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REQUEST FOR QUALIFICATIONS REQUEST FOR PROPOSALS

FOR

INTERIM EXECUTIVE MANAGEMENT SERVICES

FOR

THE PITTSBURGH WATER AND SEWER AUTHORITY

1.0 INTRODUCTION

The Pittsburgh Water and Sewer Authority (the ?Authority? or was created on
February 17, 1984, under the Municipality Authorities Act of 1945. The Authority?s
primary purpose at that time was to oversee a $200 million capital improvement project to the City of
Pittsburgh?s water system. Prior to 1984, the City Water and Public Works Departments managed the
City?s water and sewer systems. Under a Capital Lease Agreement and Cooperation Agreement effective
in 1995, the City water department became a part of the Authority. The Authority became responsible for
producing and supplying water and maintaining and operating the City water infrastructure. In 1999, the
Authority assumed responsibility for operating and maintaining the entire City sewer system. The
Authority is organized into three divisions: (1) administration, which includes the functions of ?nance,
customer service, human resources, information systems, and communications; (2) engineering and
construction; and (3) operations, which includes water treatment and distribution and sewage and
stormwater conveyance.

The Authority is the largest combined water and sewer authority in the Commonwealth of
The Authority currently serves 196,000 water and sewer customers in the City of
Pittsburgh and Borough of Millvale. The Authority also sells water to Fox Chapel, Reserve Township,
Hampton Township, and Aspinwall Borough. It is connected to several other regional water systems.

The facilities of the Authority consist of water treatment and distribution facilities, wastewater
collection and transmission facilities, and stormwater collection and transmission facilities (the "Water
and Sewer System"). The Water and Sewer System does not include wastewater treatment facilities.
Wastewater collected in the Water and Sewer System is transmitted to facilities of the Allegheny County
Sanitary Authority for treatment. The sewer system is primarily a combined system, designed to convey
both stormwater and sanitary sewage. The Authority obtains source water for the water system from the
Allegheny River and delivers an average of 65 million gallons per day to its customers. The water
treatment facility is a 1 17 MOD rapid sand type, placed in service in 1969. The total storage capacity of
water reservoirs and tanks throughout the system is approximately 455 million gallons.

The Authority has approximately 260 budgeted employees, who are distributed approximately as
follows: 36 in billing and collections, 25 in administration and accounting, (0) 185 in water and
sewer operations, and 15 in engineering.

The Authority has recently launched a number of important initiatives, including the replacement
of its information system, the comprehensive inspection of water valves and ?re hydrants, the installation
of a SCADA system, a mobile ops program and an investigation of the state of the Clearwell. Last year
the Authority embarked on a very important Stormwater Management Study which will allow the
Authority to evaluate its current practices and coordinate with other government agencies future goals
related to stormwater management. In the second quarter of 2012 the Authority will finish a two year
planning process for its 40?year Capital Plan. Additionally, the Authority is currently drafting its long
term control plan in compliance with the 2004 Consent Order and Agreement with the 
Department of Environmental Protection to reduce overflows from combined sewers.

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2.0 SOLICITATION

Through the competitive process detailed in this Request for Quali?cations and Request for
Proposals the Authority is seeking proposals for the provision of interim executive
management services (?Services?). The contract responsibilities shall include various aspects of the
management of the Authority's business as outlined below for a period of one (1) year, which may be
extended for no more than six (6) months with the written consent of both parties.

Under no circumstances will receipt by the Authority of any submission or proposal bind or
obligate the Authority in any manner unless and until an agreement, duly approved by the Authority
Board, is executed and delivered by the successful proponent (the "Contractor") and the Authority (the
"Management Agreement"). This outlines the procedure that will be followed for the
identi?cation of quali?ed proponents (all parties who receive this and participate from time to
time hereafter in the procurement process contemplated hereby are herein referred to as "proponents")
and the process for the submission of proposals for the selection of the Contractor.

2.1 SERVICES REQUIRED

The Authority intends to retain a ?rm having a national reputation for skill and experience in the
types of services provided by the Authority to serve as an Interim Executive Management Contractor
(?Contractor?) to the Authority. The Authority seeks an interim management ?rm to develop and begin
the implementation of strategies that will reinvigorate the Authority?s ability to meet the needs of its more
than quarter million customers in the City of Pittsburgh and surrounding areas. The Services required will
include, but are not limited to, the following.

2.1.1. Develop short- and long?term strategies to preserve and protect Pittsburgh?s
source of high quality drinking water, meeting on?going needs and developing challenges for
PWSA and other water purveyors in the region. Strategies could include a mix of new
technologies and equipment as well as partnerships and community organizing

2.1.2. Develop short- and long-term strategies for ?nancial sustainability by

.1 evaluating the revenue production of PWSA and identify any
existing or potential challenges to existing revenue streams. The successful ?rm
will also evaluate the existing rate structure in light of the on-going engineering
study regarding the creation of a storm water utility and develop
recommendations for the possible alterations of the Authority?s future rate
structure

.2 evaluating the expenditure structure of the Authority and identify
existing or potential challenges, and/or opportunities for cost containment

.3 evaluating the existing debt structure, and working with 
?nancial team, craft recommendations for future capital investment and, where
appropriate, the restructuring of debt

2.1.3. Develop short- and long-term strategies

.1 that will assure on-going compliance with its Consent
Order and Agreement regarding combined sewer over?ows

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.2 that will enable PWSA to implement the recommendations as
offered by the Stormwater Management Study

2.1.4. Develop short- and long-term strategies to ensure that PWSA provides the
highest quality customer service. Customer service quality control should focus not only on the
relationship between PWSA and its end users but also those seeking to improve and develop
structures in the City of Pittsburgh and surrounding areas.

2.1.5. Develop short- and long?term strategies for establishing an organizational
structure that positions PWSA to be the City and the region?s leader in water treatment and
distribution as well as waste water conveyance and storm water management.

2.1.6. Evaluate and make recommendations regarding the engineering and construction
management functions at PWSA, speci?cally the accepted best practices with regard to the
relationship of the Authority to its consulting engineering ?rm.

2.1.7. Develop possible scenarios for the full utilization of the capacity of 
water treatment plant.

The Authority also reserves the right to require Contractor key staff to be located at the Authority of?ces
during the term of the Management Agreement.

2.2 OVERVIEW OF SOLICITATION PROCESS

THE AUTHORITY RESERVES THE RIGHT TO TERMINATE OR MODIFY
THE SOLICITATION PROCESS AT ANY TIME, WITH OR WITHOUT
NOTICE, INCLUDING ANY DATE OR TIME PERIOD STATED HEREIN.

The Authority wishes to receive Quali?cation Statements as described in Section 6 of this
no later than March 23, 2012, by 4:00 P.M. Pittsburgh time. Quali?ed proponents will be
identi?ed on or before April 6, 2012 and will be invited to meet with representatives of the Authority on
April 12, 2012 to obtain further clari?cation as to the goals and objectives of the Authority. Technical
Proposals and Cost Proposals (together, the "Proposals") are due on May 4, 2012 by 4:00 PM. Pittsburgh
time. Following the Authority?s preliminary review of Technical Proposals and Cost Proposals, it may
invite some proponents to interview at the Authority?s of?ces at 1200 Penn Avenue, Pittsburgh,
15222. The successful proponent will be announced on or before May 18, 2012, subject to
review and approval of the Proposal of such successful proponent by the Authority Board. If so
approved, the proposed Interim Executive Management Agreement will be provided on or before May 21,
2012. Upon completion of negotiations concerning the proposed Interim Executive Management
Agreement, the Interim Executive Management Agreement shall be executed and delivered by the
Authority to the Contractor in time for the commencement of services on July 1, 2012, or such other date
as the Contractor and the Authority shall mutually agree.

Only proponents deemed to be quali?ed by the Authority, in its sole discretion, after review of
the Quali?cation Statements, will be eligible to continue in the solicitation process and submit Proposals.
PROPONENTS WHO BEGIN WORK ON PREPARING THEIR PROPOSALS BEFORE THE
ANNOUNCEMENT OF THEIR QUALIFICATION, DO SO AT THEIR OWN COST AND AT
THE RISK OF NOT BEING QUALIFIED. COSTS FOR DEVELOPING ANY
QUALIFICATION STATEMENT OR PROPOSAL WILL BE THE SOLE RESPONSIBILITY OF
THE PROPONENT, WHETHER OR NOT ANY AWARD RESULTS FROM THIS

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SOLICITATION. THE AUTHORITY WILL NOT BE RESPONSIBLE UNDER ANY
CIRCUMSTANCES FOR ANY COSTS OR EXPENSES INCURRED BY PROPONENTS.

3.0 CONTRACTUAL RELATIONSHIP WITH THE AUTHORITY

The proposed form of the Interim Executive Management Agreement is attached hereto as
Exhibit A. The term of the Interim Executive Management Agreement will be one (1) year, with the
possibility of one extension not to exceed six months. The Authority will require a termination for
convenience provision, which it may exercise at any time after September 1, 2012.

The Authority has used tax-exempt debt as ?nancing for improvements to the Water and Sewer
System and must maintain its eligibility for future use of tax-exempt ?nancing with respect to the Water
and Sewer System and otherwise. Therefore, the Interim Executive Management Agreement must
conform in all respects to all laws, rules and regulations applicable to the maintenance of such eligibility,
including, without limitation, Internal Revenue Service Revenue Procedure 97-13, and the Contractor
shall also be required to comply with all outstanding bond document covenants that are relevant to the
Services.

4.0 SCOPE OF SERVICES AND PERFORMANCE STANDARDS

A description of the responsibilities, duties, and obligations of the Contractor that will comprise
the Services under the Interim Executive Management Agreement is contained in a Scope of Services
attached hereto as Exhibit and incorporated herein. Exhibit is not intended to constitute a complete
description or statement of all such matters, which will be governed and controlled by the negotiated
Management Agreement.

5.0 PROCUREMENT PROCESS

5.1 SCHEDULE

It is anticipated that the solicitation and proposal process shall be conducted in accordance with
the following schedule; provided, however, the Authority reserves the right to modify this schedule in its
sole discretion:

Issuance of .. March 1, 2012
Quali?cation Statements Due .. March 23, 2012
Quali?ed Proponents Identi?ed ..April 6, 2012
Pre-Proposal Conference .. April 12, 2012
Technical and Cost Proposals Due .. May 4, 2012
Top Ranked Proponent Selected ..May 18, 2012

Negotiation of Management Agreement  May 21-June 8, 2012

Target Commencement Date .. July 1, 2012

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5.1.1 Quali?cation Statements Due

A fully responsive Quali?cation Statement must be submitted, by March 23, 2012, at
4:00 P.M., Pittsburgh time, to the Authority?s Procurement Of?ce, 1200 Penn Avenue,
Pittsburgh, 15222, Attention: PWSA Solicitor, in accordance with the terms and
requirements of Sections 5 and 6 hereof. Failure to submit such a fully complying and timely
quali?cation statement may render a proponent non-responsive and disquali?ed from the process.
The Authority reserves the right to modify such criteria and to waive minor inconsistencies or
omissions.

5.1.2 Quali?ed Proponents Noti?ed

Proponents found quali?ed by the Authority in accordance with the criteria, terms, and
procedures set forth herein, in its sole discretion, will be so noti?ed in writing by April 6, 2012.
Proponents who are not quali?ed by the Authority will be so informed in writing. Quali?ed
proponents only will be invited to submit Proposals. Included in the written noti?cation to the
quali?ed proponents will be instructions for arranging participation in the mandatory meeting
with Authority representatives on April 12, 2012. Only quali?ed proponents will be eligible to
participate in these meetings.

5.1.3 Technical and Cost Proposals Due

Quali?ed proponents must submit a Technical and Cost Proposal by May 4, 2012, by
4:00 PM. Pittsburgh time, to the Authority?s ?5 Procurement Of?ce, 1200 Penn Avenue,
Pittsburgh, 15222, Attention: PWSA Solicitor, in accordance with the requirements
of Sections 7 and 8 hereof. Failure to submit such a fully complying and timely quali?cation
statement may render a proponent non?responsive and disquali?ed from the process. The
Authority reserves the right to waive or modify such criteria.

5.1.4 Possible Proponent Interviews

The Authority may invite two or more of the quali?ed proponents to its of?ces at 1200
Penn Avenue, Pittsburgh, 15222, for individual meetings to discuss their Technical
Proposals and Cost Proposals. The Authority has sole discretion whether or not to conduct such
interviews with any proponents. The cost and expenses of these interviews will be the sole
responsibility of the proponent.
5.1.5 Top Ranked Proponent Selected

On or before May 18, 2012, the Award shall be made to the most responsible and
responsive proponent whose proposal is determined to be the most advantageous to the Authority,
taking into consideration the evaluation factors set forth in this 

5.1.6 Finalization, Execution and Delivery of Management Agreement

On or before June 8, 2012, the Interim Executive Management Agreement will be
completed, executed and delivered by the Authority and the top ranked proponent.

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5.2 CONTACT PERSON INQUIRIES

All suggestions and questions regarding the speci?cations and requirements of this
should be made in writing to the Authority's Solicitor: Mark F. Nowak, Esq., Thorp Reed
LLP, One Oxford Centre, 301 Grant Street 14th Floor, Pittsburgh, 15219
or mnowak@thorpreed.com.

