Exhibit MSD 84W ENGINEERING TIME AND MATERIALS CONTRACT REVIEW

Exhibit MSD 84W ENGINEERING TIME AND MATERIALS CONTRACT REVIEW February 2011

February 11, 2011 Audit Committee Metropolitan Sewer District 2350 Market Street St. Louis, MO 63103 Re: Dear Audit Committee Members: In conjunction with our overall engagement to provide internal audit services to the Metropolitan Sewer District ( District ), we have completed our Engineering Time and Materials Contract review. Our services were performed in accordance with the Professional Framework for the professional practice of Internal Auditing, as promulgated by the Institute of Internal Auditors (IIA). The accompanying report includes an Executive Summary and Project Overview, including our Findings and Recommendations. Because the procedures performed in conjunction with the review are more limited than would be necessary to provide an opinion on the system of internal accounting controls taken as a whole, such an opinion is not expressed. In addition, the engagement did not include a detailed audit of transactions that would be required to discover fraud, defalcations or other irregularities. This report is intended solely for the information and use of management and the audit committee and is not intended to be, and should not be, used by anyone other than the specified parties. The District s external auditors may be provided with a copy of this report in connection with fulfilling their responsibilities. We would like to express our gratitude to all employees involved with this project. Each person involved was accessible and responsive to our requests for information. Sincerely, RUBINBROWN LLP Chelle F. Adams, CPA Partner Direct Dial Number: 314.290.3329 E-mail: chelle.adams@rubinbrown.com CFA; NEC Enclosures cc: Mr. Brian Hoelscher Mr. Karl Tyminski

Table of Contents Page Executive Summary 1 Findings and Recommendations 3 Management Acknowledgement 16 Appendix - A. Conte nts of the Observation and Recommendations 17 B. Consu ltant/invoice Selection 18

Project Objectives & Scope METROPOLITAN SEWER DISTRICT The objectives of this engagement were to: EXECUTIVE SUMMARY Identify and evaluate the internal controls over Engineering Time and Materials contracts by conducting interviews of key personnel and reviewing documented District policies and procedures. Perform detailed testing of consultant invoices to determine that all costs submitted are properly supported and accounted for per the contract terms. Present the findings and recommendations to the District for review. The scope of this engagement included: A population of all consultants that have been appropriated Engineering time and materials contracts since 2003. A sample of consultants based on the total dollars the District expended to them since 2003. A selection of one contract per consultant based on the contract size and duration of the project. A sample of approximately 50-60 consultant invoices based on factors including, but not limited to: o Number of invoices o Number/timing of contract amendments o Invoice amount and composition (labor and direct cost) See Appendix for Consultant/Invoice population and sample selection statistics. 1

EXECUTIVE SUMMARY Findings and Recommendations The fieldwork for this review was completed in two phases: Phase I Gather the detail for testing and make requests from the applicable consultants by exercising the District s right to audit contract clause. See Appendix A for the selected consultants and contract information. Phase II Testing of submitted consultant invoices against source documentation, which the District does not currently require to be submitted, for review and approval. Based on our review, the items below highlight the significant findings: The District has standardized contract terms and conditions that address its accepted consultant invoicing practices. However, the consultants overhead and labor burden rate methodologies vary significantly. The rates reviewed for the nine selected consultants ranged from 120% to 200%. The range of rates falls within standards in the engineering / construction industry, but they appear to be inconsistently documented and enforced within the District. Four of nine consultants selected submitted invoices for direct labor in which the employee titles did not comply (match) with titles specified in the District s contract and/or amendments. The District accepted and paid these invoices despite the non-conformance to the contract terms without documentation supporting the decision to allow the payments. The current standard District engineering contract is not designed to closely control other direct costs charged by the consultants, such as technology and vehicle expenses. All findings and recommendations were discussed with management. Details are noted in the report attached immediately hereafter. 2

