AGREEMENT FOR CONSULTING SER\TICES THIS AGREEMENT FOR CONSULTDIG SERVICES ("Agreement") is made this 2013 by and betweenThe

City of St. Louis, a constitutional day of chartercity and political subdivisionof the Stateof Missouri (the "City"), throughits Water Division at 1640S. Kingshighway, St. Louis, Missouri 63110(the"SLWD"), havingits principalplaceof business andexisting andVeolia Water North America-Central, LLC, a limited liability corporationorganized 1400East, place at 101 W. Street, Suite a of business Washington Delaware, having underthe laws of ("Veolia"). Indianapolis, lndiana46204

A. Studies have determined that SLWD will be required to seek rate increasesfor water qsageunless additional efficiencies can be identified. Rate increases for water usage especially impaets low income households and B. businessesthat are large water users. Water usage rate increasescould negatively impact the ability of businesses to grow and increase employment

C.

to qualitywater at initiativesandaccess The City hascommittedto sustainability

itv in order to

SLWD
to

to "Ci

be operational

and expert skill City

forth, and Veolia is willing to accept the engagement upon such terms and conditions.

qualified to

However, the City has no interest and the Charter of the Ciff of St. Louis does G. not pennit the purchase,lease or control of SLWD. 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 PIIASE I SERVICES

t.l Scope of Phase I Serviees. In response to the possibility of water usage rate increases(see "Exhibit A') and to advance goals of the City sustainability plan (see "Exhibit B"), the City hereby engages Veolia as an independent contraetor to perform the Phase I Services set forth in Exhibit A, consistent with its Proposal dated [[DATE}],2012 (the "Proposal'), whieh is incorporated herein by reference (the "Phase I Services"). In the event of any disparity between the Technical Proposal and Exhibit A, the provisions of Exhibit A shall control. Veolia hereby agreesto perform the PhaseI Services ,upon the terms and conditions hereinafter set forth. Veolia shall furnish one (1) full time professional and visits frorn subject matter experts as necessaryto provide the Phase I Services. The Phase I Services shall include collaboration with and

0704 10/M0394-58337 2.6

assistanceto SLWD personnel, and shall be a sfudy of the organization and operation of the Water Division lasting four months in duration. As described in Exhibit A, Phase I shall culminate in the preparation and delivery of an "Operational Efficiency anclRevenue Creation Analysis" (the "Analysis"). The Analysis will include Recommended Initiatives that Veolia suggests for implementation by the SLWD. 1.2 Phase II Services. After delivery of the Analysis at the conclusion of PhaseI, the SLWD will review the Recommended Initiatives and will determine which it intends to implement and the method ttrat it intends to do so. The SLWD's determination of which Recommended Initiatives it wishes to implement shall be within SLWD's discretion and any decision to implement an initiative will constitute an independentdecision of the City and SLWD consistent with Section 1.7 below. The City may select Veolia to assist it in implementing the initiatives identified for implementation and thereafter in monitoring and analyzing the ongoing effectiveness of such initiatives (Phase II Services) (hereinafter the term "Services" shall apply to either or both PhaseI Services and PhaseII Services unless otherwise designated). In that event, Veolia and the City will negotiate with respect to the scope of work and payment for the Phase II Services. Phase II Services will awarded and delivered by mutual agreement only, but will be consistentwith the Services description set forth in Exhibit B. In the event Veolia is not selectedfor PhaseII services,the City shall have no further obligation to Veolia and the Crty may select another contractor to perform the same or similar servicespo..,ruit to the City's usual contractor selection processes.