5.3 ACCESS TO INFORMATION AND FACILITIES

Information included with this is provided solely for the convenience of the
proponents, and the Authority bears no responsibility for the completeness or accuracy of any
information made available. NO REPRESENTATION OR WARRANTY OF ANY KIND IS MADE
BY THE AUTHORITY AS TO THE ACCURACY OR COMPLETENESS OF THE
INFORMATION SET FORTH HEREIN OR AS PROVIDED DURING THE PROCUREMENT
PROCESS SET FORTH HEREIN, EXCEPT AS MAY BE SPECIFIED IN THE MANAGEMENT
AGREEMENT.

5.3.1 Con?dentiality Agreements

.1 Those proponents deemed quali?ed by the Authority will be asked to
execute a Con?dentiality Agreement in which the proponent agrees not to communicate
or divulge or to use for the bene?t of the proponent or any other person or entity other
than the Authority and to maintain the con?dentiality of the Authority?s and its
employees? and agents? technical information, including inventions, processes, patents
and applications for patents, software, and related trade secrets; and (ii) business
information, including information in respect to rates and other pricing, margins, and
costs. Proponents who do not execute a con?dentiality agreement will not be provided
with access to Authority information or facilities.

.2 The Authority will not consider Proposals from proponents who have not
submitted a fully executed con?dentiality agreement. The Authority will not consider
Proposals from competitors of the Authority.

5.3.2 Site Inspections?Quali?ed Proponents

To assist quali?ed proponents in preparing submittals, the Authority will allow site
inspections at the proponent's option to the extent that mutually convenient dates can be arranged.
Quali?ed proponents may schedule site inspections by contacting the Procurement Department,
Louis Esola, during normal business hours at least two (2) business days in advance.

5.3.3 Prohibited Contacts

All proponents, including any persons af?liated with or in any way related to a
proponent, are strictly prohibited from contacting Authority employees, Authority consultants,
attorneys for the Authority and Authority Board members on any matter having to do in any
respect with this other than as contemplated herein. Failure by any proponent to adhere
to this prohibition may, at the sole discretion of the Authority, result in disquali?cation and
rejection of any proposal.

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5.4

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GENERAL TERMS AND CONDITIONS

5.4.1 Period of Validity/Binding Offers

All Proposals shall remain valid for a minimum period of sixty (60) days after their
submittal due date. No proposal may be modi?ed or withdrawn by any proponent during this
period of time without the prior written consent of the Authority.

5.4.2 Interpretations and Addenda

NO INTERPRETATION, EXPLANATION, OR CLARIFICATION OF THE
P, INCLUDING, WITHOUT LIMITATION, THE APPENDICES AND
EXHIBITS HERETO, OR THE INTERIM EXECUTIVE MANAGEMENT
AGREEMENT OR ANY VERSION THEREOF TO BE DELIVERED PURSUANT
HERETO, BY ANY OFFICIAL, CONSULTANT, ATTORNEY OR OTHER
REPRESENTATIVE OF THE AUTHORITY WILL BE CONSIDERED
AUTHORITATIVE OR BINDING ON THE AUTHORITY UNLESS CONTAINED IN A
WRITTEN ADDENDUM TO THIS P.

5.4.3 Information Provided By the Authority

PROPONENTS ARE SOLELY RESPONSIBLE FOR CONDUCTING THEIR
OWN INDEPENDENT RESEARCH, DUE DILIGENCE, INVESTIGATIONS AND
OTHER WORK NECESSARY FOR THE PREPARATION OF QUALIFICATION
STATEMENTS, PROPOSALS, DISCUSSION AND REVIEW OF AGREEMENTS, AND
THE SUBSEQUENT DELIVERY OF SERVICES PURSUANT TO ANY AGREEMENT,
EXCEPT AS MAY BE SPECIFIED IN THE MANAGEMENT AGREEMENT. THE
AUTHORITY TAKES NO RESPONSIBILITY FOR THE COMPLETENESS OR
ACCURACY OF ANY INFORMATION PRESENTED IN THIS OR
OTHERWISE DISTRIBUTED OR MADE AVAILABLE, ORALLY OR IN WRITING,
DURING THIS PROCUREMENT PROCESS OR DURING THE TERM OF ANY
SUBSEQUENT AGREEMENT.

5.4.4 Laws and Regulations

The Authority requires that all responses to this together with all actions and
operations thereunder, comply with all applicable Authority, local, state and federal laws,
ordinances, and regulations and bond covenants. Notwithstanding any other term or provision of
this or the Management Agreement, all terms and provisions of this and the
Interim Executive Management Agreement are intended to be and shall be construed and
interpreted so as to comply with all applicable Authority, local, state and federal laws, rules,
regulations and ordinances and bond covenants. If any provision of this shall
transcend the limit of validity prescribed by law, then ipsofacto, such provision shall be reduced
to the limit of such validity, and if any clause or provision of this operates or would
prospectively operate to invalidate this in whole or in part, then such clause or
provision only shall be void, as though not herein contained, and the remainder of this 
shall remain operative and in full force and effect.

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5.5

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5.4.5 Costs and Expenses of Proponents

The Authority accepts no liability under any circumstances for any costs or expenses
incurred by proponents in acquiring, clarifying, or responding to any condition, request, or
standard contained in this including, without limitation, mandatory meetings, and each
proponent hereby waives and shall indemnify and hold harmless the Authority from and against
any claims (including any costs and attorney's fees) for such reimbursement, directly or
indirectly, made by or on behalf of such proponent

5.4.6 No Collusion

Each proponent must certify that such proponent has not colluded or engaged in other
anti-competitive practices in connection with this procurement.

RIGHTS OF THE AUTHORITY

5.5.1 Authority's Right To Cancel Solicitation and To Reject Any and All

Quali?cation Statements and Proposals

The Authority reserves the right to cancel this solicitation and to reject, in whole or in
part, any and all Quali?cation Statements or Proposals and is not bound to accept any
Quali?cation Statements or Proposals if any Quali?cation Statements or Proposals are deemed to
be contrary to the best interest of the Authority. The Authority reserves the right to take any
action with regard to this and the facilities and services, which are the subject of this
that it considers to be in its best interests.

5.5.2 Outstanding Claims and Disputes

The Authority reserves the right to reject Quali?cations of or Proposals from any
proponent if such proponent or any ?rm comprising such proponent or any of its af?liates, or
any of its or their respective of?cers, parents or subsidiaries, is the subject of, or is or has
been in the last two (2) years a party to, any outstanding claim or a ?nancial diSpute relating
to contract performance with the Authority.

5.5.3 Modi?cations to 

The Authority reserves the right, in its sole discretion, and at any time, to supplement or
otherwise modify this and to issue additional or RF P?s.
5.5.4 Acceptance and Rejection of Proposals

The Authority reserves the right to reject any and all Proposals and portions thereof or to
accept any Proposal and waive any technicality or defect therein. The Authority reserves, at its
sole discretion, the right to determine which proponents are quali?ed to submit Proposals. The
Authority reserves the right to accept proposals other than the lowest cost proposal.

5.5.5 Conduct Investigations Request Supplementary Information

The Authority reserves the right to conduct investigations with respect to the
quali?cations, experience, and representations of the proponents and to require proponents to

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supplement, clarify, or provide additional information in order for the Authority to evaluate
the Quali?cation Statements and Proposals submitted, and each proponent through its
request for and receipt of this consents to such investigations.

5.5.6 Time Extensions

In order to allow for the completion of the Interim Executive Management Agreement,
the Authority reserves the right to seek an additional sixty (60) days of Proposal validity, in
addition to this initial sixty (60) days of required validity, from any proponent, without cost to the
Authority. If the Authority has not made the noti?cation of selection of a proponent or request for
time extension within sixty (60) days of the proponents? submission of technical and cost
proposals, proponents may, at their discretion, withdraw their Pr0posals or provide the Authority
with written extensions of time.

5.5.7 Ownership and Disclosure

All submittals in response to this will become the property of the Authority.
The Authority intends to maintain con?dentiality of all submissions except to the extent that
disclosure is required in accordance with applicable law. Regardless of the outcome of this
procurement process, the Authority reserves, in accordance with all applicable laws and
regulations, the right to use the responses to this and related documents and processes
for its own purposes, including all data, information, and concepts contained therein, in any
manner it elects to do so.

6.0 STATEMENT OF QUALIFICATIONS

The ?rst submittal of each proponent is a Quali?cation Statement, describing the overall team
capabilities to provide the Services. The purpose of this submittal is to allow the Authority to select a
pool of proponents that it believes, in its sole discretion, to be capable of adequately and dependably
performing the Services contemplated by this and thereby serving the customers of the System
over the long term.

6.1 SUBMISSION OF QUALIFICATIONS

Responses to this Request for Quali?cations should be received by March 23, 2012 at 4:00 PM.
Pittsburgh time at the Authority?s Procurement Of?ce, addressed to the attention of the Authority?s
Solicitor, 1200 Penn Avenue, Pittsburgh, PA 15222, by certi?ed mail, courier or hand delivery. Any
Quali?cation Statement received after the time will not be considered. Quali?cation Statements should
be responsive to all aspects of this Request for Quali?cations and should adhere to the format and
contents speci?ed in this Section 6, including all forms and documents requested. Failure to include each
and every required submittal may render a Quali?cation Statement non-responsive and result in rejection
of the Quali?cation Statement.

Each Quali?cation Statement must be submitted in one original and ten copies. The one original
version of the Quali?cation Statement should be clearly marked as such.

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6.2 GENERAL FORMAT FOR QUALIFICATION STATEMENT

Submittals should be concise, clear, readable and complete. All Quali?cation Statements should
be bound in a single volume using 3-ring, wire, or comb binding or any other method that lies ?at when
opened. Each of the required sections should be clearly and easily separated and marked in the volume.

6.3 ORGANIZATION OF QUALIFICATION STATEMENT

The Authority requests that each Quali?cation Statement submitted conform to the
format outlined below, including the page limitations listed for each section. One printed side of one
piece of paper is considered as one page. All full-page illustrations, ?gures and tables are to be included
in the page count (even if they are not paginated). Each section should be separately paginated and no
unused pages in one section can be used in another.

Contents Maximum Pages
Cover Letter ,Title Page, Table of Contents 3
Executive Summary 1
I. Quali?cation Statement Contact Directory (Form 3) 3
II. Proponent Team Information/Legal Structure as needed*
Proponent Team Relevant Experience 5
IV. Financial Capability 15
V. Representations and Certi?cations 10
Appendix A?Financial Documents as needed
Appendix B?Other Documents as needed
Appendix C??Certi?cation Form as needed

?As needed? does not mean unlimited.
6.4 CONTENTS OF QUALIFICATION STATEMENT

Unless otherwise noted, the Quali?cation Statement should include the required information for
the proponent organization and each of the key employees.

6.4.1 Cover Letter

The cover letter should be prepared on the letterhead of the proponent organization and
signed by a representative who is empowered to enter into contracts with the Authority on the
proponent's behalf. The cover letter is intended to introduce the proponent. It should contain at
least the following information:

.I Designation and legal name of the business/venture that will contract
with the Authority
.2 Identi?cation of the key employees who comprise the proponent's team,

and a discussion of the proposed role of each employee

.3 An unquali?ed statement con?rming that the proponent meets the
?nancial criteria described in Section 5.4.8

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6.4.2 Title Page

The title page should contain the name of this and of the Quali?cation
Statement, which is "Interim Executive Management Services for The Pittsburgh Water and
Sewer Authority" and identify the proponent organization by company name, contact name,
address, phone number, and facsimile number. This contact shall be considered by the Authority
as the proponent's main contact point for all communication regarding this procurement.

6.4.3 Table of Contents

Quali?cation Statements should contain a detailed table of contents listing major sections
and subsections that correspond to the requirements of the Quali?cation Statement. The table of
contents should also list all tables, appendices, ?gures, etc. contained in the Quali?cation
Statement.

6.4.4 Executive Summary

The purpose of the Executive Summary is to provide an overview of the proponent's
quali?cations to contract and ful?ll the Authority?s objectives and the provision of the
Services. At a minimum, the Executive Summary should contain the following information:

.1 Name and headquarters location of the proponent organization
and, if applicable, the guarantor

.2 Description of the proponent organization and, if applicable, the
guarantor and its/their legal structures (corporation, joint venture, etc.).

.3 Examples of major current and past water and wastewater system
facilities under proponent ?rm's management.

.4 The general and speci?c capabilities and experience of the proponent
firm that the proponent believes will bene?t the Authority.

6.4.5 Quali?cation Statement Contact Directory

The purpose of the Quali?cation Statement Contact Directory is to provide the Authority
with a centralized easily identi?ed source of important contacts and other information regarding
the proponent. The directory should include the names, positions/titles, ?rms, mailing addresses,
phone and fax numbers, and (when possible) e-mail addresses for each of the following as it
pertains to the proponent?s team:

.1 At least two individuals, one primary and the others secondary,
authorized to represent the ?rm for purposes of this 

.2 At least one reference from an individual project manager or individual
of higher status on each of the completed or ongoing engagements performed by the ?rm

and listed below in section 6.4.7, "Proponent Team Relevant Experience."

.3 At least two references of bank or institutional lenders each of which
currently or within the past two years has extended credit to the proponent.