1 The overhead and labor burden rates vary significantly among consultants. The rates reviewed for the nine (9) selected consultants ranged from 120% to 200%. The range of rates falls within standards in the engineering / construction industry. While the District has standardized contract terms and conditions that address its accepted practices, these appear to be inconsistently enforced. Examples of the variation in the overhead and labor burden rates are as follows: 1) Seven (7) of the nine (9) consultants selected had audited overhead labor burden rates. Of these seven (7), six (6) consultants did not adjust their rates on the invoices per the District s standard contract. 2) One (1) of the nine (9) consultants selected used an audited Federal Acquisition Rate (FAR) overhead and labor burden rate, while the remaining consultants used a fully loaded rate. 3) Five (5) of the nine (9) consultants selected used a single overhead and labor burden rate. However, four (4) consultants used two to three varying rates (e.g., field, office). Moderate The District standard contract states: "Once an audited overhead rate becomes available, it shall be used to adjust any past billings for the period for which the audited overhead rate applies. The audited overhead rate shall become the new provisional rate until such time that the audited overhead rate for the next period becomes available." Establish consistent administration and application of the standard District contract terms and condition by considering the following: 1. Evaluate the current District standard contract language to ensure that the contract terms and actual District practices are consistent and meet the expectations of the District. 2. Ensure overhead labor burden rates are adjusted per the standard contract language. 3. Consider setting an overhead rate cap to preventatively control overhead rate fluctuations among the consultants. The items found in 1a through 1g below summarize the various overhead and; labor burden rate methodologies found during fieldwork. The District will adjust the contract language to address these issues while still providing flexibility to execute cost-effective contracts. Audited overhead values (if available) will be documented at the start of the contract and will be used to assist in development of documentation establishing the contract multiplier(s). Annually, the District will require a statement from contractor on status of the audited overhead rate and determine and document if any changes justify adjusting the multiplier for past year's invoices or future year's invoices. The District views this as a low risk finding. 3

1a HDR Engineering, Inc.: The overhead and labor burden rates invoiced were not in accordance with the contract. The standard District engineering contract stipulates that, as new/updated overhead and labor burden rates become available, these revised percentages are to be applied in the calculation of the consultants' invoices. Per review of HDR's invoices #3 and #13, HDR used the audited FAR for the year ended December 25, 2004. However, HDR did not update this rate in subsequent years' invoices. If the revised rates were properly used, this would not have affected invoice #3, but would have reduced the billings to the District on invoice #13 in the amount of $475.11. However, the District contract does not specify the rate to be used. Depending on the interpretation of the contract, HDR potentially should have been using the fully loaded audited overhead rates (vs. FAR). If HDR used the fully loaded audited rates, and revised the rates as applicable, this would have resulted in an increase in billings to the District of $5,389.74 and $3,684.37 on invoices # 3 and #13, respectively. Moderate 1. Evaluate the current District standard contract language to ensure the contract language is meeting the expectations of the District. 2. Ensure all overhead and labor burden rates are managed per the District standard contract. 3. Define the appropriate overhead and labor burden rate to be used throughout the life of each individual consultant contract (and subsequent amendments). 4. Review supporting documentation (e.g., audited labor burden rate detail) for all overhead and labor burden rates contracted. 5. Monitor the overhead and labor burden rates charged to the District via the monthly review process. Reject or short pay invoices for inaccurate consultant invoicing practices (i.e., not following the contract terms). 4 See #1 on page 3.

1b CH2M Hill, Inc.: The consultant used un-audited overhead and labor burden rates. The consultant used three different overhead rates (Office Engineering, Field, and Field Operations) relating to a different category of work performed; this policy is approved by the contract. Moderate Same recommendations as #1a on page 4. See #1 on page 3. The commercial overhead rate audited by KPMG (163.2%) was 0.2% higher than the Office Engineering rate used on the invoice. Had the actual audited rate been used, this would have resulted in an additional charge to the District of $7.40 and $14.44 on invoices #1 and #2, respectively. We were unable to obtain support for the Field Rate (132%). The Field Operations Rate (192%) was supported by an internal schedule that was not audited or otherwise approved by an independent third party. 5

1c RJN Group, Inc.: An audited overhead and labor burden rate was not available at the inception of the contract. Per the RJN CFO, documentation is not available to confirm the accuracy of the 175% overhead rate that RJN currently (as of 2004) charges the District (since the rate was not audited by an external auditor). Moderate Same recommendations as #1a on page 4. See #1 on page 3. The CFO provided an IDOT/MODOT rate of 191.76% that was reviewed (not audited) by DiGiovanni, McLaren & Associates in January 2005. The overhead and labor burden rate used on the District contracts was not adjusted to the current rate of 191.76% and remains at 175%. 6