unqua

from WD

by Veolia or other to any such personnel

other staff in workshops, for the supply of data, to integrate with the Veolia professionals in developing, identiffing, and implementing initiatives, and to otherwise support the Services provided by Veolia. 1.4 Steering Committee. The Services shall be performed under the general supervision of a Steering Committee, which shall meet or otlerwise confer monthly at the commencementof the Term and thereafter, upon such frequency as the majorrty of those serving on the Steering Committee may determine. The City initially designates three Steering Committee members, including the chairrran. Curtis B. Skouby is the City's initial designeeas Steering Committee chairman. The City shall designatetwo other representativesto the Steering Committee and Veolia shall be eintitled to designateone Steering Committee member, which member shall initially be Should any member of the Steering Committee be unable to serve on the Committee f.r t""."tl the party ""y designating that person shall designatehis replacement. Meetings of the Steering Committee may Ue inperson or through electronic meanssuch as telephone or internetlconferencing 1'5 Reporting. The Veolia professionals shall submit reports to the Steering Committee on a monthly basis, or on such other frequency as the Steering Conrmittee shall reasonably d'eterrnine. 1.6 Conflict of Interest. Veolia represents that it presently has no conflicting interest, agreements, or obligations and reasonably expects none to occur. During the term of this

07041 0/ 44039 4-58337 2.6

to conflictwith be expected in any activitiesthat may reasonably not to engage Veolia agrees Agreement, without the City's prior written consent. to be providedhereunder the Services Veolia's provisionof the Limitations on Scopeof Services. Notwithstanding 1.7 of the andmaintenance for operation the City and SLWD will at all times be fully responsible Services, its facilities,includingbut not limited to eachof the following: 1.7.1 Ultimate responsibility for compliance with all applicable permits, decrees,regulations,and all other applicable laws at the facilities, authorizations,.consent including without limitation environmental,employment,health and safety, and other legal requirements; and capital improvements T.7.2 All decisions related to operations,maintenance, relatedto the facilities; and of dquipment,supplies,chemicbls,utilities, repair, replacement, 1.7.3 Purchase of its or capital improvements with the operation,maintenance, any other costs associated facilities; andmanagement andsubcontractors, for all SLWD employees 1.7.4 Full responsibility
of all and m the

prohibited the City of

ARTICLE

2 -. TERM

This Agreement is effective as of the date first above written and, unless earlier terminated in accordance with the provisions hereof or otherwise amended by mutual agreement, shall have a Phase I Tenn of four (4) months and a Phase II Term only by mutual agreement.

ARTICLE

3 - COMPENSATION

the City For the performance of the PhaseI ServiOes, Phase I Compensation. 3.1 ($250,000), which shall be payable in four equal will pay Veolia Two Hundred Fifty Thousand Dollars monthly pa5rments of $62,500 beginning on the execution of this Agreement. 3.2 Phase If Compensation. Both engagement and compensation for Phase II Services will be subject to mutual agreement of the parties with respect to scope of services, method of compensation,means of determination of savings, and terms of payment. Additional Services. Should the City or the SLWD desire additional services 3.3 are over and above Phase I or Phase II, such additional services may be engagedand charged on a "tliat mutually agreeable and negotiated basis. No additional services shall be undertaken by Veolia without a written agreement or amendment duly executedby the City.

4-5 8337 070410I 44039 2.6

No Withhotding. All sums of money paid to Veolia pursuant to this Agreement 3.4 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 insurancetaxes and similar items, and shall be evidencedby one or more Forms 1099 issued by the City to Veolia in accordancewith applicable law. ARTICLE 4 - RELATIONSHIP OF PARTIES

4.1 Independent Contractor. It is understood by the parties that Veolia is an independentconkactor and iiretained by the City only for the pu{posesand to the extent set forth in this Agreement. Veolia is not authorized to bind the Crty of SLWD in any manner or to incur any obligation, eipenditure or liability on behalf of or.against the City, or to make any representation or warranty on behalf of the Crty of SLWD. 4.2 No Benefits. Veolia, its employees and agents, are not employees Af the City' The City will not provide employee benefits or entitlements of any kind or nature, including health insurance benefits, paid vacation, or any other benefits for Veolia or its employees or agents. Neither Veolia nor its employees or agentsare eligible for unemployment or workers' compensationbenefits from the City.

