SMITH, FRANCES ARLENE

6/3/2008

APPEARANCES (CONTINUED):
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA 1
IN RE: KATRINA CANAL BREACHES CONSOLIDATED LITIGATION
2
CIVIL ACTION
3 ALSO PRESENT:
NUMBER: 05-4182 "K"(2)
JUDGE DUVAL
4
MAG. WILKINSON 5 PHILIP G. WATSON
PERTAINS TO: MRGO & ROBINSON 6
(NO. 06-2268)
7 MICHAEL A. BAILEY CLVS
8
VIDEO DEPOSITION OF FRANCES ARLENE SMITH,
3743 East 82nd Street, Tulsa Oklahoma 74137, taken in 9
the offices of ARMY CORPS'S TULSA DISTRICT
HEADQUARTERS, 1645 South 101st East Avenue, Tulsa, 10
Oklahoma 74128, on Tuesday, June 3rd, 2008. 11
12
13
14
15
16
17
18
19
20
21
22
23 REPORTED BY:
24 CERI-ANNE WEBSTER, CCR, RPR
25 Certified Court Reporter
Page 1 Page 3

1 APPEARANCES: 1 EXAMINATION INDEX

2 2
3 BRUNO & BRUNO 3 EXAMINATION BY: PAGE:
4 (BY: SCOTT L. JOANEN, ESQUIRE) 4 MR. JOANEN 6
5 855 Baronne Street 5
6 New Orleans, Louisiana 70113 6
7 ATTORNEY FOR MRGO AND ROBINSON 7
8 8
9 JONES DAY 9
10 (BY: DEBRA S. CLAYMAN, ESQUIRE) 10
11 51 Louisiana Avenue N.W. 11 EXHIBIT INDEX
12 Washington, D.C. 20001 12
13 ATTORNEY FOR WGI 13 EXHIBITS: PAGE:
14 14 1 6
15 U.S. DEPARTMENT OF JUSTICE 15 2 66
16 TORTS BRANCH 16 3 106
17 CIVIL DIVISION 17 4 110
18 (BY: TAHEERAH K. EL-AMIN, ESQUIRE) 18 5 123
19 (BY: JEFFERY P. EHRLICH, ESQUIRE) 19 6 126
20 Room 8095 North 20 7 132
21 1331 Pennsylvania Avenue N.W. 21 8 133
22 Washington, D.C. 20530 22 9 133
23 ATTORNEYS FOR DEPARTMENT OF JUSTICE 23 10 135
24 24 11 139
25 25 12 140
Page 2 Page 4

1 (Pages 1 to 4)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 S T I P U L A T I O N 1 tell you that the reason we filed that is to let

2 2 everybody know that this deposition will take place
3 IT IS STIPULATED AND AGREED by and among 3 and they are welcome to be here. This procedure
4 counsel for the parties hereto that the deposition of 4 allows us to ask you questions as if we were in a
5 the aforementioned witness is hereby being taken under 5 court of law. And, therefore, you have been sworn to
6 the Federal Rules of Civil Procedure, for all 6 the tell truth as if you were in court. Do you
7 purposes, in accordance with law; 7 understand?
8 That the formalities of reading and signing are 8 A. I do.
9 specifically not waived; 9 Q. The questions that I will ask you, I will
10 That the formalities of sealing, certification, 10 ask you to give affirmative responses of yes or no
11 and filing are specifically waived; 11 instead of uh-huhs and uh-uhs because the court
12 That all objections, save those as to the form of 12 reporter here is taking everything down. She is going
13 the question and the responsiveness of the answer, are 13 to produce a transcript; it is like a little booklet
14 hereby reserved until such time as this deposition, or 14 of all of the things that are said and it is very
15 any part thereof, may be used or sought to be used in 15 important that she get down everything accurately
16 evidence. 16 because she is not here to interpret what we are
17 17 saying. She is here to take down exactly what we say
18 * * * * 18 so that other people when they review this transcript
19 19 will understand what was being said and what was being
20 20 conversed. Do you understand that?
21 CERI-ANNE WEBSTER, Certified Court Reporter, in and 21 A. I do.
22 for the State of Louisiana, officiated in 22 Q. If at any time you need to take a break or
23 administering the oath to the witness. 23 any other type of rest, just let me know. This isn't
24 24 a marathon. I'm glad to take a break whenever you
25 25 need so. If you do need to take a break, just tell
Page 5 Page 7