1d Parson Water & Infrastructure, Inc.: Adjusted overhead and labor burden rates were not used. The standard District engineering contract stipulates that, as new audited indirect cost percentages become available, the revised percentages are to be used in the calculation of invoices. Moderate Same recommendation as #1a on page 4. See #1 on page 3. Per the samples selected, Parsons billed the District from 10/16/2006 to 1/7/2010 at the overhead rate of 174% (as stated in the original contract). Audited rates during the contract years were as follows: 2006: Office- 175.81%; Field- 157.12% 2007: Office- 168.75%; Field- 148.43% 2008: Office- 170.57%; Field- 147.66% 2009: Office- 172.56%; Field- 155.06% RubinBrown applied these rates to the sampled invoices (6 of 54 total invoices selected) and found a potential over billing of $9,382. 7

1e Black & Veatch Corporation: The overhead and labor burden rate per the original contract was used for all billings in subsequent years. The standard District engineering contract stipulates that, as new audited overhead and labor burden rates become available, these revised percentages are to be used in the calculation of invoices. For 2006 and 2008 invoices #7 and #19, the invoice rate was 181%. However, the audited rate used should have been 187.60% and 198.12%, respectively. Had the adjusted rates been used, this would have resulted in an increase in the amounts invoiced to the District of $397.17 and $1,360.26 on invoices #7 and #19, respectively. Moderate Same recommendations as #1a on page 4. See #1 on page 3. 8

1f Jacobs Engineering Groups, Inc.: The consultant charged the District overhead and labor burden rates below their audited rates. The standard District engineering contract stipulates that, as new audited overhead and labor burden rates become available, these revised percentages are to be used in the calculation of invoices. The consultant adjusted their rates, but not to the audited amounts. RubinBrown applied the audited rates to the sampled invoices (8 of 36 total invoices selected) and found a potential under billing of $75,105. Moderate Same recommendation as #1a on page 4. See #1 on page 3. 9

1g Kennedy Associates/Architects, Inc.: The consultant used un-audited overhead and labor burden rates. KAI switched from using a single overhead and labor burden rate to two separate rates for field and office work. However, in 2006 and 2009, the overall rate used in the calculation of the field and office rates that were used to bill the District did not agree to the audited overhead rate: Moderate Same recommendations as #1a on page 4. See #1 on page 3. 2006- Audited rate = 151.71%; KAI used 151.84% 2009- Audited rate = 146.90%; KAI used 147.09% Per KAI s Controller, the variances are due to a difference in how expenses were classified by the auditors as direct versus indirect/overhead. KAI's general ledger agreed to the audited financial statements in total and the classification difference was deemed immaterial by KAI, so no further investigation was performed. KAI is properly preparing retroactive adjustments to invoices when the most recent audited overhead rates (for the previous calendar year) are obtained, as per the contract. 10

2a Jacobs Engineering Groups, Inc.: The consultant submitted invoices with employee titles that did not comply (match) with those specified in the District contract and/or amendments. Jacobs Engineering submitted payroll system reports in which the employees' titles did not match those in the executed contract. The District accepted the incorrect titles. Jacobs provided RubinBrown with employee information that could be used to justify the rates charged, however, a direct mapping to the contract was not possible for all titles submitted to the District. Low 1. Ensure proper procedures are in place to adequately identify and validate that all rates charged to the District are appropriate and within the approved contracted terms. 2. Determine the severity of the invoice inaccuracy and then either a) communicate with the consultant the invoice error noted and the credit that will be taken against their next invoice, or b) reject the consultant invoice submitted for payment if it determined to be grossly noncompliant with the executed District contract and amendments. The District will formally request any adjustment to the billing rate schedules and issue appropriate contract amendments annually. This is a clerical procedure. Note that monthly reviews by The District staff did not allow for any inappropriate billings by the consultants. The District views this as a low risk finding. 11

2b RJN Group, Inc.: The consultant submitted invoices with employee titles that did not comply (match) with those specified in the District contract and/or amendments. In addition, in certain cases, the contract maximum rates were exceeded. RJN submitted the job titles listed in the contract, however, when they were compared to the rates in the contract, exceptions were noted. RubinBrown investigated these differences at the RJN office and found that due to a lack of accurate reporting, employee titles were incorrectly applied to the contract. This caused fluctuations with the employee s cost-rate (i.e., a field technician listed on the invoice with a maximum contracted rate of $20 was actually a field supervisor with a cost of $21. The $21 rate was billed to the District and paid). Rob Segar of The District reported this issue to RJN after the completion of RubinBrown's Phase 1 review. RJN reviewed each invoice submitted since contract inception and updated the titles to the actual employee titles. After the RJN update, RubinBrown noted $1,376.20 of over-charges on five (5 of 54 total) invoices reviewed, mostly attributable to the office administration job title. Low Same recommendations as #2a on page 11. 12 See #2a on page 11.