TICLE 5 rds. V
lll

I perforrn
the and

diligence

that
ion for the

an

Veolia
shal

prov ible its

or

its Services
and the

Engineering Services. If the Phase II Services include professional engineering 5.2 services, all such services shall confonn to sound professional and 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 thd City will agreein writing with respect to any project that will include such within its scope.
Payment to Subcontractors. Veolia shall promptly pay all of its subcontractors, 5.3 and other personsit engagesto perform the Services. Should Veolia fail to do so, the City subconsultarrts, may after notice to Veolia and a failure by Veolia to cure, retain out of any payment due Veolia an amount sufficient to dischargethe same. ARTICLE 6 -- INSURANCE Prior to beginning any Services under this 6.1 Coverages required-Veolia. insurance,designatingthe City as an additional of certificates to City deliver the Veolia shall Agreement, coverages: insured,evidencingthe following minimum

2.6 4-58337 07MtO| 44039

Form 6.1.1 ComprehensiveGeneral Liability shall be written including Broad operationcoveragewith a Broad andProducis/completed contractors, contractual,Independent attached. Form Liability Endorsement ($5,000,000) 6.1.2 Minimum primary limits of liability of five million dollars shallbe provided' and aggregate per occulrence bodily injury unaprop".ty damage combined by the law shallbe writtenas required Auto Liability Insurance 6.1.2 Comprehensive bodily combined ($1,000,000) of Missouri, but with limits of not lessthan one million dollars per'occrurence' injury andpropertydamage of five 6.1.3 ExcessUmbrella Liability Insuranceshall be earried in the amount and inflation reflect year to every reviewed to be with suchlimits million dollars ($5,000,000) faetors other appropriate of Veolia of every tier shall be required to carrv: Workers' Subcontractors includ General loyers LiabilitY;

tity.

pf to reflect

economlc

policy duration. Except where stated otherwise in Subsections6.1 above, the 6.2 of this policies or coverages required by this Seetion shall be maintained during the entire Tenn Agreement. Ratings. All insurance coveragesmust be placed with insurance carriers having an 6.3 AM Best rating of A. or equivalent rating' Notice to City. Veolia shall, within three (3) business days of receipt of notice 6.5 6.1 that coverage will be suspended voided, from any insurer with respect to a policy required by=S-ect1o1 provide dfi"_l notice to the ctty by insure4 ; certificate holder be deleted as an additional ;;l[t, Agreement, Veolia shall provide the this of return-receipt requested. During the Study Term the ""rtif."al-uil, City with certificates for all renewal or replacement policies required by Section 6.1. Notwithstanding the earrying from Veolia fact that it has been in compliance with this Section, nothing herein shall excuse required insurance under'thii Agreement and a failure to do so shall constihrte a breach. Deductibles. A11deductiblesand self-insuredretentionsunder policies requiredby 6.6 'this Seclion 6 shall be the responsibility of the named insured' Certifrcates of Insurance. Upon execution of this Agreemenl Veolia shall 6.7 any certificate provide certificates of insurance evidencing coverage. The failure of City to pursue or obtain

2.6 4 -58337 0704l0 | 44039

of insurance or to point oxt any non-compliance of any certificate 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.

