLC - Illinois • Provides management and operations level support for Veolia Water’s Peer Performance Solutions (PPS) projects in the region, including: • Pittsburgh, Pennsylvania – A PPS study that involves evaluating the operations of the Pittsburgh Water and Sewer Authority, a utility serving more than 300,000 people in the greater Pittsburgh area. • Winnipeg, Manitoba, Canada – A PPS project which involves working with the City to provide ongoing strategic advice and guidance on design, construction, technology and operational needs for three City wastewater treatment and biosolids facilities. • Provides oversight, management and support to Veolia Water operated and managed municipal and industrial projects in the region. • Oversees the management and operation for all of Veolia Water’s projects in the State of Missouri, which includes managing the mobilization of regional, national and international resources for support at local project sites. • 2002-2010: Co-owner/Member – DC Custom Homes, LLC – Clarendon Hills, Illinois • Co-foundered a luxury home development firm focused on all aspects of business management, including financing, marketing, production, business development, and customer service. Facilitated double-digit yearover-year net income growth from 2002-2006. • Developed and sold residences valued at more than $10.5 million, including custom residences valued at more than $5 million; completed within 1% of budget. Managed all aspects of the construction, including subcontractor management, procurement, customer relations, and budget performance. Provided strategic planning to maximize ROI and assess current market drivers.

David C. Carter (continued)

• 1999-2002: Vice President of Operations – Utilities, Inc. – Northbrook, Illinois • Led all water and wastewater utility operations in 10 states, with approximately 200 employees and an operating budget of $32 million. Managed regional vice presidents and directors, field service and customer service personnel. Led company as one of five corporate officers and served as Corporate Secretary. Provided strategic direction in each operational area, including capital planning and budgeting, and oversaw business development. • Along with management team, grew revenues over 80% in five years with a 200% increase in net income. Increased stock price from $19 to $84 a share on split-adjusted basis in five years with a minimum annual increase of 17%. Participated in sale of company through presentations and discussions held with prospective buyers, resulting in a cash buyout with stock premium of 40%. • Boosted customer count over 80% through organic growth and acquisition while increasing field personnel by less than 20%, realizing productivity gains in excess of 40%. Created and negotiated more than 100 utility service agreements generating more than $10 million in connection fees. • Directed EPA, OSHA, and economic regulation compliance, negotiated two union contracts, and drafted testimony and reviewed legal filings for numerous cases. Testified before state regulatory commissions and successfully defended cost of service cases before the Public Service Commissions in Louisiana and South Carolina. • 1996-1999: Director of Operations – oversaw water and wastewater operations in six states, with an operating budget of approximately $18 million. Led field service activities and customer service. Administrated capital planning and budgeting and led acquisition efforts for several utility systems, including creation of pro forma statements and related due diligence. • Successfully managed numerous legal cases and administrative actions in multiple jurisdictions. • Cut cost in strategic areas while maintaining morale, reducing annual pay increases to 2% to 3% from previous levels of over 5%. • 1994-1996: Manager, Operations Consultant – Pittiglio Rabin Todd McGrath – Weston, MA • Led consulting engagements in life sciences industry group, focusing on new product development and operations. Directed new business development, including preparation of proposals and managed consulting projects. • Steered lean implementation efforts in regulatory affairs division to increase productivity for a $15 billion pharmaceutical company. Created capacity planning model to facilitate planning of FDA applications. Identified $18 million in inventory reduction opportunities (a 32% decrease) for a $400 million manufacturer of medical diagnostic instrumentation. • Directed new product introduction reengineering efforts to streamline and systematize new product development in coordination with a major pharmaceutical company. • 1988-1994: General Electric Medical Systems – Milwaukee, WI • 1992-1994: Manager of Production Programs - Directed the component manufacturing department for Computed Tomography equipment (CAT scanner). Led personnel, budget, technical management, customer relations, safety, regulatory, ISO 9001 compliance, and manufacturing output efforts. Managed a team of 54 engineers, technicians, and production associates engaged in the manufacture of computed tomography detector systems. Received management award for leadership in designing and implementing quality system in compliance with ISO 9001 quality standards. Received four business driver awards for individual cost savings in excess of $100,000. • 1988-1992: Senior Engineer – Transitioned a new product from pilot plant to full manufacturing, producing 20,000 parts per week. Held responsibility for process engineering within manufacturing class100 clean room facility.