2c Kennedy Associates/Architects, Inc.: The consultant submitted invoices with employee titles that did not comply (match) with those specified in the District contract and/or amendments. KAI submitted payroll system reports with the employees' titles. The District accepted the titles, although they did not match those in the executed contract. Also, four project managers were invoiced at a direct labor rate above the contract or amendment rate. Five Admin I s were listed at a rate above the contract or amendment rate. The total over charged amount paid by the District was $44.00. Low Same recommendations as #2a on page 11. See #2a on page 11. 13

2d URS Corporation: Unauthorized direct labor rates appeared to be billed and paid. The URS contract did not have 2009 direct labor rates. URS billed the District using the 2008 rates plus a 5% increase. Sean Devoy of URS, provided the following explanation, "we do not have an approved direct labor rate table beyond 2008. The original rate table was based upon a maximum annual 5% increase which is the manner in which we viewed work in both 2009 and 2010." Low Same recommendations as #2a on page 11. See #2a on page 11. 3a HDR Engineering, Inc.: Hours billed do not agree to hours worked in accordance with the supporting documentation. Two HDR employees (Todd Williams, Project Engineer, and Terry McArthur, Quality Control) were invoiced for four (4) more hours than were logged on the Employee Labor Distribution Reports related to invoice #13. This resulted in a total of $365.12 in over-billings to the District. It should be noted, however, that several other employees were under-billed during this invoice period. Low 1. Ensure all invoices received are properly supported (i.e., details of hours billed and the rates applied to each employee). 2. Assess the materiality of consultant invoices that do not provide adequate support of hours and rates charged to the District and either a) communicate with the consultant that information was missing and, unless presented with appropriate documentation, a credit will be taken in that amount on a subsequent invoice, or b) reject the consultant invoice submitted for payment if it is determined to be grossly unsupported by valid documentation. Due to lack of impact to The District and the relative high cost of any corrective action, no procedural action will be taken other than to make project managers aware of this issue. 14

3b RJN Group, Inc.: Low Same recommendations as #3a on page See #3a on page 14. Billed employees do not match the 14. support. On invoice #26, RJN employee R. Fodge submitted 40 hours worked during the invoice period that was billed under A. Kirkpatrick; and M. Wood submitted 80 hours worked during the invoice period that was billed under E. McKeal. In each case, the rates were equal (Fodge/Kirkpatrick- $13, Wood/McKeal- $12.) Per the RJN Project Manager and CFO, this was due to the manual District invoicing process. As the rates were the same, there was no dollar impact to the District. 15

4 Four (4) of the eleven (11) consultants sampled charged for vehicle expenses. These expenses were not supported by documentation to defend the need for specialized equipment. In addition, the vehicle expenses were inconsistently charged, using either daily or monthly rates. Typically, normal vehicle charges should not be included as direct cost components on invoices since these costs are included in the overhead rate. In the event that specialized equipment is required to complete a contract (e.g., survey vehicles, core sampling, etc.), then it may be charged as direct costs. Low 1. Specify in the standard contract language the circumstances in which vehicle charges are allowable as a reimbursable other direct cost. 2. Require supporting documentation stating the purpose of any vehicle charges submitted for reimbursement and the reason that they are not accounted for in the overhead rate. 3. Consider limiting the rate that the District will allow for vehicle charges by using the Blue Book rental rates. The District agrees with this statement. However, the reason, need, and types of vehicles can vary greatly from project to project. Instead of just having undocumented negotiations with the consultants, The District will formally document the reason why and how vehicle charges are being allowed and require annual reviews per project. 16