ARTICLE

7 .- INDEMNITY

7.1 Indemnity. To the fullest eXtent permitted by law, Veolia shall indemniff, defend, and hold harmless the City and SLWD, its officers, directors, agents and employees, from and against any and all claims, damages,losses,attorney's and other expensescausedby the performance of Veolia under this Agreement, including but not limited to for bodily injury, death, or physical injury to tangible property, or the loss of use thereof caused by the negligent acts or omissions or intentional misconduct of Veolia, its employees,agentsor personsfor whose acts Veolia may be liable. In addition, to the fullest extent permitted by law, Veolia shall indemniff, defend, and hold harmlessthe City, its ofFrcers,agents,and employees from any infringeinent or claim of infringement by the Services or any part of the Services of any patent, copyright, trade secret or other rhird-party rnte intellectual property right. Veolia agreesto 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 City may be representedby and actively participate through its own counsel in any such infringement suit o; be paid by Vegfia, Without in an !!8, and th"*gg*S qf_sqch representation

theServidEffiffif
joined,V the City Serviceswi
ll, at the

or

option eolia lt t o ue us non-infrin

affected

properly or ine but is

agrees to may

eflorts to fromVeol

reduce any

ARTICLE

8 - INTELLECTUAL

PROPERTY

8.1 Ownership of Deliverables; The specific reports and related documents that are deliverable by Veolia under this Agreemenf including specifically the Phase I Analysis and any further developmental documents prepared as part of the PhaseII Services, shall be owned by the City. 8.2 IP Developed by Veolia and License to City. Veolia shall be entitled to all right, title, and interest in and to-all ideas, conceptions, discoveries, inventions, improvements, designs, metnJas, techniques, processes, and software, whether or not subject to patent or copyright proteciion, that are developedby Veolia as part of the Services(the 'Veolia-Divelopei a,";. proviaela,however, that Veolia hereby grants to the City a license in, to, and for the use of the Veolia-Developed Ip; The license granted bereunderis irrevocable, perpetual, fully paid, non-exclusive and shall be construedIo allow the-City to fully implement and utilize all ideas, conceptions, discoveries, inventions, improvements, desigas, methods, techniques, processes,and software resulting from the Phase I services.. Th" li""nre shali be provided to the City at no cost. The City shall have the right, in its sole discretion, to use all or any portion of the Veolia-Developed IP on otirer projects within the SLWD, including projects that may be 'self-performedor submitted to other consultantsfor implementation.

a7 0410| 44039 4-58337 2.6

ARTICLE g.1

9 - CONFIDENTIALITY

Confidential Information. Except as required by Missouri's SunshineLaw, except Section610:010to 610.200 RSMo., neither parg shall, either during performanceof the Services, with the prior written consent of the other, communicate or divulge to, or use for the benefit of any other person, firm, association, or corporation, any confidential or proprietary information of the other parly, including technical information in respect to products and services, business methods, product design infonnation, market research and studies, future plans, business affairs, pricing, margins, discounts and costs, or related trade secrets. During its performance of serviqes under this Agreement, prior to disclosing any confidential information that is requested by Court order, subpoena or pursuant to Missouriis Sunshinelaw, Section 610.010 to 610.200 R.S.Mo., the Clty may allow Veolia the option, subject to the bond requirement below, to seek to prevent such disclosure by (i) filing a declaratory judgment action pursuant to $ 6i0.027 RSMo. to ascertain the propriety of closing the subject records or materials; or (ii) defending the City against a claim that a disclosure is required by law. In eithet case, Veolia shall pay all expenses,including attorneys' fees associatedwith such actions and indemniff the City against any liabilify for failure to disclose the confidential information. The City shall provide prior written notice to Veolia as is practical under the circumstancesand such notice shall contain the provision that Veolia has the options described herein. If Veolia shall elect to exercise one of its option hereunder, of lia provide a bond irya form

business affairsl pricing,

I term of the product discounts The same

Advertising and publicity. Veolia may use the SLWD's.name in news releases, 9.2 publicity statements, web sites, interviews, articles, brochures, client listings or other advertising or marketing materials provided that such reference is based upon previously-disclosed public facts.