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.4 At least two references of major, independent suppliers of the ?rm.

.5 Each director and of?cer of the ?rm and each individual indicated
on the ownership chart.

6.4.6 Proponent Team Information/Legal Structure

This section should include the following information:

.1 A short business history of the proponent and, if applicable, the
guarantor, and, for each ?rm, the location of the of?ce from which the work related to
this RFP would be supported.

.2 Detailed information on the organizational structure of the proponent,
including parent companies or guarantor, af?liates, and subsidiaries, which proponent
anticipates that could be called upon to supply services, ?nancial guarantees, or other
resources in connection with this 

.3 An ownership chart for the proponent and, if applicable, the guarantor,
showing the names of the individuals or entities with direct and indirect ownership
interests in the ?rm or, in the case of a public company, those individuals or entities who
bene?cially own or control, directly or indirectly, at least ?ve (5) percent of the shares of
voting stock.

4. Detailed information on the participation of minorities, women, and
veterans in the ownership, management, or leadership of the proponent.

Contracts and other technical or legal documents pertaining to this section of
the Quali?cation Statement may be included.

6.4.7 Proponent Team Relevant Experience

This section should address the previous and ongoing experiences of the proponent with
contracts similar to that being sought by the Authority. In responding to this section of the RFP,
proponents should be clear in distinguishing between proponent and any af?liates that may
actually have been responsible for the work.

Where it is the experience of an af?liate that is listed as a relevant quali?cation for the
proponent, this fact should be explicitly noted and the relationship linking the proponent and the
experience should be described. For the experience to be relevant for this assignment, the
proponent must state exactly how it will incorporate the bene?ts and resources of that other
experience into this procurement.

Proponents should provide a description of their relevant capabilities as they relate to the
Services. This may include broad capabilities, experience, and statistical overviews as well as
more detailed descriptions of speci?c methodologies, innovative practices, cost-savings measures
and the like.

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6.4.8 Financial Capability

The Authority must be able to evaluate, verify and understand the proponent?s or guarantor?s
?nancial capability and expertise to undertake and perform the Services. Based upon audited
?nancial statements of a proponent team member for the last three (3) years, the Authority will
evaluate the ?nancial capability of the proponent and determine, in the Authority's own judgment
and discretion, whether such ?nancial capability is suf?cient to assume the obligations and
requirements of the ?nal Agreement.

6.4.9 Discrimination.

Proponents must certify that their employees and applicants for employment are not
discriminated against because of their race, color, religion, sex, sexual orientation or national
origin.

6.4.11 Standard Form (SF) 330.

Proponents must submit Standard Form (SF) 330 Architect-Engineer and Related
Services Questionnaire in its entirety, not more than one year old as of the date submitted.

6.5 EVALUATION OF QUALIFICATION STATEMENT

The Quali?cation Statement will be evaluated on a "pass/fail" basis. Proponents who are deemed
quali?ed by the Authority to operate the Water and Sewer System and undertake the Services, and those
proponents only, will be invited to submit Proposals without distinction among them. However,
investigation of proponent references and other content of the Quali?cation Statement may continue after
proponent has been invited to submit a Proposal, and ?ndings that are inconsistent with or absent from
the representations made in the Quali?cation Statement may be grounds for disquali?cation from this
process, at the sole discretion of the Authority. Similarly, adverse material changes in proponent?s
?nancial or other status from those at the time of Quali?cation Statement submission may be grounds for
disquali?cation, at the sole discretion of the Authority.

After the Quali?cation Statements have been opened, the Authority will evaluate the proponents'
responses, including proponents' references, ?nancial statements, experience and other data relating to
proponents? quali?cations. Proponents may be required to submit additional or supplemental information
to the Authority, if requested by the Authority, to determine whether the proponent meets all of the pre?
quali?cation standards outlined.

The Authority will determine which proponents are responsive to the material terms and
conditions of this Request for Quali?cations. The Authority will then determine who is technically,
?nancially, and otherwise capable to perform the Services satisfactorily, and who has the capacity to meet
all other requirements of the proposed undertaking. Any response may be rejected if it is determined by
the Authority to be non-responsive; provided, however, that the Authority reserves the right to waive any
irregularities or technicalities which it determines, in its sole discretion, to be minor in nature and when
waiver is in the best interest of the Authority, in its sole discretion. Furthermore, any response may be
rejected if it is determined by the Authority, in its sole discretion, that the proponent is not capable of
performing the proposed Services satisfactorily or due to the failure of the proponent to provide
information requested relating to such determination.

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Page 14 of 20

The following factors will be considered by the Authority in evaluating proponent quali?cations:

0 National and/or international reputation of proponent for expertise in providing services
to government owned and operated water and sewer authorities.

0 Specialized experience and technical competence of the proponent in all disciplines of
engineering associated with design, construction, and maintenance of water utility
infrastructure and components, as well as experience and ability of the ?rm in providing
the services mentioned above.

0 Demonstrated past experience in the areas contemplated by this 

- The speci?c experience of individuals who represent the proponent?particularly the
primary person(s) who will be responsible for managing the relationship with the
Authority and other key personnel assigned to the Project.

0 The proponent?s commitment to diversity.

The Authority reserves the right to reject any proponent whom the Authority deems in its
sole discretion to not satisfy the needs of the Authority.

7.0 TECHNICAL PROPOSAL

The second submittal of each quali?ed proponent is a Technical Proposal (the "Technical
Proposal") describing in detail the overall plan of the proponent for providing the Services. Only
Technical Proposals from proponents that have submitted Quali?cation Statements and that have been
approved as quali?ed will be considered. Proponents commence work on their Technical Proposals before
approval of their Quali?cation Statement at their own risk. The Authority will not be responsible for any
costs incurred in the preparation of Technical Proposals under any circumstances.

7.1 SUBMISSION OF TECHNICAL PROPOSAL

Responses to the Technical Proposal component of this Request for Proposal must be received by
the Authority no later than 4:00 P.M., Pittsburgh time, on May 4, 2012. Any Technical Proposal received
after the time stipulated will not be considered. Technical Proposals should be responsive to all aspects of
this Request for Proposal and should adhere strictly to the format and contents speci?ed in this Section 7,
including all forms and documents requested. Failure to include each and every submittal may result in
rejection of a proponent?s Technical Proposal.

Each Technical Proposal must be submitted in one original and ten copies. The one original
version of the Technical Proposal should be clearly marked as such. Submit all responses to the
Authority?s Procurement Department, to the attention of the Authority Solicitor, either by mail or courier
at the Authority?s Procurement Of?ce, addressed to the attention of the Authority?s Solicitor, 1200 Penn
Avenue, Pittsburgh, PA 15222.

7.2 GENERAL FORMAT FOR TECHNICAL PROPOSAL

Submittals must be concise, clear, readable and complete. All Technical Proposals must be bound
in a single volume using 3-ring, wire or comb binding, or any other method that lies ?at when opened.
Each of the required sections (see Section 7.3 below) must be clearly and easily separated and marked in
the volume.

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7.3

ORGANIZATION OF TECHNICAL PROPOSAL

The Authority requires that each Technical Proposal submitted conform to the format outlined

below, including the page limitations listed for each section. One printed side of one piece of paper is
considered as one page. All full-page illustrations, ?gures and tables are to be included in the page count
(even if they are not paginated). Each section should be separately paginated and no unused pages in one
section can be used in another. The Authority, in its sole discretion, may reject any Technical Proposal
that does not conform to the outline or page limits listed herein.

Contents Maximum Pages
Cover Letter 2
Title Page 1
Table of Contents as needed*
Executive Summary 10
Management and Services Technical Approach 25

1. Management Team
a. Organization and Staf?ng
b. Key Employees
c. Resumes
11. Employee Relations and Transition Plan

?As needed" does not mean unlimited; pages should be included only as they directly support other

text.

7.4

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CONTENTS OF TECHNICAL PROPOSAL

7.4.1 Cover Letter

The cover letter should be prepared on the letterhead of the proponent and signed by
a representative who is empowered to enter into contracts with the Authority on the
proponent's behalf. The cover letter is intended to introduce the proponent. It should contain,
at a minimum, the following information:

.1 Designation and full legal name of the proponent and, if applicable, the
guarantor that will contract with the Authority.

.2 Identification of the key employees who comprise the proponent's team
and a discussion of the proposed role of each employee.

.3 A clear statement indicating that the attached proposal constitutes a
binding offer by the proponent to the Authority for a minimum period of sixty (60) days
from the submittal of the Technical Proposal to provide the Services.

7.4.2 Title Page

The title page should contain the name of this RFP, which is "Interim Executive
Management Services for the Pittsburgh Water and Sewer Authority," state that it is a Technical
Proposal, and identify the proponent by company name, principal contact name, address, and
phone number. This contact shall be considered by the Authority as the proponent?s main contact
point for all communication regarding this procurement.

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7.4.3 Table of Contents

Technical Proposals should contain a detailed table of contents listing major sections and
subsections that correspond to the requirements listed in the RFP. The table of contents should
also list all tables, appendices, ?gures, etc. contained in the Technical Proposal.

7.4.4 Executive Summary

The purpose of the Executive Summary is to provide a brief review of the proponent's
quali?cations and a non-technical overview of the proponent's plans to ful?ll the requirements of
the Management Agreement. At a minimum, the Executive Summary should contain the
following information:

.1 Name and headquarters location of the lead proponent team member.

.2 Brief description of the proponent team and legal structure as
detailed in the Quali?cation Statement.

.3 Brief review of proponent and key employee quali?cations as detailed in
the Quali?cation Statement.

.4 The capabilities and experience of proponent ?rm and the key employees
that distinguish the Technical Proposal and would provide unique bene?ts to the
Authority.

7.4.5 Interim Executive Management and Consulting Services Technical Approach

This section of the Technical Proposal should describe in detail the speci?c measures to
be taken by the proponent to ensure that the Authority?s objectives will be successfully achieved
and the Services will be successfully undertaken. The Technical Approach section of the proposal
should, at a minimum, include the following elements as detailed below.

.1 Operations and Management Plan. The proponent should describe how it
intends to provide the Services. The purpose of this section is to describe the proponent's
approach to achieving the Authority's objectives, how successful experiences at other
locations could be applied to this project, etc. The intent is for the Authority to gain
additional understanding of the proponent's business considerations, philosophy, overall
strategy, and experience as it relates to this project, and the proponent's compatibility
with Authority goals in delivery of the Services.

.2 Staf?ng Plan. Each proponent shall identify its proposed staf?ng for the
anticipated scope of services. At a minimum, the proposal must:

0 Provide a preliminary staf?ng chart illustrating proposed staf?ng using
job classi?cations and numbers of positions on a short-term and a long-term

basis.

0 List job descriptions for key positions, including minimum
quali?cations, skills, required and other relevant job?related information.

Page 17 of 20

8.0

.3 Interaction with the Authority. The proponent should describe how it
intends to maintain appropriate reporting relationships, an ongoing dialogue with the
Authority. The proposal should include, at a minimum, appropriate plans for: (1) periodic
communications and meetings with the Authority; and (2) progress reporting to
the Authority's Representative(s).

COST PROPOSAL

The ?nal submittal of each proponent is a Cost Proposal. The Cost Proposal is due

simultaneously with, but separate from, the Technical Proposal, and is subject to the same requirements
for submission and general format as those laid out in Sections 7.1 and 7.2 of this However,
the reference line in the address on the submitted document (see Section 8. 1.) should read "Re: Interim
Executive Management Services for The Pittsburgh Water and Sewer Authority# Request for Cost
Pr0posal" so that it is easily distinguished from the Technical Proposal.

8.1

8.2

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ORGANIZATION OF COST PROPOSAL

The Authority requires that each Cost Proposal submitted conform to the format outlined below.

Content Maximum Pages
Cover letter 2
Title page 1
I . Discussion of Cost Proposal 5
Alternatives as needed*
Form?Proponent?s Af?davit of Non-Collusion No Conflict as needed

of Interest

?As needed? does not mean unlimited; pages should be included only as they directly support
other text.

CONTENTS OF COST PROPOSAL
8.2.1 Cover Letter

The cover letter shall legally bind, and must state that it is intended to legally bind,
the proponent to a firm price offer to the Authority that should contain the following
information:

.1 A clear statement that the Cost Proposal constitutes a binding offer
by the proponent to the Authority, for a minimum period of sixty (60) days from the
submittal of the Proposal.

.2 A clear statement that the Cost Proposal references the Technical
Proposal submitted with it concurrently and accounts for all offers of services contained
in that Technical Proposal.

8.2.2 Title Page

The title page should contain the name of this RFP, which is "Interim Executive
Management Services for the Pittsburgh Water and Sewer Authority," and state that it is a Cost
Proposal.

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8.2.3 Cost Proposal

The cost proposal should build up to a total service fee by providing cost
estimates for the provision of the Services, plus an allowance for overhead and pro?t. This
service fee will be a binding offer for all services provided from the time of the
commencement of the Interim Executive Management Agreement through its expiration or other
termination.

.1 Personnel?Includes, but is not limited to, salaries, wages, overtime, pay
differential, holiday/vacation pay, education assistance, hospital, medical and dental
plans, life insurance, retirement contributions, sick leave, travel, training and other costs
directly attributable to employees that the proponent would have to perform the services
described in this RFP

.2 Other?Includes all expenses not identi?ed in any other category, with
the exception of proponent's overhead and pro?t. Provide details of each such cost item.