1 FRANCES ARLENE SMITH, 1 me. Is that okay?

2 3743 East 82nd Street, Tulsa Oklahoma 74137, after 2 A. That's fine.
3 having been first duly sworn by the above-mentioned 3 Q. What I will try and do is ask you questions
4 Court Reporter, did testify as follows: 4 and please allow me to finish my questions before you
5 EXAMINATION BY MR. JOANEN: 5 give your answer so the court reporter can take things
6 Q. Could you state your full name for the 6 down. I will try and grant you the same courtesy of
7 record, please? 7 allowing you to finish before I ask my next question.
8 A. My name is Frances Arlene Smith. 8 Do you understand that?
9 Q. Ms. Smith, my name is Scott Joanen. I am an 9 A. That is fine.
10 attorney. I represent the plaintiffs in the MRGO and 10 Q. If, in fact, we do start to get to a point
11 Robinson case. We are here for your deposition today. 11 where we get informal and start talking over each
12 Okay? 12 other, I will stop you and say please let me finish my
13 A. Okay. 13 question because sometimes my question when it is not
14 Q. Have you ever given a deposition before? 14 finished, may not be what you think the question is
15 A. I have not. 15 going to be and, therefore, it may be inaccurate. Do
16 Q. A deposition is an informal process whereby 16 you understand that?
17 I can ask you questions about a variety of topics 17 A. I do.
18 relative to the litigation at hand. 18 Q. If at any time you don't understand my
19 MR. JOANEN: 19 question, please ask me to repeat it. I will be glad
20 I will show you what I will mark as Exhibit 20 to do so. Is that okay?
21 Number 1; this is the notice of deposition. 21 A. That's fine.
22 (Exhibit 1 is marked for 22 Q. Do you have any questions of me before we
23 identification.) 23 get started?
24 BY MR. JOANEN: 24 A. No.
25 Q. For the purpose of the record, I'm going to 25 Q. Okay. How long were you employed with the
Page 6 Page 8

2 (Pages 5 to 8)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Corp of Engineers? 1 years it was somewhere in '68, '69, thereabouts, or

2 A. Since 1986. 2 were there any gaps in between?
3 Q. And what was your educational background to 3 A. For Central State it was a year and a half
4 get you to the Corps of Engineers? 4 after high school. Tulsa Community was here. I came
5 A. I had been employed with other agencies. I 5 to -- I worked -- I went to college here from -- some
6 transferred here. 6 time between '86 and when I retired in 2000 -- I don't
7 Q. How far did -- did you graduate from high 7 remember when I retired; three years ago. I'm sorry.
8 school? 8 I don't remember the years I went to school.
9 A. Yes. 9 Q. Okay. If you tell me you don't recall
10 Q. And what high school did you graduate from? 10 something, that is perfectly acceptable.
11 A. John Marshal in Oklahoma City. 11 A. It was something you block. It was so much
12 Q. And what year did you graduate? 12 fun.
13 A. 1966. 13 Q. Do I understand that after a year and a half
14 Q. After you graduated from John Marshal High 14 at Central State, you entered the workforce or did
15 School, did you continue with your formal education by 15 you --
16 going to college or other higher education? 16 A. I was already in -- I entered the workforce
17 A. Yes. 17 while I was still in high school. I started at Tinker
18 Q. Where did you go? 18 Air Force Base.
19 A. Central State University. 19 Q. Where is that located?
20 Q. And where is that located? 20 A. In Oklahoma City.
21 A. Edmond, Oklahoma. 21 Q. What did you do with them?
22 Q. Okay. Did you graduate from that facility? 22 A. I worked in the personnel office in the
23 A. I did not. 23 testing area.
24 Q. How far did you advance? 24 Q. Were you military or civilian?
25 A. I was there a year and a half, and then I 25 A. Civilian.
Page 9 Page 11