ARTICLE

10 _ LIMITATION

OF LIABILITY

Limitation of liabilify. Beyond the cost of frrnishing replacement Servicesand 10.1 proceeds of recoverable insurance provided for herein, and notwithstanding any other except for the provision in this Agreement, Veolia's aggregateliability to the SL\MD fo1 any and all claims and losses whatsoever resulting from or in any way attributable to erors, olnissions, or other acts of Veolia, its subcontractors, agents, and employees during Phase I, shall in no ease exceed the amount received by Veolia forPhase I services under this Agreement. Any similar limitation for PhaseII must be negotiated as part of the PhaseII agreement. Waiver of consequential damages. In no circumstance shall either party or any lO.2 of its offrcers, directors, agents, employees, subcontractors,consultants or subconsultantsbe liable to the other or the other's successorsor assigns,for loss of profits, loss of use, or for remote, incidental, indirect, 'or consequential damages ot special loss or damage of any kind, whether or not foreseeable,including, but not limited to increased expensesor costs in excess of estimates.Any protection against liability for lossesor damagesafforded any individual or entity by these tenrrs shall apply whether the action in which

4-58337 2.6 07041 0/ 44039

recoveryofdamagessoughtis based on contract, tort (including sole,concurrent or othernegligence and -or strict liability of any protectedindividual or entity), statute on any other theory. To the extent permitted by law, any statutory remedies which areinconsistent with thesetermsarewaived. ARTICLE 11-COMPLIANCE WITH LAWS In the performance of the Services,Veolia shall comply with all applicable laws, ordinances or regulations of any govemment authorityor agency havingjurisdiction ('Applicable Laws,,), includingbut not limitedto the City's DBEA4BE/WBE guidilinescontained in Executive Order#2g. ARTICLE 12-SUBCONTRACTING AND ASSIGNMENT Noneof the Services covered by this Agreement shallbe subconffacted or assigned without the prior written approvalof the SLWD. Provided,however,that SLWD has consented to the use of the following subcontractors : . Suchapprovalor consent will not relieveveolia of its oblieationsunder this Agreement. The SLWD reserves the righl acting reasonably, to object and require the relhcement of
any subcontractor who is hired or retained without the SLWD's prior *.itt"o

proposed assignment by the SLWD and City shall be basedupon whetherthe bestinterestsof the City and residents yggl4..Qeserved by the assrgnment. *g:$- t must be the authoritv for City as

consent. Consideration of a

ARTICLE

AC

equl t. The will ide, at no cost to i4 suitable the at the SLWD's in the of the inbl and chairs, conference equipmenf copiers and facsimile devices, internet olt*ort, and telep-hones. The SLWD will also provide Personal Protection Equipment as reasonably requested for safe u"""r, to the Facilities. 13.2 Computers and safety equipme4t. Veolia will be responsible for supplying computers, cell phones, and related productivity equipmen! for the work undertaken for its agentsand subcontractors. "*fif'oy""i 13-3 Site and data access. The City and SLWD will ensurethat the Veolia employees and-subconfoactorsporforming the Services have, for the duration of this Agreement, such access to the SLWD's facilities, infonnatio_n technology systems'and data as may be necJssary and appropriate to the perficnnance of the Services. Such u"".s *ili include: 13-3.1 Access, at the Steering Committee's discretion and in a manner reasonably equivalent to tfe SLWD's managers, to networks and data systems that gather, track, and ."port operational and cost information, including but not limited io ac"ess tolCape systems, asset management systems, enterprise resource management or equivalent cost tracking systems, and existing benchmarking documentation. ' 73-4 Facilitating communications. The City and SLWD will provide Veolia,s access to and communication with deparhnents of the Cify of St. Louis and other agencies and auttrorities where necessaqr or appropriateto performanceof the Services.