5 Four (4) of the eleven (11) consultants sampled charged technology charges ranging from $1,000 to $3,500 per month without providing supporting documentation. Typically, technology charges are allowable as other direct costs when the technology (e.g., specialized or specific software) is outside the normal expectations of the industry. Therefore, standard and customary costs are included in the overhead rate and should not be passed through as additional direct cost. 6 Woolpert's maximum allowable rates contracted with the District were nearly four times higher than rates for the other contractors reviewed. Woolpert was unable to provide an explanation for the discrepancy in the maximum rates in the contract other than the District "approved" the rates. RubinBrown reviewed a sample of selected invoices and subsequent charges and found the actual rates charged appeared reasonable when compared to other projects/contractors. Low Low 1. Specify in the standard contract language the circumstances in which technology charges are allowable as a reimbursable other direct cost. 2. Require supporting documentation stating the purpose of any technology charges submitted for reimbursement and the reason that they are not accounted for in the overhead rate. 3. Consider limiting / capping the rate that the District will allow for technology charges. 1. Review and approval all maximum rate allowances for validity and consistency in the contract execution phase. 2. Ensure maximum rate allowances are appropriate to protect the District from abuse and fraud. The District agrees with this statement. How companies recover technology and communication charges and whether or not they are addressed in the overhead rate vary greatly among companies. Instead of just having undocumented negotiations with the consultants, The District will formally document the reason why and how communication, technology, and other unusual charges are being allowed and require annual reviews. See #3a on page 13. Note that no inappropriate billing was found because of this issue. 17

7 Stantec (Fixed Fee consultant): RubinBrown was unable to verify time card hours due to the lack of supporting documentation. Stantec was missing payroll system support for one (1) of three (3) invoices reviewed (invoice #3 for $12,540 of labor expense.) Per the Stantec Project Manager, no information was available due to the company's buy-out and accounting system change. The Stantec buy-out, formerly FMSM Engineering, occurred in 2007. The other sampled invoices were reviewed and no inconsistencies were noted. While there was no actual dollar exposure found in the samples reviewed, there is potential exposure to the District. Low Require that the consultants supply supporting documentation for all of the hours billed and rates applied to those employees. Due to lack of impact to The District and the relative high cost of any corrective action, no procedural action will be taken other than to make project managers aware of this issue. 18

MANAGEMENT ACKNOWLEDGEMENT I have reviewed the report including management responses. I agree with the observations and recommendations, unless otherwise indicated, and will take the appropriate measures and responsibility for implementing the corrective actions with the specified timeframes. Process owner s signature Brian Hoelscher, Director of Engineering 19

APPENDIX A CONTENTS OF THE OBSERVATION AND RECOMMENDATIONS Contents of the Observations & Recommendations The following is an overview of the content of the observations and recommendations contained in this report. Observation: Presentation of key operational and/or service issue. Exposure & Risk Rating: Assessment of the issue implications and value assignment of likelihood and impact of the identified issue / risk. The three categories are as follows: High: Observations that pose a significant risk to the District Moderate: Observations that pose a moderate risk to the District Low: Observations that pose a minor risk to the District Recommendation: Suggestions to assist management in formulating an action plan to address the issue / risk. Management Response: To be submitted to Internal Audit Services within 10 business days of receipt of final draft report by assigned stakeholders. Internal Audit will present this information to the District s Audit Committee until the issue / risk is resolved or sufficiently mitigated. 20

APPENDIX B CONSULTANT/INVOICE SELECTION # Consultant Engineering Consultants/Projects Selected CIPRO Number Eng. Number Approximate Contract Amount Project Manager % of Total Total Invoices # of Invoice Reviewed 1 Jacobs Engineering Groups Inc. 2007139 E - 1216 24,300,000 Karen Janson 28.84% 36 8 2 Woolpert Consultants, Inc. 2007140 E - 1214 14,000,000 Rob Segar 16.62% 36 8 3 RJN Group Inc. 2003080 E - 1041 12,499,975 Rob Segar 14.84% 54 5 4 Black & Veatch Corporation 2005058 E - 1161 990,461 Dan Hornick 1.18% 29 2 5 HDR Engineering, Inc. 90017 E - 1135 900,000 Michelle Meier 1.07% 20 2 6 Parson Water & Infrastructure Inc. 2005122 E - 1173 7,955,000 Mark Koester 9.44% 54 6 7 Kennedy Associates/Architechs Inc. 2003094 E - 1086 9,234,433 Greg Rebman 10.96% 68 6 8 URS Corporation 2003094A E - 1085 8,248,522 Greg Rebman 9.79% 60 6 9 CH2M Hill, Inc. 2008132 E - 1266 6,000,000 Dave Friedrich 7.12% 2 2 10 Stantec (Fixed Fee Consultant) 2007040 E - 1202 126,471 John Shrewsbury 0.15% 11 3 11 Horner & Shifrin* 46 2 * This firm was removed from sampling. Total: 84,254,862 416 50 21