.3 Overhead and Pro?t?Includes the proponent's overhead, plus an
allowance for pro?t on services provided

The Authority may request additional pricing data if necessary to better
compare proposals.

8.2.4 Discussion of Cost Proposal

In this section, proponents may offer any information deemed pertinent to evaluation of
the service fee cost proposals described in section 8.2.3. Such information may include
assumptions, sources and methodologies, as well as the rationale for the proponent's choices. In
addition, in this section proponents may offer one or more alternative pricing structures and
formulas. This opportunity shall not be construed as a means to avoid making a proposal in
accordance with the methodology described above in Section 8.2.3, but as an opportunity to make
additional proposals that the proponent believes the Authority may ?nd desirable. While
creativity in meeting the objectives of the Authority will be considered, alternatives should be
clearly and thoroughly explained, and total annual costs should be readily comparable with the
total annual costs produced by the mandatory methodology described in section 8.2.3. The
Authority reserves the right to accept, in its sole discretion, an alternative Cost Proposal and to
reject, in its sole discretion, all alternatives. All alternatives put forward in the Cost Pr0posal shall
constitute binding offers to the Authority by the proponent for a period of sixty (60) days from
the submittal of the Cost Proposal.

8.2.5 Af?davit of Quali?cation and Non-Collusion/No Con?ict of Interest

Af?davit forms, certifying that such team member is quali?ed to enter into the Interim
Executive Management Agreement and has no con?ict of interest nor have they colluded with
other potential proponents with respect to the Cost Proposal submitted or to the Technical
Proposal to which the Cost Proposal refers, must be ?lled out, sworn to by a Notary Public and
returned with the Technical Proposal. Such forms will be provided to the Proponent at the Pre-
Proposal Conferences. Failure to submit such Af?davit may render a proponent non-responsive
and disquali?ed from the process. The Authority reserves the right to waive or modify such
criteria.

Page 19 of 20

9.0 REVIEW AND EVALUATION OF PROPOSALS

After the Authority has evaluated Quali?cation Statements and selected the quali?ed proponents,
those proponents will be permitted to submit their Technical and Cost Proposals. After the submittal of
the Technical and Cost Proposals, it is anticipated that the Authority will select the one that presents it
with the most advantageous offer in the sole discretion of the Authority. The Authority will not be
constrained to select the lowest priced proposal or any proposal.

9.1 EVALUATION CRITERIA AND WEIGHTING
The proposals shall be evaluated based upon the following factors and weights:

9.1.1 Understanding of the Authority?s objectives and soundness of the approach to
those objectives.

9.1.2 Specialized experience of the proponent, particularly its demonstrated
experience to with projects of similar scale and complexity. Experience of consultants
with similar projects.

9.1.3 Specialized experience and quali?cations of local project team members.
Experience of local project manager or other staff.

9.1.4 Creativity and problem-solving skills demonstrated by proposal or experience.
9.1.5 Total project cost, rate schedule cost allocation.
10. 0 POSSIBLE PROPONENT INTERVIEWS

The Authority may, in its sole discretion, invite two or more quali?ed proponents to its of?ces at
1200 Penn Avenue, Pittsburgh, 15222, for individual meetings to discuss their Technical
Proposals and Cost Proposals. If such meetings occur, they will take place between May 9 and May 16,
2012. The costs and expenses of participating in the interviews are the proponent?s sole responsibility. A
proponent who declines to be interviewed in Pittsburgh will not be disquali?ed.

11.0 EXECUTION AND DELIVERY OF INTERIM EXECUTIVE MANAGEMENT
AGREEMENT

1 MANAGEMENT AGREEMENT

The selected proponent is expected to enter into the Interim Executive Management Agreement in
good faith and in a timely and ef?cient manner and to fulfill all of its conditions precedent to the
execution of the Management Agreement. In the event that the selected proponent fails to act in good
faith by refusing or failing to negotiate, or to so execute the Management Agreement, the selected
proponent will be considered to have abandoned all rights and interest in the contract award. The award
may then be made to another proponent, or the solicitation may be canceled and all proposals may be
rejected at the sole discretion of the Authority.

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Page 20 of 20

AGREEMENT FOR INTERIM MANAGEMENT SERVICES

THIS. GREEMENT FOR INTERIM MANAGEMENT SERVICES (?Agreement?) is
made this (Lday or 2012 by and between The Pittsburgh Water and Sewer Authority, a body
corporate and politic 1' gan ed and existing under the laws of the Commonwealth of having
its principal place of business at Penn-Liberty Plaza 1, 1200 Penn Avenue, Pittsburgh, 
15222 (the ?Authority?), and

Veolia Water North America?Northeast, LLC, a limited liability corporation organized and existing
under the laws of Delaware, having a place of business at 101 W. Washington Street, Suite 1400 East,
Indianapolis, Indiana 46204 (?Veolia?).

RECITALS:

A. The Authority requires interim management and consulting services including
executive management services, general administration and management consulting services, and
?nancial and infrastructure management consulting services.

B. Veolia is possessed of professional experience and expert skill and is quali?ed to
perform the required services; and

C. The Authority desires to engage Veolia upon the terms and conditions hereinafter
set forth, and Veolia is willing to accept the engagement upon such terms and conditions.

NOW, THEREFORE, in consideration of the mutual premises set forth below and
intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1 SCOPE OF SERVICES

1.1 Scope of Services. The Authority hereby engages Veolia as an independent
contractor to perform the services set forth in its Technical Proposal dated May 4, 2012 (the ?Technical
Proposal?), which is incorporated herein by reference, including those services outlined and described as
the Veolia Water Recommended Approach (the ?Services?). Veolia hereby agrees to perform the
Services upon the terms and conditions hereinafter set forth. Veolia shall furnish all necessary
management, supervision, and personnel as may be necessary to provide the Services. The Services shall
include collaboration with and assistance to Authority personnel, and shall include:

1.1.1 the services of a full time, on site, interim executive director, described as an
Interim Executive Manager in the Technical Proposal (?Interim Executive Director?) during the
Term and any Additional Term (de?ned below). The responsibilities and authority of the Interim
Executive Director are more particularly described on Exhibit A attached hereto and incorporated
herein; and

1.1.2 the consulting services described on Exhibit attached hereto and incorporated
herein, including the services of a full time, on site Study Manager as de?ned and described in
the Technical Proposal during the Term and any Additional Term.

1.1.3 In the event of any disparity between the Technical Proposal and the Exhibits, the
provisions of the Exhibits shall control.

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1.2 Personnel.

1.2.1 Veolia agrees that Jim Good and Doug Amos have particular quali?cations,
respectively, to perform the Services of Interim Executive Director and Study Manager (?Key
Personnel?), and that such Key Personnel shall not be removed or reassigned without the prior
written approval of the Authority.

1.2.2 At the request of the Authority, acting reasonably, personnel supplied by Veolia
deemed by the Authority to be unquali?ed or otherwise objectionable due to performance or other
reasons shall be excluded from performing the Services. Provided however, that prior to any
such request for exclusion, the Authority shall seek to address any issues that it has with Veolia
personnel pursuant to the procedures set forth in Sections 20.1 through 20.3.

1.2.3 The Interim Executive Director may assign Authority personnel as necessary and
appropriate to assist in the evaluation and implementation Services described in the Technical
Proposal and in Exhibit B. The Authority will support the involvement of its division directors
and other staff in workshops, for the supply of data, to integrate with Veolia personnel in
identifying and implementing initiatives, and to otherwise support the Services provided by
Veolia.

1.3 Steering Committee. The Services shall be performed under the general
supervision of a Steering Committee, which shall meet or otherwise confer weekly at the commencement
of the Term and thereafter, upon such frequency as the majority of those serving on the Steering
Committee may determine. The Authority designates Dan Deasy, Scott Kunka, and Patrick Dowd as its
representatives to the Steering Committee. Veolia designates Keavin Nelson and Rob Nicholas as its
representatives to the Steering Committee. Should any member of the Steering Committee be unable to
serve on the Committee for any reason, the party designating that person shall designate his replacement.
Meetings of the Steering Committee may be in-person or through electronic means such as telephone or
intemet conferencing.

1.4 Reporting. The Interim Executive Director shall maintain detailed records on
actions taken and planned on behalf of the Authority and shall submit reports to the Steering Committee
on a weekly basis, or on such other frequency as the Steering Committee shall reasonably determine.
The Interim Executive Director shall report to the Steering Committee on progress toward the Authority?s
objectives as re?ected in Exhibit or established by the Steering Committee and the Authority?s Board.
The Interim Executive Director, the Study Manager, other of Veolia?s representatives, and Authority staff
as directed or requested, shall attend such meetings of the Steering Committee or the Authority?s Board as
the Authority may reasonably request.

1.5 Con?ict of Interest. Veolia represents that it presently has no con?icting
interest, agreements, or obligations and reasonably expects none to occur. During the Tenn of this
Agreement, Consultant agrees not to engage in any activities that may reasonably be expected to con?ict
with the Services to be provided hereunder without the Authority?s prior written consent.

1.6 Limitations on Scope of Services. Notwithstanding Veolia?s agreement to
provide the services of an Interim Executive Director and other personnel as part of the Services, the
Authority will at all times be ultimately responsible for the operation and maintenance of its facilities,
including each of the following:

1.6.1 Ultimate reSponsibility for compliance with all applicable permits,
authorizations, consent decrees, regulations, and all other applicable laws at the facilities,

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including without limitation environmental, employment, health and safety, and other legal
requirements;

1.6.2 Operations, maintenance, and capital improvements related to the facilities;

1.6.3 Purchase of equipment, supplies, chemicals, utilities, and any other costs
associated with the operation, maintenance, or capital improvements of its facilities;

1.6.4 Ultimate reSponsibility for all PWSA employees and subcontractors and direct
management of union employees; and

1.6.5 Employment of all operations and maintenance staff and other employees at the
Authority?s facilities other than the Veolia employees, agents and subcontractors.

ARTICLE 2 -- TERM

This Agreement is effective as of the date ?rst above written and, unless earlier
terminated in accordance with the provisions hereof, shall have a primary term of one (1) year (the
??Term?) and may be extended, at the option and with the written consent of the Authority and Veolia, for
no more than an additional six (6) months thereafter (the ?Additional Term?).

ARTICLE 3 -- CONIPENSATION

3.1 Base Compensation. For the performance of the Services, the Authority will
pay Veolia a Base Compensation of one hundred ?fty thousand, five hundred seventy-two 
dollars per month, which shall include costs and expenses.

3.2 Performance Compensation. In addition to the Base Compensation, Veolia
may earn performance compensation, as follows:

3.2.1 Key Performance Indicators (KPIs)

3.2.1.1 Veolia and the Authority will work together to develop
and to implement a minimum of 3 KPIs (with a target above that amount, up to 10
simultaneous initiatives) acceptable to the Board. The KPIs will be developed through a series of
workshops and initial will be targeted for approval no later than September 1, 2012. Future
may be added at the Board's request, on an ongoing basis. Each KPI (or sub KPI) will be
valued at $150,000.

3.2.1.2 Each KPI will have a well-de?ned and measurable
objective against which achievement may be measured. KPIs may be multi-focused, sliding
scale, and/or subdivided into more than one initiative. For example:

- Customer Service Improvement: 1) reduction in number of
customer complaints, 2) improvement in billing accuracy, and 3) reduction in number of
rings before calls are answered

The Customer Service Improvement example provided
above is subdivided in three KPIs, with payment along a scale of success achieved (as
opposed to binary "all or nothing" measurement)

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3.2.1.3 Veolia will be compensated for achieving all or part of
the de?ned outcome for each KPI, in accordance with the speci?c guidelines denoted in the KPI
as presented to and approved by the Board.

3.2.2 Improvement Initiatives

3.2.2.1 Veolia and the Authority will work jointly to evaluate
opportunities for ef?ciencies and/or revenue enhancements, and where potential improvements
are identi?ed they will submit business case reports to the Steering Committee for approval on an
ongoing basis (the ?Recommended Initiatives?). Each business case will outline how savings are
measured for that particular Recommended Initiative g. metering of utility usage, measurement
of reduced chemical consumption, etc.).

3.2.2.2 Those Recommended Initiatives that are approved by the
Steering Committee will be presented to the Board for formal approval. Once presented, the
Board will consider each Recommended Initiative and will either approve, reject, or modify such
Recommended Initiative within 30 days. For each Recommended Initiative that is approved,
Veolia will work with the Authority to implement it.

3.2.2.3 Veolia and the Authority will share equally in the
savings achieved from Recommended Initiatives, however and whenever implemented, during
the Term of the contract and for a period of four years following the Term. Shared savings will
be determined and paid in accordance with the procedures set forth in Appendix B. After the four
year period following the Term, all savings will inure solely to the bene?t of the Authority.
During the time period in which Veolia is sharing in savings, in consideration for the
compensation received Veolia will at its own expense conduct an annual review of all
implemented Recommended Initiatives to con?rm the savings and operational status of
each.Veolia will submit a report to the Board summarizing the status of each effort along with
any recommendations that may be considered in order to ensure or enhance the sustainability of
each.