07M I0/ 44039 4 -5833'7 2.6

ARTICLE 14 _ FORCE MAJEIJRE or by eittrerparty shall constitutedefaulthereunder No delay or failure of performance by fire or other give rise to any claims.for damageif, and to the extent,suchdelay or failure is caused in any way by the affectedparty,or by govemment delaynot caused casualty,labor disputeor transportation act of God, act or omissionof the other anticipatable, or military action, inclementweathernot reasonably parly or its other contractors,failure of any govemmentauthority to timely review or to approvethe control. beyondthe affectedparty's reasonable or any othercause Services or to grantpermitsor approvals, ARTICLE 15 _ EXCLUSTVTry from any To the maximum extent permittedby law; the.City or SLWD will not purchase to the PhaseI substantially consulting services similar person or entity other than an afiiliate of Veolia providedby Veolia duringthe Termof this Agreement. Services ARTICLE 16- TERMINATION Termination. The Citv
or no reason
have the

's sole

to terminate the Services or any part ich

as the City
Phase

during Initiatives il
nation.

es. In s willpay City wi

been se

yV a its lgmp sum the

AS

the Phase

by Veolia,
termination

izedby

16.1 shall

promptly assign and transfer to the City, as directed by the City, all subcontracts, orders, and commitments that the City may request be transferred or assigned(if any), and Veolia shall execute and deliver the same and take all such action as the Crty rnay require to firlly vest in the City the right of Veolia in and to the same. In the alternative, the City may direct that Veolia cancel all subcontracts, orders, and commitments. Survival. Notwithstanding the expiration or termination of this Agreemen! the 16.2 and that by their senseand context survive the termination or expiration of this Agreement rights obligatio:rs will so survive.

ARTICLEIT

--NOTICES

Unless otherwise notified in writing, each party shall send notices and other communications to the other party atthe addressshown below:

To the City:

The City of St.Louis WaterDivision Attention:Mr. CurtisB. Skouby 1640S. Kingshighway St. Louis,Missouri63i 10

4 -58337 2.6 070410 /44039

With a copyto: St.Louis City Counselor 1200MarketSheet, Room314 St.Louis.MO 63i03

To Veolia:

Veolia Water North America-Central, LLC Atterition: General Courisel 200 E. Randolph Street,79thFloor Chicago,Illinois 6060'1 Email : generalcounsel@veoliawaterna.com ARTICLE 18_ DISPUTESOR CONTROVERSIES 18.1 Amicable resolution. The City andVeolia will endeavor to resolveall disputes

amicably. 18.2 Reference to senior management. In the event that a dispute cannot be amicably resolved by the participants, it shall be referred to the Steering Committee for resolution.

ffthe
otherwise,

Rules("

Rules") in
to the

ARTICT,}I. 19 -. MISCELI,ANEOUS 19.1 Incor:poration of recitals. Agreement are incorporated herein by reference. The recitals appearing at the beginning of this

lg.2 Entire agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedesall prior negotiations. This Agreement shall not be modified, amended, altered, or supplemented except by agreement in writing duly executed by both of the parties hereto. 19-3 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 meanssuch as facsimile'or electronically-mailed.pdf files. lg.4 Applicable law. This Agreement shall be governedby and construedand enforced in accordancewith the laws of the State of Missouri, without reference to its conflicts-oflaws principlds. 19.5 No third-party beneficiaries. This Agreement shall createno rights in any party ,other than the City and Veolia utrO no other party is intend-ed to be a third-party beneficiary ;f thit Agreement,exceptas may be specifically indicated herein.

070410 / 44039 4 -58337 2.6

19:6 Ileadings. Section headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreementfor any purpose. Severability. In the event that any of the provisions of this Agreement are found lg.i to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Unauthorized Alien Employees. As a condition for the award of this contrac! 19.8 Contractor, shall, pursuant to the provisions of Sections 285.530 through 285.555 of the Revised Statutes of Missouri 2000, as amended, by sworn affidavit (attached hereto as Exhibit -J *d provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with this Agreement. Contractor shall also sign an affidavit (attached heieto as Exhibit J afFrming that it does not knowingly employ any person who is an unauthorized alien in cbnnection with this Agreement pwsuant to the above-stated Statutes. Living Wage Requirements. This Contract is iubject to the City's Living Wage lg.g Ordinance (Ordinance #6559I). The Ordinance requires that all individuals performing work pursuant to this contract must be paid,, atminimum, the applicable wage rates set for in the Living Wage Bulletin (Attachment A). If wage rates are adjusted during the term of the contract, then the applicable rates must also be adjustedby the contractor. The Living Wage Ordinance can be found at:

9.10

this Agreement

PageFollows] [Signature

4-58337 2.6 070410| 44039

WITNESS:

TIIE CITY OF ST. LOUIS

By:Date

WITNESS:

VEOLIA WATER NORTH AMERICA-CENTRAL,

LLC

Date

ParrieL. May, Register

Date

0'1 04| 0/ M0394-58337 2.6

EXHIBIT

PhaseI Services Veolia will provide staffto SLWD for the following PhaseI Servicesrelated to (a) management consulting of Ut" existing operations and (b) study of the existing operations to identiff cost All expensesfor the management consultantsand study personnel will savings *d "ffi"i"ncies. be included in Veolia's cost. Project Structure:

anddirection will provideguidance - The Steering Committee Committee Steering I of the project. Veolia will providestaffto work with SLWD senior duringPhase Committee. on the Steering management
Operational Efficiency And Revenue Creation Analysis Report -- Veolia will analyze SiWn operations and prepare a report summarizing the findings during PhaseI of

of th" Jl,lPiPgl1iul11tgE,?33lx:"-d andareas All deparhrents theAgreement.

that will eiffipr i

Revenue Dwing
may be of the to the tasks

low or no savings in operational cost or improvements in quallty and eliminated from consideration. The decisions on task addition and elimination willbe made by the SteeringCommittee.

Conversely, ffer the

CreationAnalysisTasks Efficiency And Revenue Operational . Analysis DistributionSystem . ' ' . ' . Non-revenuewater audit Metering,meterreadingandmetermaintenance (UGAM) AssetManagement Distributionpiping, Underground Gls/Inspection Fleetreliability andmaintenance

andPumpingAnalysis Plant Operaiions ' and control SCADA instrumentation

o:rc,qniuotsq-s833l2.6

' . r .

Treatrnentplant operationsand water quality Lab operationsand lab data management Energy efficiency and sustainability Above-Ground Asset Management (AGAM)

Business Management Analysis Customer service and the Customer Information Svstem

. .

Purchasing and inventory IT and dataarchivins andretrieval

Opportunities for additional wholesale water sales

Implementation of findings - SLWD will make the final decision of whether to proceed with additional phases of the project . If SLWD decides not to implement the Operational

be

070410| 44039 4-5833't 2.6

EXIIIBIT

PhaseII Services

The City of St. Louis, in its sole discretion, may retain Veolia to perform Phase II services pursuant to and with the authority of the Agreement For Consulting Services. However, each project performed as part of PhaseII Serviceswill be delineated in writing and will be'subjectto mutual negotiation and agreement with respect to compensation and terms. The Steering Committee will determine how to proceed regarding recornmendations contained. in the Operational Efficiency And Revenue Creation Analysis Report. Each recornmendationwill have either a key perfbrmance indicator (KPI) or a shared savings component for compensation. Additionally, each adopted recommendation will be siheduled, implemented and paid as agreed upon. The parties understand and agreethat this description of PhaseII servicesmay be revised after completion of PhaseI.

KPtrs will be developed for tasks that do not have a direct and apparent savings

beneficial for SLWD operations. A KPI, for componentbut are considered I

and is. The savings ir to SL and

work ill incl

letion.

lost time defined Steering

savings component. The Steering Committee will establishthe baselineagainst which progress and savingswill be measured.
.

During PhaseII, Veolia will provide support on a monthly basis. Such support will be in the form of technical, advisory, planning, and review services for the implementation of Operational Efficiency And Revenue Creation Analysis Report recommendations. The support may include training, software implementation, .and detailing of recommendationsto assist in their successfulimplementation.