1 continued my education here in Tulsa. 1 Q. How long did you work with Tinker Air Force
2 Q. At what establishment? 2 Base?
3 A. Tulsa Community College. 3 A. That summer.
4 Q. Did you receive any degrees from Tulsa 4 Q. Okay. And while you were in Central State,
5 Community College? 5 did you maintain employment?
6 A. No, I did not. 6 A. Yes.
7 Q. How long did you go to Tulsa Community 7 Q. Okay. What did you do?
8 College? 8 A. I continued working for the Civil Service
9 A. I have a total college background of two 9 Commission.
10 years. 10 Q. Okay. Doing what?
11 Q. Did you have anymore formal education after 11 A. I continued working in -- for -- I'm sorry.
12 Tulsa Community College? 12 I don't remember the job title, but I worked for them
13 A. Only with the Corps of Engineers. 13 for seven years.
14 Q. What did you study at Central State 14 Q. Tell me job title, generally what type of
15 University? 15 responsibilities did you have?
16 A. Business background. 16 A. They were progressive, and they were
17 Q. And what did you study at Tulsa Community 17 clerical in nature; worked for them for two or three
18 College? 18 years; then transferred back to Tinker Air Force Base
19 A. Business also. 19 and continued to be a supply clerk.
20 Q. After -- what year was it that you left 20 Q. And this was still as civilian personnel?
21 Tulsa Community College? 21 A. Yes.
22 A. I'm sorry. I don't remember. 22 Q. At any time, were you in the military?
23 Q. Okay. Suffusive to say it was -- if you 23 A. I have not been.
24 were -- graduated in '66, a year and a half at Central 24 Q. At the end of that seven-year period with
25 State and two years at Tulsa -- or a total of two 25 the Civil Service Commission, what did you then do?
Page 10 Page 12

3 (Pages 9 to 12)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. I have 34 years with the federal government 1 part-time person and --

2 as a civilian. 2 Q. Okay.
3 Q. From the time that you -- that seven-year 3 A. -- they put me back on full time.
4 period with the Civil Service Commission, which is 4 Q. So when you -- after you finished this
5 about seven years up until 1986 when you started with 5 four-year period where you were in sales with your
6 the Corps, what did you do? 6 husband, the next thing you did was return to the
7 A. Okay. I started with the federal government 7 Corps of Engineers --
8 in 1986. I have continued with the federal government 8 A. Yes.
9 until I retired three years ago. I had a four-year 9 Q. -- is that correct? At the time you
10 break in service. During that four years, I worked as 10 returned to the Corps, what was your job description,
11 a salesperson with my husband selling to schools, 11 and what did you do?
12 doing fund raising with children. All of my other 12 A. For one week, I was in travel. I figured
13 experience is with the federal government in civil 13 travel and paid travel.
14 service -- civilian service. 14 Q. Like what you had done before?
15 Q. And what year did you start with the Corps 15 A. Exactly.
16 of Engineers? 16 Q. Okay.
17 A. I had service from 1976 to 1979, and then I 17 A. Then for two weeks, I was in finance and
18 came back in 1986 until I retired. 18 accounting. I'm not even sure what my job title was.
19 Q. From '76 to '79, what did you do with the 19 It was so short.
20 Corps? 20 Q. Okay.
21 A. I worked in finance and accounting. 21 A. And then I was pulled into the contracting
22 Q. What kind of responsibilities did you have 22 division as their person responsible for disposal of
23 with finance and accounting? 23 excess property. I had that position for about five
24 A. I paid travel. I worked and paid -- I 24 months. I was promoted to a contract specialist.
25 figured travel and recommended payment of travel. 25 Q. Was there any special training you had to go
Page 13 Page 15