3.2.2.4 Though Veolia and the Authority may continue to
identify Recommended Initiatives throughout the Term, in January 2013 Veolia will present a
consolidated report of Recommended Initiatives that have been presented, are at that time before
the Board, or are in the process of being developed and expected to come before the Board.

3.2.2.5 In the event that the Board rejects or does not approve
the implementation of 25% or more of the Recommended Initiatives, as that number is
determined by reference to both the total number or total expected value of such Recommended
Initiatives, or (ii) this Agreement is terminated prior to the end of the Term for reasons other than
Veolia?s material breach, then the Authority will pay Veolia a one-time payment of $377,000 at
the earlier of the end of the Term or the last day of Veolia?s provision of services hereunder. For
purposes of clarity, savings resulting from approved initiatives will continue to be determined and
shared in accordance with this Section 3.2.2.

3.2.2.6 Both Veolia and the Authority agree that staff layoffs
solely or primarily for economic purposes will not be recommended by Veolia. However,
broader reorganization or restructuring concepts that may affect headcount may be presented for
Board consideration.

3.3 Audit. Upon request, the Authority shall provide such access to its facilities and
books and records, and those of its subcontractors or subconsultants, as Veolia may require for inspection
and/or audit purposes to substantiate savings from and other shared savings from improvements
implemented pursuant to this Agreement for a period of 4 years following the termination of this
Agreement.

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3.4 Additional Services. Should the Authority desire additional services, over and

above those Services detailed in the Technical Proposal, those additional services shall be engaged and
charged on a mutually agreeable and negotiated basis, No additional services shall be undertaken by
Veolia without a written agreement or amendment duly executed by the Authority.

3.5 No Withholding. All sums of money paid to Veolia pursuant to this Agreement

shall be paid without deduction or withholding of federal or state payroll or employment taxes of any kind
or nature including but not limited to, income taxes, social security taxes, unemployment insurance taxes,
disability insurance taxes and similar items, and shall be evidenced by one or more Forms 1099 issued by
the Authority to Veolia in accordance with applicable law.

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3.6 Invoicing and Payment.
3.6.1 Base Compensation and Related Charges

Veolia will prepare and submit an invoice for the Base Compensation and for any other

agreed charges payable by the Authority on a basis throughout the Term. Invoices shall
be approved by the Steering Committee and paid by the Authority on a net-3O basis.

3.6.2 Performance Compensation

3.6.2.1 Because the temporal scope and the means of
determining success may vary with each KPI, compensation based on KPIs shall be
calculated and paid on such a timetable and in such a manner as indicated in each
approved KPI.

3.6.2.2 Compensation based on shared savings shall be
calculated and paid based on actual net savings as data is available, and shall be
subject to reconciliation on an annual basis during the shared savings time period.

3.6.2.3 For the purposes of this Agreement, ?net savings? shall
be determined as follows:

- In any instance where the implementation of a
Recommended Initiative requires the creation of a capital asset, the net savings
shall be calculated as follows: gross savings minus debt service costs. Debt
service costs shall be calculated for the total project cost, including costs related
to direct engineering, procurement and installation of the improvement (the
?Project Cost?), of each capital asset based on a level debt service assumption for
a term equivalent to the period of probable usefulness of the asset ?nanced.

- In any instance where the implementation of a
Recommended Initiative requires the purchase of equipment that must be
expensed as such expense is incurred, net savings shall mean the gross savings
minus the equipment expense.

- In any instance where the implementation of a
Recommended Initiative requires additional life-cycle or additional ongoing
costs, net savings shall mean the gross savings minus the annual average
of any projected associated additional life-cycle or additional ongoing 
costs.

ARTICLE 4 - RELATIONSHIP OF PARTIES

. 4.1 Independent Contractor. It is understood by the parties that Veolia is an
independent contractor and is retained by the Authority only for the purposes and to the extent set forth in
this Agreement. Veolia is to be considered the agent of the Authority only as contemplated by the scope
of Services set forth in Exhibit A. Veolia is not authorized to bind the Authority in any manner or to
incur any obligation, expenditure or liability on behalf of or against the Authority, or to make any
representation or warranty on behalf of the Authority, without the prior authorization of the Steering
Committee and, where appropriate, the Authority?s Board of Directors.

4.2 No Bene?ts. Veolia, its employees and agents, are not employees of the
Authority. The Authority will not provide employee bene?ts or entitlements of any kind or nature,
including health insurance bene?ts, paid vacation, or any other bene?ts for Veolia or its employees or
agents. Neither Veolia nor its employees or agents are eligible for unemployment or workers?
compensation bene?ts from the Authority.

ARTICLE 5 REPRESENTATIONS

5.1 Service Standards. Veolia shall perform the Services with due diligence in a
good and workmanlike manner in accordance with the standards, practices, and procedures that would be
reasonably expected from an experienced service provider in the industry or profession for the areas
anticipated by this Agreement. Veolia shall be responsible for the technical accuracy of its services and
documents resulting therefrom, including those of any of its subcontractors or subconsultants, and the
Authority shall not be responsible for discovering their de?ciencies.

5.2 Engineering Services. If the Services include professional engineering services,
all such Services shall conform to sound professional and state?of-the-art engineering, design, and
drafting practices and procedures, and shall be free from any and all errors, omissions or defects. Because
it is not presently anticipated that Veolia?s scope of services will include professional engineering
services, Veolia and the Authority will agree in writing with respect to any project that will include such
within its scope.

5.3 Payment to Subcontractors. Veolia shall pay all of its subcontractors,
subconsultants, and other persons it engages to perform the Services. Should Veolia fail to do so, the
Authority may after notice to Veolia and a failure by Veolia to cure, retain out of any payment due Veolia
an amount suf?cient to discharge the same.

5.4 Inspection, Audit. Upon request, Veolia shall provide such access to its
facilities and books and records, and those of its subcontractors or subconsultants, as the Authority may
require for inspection and/or audit purposes for a period of two (2) years following the termination of this
Agreement. For the purposes of clarity, this section 5.4 shall not apply to the base services provided for
in this Agreement but instead shall apply only to services provided at a ?cost? or ?cost?plus? basis.

ARTICLE 6 INSURANCE

6.1 Coverages required--Veolia Prior to beginning any Services under this
Agreement, Veolia shall deliver to the Authority certi?cates of insurance evidencing the following
minimum coverages:

6.1.1 Workers compensation insurance at statutory limits and employer?s
liability insurance with limits of ?ve hundred thousand dollars. Veolia will have
attached to its policy an alternate employer endorsement naming the Authority and will provide a
waiver of subrogation in favor of the Authority.

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6.1.2 Commercial general liability insurance with limits of two million
dollars each occurrence and ?ve million dollars in the aggregate
and containing or endorsed to contain the following coverages: contractual liability; broad form
property damage; personal/advertising injury; an endorsement including the Authority as an
additional insured, waiver of subrogation to the bene?t of all additional insureds as respects any
claims covered or which should have been covered by valid and collectible insurance
including any deductibles or self-insurance maintained thereunder; no explosion, collapse or
underground exclusion; and, for any claims related to the Services, provision that Veolia?s
insurance shall be primary and non-contributory and any insurance or self-insurance maintained by
the Authority shall be excess of Veolia?s insurance and not contribute with it. Additional insured
status shall be provided in favor of the Authority as respects claims or liabilities to the extent
caused Veolia?s work, operations and completed operations, and only to extent of liabilities
assumed by Veolia under the Contract.

6.1.3 Automobile liability insurance with limits of one million 
dollars per accident for bodily injury and property damage covering all owned, hired, and non-
owned vehicles. The policy shall be endorsed to include the Authority as an additional insured and
to include waiver of subrogation to the bene?t of additional insureds as respects any claims
covered or which should have been covered by valid and collectible insurance including
any deductibles or self-insurance maintained thereunder.

6.1.4 Employee Dishonesty, Third Party Fidelity Bond, and Inside/Outside
Money and Securities coverages for Authority-owned property in Veolia?s care, custody, or
control with limits of one million dollars.

6.1.5 If Veolia is performing any professional services for the Authority,
professional liability insurance with limits of two million dollars per claim or
occurrence and ?ve million dollars annual aggregate. The policy shall be endorsed
to include a waiver of subrogation to the bene?t of the Authority as respects any claims covered
or which should have been covered by valid and collectible insurance including any
deductibles or self-insurance maintained thereunder. If coverage is on a claims?made form,
Veolia shall maintain continuous coverage or shall exercise an extended discovery period for at
least two (2) years following the expiration or other termination of this Agreement.

6.2 Coverages required?Authority. During the Term and any Additional Term of

this Agreement, the Authority shall carry the following coverages:

[01371996]

6.2.1 Workers compensation insurance at statutory limits and employer?s liability
insurance with limits of ?ve hundred thousand dollars, and will include a waiver of
subrogation to the bene?t of Veolia.

6.2.2 Not-for?pro?t directors and of?cers liability insurance providing coverage to
insured persons and the organization, with limits of one million dollars per claim
and annual aggregate. The policy shall be endorsed to include a waiver of subrogation to the
bene?t of Veolia as respects any claims covered or which should have been covered by
valid and collectible insurance including any deductibles or self-insurance maintained
thereunder, and will include the Interim Executive Director and Study Manager as
insured persons under the policy. If coverage is on a claims-made form, the Authority shall
maintain continuous coverage or shall exercise an extended discovery period for at least two (2)
years following the expiration or other termination of this Agreement;

6.2.3 ?All Risk? property insurance covering the Authority?s facilities and
physical assets. The policy shall be endorsed to include a waiver of subrogation to the
bene?t of Veolia as respects any claims covered or which should have been covered by
valid and collectible insurance including any deductibles or self-insurance maintained
thereunder.

6.3 Policy duration. Except where stated otherwise in Subsections 6.1 and 6.2 above,
the policies or coverages required by this Section shall be maintained during the Term and any Additional
Term of this Agreement.

6.4 Ratings. All insurance coverages must be placed with insurance carriers having an
AM Best rating of A- or equivalent rating.

6.5 Notice to Authority. Veolia shall, within three (3) business days of receipt of
notice from any insurer with respect to a policy required by Section 6.1 that coverage will be suspended,
voided, cancelled, or certi?cate holder be deleted as an additional insured, provide written notice to the
Authority by certi?ed mail, return-receipt requested. During the Term and any Additional Term of this
Agreement, Veolia shall provide the Authority with certi?cates for all renewal or replacement policies
required by Section 6.1. Notwithstanding the fact that it has been in compliance with this Section, nothing
herein shall excuse Veolia from carrying the required insurance under this Agreement and a failure to do so
shall constitute a breach.

6.6 Deductibles. All deductibles and self-insured retentions under policies required by
this Section 6 shall be the responsibility of the named insured.

6.7 Certi?cates of Insurance. Upon either party?s request at any time, the other party
shall provide certi?cates of insurance evidencing coverage. The failure of either party to pursue or obtain
any certi?cate of insurance or to point out any non?compliance of any certi?cate of insurance shall not
constitute a waiver of any of the insurance requirements of this Agreement or relieve either party of any of
its obligations hereunder.

6.8 Self-insurance. Self-funded or other non-risk transfer insurance mechanisms are
not acceptable to the Authority. IfVeolia has such a program, full disclosure must be made to the Authority
prior to any consideration being given.

6.9 Distinct obligation. These insurance provisions are intended to be a separate and
distinct obligation on the part of each party. The insurance submitted by a party does not relieve or decrease
in any way the liability of that party for performance under this Agreement.

ARTICLE 7 -- INDENINITY

7.1 Ordinary negligence. Subject to Section 7.2 below, to the fullest extent
permitted by law, Veolia shall indemnify, defend, and hold harmless the Authority, its of?cers, directors,
agents and employees, from and against claims, damages, losses and expenses for bodily injury, death, or
physical injury to tangible property, or the loss of use thereof, caused or allegedly caused by or arising
from the performance of Veolia under this Agreement, but only to the extent caused or allegedly caused
in part by the negligent acts or omissions or intentional misconduct of Veolia, its employees, agents or
persons for whose acts Veolia may be liable.

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7.2 Professional negligence. To the fullest extent permitted by law, Veolia shall
indemnify and hold harmless the Authority, its of?cers, directors, agents and employees, from and against
claims, damages, losses and expenses, including reasonable attorneys? fees and other costs of defense,
arising out of or resulting from the performance of the professional services of Veolia under this
Agreement, but only to the extent caused in whole or in part by the negligent acts or omissions of Veolia,
its employees, agents or persons for whose acts Veolia may be liable.

7.3 Violations of law. To the fullest extent permitted by law, Veolia shall indemnify,
save and hold harmless, and defend the Authority, its of?cers, directors, agents and employees from all
liens, charges, claims, demands, losses, costs, judgments, liabilities and damages of every kind and nature
whatsoever, including, but not limited to, court costs and attorney?s fees arising from or based upon any
violation by Veolia of any applicable laws, regulations, ordinances or codes.

7.4 Actions exceeding authority. To the fullest extent permitted by law, Veolia shall
indemnify and hold harmless the Authority, its of?cers, directors, agents and employees from all claims,
damages, losses, and expenses, including reasonable attorneys? fees and other costs of defense, arising out
of or resulting from the acts of the Interim Executive Director that are outside the scope of his authority as
set forth on Exhibit A and approved by the Steering Committee.