070410|4403 94-58337 2.6

EXHIBIT C

\ \\ \ :. \

STATE OF

couNTYoF

SS.

)
AF'FIDAVIT

appeared'Notary Public,personally Beforeme,the undersigned

(Name), I am of sound mind, capable of making My name is this Affidavit, and personally acquainted with the facts herein stated: I am the

(PositionlTitle) of

. (Contractor)

I have the legal authority to make the following^assertions:

(co
of Statutes

.currently with

lled rn to 5 through

285.5
peis

of the @ised Statutes

2000,
any

not who is an unauthorized alien in conhection with this Agreement.

AfFrant

my name and afflrxedmy official IN WITNESS WHEREOF, I have hereuntosubscribed

sealthis _ day of

20
Notarv Public

Expires: My Commission

2.6 4-58337 0'1 04| 0/44039

r
EXHIBIT D Affirmative Action program to Insure Nondiscrimination and Fair Employment practices 1. Contractor agreesthat in performing under this contract he nor anyone under his control will permit discrimination against any employee,worker or applicant for employment becauseof race, creed, color, religion, national origin or ancestry. Contractor will take affirmative action to ensure that applicants are employed, and that ernployees are'treated fairly during employment without regard to their race, creed, color, religion, national origin or ur,""rtry. Such action shall include but not be limited to, his aetion to bar, employ, upgtad", o, ,."*it; expel, discharge, demote, or transfer; layofl terminate, or createintolerable working conditions; iates of puy1. - : other forms of compensation;and selection for training, including apprenticeship. 2. Contractor, during his performance under this contract, will in all printed or circulated solicitations, or other advertisement or publication for employees placed by or on behalf of the contractor state that all qualified applicants will receive meaningful consideration for employment without regard to race, creed, color, religion, national oiigin, or ancestry. The contractor will not make any inquiry in co^nnection with oyment which
ily

igi his
that he to will

shouldit his the F

the fair Practices Divi

positive practices
of the St. to be

on ten taken by the contractor to achieve the provisions of his program.

4. '. Contractor will permit reasonableaccessby the City to such persons,reports and records as are necessaryfor the pu{pose of ascertainingcompliance with fair imployment practices. 5' In the event of the contractor's noncompliance with the nondiscrimination clausesof this contract, or to furnish information or permit his books, records and accounts to be inspected, within twenty days from date requested,this contract may be canceled,terminated or suspended in whole^or in part and contractor may be declared ineligible for further City contracts, for the period of one year, by the option of the City of St. Louis provided furthei, in the event this contract is canceled, terminated or suspended for a failure to comply with fair employment J -----practices the contractor shall have no claims for any damagesagainst tile City. 6' Contractor further agrees that these clauses (1 through 6) on discrimination and equal opportunity practices in all matters of employment and irainitrg for employment will be incorporated by contractor in ali contracts or agreementsentered into with suppliirs of materials or sqrvices, contractors and subcontractors; and all labor organizations,-fumishing skilled, unskilled and craft- union skilled labor, or who may perfo*Ly such iabor or services in connection with this contract-

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vendor, with litigation by a subcontractor, is suedor t}reatened the contractor Whenever 7. these #5 of through #1 clauses with the asa resultof compliance individual,groupor association, shall notiff the City Counselor practices, sucheontractor provisions relatingto fair employment suit within ten days. in writing of suchsuit or threatened

THE AMERICANS WITH DISABILITIES ACT

The Americanswith persons with disabilities. against The City of St. Louis doesnot discriminate with on disability.Vendorsdoing business based DisabilitiesAct (ADA) prohibitsdiscrimination the City of St. Louis must comply with the Americanswith Disabilities Act and provide on the of their complianceefforts as requiredby the Commissioner documentation necessary Officeof the Disabled. Disabled,

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