1 Q. From 1979 to 1986, was that part of the 1 through to become a contract specialist?
2 four-year break that you had in service? 2 A. No. I had the background.
3 A. The four-year break in service was from '80 3 Q. Was contract specialist something you
4 to '84. 4 applied for?
5 Q. Why did you leave the Corps in 1979? 5 A. Yes.
6 A. My husband was transferred to Witchita, 6 Q. What type of procedures are there when you
7 Kansas. 7 apply for such a position? Is there an interview
8 Q. Was he military? 8 process where you generate a curriculum vitae, or is
9 A. No. 9 that already in the system?
10 Q. Did you work in Witchita, Kansas? 10 A. You just fill out a one-page document
11 A. Yes. 11 requesting personnel add your name to a list that goes
12 Q. Was it government related? 12 to the supervisor that has requested names to fill the
13 A. Yes. 13 position.
14 Q. What branch did you work with? 14 Q. Okay. And how long did you remain as a
15 A. Internal Revenue Service. 15 contract specialist?
16 Q. Did you stay with the Internal Revenue 16 A. Until I retired.
17 Service from -- until 1980 when you took your break? 17 Q. When you said that you were involved with
18 A. I worked -- yes. 18 the disposal of excess property, what does that mean?
19 Q. And then through 1984, you were involved 19 A. The Corps of Engineers generates property
20 with sales with your husband. Then when you returned 20 being it typewriters, cars, trucks, any type of things
21 to the workforce in '84, thereabouts. What did you do 21 that the Corps of Engineers has and once they are used
22 from the time you returned to the workforce until the 22 up or become old or broken, we have to dispose of
23 time you returned to the Corps in 1986? 23 those.
24 A. I may have the dates wrong. I'm not real 24 Q. Okay.
25 sure, but I came back to the Corps of Engineers as a 25 A. We dispose of our own property.
Page 14 Page 16

4 (Pages 13 to 16)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Q. Okay. So from -- after that, you became a 1 documents to go out to a list of contractors that we
2 contract specialist which was mid to late '80s; you 2 maintained, and we also advertised to the general
3 remained in that position up until your retirement 3 public; anyone who wanted those documents could have
4 just a few years back -- 4 those. We put the advertisement out and people
5 A. Yes. 5 applied for them, engineers, construction firms
6 Q. -- correct? Were there any special classes 6 applied for our work. We had a bid opening. We
7 that you have had during the time where you were a 7 opened the bids. We made the award to the lowest
8 contract specialist that would have been offered to 8 responsive responsible bidder. We did a background
9 you? 9 check. We -- if the lowest bidder was within the
10 A. Yes. 10 range of the money that we had, we made an award. The
11 Q. And what kind of classes were those? 11 document -- the award document was then turned over to
12 A. I'm sorry. I can't name all of them. There 12 our Engineering and Construction Division, and then
13 are about 20 of them. I have been to all of the 13 they were responsible for the building and
14 required classes that a contract specialist is -- has 14 construction of whatever we awarded whether it was a
15 to go to advance through the levels that you go to. I 15 building or a damn or whatever we had awarded; a road.
16 retired as a GS-12. I was a contracting officer. I 16 Sometimes we had road constructions within our parks.
17 also had two supervisory classes. 17 Q. Okay. Would you as a contracting
18 Q. Did any of the classes that you took involve 18 specialist -- and is a contracting specialist
19 engineering principles? 19 different than a contracting officer?
20 A. I'm sorry. I don't understand that 20 A. We are the same thing.
21 question. 21 Q. Okay.
22 Q. Okay. How about do you know what hydrology 22 A. Everybody is a contracting specialist.
23 is? 23 Q. Okay.
24 A. No. 24 A. There are only a few people that become
25 Q. Hydrology generally -- I am not an 25 contracting officers.
Page 17 Page 19