7.5 Waiver of workers? compensation bar. The defense and indemni?cation
obligations accepted by Veolia under this Article 7 shall not be limited in any way by any limitation on the
amount or type of damages, compensation or bene?ts payable by Veolia, or by Veolia?s subcontractors or
permitted assigns, pursuant to any applicable workers? compensation statute or disability bene?t statute or
any other employee bene?t law, rule or regulation.

7.6 Mitigation. The Authority agrees to take reasonable efforts to mitigate or reduce
any losses that it may suffer or incur and for which it may seek indemni?cation from Veolia.

ARTICLE 8 INTELLECTUAL PROPERTY

8.1 Veolia Intellectual Property. Subject to Sections 8.2 through 8.4 below, the
Authority agrees that Veolia shall be entitled to all right, title, and interest in and to all ideas, conceptions,
discoveries, inventions, improvements, designs, methods, techniques, processes, and software, whether or
not subject to patent or copyright protection, that are developed by Veolia alone, with the Authority or
jointly with others as part of the Services (?Veolia Intellectual Property?). Veolia hereby grants to the
Authority, upon the terms and conditions speci?ed in this Article 8, a license inthe
Veolia Intellectual Property. The license granted hereunder is irrevocable, coupled with an interest,
perpetual and, except as hereinafter provided, non-exclusive. Except as speci?ed below, the Authority
shall have the right, in its sole discretion, to use all or any portion of the Veolia Intellectual Property on
other projects, including projects submitted to other consultants. In the event of any such use of any
Veolia Intellectual Property by the Authority, to the extent allowed by laws, the Authority shall defend,
indemnify, and hold harmless Veolia, its subconsultants, agents and employees, from any and all claims,
damages, losses, and expenses, including reasonable attorneys? fees and other costs of defense, arising out
of or in connection with, or caused on account of, such re-use of any such Veolia Intellectual Property,
but the foregoing indemnity shall not extend to any liability of Veolia with respect to the initial
preparation or creation of the Veolia Intellectual Property.

8.2 Proprietary Works. The license granted by Veolia to the Authority under Section
8.1 above shall be exclusive with respect to those portions of the Veolia Intellectual Property that constitute
the Authority?s proprietary information (?Proprietary Works?). Proprietary Works refer to those portions of
the Veolia Intellectual Property that contain information or data re?ecting or relating to: geographic,

{01371996}

operational, or technical information with respect to the water, sewer, or stormwater systems operated by
the Authority, publication of which could jeopardize its operation or safety; inventions, discoveries,
patents, and applications for patents, copyrightable work, and related trade secrets of the Authority as of
the date of this Agreement; (0) project deliverables and other data reviewed or developed during the
performance of the Services; information related to the Authority?s customers; and and other data
or information unique to the Authority that is protected from disclosure under Right to
Know Act (collectively, the ?Proprietary Information?). No part of the Proprietary Works shall be used
by Veolia on any other project unless, and only to the extent, such Proprietary Works have subsequently,
pursuant to applicable laws and not to the act or neglect of Veolia, become available in the public domain
by acts of the Authority. Except for the foregoing, Veolia shall keep con?dential, as a trade or business
secret, all Proprietary Works.

8.3 Veolia Intellectual Property?Patent or Copyright. Notwithstanding the grant
of license hereunder, Veolia shall retain any copyright or similar claim in the Veolia Intellectual Property
to the extent actually produced by Veolia and its subconsultants, agents, and employees, or any of them,
but shall have no claim to any portion of the Proprietary Works, such claims being reserved exclusively
by the Authority. Veolia, its subconsultants, agents and employees, their successors and assigns, shall
have no right to compensation, royalties or other fees from the Authority, its successors and assigns, due
to any claimed proprietary interest in the Veolia Intellectual Property.

8.4 Authority Intellectual Property. Veolia agrees that the Authority shall be
entitled to all right, title, and interest in and to all ideas, conceptions, discoveries, inventions, improvements,
designs, methods, techniques, processes, and software, whether or not subject to patent or copyright
protection, that are developed by the Authority alone, without the participation of Veolia, during the Term
and any Additional Term of the Agreement and thereafter (?Authority Intellectual Property?). The
Authority hereby grants to Veolia a license inthe Authority Intellectual Property
during the Term and any Additional Term of this Agreement without compensation, royalties or other fees.
Veolia?s license to use the Authority Intellectual Property shall expire or terminate upon the expiration or
termination of this Agreement. Thereafter, the parties may negotiate reasonable and customary license fees
if Veolia wishes to use Authority Intellectual Property.

8.5 Applications and assignment.

8.5.1 The Authority will execute, acknowledge, and deliver at the request of Veolia all
papers, including patent and copyright applications and related assignment, that may be required for
obtaining a patent, copyright or other protection of the Veolia Intellectual Property and for vesting
title in Veolia and, at Veolia?s cost, shall do all other acts and things that may be reasonably
necessary to achieve that purpose.

8.5.2 Veolia will execute, acknowledge, and deliver at the request of the Authority all
papers, including patent and copyright applications and related assignment, that may be required for
obtaining a patent, copyright or other protection of the Authority Intellectual Property and for
vesting title in the Authority and, at the Authority?s cost, shall do all other acts and things that may
be reasonably necessary to achieve that purpose.

8.6 Others? intellectual property. In performing the Services, Veolia shall not
include or provide to the Authority any matter subject to patent, copyright, or other intellectual property
protection unless Veolia obtains the written approval of the Steering Committee and provides the Authority
with a license or other written permission of the owner of the intellectual property for Veolia or the
Authority to use such protected matter.

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10

8.7 Indemnity. To the fullest extent permitted by law, Veolia shall indemnify,
defend, and hold harmless the Authority, its of?cers, agents, and employees from any infringement or
claim of infringement by the Services or any part of the Services of any patent, copyright, trade secret or
other third-party intellectual property right. Veolia agrees to pay all royalties and license fees that may be
due upon the inclusion of any patented or otherwise infringing materials in the Services. At its sole
option, the Authority may be represented by and actively participate through its own counsel in any such
infringement suit or proceeding, and the costs of such representation shall be paid by Veolia. Without in
any way limiting the Authority?s rights and Veolia?s obligations, in the event that the Services or any part
of the Services is held to constitute infringement or its use is enjoined, Veolia shall, at the Authority?s
option and Veolia?s sole expense, in a timely manner: procure for the Authority a license or other
right to continue using the affected Services; replace the affected Services with a substantially
equivalent non-infringing property or process; or modify the Services or part of the Services so it
becomes non?infringing but is substantially, functionally equivalent.

ARTICLE 9 CONFIDENTIALITY

9.1 Proprietary Information. Veolia will not, either during or after performance of
the Services, except as required in the performance of the Services or with the prior written consent of the
Authority, communicate or divulge to, or use for the bene?t of Veolia or any other person, ?rm,
association, or corporation, any Proprietary Information of the Authority. Veolia acknowledges and
agrees that the Proprietary Information may include information that Veolia develops as well as
information that Veolia learns from the Authority.

9.2 Veolia Con?dential Information. The Authority will not, either during or after
performance of the Services, except with the written consent of Veolia, communicate or divulge to, or use
for the bene?t of any other person, ?rm, association, or corporation, any con?dential or proprietary
information of Veolia, including technical information in respect to the products and services of Veolia,
its busineSs methods, product design information, market research and studies, future plans, business
affairs, pricing, margins, discounts and costs, or related trade secrets (the ?Veolia Con?dential
Information?). The Authority acknowledges and agrees that the Veolia Con?dential Information may
include information that the Authority develops as well as information that the Authority learns from
Veolia.

9.3 Advertising and publicity. Veolia may not use the Authority?s name in
advertisements, news releases, publicity statements, web sites, interviews, articles, brochures, client
listings or other advertising or marketing materials without the prior written consent of the Authority,
which consent shall not be unreasonably withheld. Provided, however, that this Section 9.3 shall not
prevent Veolia from making reference to this engagement where such reference is limited to previously-
disclosed public facts.

ARTICLE 10 LIMITATION OF LIABILITY

10.1 Limitation of liability. Beyond the cost of furnishing replacement Services, and
notwithstanding any other provision in this Agreement, Veolia?s aggregate liability to the Authority for
any and all claims and losses whatsoever resulting from or in any way attributable to errors, omissions, or
other acts of Veolia, its subcontractors, agents, and employees, other than as covered by collectible
insurance, shall not exceed the amount received by Veolia under this Agreement.

10.2 Waiver of consequential damages. Except as covered by collectible insurance,
in no circumstance shall either party or any of its of?cers, directors, agents, employees, subcontractors,
consultants or subconsultants be liable to the other or the other?s successors or assigns, for remote,

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11

incidental, indirect, or consequential damages or special loss or damage of any kind, whether or not
foreseeable, including, but not limited to, loss of pro?ts, increased expenses or costs in excess of
estimates. Any protection against liability for losses or damages afforded any individual or entity by these
terms shall apply whether the action in which recovery of damages sought is based on contract, tort
(including sole, concurrent or other negligence and strict liability of any protected individual or entity),
statute or on any other theory. To the extent permitted by law, any statutory remedies which are
inconsistent with these terms are waived.

ARTICLE 11 COMPLIANCE WITH LAWS

In the performance of the Services, Veolia shall comply with all applicable laws,
ordinances or regulations of any government authority or agency having jurisdiction (?Applicable Laws?).

ARTICLE 12 AN 

Veolia shall not discriminate in its employment on the basis of race, color, religion,
ancestry, national origin, place of birth, sex, age, disability, non-job related handicap or sexual orientation.
Veolia shall comply with the applicable provisions of the Pittsburgh Code, Title Six - Conduct, Article -
Discrimination, and any amendments thereto. Veolia shall also comply with the applicable provisions of
Title I and Title II of the Americans with Disabilities Act, any amendments thereto and any regulations
issued thereunder. Veolia shall incorporate in any subcontracts which may be permitted under the terms of
this Agreement a requirement that said subcontractors also comply with the provisions of this Section.

ARTICLE 13 DISADVANTAGED BUSINESS ENTERPRISES

It is the Authority?s current goal to encourage increased minority and women?s
participation in all Authority contracts. It is believed that it is reasonable to expect that minority
participation will constitute twenty-?ve percent and women?s participation will constitute ten 
percent of the total dollar amount of Authority contracts. In entering into this Agreement with the
Authority, Veolia is agreeing to submit a ?nal report, within thirty (30) calendar days of the termination of
the Agreement, detailing the actual levels of participation of minority and women?s business enterprises in
the provision of the Services. The Authority recognizes that the majority of work provided for in this
Agreement is to be self?performed by Veolia or subcontracted to highly specialized service providers, and
therefore that the disadvantaged business participation goals may not be reasonably practicable to meet.
However, failure by Veolia to make a good faith effort to meet the Authority?s goals or to submit the
required report may be considered a breach of the Agreement resulting in debarment from participating in
future Authority contracts.

ARTICLE 14 AND 

None of the Services covered by this Agreement shall be subcontracted or assigned without
the prior written approval of the Authority. Such approval or consent will not relieve Veolia of its
obligations under this Agreement. The Authority reserves the right, acting reasonably, to object and require
the replacement of any subconsultant who is hired or retained without the Authority?s prior written consent.
The Authority speci?cally agrees to any subconsultants and to the scope of those subconsultants? services
identified in the Technical Proposal.

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12

ARTICLE 15 SITE AND ACCESS

15.1 Of?ces and equipment. The Authority will provide, at no cost to Veolia, suitable
of?ce space for the Interim Executive Director, the Study Manager, and other Veolia employees and
subcontractors present at the Authority?s of?ces at 1200 Penn Avenue, Pittsburgh, in the performance of the
Services, including reasonable and customary of?ce furnishings, such as desks, chairs, conference
equipment, copiers and facsimile devices, intemet network, and telephones.

15.2 Computers and safety equipment. Veolia will be responsible for supplying
computers, cell phones, and related productivity equipment, as well as any personal protective equipment or
safety equipment that is customary for the work undertaken for its employees, agents and subcontractors.

15.3 Site and data access. The Authority will ensure that the Veolia employees and
subcontractors performing the Services have, for the duration of this Agreement, such access to the
Authority?s facilities, information technology systems and data as may be necessary and appropriate to the
performance of the Services. Such access will include:

15.3.1 ?All?access? clearance at all reasonable times for each Veolia
employee, agent or subcontractor engaged in the Services, subject to compliance with the
Authority?s policies for health and safety;

15.3.2 Access, in a manner reasonably equivalent to the Authority?s
managers, to networks and data systems that gather, track, and report operational and cost
information, including but not limited to access to SCADA systems, asset management systems,
enterprise resource management or equivalent cost tracking systems, and existing benchmarking
documentation.

15.4 Facilitating communications. The Authority will facilitate Veolia?s access to and
communication with departments of the City of Pittsburgh and other agencies and authorities where
necessary or appropriate to performance of the Services.

ARTICLE 16 FORCE MAJEURE

No delay or failure of performance by either party shall constitute default hereunder or
give rise to any claims for damage if, and to the extent, such delay or failure is caused by ?re or other
casualty, labor dispute or transportation delay not caused in any way by the affected party, or by government
or military action, inclement weather not reasonably anticipatable, act of God, act or omission of the other
party or its other contractors, failure of any government authority to timely review or to approve the services
or to grant permits or approvals, or any other cause beyond the affected party?s reasonable control.