Marvin C. Gnagy, Jr., P.E.
Education:
BS, Chemical and Environmental Engineering, University of Toledo

Registrations/ Certifications:
Registered Professional Engineer, Ohio Class IV, Water Supply Operator, Ohio Former Class III, Wastewater Operator, Ohio Former F-1 Waterworks Operator, Michigan

Background: Mr. Gnagy is the Municipal Water Technical Manager with the Technical Direction Group (TDG) of Veolia Water North America Operating Services, LLC (Veolia Water). In this role, he provides engineering and operational expertise for projects to troubleshoot process and equipment problems, achieve water quality goals, maintain regulatory compliance, optimize treatment and chemical processes, maintain system water quality and participate in the development of new projects throughout North America. Mr. Gnagy has more than 33 years of experience in management, operation, maintenance, design and construction of water treatment systems. He is experienced with chemical treatment operations and troubleshooting for the optimization of treatment processes and operational sequencing. In addition he is knowledgeable of regulatory drivers and compliance, and has been involved with the development of site-specific operating strategies that help treatment plants achieve water quality goals and regulatory standards. Mr. Gnagy has extensive experience in conventional and advanced treatment technologies, and has been involved with solving treatment issues and providing regulatory compliance. His experience includes: water supply development and monitoring; chemical treatment; mixing applications; taste and odor control; oxidation and coagulation treatment; chemical softening; ion exchange softening; clarification; filtration techniques; membrane filtration and membrane softening; disinfection methods; pumping operations; bench-scale, pilot testing and demonstration studies; high-rate treatment technologies; dewatering and solids handling; and process monitoring and optimization. His design experience has provided operatorfriendly solutions to solve both regulatory and operational issues for a number of water treatment systems in the U.S. Work History: • 2010-Date: Municipal Water Technical Manager Veolia Water North America Operating Services, LLC • Responsible for providing technical and management support for Veolia Water’s ongoing work with municipal clients throughout North America. This includes assisting with the delivery of Veolia Water’s Peer Performance Solutions (PPS) type of approach—PPS involves conducting operations efficiency studies to identify cost savings and efficiencies for water and wastewater operations • 2009-2010: Water Resources Manager - Brown and Caldwell • 2005-2009: Water Resources Manager/Operations Manager URS Corporation • 1996-2005: Operations Specialist/Senior Design Engineer - Arcadis • 1989-1996: Operations Specialist - Jones & Henry Engineers • 1986-1989: Superintendent of Water - City of Defiance, Ohio • 1979-1986: Superintendent of Water - City of Berea, Ohio • 1977-1979: Water and Wastewater Operator - Village of LaGrange, Ohio

Memberships/ Affiliations:
American Water Works Association Operator Training Committee of Ohio (OTCO)

Marvin C. Gnagy, Jr., P.E. (continued)

Key Experience:
• Provides technical and operational expertise to current and ongoing Veolia Water operations, maintenance and management (O&M), design/build/operate (DBO), PPS and other type of municipal projects. • Participates in the development of new projects throughout North America. • Provides technical consultation and process troubleshooting to treatment plants throughout the U.S. including a variety of conventional and advanced water treatment processes and the specialized equipment they employ. • Involved with the testing design and optimization of treatment processes including: source water characterization and oxidative organics fractioning; carbon adsorption; enhanced coagulation techniques; effective mixing applications; high-rate clarification processes; solids contact clarification; high pressure and low pressure membrane technologies including ultrafiltration (UF) and nanofiltration (NF); TOC removal and DBP control; enhanced softening techniques; anion exchange processes; chlorine and chlorine dioxide disinfection; chloramination; precipitative softening and recarbonation; tube and plate settlers; sludge management (pumping and processing, gravity thickening, lagoon storage and dewatering, land application, filter press dewatering and centrifuge dewatering); and laboratory analyses and operations. • Significant experience in distribution system operations, including pumping operations, booster disinfection techniques, water quality monitoring, taste and odor investigations, iron and manganese related issues, unidirectional flushing programs, cross connection control, and repair and maintenance of piping systems. • Served as Project Manager for a number of water treatment plant design projects related to implementation of chemical and treatment process improvements aimed at achieving compliance with drinking water standards, and improving plant operations and water quality. Provided construction oversight for the projects once construction of the improvements began. • Provided chemical and process optimization services for a number of water treatment plants across the U.S. defining needed upgrades in operating practices and/or process equipment to enhance water quality and reduce operating costs. • Conducted a number of bench-scale, pilot-scale, and full-scale process investigations related to identification of operating strategies and advanced treatment technologies to meet more stringent drinking water standards and developed recommendations for process treatments and equipment necessary to achieve regulatory compliance. • Designed and equipped municipal drinking water laboratories for process monitoring, bacteriological analyses, algae identification and speciation, and advanced instrumentation and analyses. • Prepared site-specific water and wastewater treatment plant operations and maintenance manuals for more than 120 systems across the U.S. outlining operating strategies, equipment descriptions, process control techniques, instrumentation and control systems, troubleshooting, and maintenance activities. • Developed operating standards and training manuals related to jar testing and coagulation operations, mixing applications, solids contact clarification, water and wastewater disinfection, lime-soda softening and recarbonation techniques, filter inspection techniques, formation and control of DBPs, and an overview of the Stage 2 D/DBP and LT2 ESWT Rules. Also served as principle instructor for these courses since their development. • Instructor for basic and advanced water treatment courses for the Operator Training Committee of Ohio; and instructor for basic math, basic chemistry, and basic hydraulics for the Michigan Department of Environmental Quality.