1 engineer -- but it is the study of water affects on 1 Q. How does one become a contracting officer?
2 structures. Did you have any classes similar to that? 2 A. Through education and training.
3 A. No. 3 Q. Training, being on-the-job training, or is
4 Q. Do you know what geotechnical engineering 4 there some formal training you go through --
5 is? 5 A. Both.
6 A. No. 6 Q. -- with an outside vender?
7 Q. Again, I'm not an engineer, but generally it 7 A. No. Both.
8 is the study of soils and its properties and how it is 8 Q. Okay. The education, was any of your time
9 utilized in construction. Have you been in any 9 spent at Tulsa Community College part of the education
10 classes such as that? 10 that you had to become a contracting officer?
11 A. No. 11 A. (Nods head affirmatively.)
12 Q. Have you had any classes of those 20 classes 12 Q. And those were all business type classes,
13 that involved flood control projects; the design, 13 correct?
14 engineering, and maintenance of flood control 14 A. (Nods head affirmatively.) Yes. Yes.
15 projects? 15 Sorry.
16 A. No. 16 Q. Nothing at Tulsa Community College; no
17 Q. Have you had of those 20 classes, any 17 engineering classes, correct?
18 classes that involve excavations in soil removals? 18 A. Engineering -- to become a contracting
19 A. I had no classes that involved anything 19 officer, you must have a business degree. However,
20 other than how to award a contract. 20 because the laws changed in 1994, there were several
21 Q. Thank you. Generally what is the Corps of 21 of us who were grandfathered in. We had had more than
22 Engineers -- when you were a contracting officer, what 22 10 years of experience and of background and classes
23 was the process in awarding a contract? 23 that we had had a number of business hours or whatever
24 A. I received documents from the Engineering 24 that we had had previous to this, made us eligible to
25 and Construction Division. I assembled those 25 become contracting officers.
Page 18 Page 20

5 (Pages 17 to 20)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Q. So in essence I take it, you were given 1 Q. Would there be a time when you would
2 credit for on-the-job experience? 2 follow -- as a contract specialist, would you follow
3 A. Yes. 3 the project even out of curiosity to see how things
4 Q. The -- so my question ultimately, though, 4 were working out?
5 was at Tulsa Community College, did you take any 5 A. Yes.
6 engineering courses? 6 Q. Would you in your position, would it be
7 A. No. I have never taken any engineering 7 allowed for you to make comments or recommendations to
8 courses. 8 the Engineering and Construction Division regarding
9 Q. In what year did you become a contracting 9 the contract --
10 officer? 10 A. No.
11 A. I'm sorry. I don't know. I don't remember. 11 Q. Again, let me finish my question so the
12 Q. Do you remember how many years you were a 12 court reporter can take it down.
13 contracting specialist before you became -- strike 13 A. I'm sorry.
14 that. That is a bad question. When you started as a 14 Q. I take that as an emphatic no?
15 contracting specialist, are you part of a team? 15 A. No. Let me explain, if I may?
16 A. No. You are a person. 16 Q. Sure.
17 Q. Okay. And you handle individual contracts 17 A. As I was told many times, This is the Corps
18 individually? 18 of Engineers, not the Corps of contracting.
19 A. Everyone has their own workload. Every 19 Q. Point made. Where was Shepherd Air Force
20 contract specialist that has their own workload. In 20 Base located?
21 my case, I was assigned a specific facility. My 21 A. Witchita Falls, Texas.
22 facility was Shepherd Air Force Base. I did all of 22 Q. While you were the contract specialist and
23 the construction at Shepherd Air Force Base when I was 23 you were assigned to Shepherd Air Force Base, were you
24 assigned a facility as a contract specialist. That 24 still here in Tulsa?
25 was my facility to begin with -- 25 A. Yes.
Page 21 Page 23