ARTICLE 17 EXCLUSIVITY

To the maximum extent permitted by law, the Authority will not purchase from any person
or entity other than an af?liate of Veolia consulting services substantially similar to the Services provided
by Veolia during the Term and any Additional Term of this Agreement.

ARTICLE 18 TERMINATION

18.1 For Convenience or Cause. The Authority shall have the right to terminate the
Services or any part thereof at any time, whether for convenience or cause, by prior written notice
whenever Company determines such termination or suspension to be in its own best interest; provided,

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13

however, that the Authority may not terminate for its convenience the Services at any time prior to
September 1, 2012. In such event, the Authority shall pay Veolia for Services satisfactorily completed
and expenses incurred through the date of termination, along with any unavoidable expenses incurred or
committed prior to the termination, less the sums Veolia shall have already been paid on account of the
Services performed. Should the Authority terminate for convenience, Veolia will be entitled to payment
of performance compensation as provided in Section 18.3 below. In the event of a default by Veolia, the
Authority may, in addition to termination, pursue any other rights or remedies it may have available under
the Agreement or the law.

18.2 Obligations on Termination. In the event of termination under Section 18.1
above, Veolia shall immediately cease performance except as may be authorized by the Authority. Veolia
shall assign and transfer to the Authority, as directed by the Authority, all subcontracts, orders,
and commitments that the Authority may request be transferred or assigned, and Veolia shall execute and
deliver the same and take all such action as the Authority may require to fully vest in the Authority the
right of Veolia in and to the same. In the alternative, the Authority may direct that Veolia cancel all
subcontracts, orders, and commitments.

18.3 Performance Compensation on Termination for Convenience. In the event
that this Agreement is terminated prior to the end of the Term, Veolia shall be entitled to payment
pursuant to Section 3.2.2.5, and shall further be entitled to payment of any KPIs that are either completed
or in the process of implementation.

18.4 Exclusive Remedies. The rights and remedies set forth above are the sole and
exclusive remedies of Veolia in the event of a termination under Section 18.1, and the Authority shall
.have no other liability to Veolia on account of or for any damages, including lost pro?ts, arising out of
such termination.

18.5 Survival. Notwithstanding the expiration or termination of this Agreement, the
rights and obligations that by their sense and context survive the termination or expiration of this Agreement
will so survive.

ARTICLE 19 -- NOTICES

Unless otherwise noti?ed in writing, each party shall send notices and other
communications to the other party at the address shown below:

To the Authority: Pittsburgh Water and Sewer Authority
Penn Liberty Plaza 1
1200 Penn Avenue
Pittsburgh, PA 15222
Attention: Dan Deasy, Chairman

with a copy to: Mark F. Nowak, Esq.
Thorp Reed LLP
One Oxford Centre, 14th Floor
301 Grant Street
Pittsburgh, PA 15219

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14

To Veolia Veolia Water North America?Northeast, LLC
Attention: General Counsel
200 E. Randolph Street, 79th Floor
Chicago, Illinois 60601
Email: generalcounsel@veoliawatemacom

ARTICLE 20 DISPUTES OR CON TROVERSIES

20.1 Amicable resolution. The Authority and Veolia agree to work together to
establish a culture of joint governance and to promote a culture of no fault/no blame. The Authority and
Veolia will endeavor to resolve all disputes amicably.

20.2 Reference to senior management. In the event that a dispute cannot be amicably
resolved by the participants, it shall be referred to Veolia senior management and to the Authority
representatives to the Steering Committee for resolution.

20.3 Mediation. If the dispute cannot be resolved by Veolia senior management and
the Authority?s representatives on the Steering Committee, either party may request mediation that, unless
the parties agree otherwise, shall be administered by the American Arbitration Association subject to their
Commercial Arbitration and Mediation Rules Rules?) in effect on the date of this Agreement. A
request for arbitration shall be made in writing and delivered to the other party and ?led with the person or
entity administering the mediation. Mediation shall be a condition precedent to arbitration. Mediation shall
take place in Pittsburgh, 

20.4 Arbitration.

20.4.1 Disputes not resolved through mediation shall be subject to binding arbitration in
accordance with the Rules in effect on the date of this Agreement. Arbitration shall take
place in Pittsburgh, 

20.4.2 All disputes shall be initiated by the service of a written notice by one party to
the other of the intent to arbitrate and ?ling of such notice with the administering organization
which, unless the parties agree otherwise, shall be the American Arbitration Association
Each Party shall bear its own costs and expenses of arbitration and shall pay its pro
rata share of any joint fees, costs, and expenses of arbitration including, without limitation, the
costs and fees of the arbitrator and of the American Arbitration Association.

20.4.3 The Parties shall jointly designate a single, independent arbitrator or otherwise
have an arbitrator selected by the in accordance with the Rules.

20.4.4 The arbitration hearing must be conducted within four (4) months of the date of
?ling of the intent to arbitrate with the The hearing shall be conducted in accordance with
the Federal Rules of Evidence then in effect. The decision of the arbitrator, including any remedy
or relief granted, including speci?c performance, shall be in writing and shall be rendered no later
than fourteen (14) days after the close of the hearing. The decision of the arbitrator shall be ?nal,
binding upon the parties, and non?appealable, and judgment thereon may be entered by any court
of competent jurisdiction.

20.4.5 Each party in arbitration shall be entitled to discovery pursuant to the Rules
and the decisions of the arbitrator. However, all discovery shall be completed within sixty (60)
days of the date of the appointment of the arbitrator. Further, all discovery must be completed no

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15

later than ?fteen (15) days prior to the arbitration hearing. The time period for discovery may be
extended by the arbitrator for good cause, provided that the arbitrator is able to meet the schedule
speci?ed above in Subsection 20.4.4.

ARTICLE 21 -- MISCELLANEOUS

21.1 Incorporation of recitals. The recitals appearing at the beginning of this
Agreement are incorporated herein by reference.

21.2 Entire agreement. This Agreement contains the entire understanding of the
parties with respect to its subject matter and supersedes all prior negotiations. This Agreement shall not be
modi?ed, amended, altered, or supplemented except by agreement in writing duly executed by both of the
parties hereto.

21.3 Counterparts and Digitally-Transmitted Signature. This Agreement shall be
executed in two counterparts, each of which shall be deemed an original, and proof of execution may be
exchanged by digital means such as facsimile or electronically?mailed .pdf ?les.

21.4 Applicable law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of without reference to its con?icts-0f-
laws principles.

21.5 No third-party bene?ciaries. This Agreement shall create no rights in any party
other than the Authority and Veolia and no other party is intended to be a third-party bene?ciary of this
Agreement, except as may be speci?cally indicated herein.

21.6 Headings. Section headings in this Agreement are for convenience of reference
only and shall not constitute a part of this Agreement for any purpose.

21.7 Severability. In the event that any of the provisions of this Agreement are found
to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be
affected.

21.8 Authority. This Agreement is entered into by the Authority pursuant to
Resolution No. 78 of 2012, adopted at a meeting of its Board held on July 12, 2012.

[signatures follow on next page]

{01371996}

16

IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year
?rst above written.

 

 

WITNESS: THE PITTS HW ER AND SEWER AUTHORITY
a a 
[Henri Blum - Secretary Board Chalr Dan Deasy

Approved as to  

?A?thority Solicitor\

WITNESS: VEOLIA WATER NORTH LLC

 By: 

Title: ?ea/MW 

{01371996}

17

EXHIBIT A
Re5ponsibilities and Authority of Interim Executive Director

Subject to the supervision of the Steering Committee and the Authority Board of Directors, and
as further de?ned in the Agreement, the responsibilities and authority of the Interim Executive
Director shall include the following:

Directing, coordinating, and supervising the day?to-day activities of various divisions of
the Authority.

Directing, coordinating, and supervising the Authority staff in the implementation of
and/or continued compliance with policies, rules, and operating procedures determined or
approved by the Board.

Coordinating the Authority?s activities and policies with those of the City and its
agencies and other regional authorities.

Reporting to the Steering Committee and the Board on the day-to?day activities of the
Authority.

With the assistance of Authority Solicitor as appropriate, supervising the bidding or
negotiating process for the procurement of goods and services, and securing Board
approval of major contracts and awards.

Directing, coordinating, and supervising the carrying out of contracts and projects
approved by the Board, including the approval and payment of ordinary invoices.

With the assistance of the Solicitor as appropriate, directing and coordinating
environmental compliance activities.

Directing, coordinating and supervising the Finance Department on the development of
operating and capital budgets.

Working with the Steering Committee and the Study Manager on the development of
initiatives and directing, coordinating and supervising their implementation.

Recommending for consideration by the Board such policies and procedures concerning
the organization, governance and operation of the Board and the Authority in general.

The Interim Executive Director shall be referred to and described as such in internal and external
communications of the Authority.

Except in egregious cases, the Interim Executive Director shall not have the authority to

discipline or to terminate the employment of the Authority?s senior staff without the prior
approval of the Steering Committee or the Board. The Interim Executive Director shall not have

{01371997}

the authority to discipline or to terminate the employment of junior, non-union staff without the
prior approval of his or her immediate supervisor or of another Authority senior staff member,
and the prior approval of the Steering Committee or the Board.

{01371997}

A-2

EXHIBIT 

Consulting and Implementation Services
The consulting services to be provided by Veolia to the Authority shall include the following:

(1) General Administration and Management Consulting. Evaluation and analysis of the structure of
management and operation of the Authority?s water and sewer systems. Such evaluation will include
support departments within the Authority and outsourced functions such as engineering, construction
management, and information technology.

(2) Financial Evaluation. Evaluation and analysis of ?nancial aspects of the Authority?s water and
sewer systems. Such evaluation will include revenue projections, third-party contracts and their effect on
the Authority?s ?nances, the ?Baker? Stormwater Study, the Authority?s 40-year capital plan, the
Authority?s existing debt structure, and current and expected operational costs.

(3) Operations and Maintenance Consulting. Evaluation and analysis of existing operations and
maintenance practices and anticipated operational needs for the Authority?s water and sewer systems.
Such evaluation will include review of existing conditions and practices, review of the Consent Order and
Agreement currently in force, consideration of environmental conditions that may present treatment
challenges, and stormwater management issues.

(4) Budgeting Assistance. Assistance with development of the Authority?s operational and capital
budgets for the time periods during and immediately following the Term.

For each of the items identi?ed above, Veolia will undertake a ?base analysis? that is intended to be
broadly focused, as opposed to an in?depth and comprehensive analysis on each item. Thereafter, Veolia
and the Authority will work together to collaboratively identify and present to the Steering Committee for
approval a number of priority items for greater study and focus. Such focus items may include operational
and organization improvements that fall outside of the strict boundaries of the initially identi?ed studies.

Each of the evaluations approved by the Steering Committee for further development will culminate in
and be consolidated into a status report and recommendations for changes, with a goal toward improving
both service and cost for Authority ratepayers.

Veolia will work with the Authority to focus the recommendations on implementable initiatives that will
either improve service, identify ef?ciencies, or both, and will validate such recommendations through the
governance structure established within the Agreement.

Each proposed initiative will contain recommendations for the means of measuring and tracking the
improvements realized, including a ?baseline? status and data tracking methodology. Each proposed
initiative will include ?nancial information including the estimated capital and expense monies required
for implementation, any anticipated savings and payback period, or other measurable bene?ts. Each
proposed initiative shall identify any barriers to implementation, such as existing agreements, statutory or
other legal restraints, or capital investments.

Once the developed initiatives are approved by the Steering Committee and, where necessary, the
Authority Board of Directors, Veolia will work with the Authority staff in the planning and
implementation of such initiatives.

{01371997}

B?l

Identi?cation and implementation of recommended improvements begin as early in the Term as
practicable.

Veolia will support and assist with the Authority?s public outreach efforts necessary to implement the
recommendations and to appropriately communicate the scope of work performed and the improvements
made to the Authority?s structure and operations.

{01371997}

GUARANTEE

This Guarantee is given the 12?h day of July, 2012 by Veolia Water North America
Operating Services, LLC, a limited liability company organized and existing under the laws of Delaware,
and having a place of business at 200 East Randolph Street, Suite 7900, Chicago, Illinois 60601
(hereinafter referred to as the ?Guarantor?).

WHEREAS, Veolia Water North America?Northeast, LLC (hereinafter, ?Veolia
Northeast?), a direct subsidiary of the Guarantor, has entered into an Agreement for Interim Management
Services (the ?Agreement?) with The Pittsburgh Water and Sewer Authority (the ?Authority?);

WHEREAS, the Authority requires that Guarantor guarantee Veolia Northeast?s
performance under the Agreement; and

WHEREAS, the Guarantor has agreed to guarantee Veolia Northeast?s performance
under the Agreement on the terms contained in this Guarantee.