1 Q. Okay. 1 Q. Would there be a need for you to travel to

2 A. -- when I was first assigned a -- as a 2 Witchita Falls to Shepherd Air Force Base to see how
3 construction person; when I was first assigned 3 things were progressing?
4 construction. 4 A. There was no need for me to do that.
5 Q. So at Shepherd Air Force Base, there would 5 Q. Suffusive to say, most of your work was
6 be, I take it, an Engineering and Construction 6 performed in-house here at Tulsa headquarters for that
7 Division that would decide that some work is needed to 7 project?
8 be performed. They were performed or developed some 8 A. Yes.
9 type of specifications. Is that correct? 9 Q. When you became a contracting officer, was
10 A. Yes. 10 that a promotion of sorts?
11 Q. Those specifications would then be 11 A. No.
12 documented and given to a contract specialist such as 12 Q. What was -- what would be -- how would you
13 yourself. Is that correct? 13 describe the difference to someone of what your
14 A. Uh-huh (affirmative response.) 14 responsibilities were as a contract specialist and
15 Q. Who then takes the process the next step 15 then a contracting officer?
16 further and putting it out into the community and deal 16 A. The difference? Is that what you are asking
17 with the bidding process. Is that correct? 17 me?
18 A. Yes. 18 Q. Yes. I'm trying to understand what the
19 Q. When you were at Shepherd Air Force Base 19 difference is of what your responsibilities are, and
20 once these awards were made, did you maintain any 20 what you do. People salute you because you are an
21 degree of supervision over the project? 21 officer?
22 A. No. 22 A. No. The difference is as a contract
23 Q. It was then awarded -- transferred back to 23 specialist, you do the work.
24 the Engineering and Construction Division? 24 Q. Okay.
25 A. Yes. 25 A. As a contracting officer, you can sign the
Page 22 Page 24

6 (Pages 21 to 24)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 document that awards the contract the task order or 1 contract specialists in the district who had Tinker,
2 the modification. By signing that document, you are 2 who had Altus, who had other facilities within our
3 obligating the Government to those funds. If you sign 3 district. Tulsa District is a large district; large
4 an erroneous document or award funds that are not 4 construction district.
5 there, you can go to jail. So when you are a 5 Q. Sure. But you in particular, did you have
6 contracting officer, you sign something -- you are 6 any other large --
7 putting your name on a document; you are signing up to 7 A. No.
8 go to jail if you do something wrong. As a contract 8 Q. -- responsibilities, or how long did your
9 specialist, you don't ever have to go to jail. 9 responsibilities with Shepherd Air Force Base
10 Q. It begs the question, why would anybody want 10 continue?
11 to be a contracting officer? 11 A. I'm sorry. I don't remember.
12 A. That is a good question because a lot of 12 Q. Was it a number of years or months?
13 people don't want to be contracting officers. 13 A. A number of years.
14 Q. Do they become contracting officers anyway? 14 Q. And your responsibilities, you don't recall
15 A. No, they don't. 15 when you quit working on the Shepherd Air Force Base
16 Q. You have a right to refuse that -- 16 project?
17 A. Yes. 17 A. Approximately 1996, 1997.
18 Q. -- designation? 18 Q. During the time that you were involved with
19 A. Yes, sir, you do. 19 the Shepherd Air Force Base project, were there any
20 Q. When you are assigned as a contracting 20 other major projects that you were associated with?
21 officer, are there any special classes that you have 21 A. No.
22 to go to particular for that obligation and 22 Q. Did you ever become a contracting officer
23 responsibility? 23 while you were working on the Shepherd Air Force Base
24 A. You know, I don't remember if there are. 24 project?
25 Q. Do you recall in your years as a contract 25 A. I'm sorry. Repeat that.
Page 25 Page 27

1 specialist, how many projects you were assigned? 1 Q. Did you ever become a contracting officer
2 A. No, I do not. 2 while working on the Shepherd Air Force Base as a
3 Q. And by -- I guess that is an inartful 3 opposed to a contract specialist?
4 question. I apologize. I was thinking Shepherd Air 4 A. You are always a contract specialist.
5 Force Base was one assignment. Obviously you have 5 Q. Okay.
6 many, many contracts associated with that Shepherd Air 6 A. I was already a contracting officer.
7 Force Base? 7 Q. Okay. So you were -- while working on that
8 A. Oh, yes. 8 Shepherd Air Force Base project, you were signing the
9 Q. That seemed to be one of your main projects 9 documents that were binding the Government to commit
10 at least initially? 10 the monies, correct?
11 A. Uh-huh (affirmative response.) Yes. 11 A. My dollar authority was $1 million. I could
12 Q. Were there a number of main projects like 12 not have signed anything greater than $1 million.
13 that that are too numerous to count, or can you rattle 13 Q. And there is a stratification of
14 off a few? 14 authorizations as contracting officer?
15 A. At the time that I was assigned Shepherd Air 15 A. Yes.
16 Force Base, we were -- Shepherd was being built up and 16 Q. And what criteria are there that advance the
17 a lot of training was going on at Shepherd, and we 17 contracting officer to the levels of stratification?
18 were doing multimillion dollar building facilities. 18 A. Repeat that or rephrase it.
19 And I can't even tell you how many awards we did. We 19 Q. What criteria does the Government have for
20 did a lot of design build there. We did a lot of -- 20 contracting officers to have more authorization? Like
21 that means we did a lot of construction there. There 21 you said you have $1 million. What was the criteria
22 was a lot of money appropriated in that particular 22 that you would then become -- having a higher signing
23 year. 23 authority?
24 Q. Okay. 24 A. My branch chief had unlimited. If we had to
25 A. I was assigned Shepherd. We had other 25 have a higher -- we had to have a dollar -- a larger
Page 26 Page 28

7 (Pages 25 to 28)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 dollar value, he signed above me. 1 A. Yes.

2 Q. Was the branch chief military or civilian 2 Q. What is the TERC? What do you understand
3 personnel? 3 that to be?
4 A. My whole division including -- which 4 A. Total Environmental Recovery Contract.
5 division chief, branch chief, we were all civilian. 5 Q. With that contract, was that part of the
6 Q. You had said that approximately 1996, 1997, 6 HTRW --
7 you completed your responsibilities at Shepherd Air 7 A. No.
8 Force Base. What was your next project that you went 8 Q. -- project?
9 to? 9 A. I'm sorry.
10 A. I moved into responsibility of working 10 Q. When did you first become involved with a
11 with -- directly with the HTRW projects. 11 TERC type contract?
12 Q. For the record, can you tell us what HTRW 12 A. Well, the TERC here again is -- the TERC is
13 is? 13 an HTRW contract. Okay?
14 A. An acronym. Hazardous Toxic Radiological 14 Q. When did you first become -- when did you
15 Waste. 15 first start working with a TERC contract if, in fact,
16 Q. Was there any special classes or -- 16 you ever did?
17 A. Training. 17 A. I did. When I started -- when I transferred
18 Q. -- training you had to go through to prepare 18 from the Shepherd into that work.
19 to handle these HTRW projects? 19 Q. Was the TERC a different type of contract
20 A. Yes. 20 than other contracts that were being utilized in the
21 Q. What kind of courses were those? 21 HTRW projects?
22 A. What does it mean? What does HTRW mean? 22 A. Yes.
23 There was a class I took in Denver. How does it 23 Q. What made that one different than other
24 happen? Who is responsible for cleaning it up? That 24 projects?
25 is about it. Yes, there was -- yes. 25 A. It was a cost reimbursable contract.
Page 29 Page 31

1 Q. Was there one course in Denver or a number 1 Q. What does that mean?
2 of courses? 2 A. Cost reimbursable contract is a contract
3 A. One. 3 that the contractor gets paid for how well he does his
4 Q. Other than the one course in Denver, were 4 work.
5 there any other formal training programs you went 5 Q. What are the other types of contracts that
6 through to then become qualified to work on the HTRW 6 are under the HTRW other than the cost reimbursable?
7 project? 7 A. Fixed price.
8 A. I know that there was the one required. 8 Q. What is a fixed price contract?
9 There may have been a couple of others that I took 9 A. Wait a minute. Let me think. Let me think.
10 along the way. I don't know that they were required, 10 I don't think fixed price applied into the TERC.
11 but they were at least -- 11 Q. No. Under HTRW?
12 Q. Available? 12 A. Well, under HTRW, you can have fix priced
13 A. -- helpful. 13 contract where the fee is built into the price.
14 Q. While you were with the Corps, did you 14 Q. Can you describe that to someone who doesn't
15 maintain a résumé, or curriculum vitae, of those 15 understand these HTRW contracts? You say the fee is
16 courses you would have taken? 16 built into the price?
17 A. Yes. 17 A. Okay. If you bid a project -- when you bid
18 Q. Would that still be in possession of the 18 a project, you have a certain cost that your company
19 Corps? Do you know? 19 incurs. That cost is built into how much you quote to
20 A. Should be. 20 remediate the damage; your overhead, your profit,
21 Q. If I were to -- well, okay. Thank you. Do 21 everything is built into the cost. The cost
22 you recall what the first HTRW project you began 22 reimbursable it is not; it is a separate fee.
23 working with? 23 Q. I understand that the TERC had a number of
24 A. No. 24 task orders and that is how it would be dolled out to
25 Q. Do you know what the TERC is? 25 the various subcontractors. Is that correct?
Page 30 Page 32