NOW, THEREFORE, in order to induce the Authority to enter into the Agreement, the
Guarantor hereby agrees as follows:

1. The Guarantor for itself, its successors and assigns, hereby guarantees to the
Authority and its successors and assigns the full observance and performance by Veolia Northeast of each
and every one of the terms, provisions, conditions, obligations and agreements on the part of Veolia
Northeast to be made, carried out, performed and observed as provided in the Agreement (collectively,
the ?Guaranteed Obligations?). The Guarantor undertakes these Guaranteed Obligations as a joint and
several obligor along with Veolia Northeast, not merely as indemnitor or surety, PROVIDED ALWAYS
that the Guarantor?s independent obligations and liability to the Authority under this Guarantee shall in no
case be greater than the obligations and liability of Veolia Northeast to the Authority under the
Agreement or otherwise.

2. Time is of the essence of this Guarantee. If at any time default is made by Veolia
Northeast in the full observance and performance of any of the Guaranteed Obligations, the Guarantor
will well and truly observe and perform, or cause to be observed and performed, such Guaranteed
Obligations; provided, however, that if as to any Guaranteed Obligation, the Authority fails or refuses to
perform its reciprocal share or portion of such Guaranteed Obligation, then the Authority shall have no
claim against the Guarantor in respect of such Guaranteed Obligation.

3. The Guarantor represents and warrants to the Authority that:

3.1 the Guarantor is a limited liability company duly organized and existing
in good standing and has full power and authority to make and deliver this Guarantee;

3.2 the execution, delivery and performance of this Guarantee by the
Guarantor have been duly authorized by all necessary action of its directors and shareholders, if
necessary, and do not and will not violate the provisions of, or constitute a default under, any
presently applicable law or under its LLC Operating Agreement or under any agreement presently
binding upon the Guarantor;

{0 369799]

3.3 this Guarantee has been duly executed and delivered by the authorized
officers of the Guarantor and constitutes its lawful, binding and enforceable obligation, subject to
bankruptcy and other similar laws affecting enforcement of creditors' rights generally and to
equitable principles;

3.4 the authorization, execution, delivery and performance of this Guarantee
do not require notification to, or registration with, or a consent or approval by, any federal, state
or regulatory body or administrative agency in the United States;

3.5 the Guarantor has a direct and substantial economic interest in Veolia
Northeast and expects to derive substantial benefits from Veolia Northeast?s participation in the
Agreement and this Guarantee is given in furtherance of a corporate purpose; and

3.6 this Guarantee has been delivered free of any conditions and no
representations have been made to, or collateral agreements entered into by, the Guarantor
affecting its liability under this Guarantee.

4. The Guarantor covenants and agrees with Authority that its obligations under this
Guarantee are independent and unconditional and shall not be affected by any circumstance that
constitutes a legal or equitable discharge of a guarantor or surety other than indefeasible performance in
full of the Guaranteed Obligations. In furtherance of the foregoing, the Guarantor agrees that the
obligations of the Guarantor hereunder shall not be discharged or impaired by:

4.1 any waiver of any of the terms, provisions, conditions, obligations and
agreements of the Agreement to which the Authority or Veolia Northeast may hereafter agree;

4.2 any amendment or modification of the Agreement to which the Authority
or Veolia Northeast may hereafter agree;

4.3 the giving of any consent by Veolia Northeast to any assignment of the
Agreement by the Authority or Veolia Northeast;

4.4 the grant of indulgences or extensions of time to Veolia Northeast under
the Agreement;

4.5 the grant by Veolia Northeast of any security to the Authority, or the
failure of the Authority to perfect or realize upon such security; or

4.6 the making, amendment or termination of any other agreement between
Veolia Northeast and the Authority.

All of the foregoing may be made and done without notice to the Guarantor and without in any way
affecting, limiting or releasing the Guarantor from its obligations under this Guarantee.

5. The Authority shall not be bound to enforce any of its rights or remedies against
Veolia Northeast or others or to take any steps or proceedings to enforce or realize upon any security
obtained from Veolia Northeast or any other person guaranteeing or insuring the performance of liabilities
and obligations of Veolia Northeast to the Authority before being entitled to enforce the remedies
hereunder, and the Guarantor renounces all benefits of discussion and division.

{01369799}

6. The Guarantor shall not exercise or enforce any right of contribution,
reimbursement, recourse or subrogation that it may have by reason of its performance under this
Guarantee unless and until all of the Guaranteed Obligations shall have been fully observed, performed
and satisfied.

7. This Guarantee is given solely for the benefit of the Authority and is not for the
benefit of any third party. The rights and benefits of the Authority under this Guarantee, including the
rights to enforce the same, shall not be assigned to any other party, and shall not be enforceable by any
other party, without the express prior written consent of the Guarantor.

8. This Guarantee shall terminate and be of no further force and effect if Veolia
Northeast shall have fully observed and performed the Guaranteed Obligations; or (ii) both Guarantor and
the Authority so agree in writing.

9. All notices shall be in writing and shall be given by means of recognized courier
service or electronic mail. Any communication or notice forwarded by electronic mail shall be deemed
given upon transmission and any notice forwarded by courier service shall be deemed given upon receipt.
The addresses for the Authority and Veolia Northeast shall be those set forth in the Agreement and for the
Guarantor shall be Veolia Water North America Operating Services, LLC, 200 E. Randolph St., Suite
7900, Chicago, IL 60601, Attn: General Counsel, E-mail: 

10. Guarantor accepts and agrees to the dispute resolution provisions contained in
Article 20 of the Agreement. Guarantor waives any right to dispute any arbitration award against
Veolia Northeast and in favor of the Authority; and (ii) Guarantor?s obligation to pay any final judgment
or award in third?party litigation arising out of the Agreement or Veolia Northeast?s performance under
the Agreement. This Guarantee shall in all respects, but in particular to its existence, validity and
enforcement, be governed by, construed and interpreted in accordance with the laws of the
Commonwealth of without regard to its con?ict-of?law principles. Disputes concerning the
interpretation and application of this Guarantee shall be resolved in accordance with the same dispute
resolution mechanisms as those contained in Article 20 of the Agreement, and any mediation or
arbitration shall take place in Pittsburgh, 

11. Notwithstanding anything herein to the contrary, the Guarantor specifically
reserves to itself all rights, counterclaims and other defenses that Veolia Northeast is or may be entitled to
arising from or out of the Agreement or any transactions thereunder, except for any counterclaims or
defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of Veolia Northeast; the lack
of power or authority of Veolia Northeast to enter into the Agreement; the lack of power or authority of
Veolia Northeast to perform its obligations under the Agreement or any transaction thereunder; or the
lack of validity or enforceability of Veolia Northeast?s obligations under the Agreement or any
transaction thereunder.

12. If any provision of this Guarantee, or the application thereof to any person or
circumstance, shall be invalid or unenforceable to any extent, the remainder of this Guarantee and the

application thereof shall not be affected thereby and shall remain in full force and effect.

13. This Guarantee may be amended only by an instrument in writing signed by the
Guarantor.

(0 I 369799}

14. This Guarantee may not be assigned by the Guarantor, and no purported
assignment shall release the Guarantor of its obligations hereunder.

IN WITNESS WHEREOF, the Guarantor has executed this Guarantee as of the day,

month and year first above written.

[01369799]

VEOLIA WATER NORTH AMERICA
OPERATING SERVICES, LLC

By: 



Print name: Laurent Auguste

Title: President and CEO

As Amended

RESOLUTION NO. 25 OF 2012

Authorizing a Request for Quali?cations and Request for Proposals
For
Interim Executive Management Services

WHEREAS, The Pittsburgh Water and Sewer Authority (the ?Authority?) strives to
provide water and wastewater services that meet or exceed regulations and customer expectations at
the lowest possible cost;

WHEREAS, the Authority is facing numerous challenges and opportunities,
including long term planning and investment, environmental compliance and stewardship, aging
infrastructure, and storrnwater management issues;

WHEREAS, in order to maximize its operational ef?ciency, including the economic
management of water and wastewater infrastructure, while maintaining fair and reasonable rates,
the Authority is considering the retention of a consultant to evaluate the organization, to make
recommendations for improved effectiveness and ef?ciency, and to provide management services
on an interim basis; and

WHEREAS, in order to re?ne its search and to attract quali?ed candidates and
?rms with knowledge and experience in water and wastewater management, including ?nancial
management, planning, and operations, the Authority wishes to approve the preparation of a request
for quali?cations and request for proposals and thereafter to solicit such quali?cations and
proposals.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of The
Pittsburgh Water and Sewer Authority, on behalf of said Authority, authorizes and directs the
Authority?s Procurement Department to issue a Request for Quali?cations/Request for Preposals, in
a form satisfactory to the Search Committee and the Solicitor, no later than March 1, 2012, seeking
the submission of quali?cations and, following the Authority?s review of submissions on
quali?cations, thereafter seeking proposals from quali?ed consultants.

DULY ADOPTED AT A REGULAR
NIEETIN OF THE PITTSBURGH
WATER AND SEWER AUTHORITY
HELD ON FEBRUARY 10, 2012.

at 63,,
Secretary 

 

Hm? Q,
g?

RESOLUTION O. 77 OF 2012

Authorizing Negotiations
with Veolia Water North America Northeast, LLC 7
Agreement for Interim Management and Consulting Services

WHEREAS, by Resolution No. 25 of 2012, The Pittsburgh Water and Sewer Authority
(the "Authority") authorized the solicitation of quali?cations and preposals for interim management and
consulting services; and

WHEREAS, ?ve ?rms submitted quali?cations and, of those ?ve, three ?rms
submitted technical and price proposals in reSponse to the Authority?s request;

the Authority?s Selection Committee, made up of Dan Deasy, Scott
Kunka, and Patrick Dowd, evaluated the preposals based upon the factors stated in the request for
proposals, and identi?ed Veolia Water North America Northeast, LLC (?Veolia Water?) as the

most quali?ed; and

WHEREAS, the Authority wishes to enter into negotiations with Veolia Water on the
terms of the Interim Management and Consulting Services Agreement.

NOW, THEREFORE, BE IT RESOLVED that the proper of?cers of The
Pittsburgh Water and Sewer Authority, on behalf of the said Authority, hereby authorize the Selection
Committee and the Solicitor to negotiate with Veolia Water North America Northeast, LLC on the
terms of an agreement for interim management and consulting services. The Selection Committee and
the Solicitor shall return to the Board for approval of the negotiated agreement.

DULY ADOPTED AT A REGULAR
MEETING OF THE PITTSBURGH
WATER AND SEWER AUTHORITY
HELD ON JUNE 8, 2012.

sic, (1 6f;
Secretf/ry

RESOLUTION NO. 78 OF 2012

Approving an Agreement for Interim
Executive Management and Consulting Services
with Veolia Water North America Northeast, LLC

WHEREAS, by Resolution No. 25 of 2012, The Pittsburgh Water and Sewer Authority
(the "Authority'D authorized the solicitation of quali?cations and proposals for interim management and

consulting services; and

WHEREAS, ?ve ?rms submitted quali?cations and, of those ?ve, three ?rms
submitted technical and price proposals in response to the Authority?s request;

WHEREAS, the Authority?s Selection Committee, made up of Dan Deasy, Scott
Kunka, and Patrick Dowd, evaluated the proposals based upon the factors stated in the request for
proposals, and identi?ed Veolia Water North America Northeast, LLC (?Veolia Water?) as the

most quali?ed;

WHEREAS, by Resolution No. 77 of 2012, the Authority authorized negotiation of
an Interim Executive Management Services Agreement with Veolia; and

WHEREAS, Veolia Water has proposed, and the Selection Committee
recommends, a shared value approach toward the management services and the contract, which

includes the following services:

- the services of a full time, on site Interim Executive Director, who will both
?il?ll the usual duties of the Authority?s Executive Director and will work with others at
Veolia Water and the Authority to recommend and implement changes approved by the

Board; 

- the services of a ?ill time, on site Study Manager, to manage and work with
the Authority in evaluating existing Authority operations, bringing in the appropriate Veolia
Water industry experts to assist in that evaluation and in recommending changes, and
managing the implementation of those changes when approved by the Board; and

0 the services of Veolia Water industry experts who will benchmark the
Authority?s performance against that of high-performing peers, analyze speci?c aspects of
the Authority?s business, and develop strategies for improvements.

Veolia Water has agreed to perform these various services at its cost, or
$150,572.00 per month including expenses, plus performance compensation upon the achievement of
certain key improvement initiatives to be developed collaboratively and approved by the
Board, and shared savings from revenue creating or cost saving initiatives developed collaboratively

and approved by the Board;

WHEREAS, the negotiated Agreement for Interim Executive Management Services,
attached, contains these and other terms acceptable to Veolia Water to the Selection Committee, and

to the Authority?s Solicitor; and

RESOLUTION NO. 78 OF 2012

Approving an Agreement for Interim

Executive Management and Consulting Services

with Veolia Water North America Northeast, LLC
Page 2

WHEREAS, the Selection Committee believes that the partnership with Veolia Water
will bring signi?cant value to the Authority, believes the terms of the attached Agreement to be fair
and reasonable, and recommends that the Board approve the Agreement.

NOW, THEREFORE, BE IT RESOLVED that the proper of?cers of The
Pittsburgh Water and Sewer Authority, on behalf of the said Authority, hereby approve the Agreement
for Interim Executive Management Services with Veolia Water North America Northeast, LLC.

DULY ADOPTED AT A SPECIAL

MEETING OF THE PITTSBURGH
WATER AND SEWER AUTHORITY
HELD ON JULY 12, 2012.

a 25/1

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