8 (Pages 29 to 32)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. Yes. 1 task orders before 26?

2 Q. Do you recall what the first task order you 2 A. Well, that is Washington.
3 worked on under the TERC was? 3 Q. Washington Group had Task orders 1 through
4 A. No. 4 26?
5 Q. The task order that was ultimately awarded 5 A. Yes.
6 to Morrison-Knutson, which then became WGI, which 6 Q. I didn't realize.
7 dealt with the Eastbank Industrial Area was Task Order 7 A. You cannot -- okay. You have to understand
8 26. Do you recall that? 8 you are asking me 1 through 26 were under the same
9 A. Yes. 9 contract. Task orders are only awarded to the same
10 Q. Did you work on any task orders before 10 contractor. You cannot award any other task order to
11 Number 26? 11 another contractor under the same contract. This
12 A. Yes. 12 contract was specific to Washington.
13 Q. Do you recall how many you worked on? 13 Q. So the TERC was awarded to --
14 A. No. 14 A. This, this TERC was awarded only to
15 Q. Do you remember the types of projects that 15 Washington.
16 you worked with on any of those task orders? 16 Q. Okay.
17 A. With Washington? 17 A. Other contracts -- other task orders under
18 Q. With -- no. Under the task order -- did 18 this contract went to Tar Creek, to Pine Bluff.
19 Washington have all of the task orders? 19 Q. Were you involved in any way in the bidding
20 A. No. 20 and awarding of the TERC?
21 Q. I understand your testimony to say you had 21 A. No.
22 worked on prior task orders of 26? 22 Q. Do you recall who in the Corps of Engineers
23 A. Uh-huh (affirmative response.) 23 was involved in the contracting out of that contract?
24 Q. What were the projects that you worked with 24 A. Contracting out?
25 through task orders? 25 Q. Well, the contracting specialist, whoever
Page 33 Page 35

1 A. Okay. Restate your question. I'm not -- 1 would have been dealing with -- strike that. Was the
2 I'm sorry. I am not understanding what you are asking 2 TERC handled by the Corps of Engineers through a
3 me. 3 contracting specialist as were the contracts that you
4 Q. My understanding is task orders are for 4 dealt with at Shepherd Air Force Base?
5 specific projects? 5 A. Rephrase that.
6 A. Yes. 6 Q. Was the TERC handled by a contracting
7 Q. For example, Task Order 26 dealt with the 7 specialist in the same way that the other contracts
8 Eastbank Industrial Area? 8 were bid --
9 A. Right. 9 A. No.
10 Q. -- down in New Orleans? 10 Q. -- at Shepherd Air Force Base?
11 A. Right. 11 A. No. I understand what you are asking, no.
12 Q. That would lead me to believe that there is 12 Q. How was the TERC different than the other
13 25 task orders before that -- 13 ones?
14 A. Right. 14 A. Okay.
15 Q. -- would involve other projects for HTRW 15 Q. Whatever you know of it?
16 projects? I'm asking you what other projects that you 16 A. Okay. Shepherd Air Force Base contracts
17 recall -- do you recall working on? 17 were bid and were awarded to the low bidder generally.
18 A. We had projects at -- several projects at 18 The TERC was a $260 million contract. That is a huge
19 Pine Bluff. Damn. I'm sorry. I cannot remember all 19 dollar figure. You don't just go out on the street
20 of the places that we had Washington -- oh, we had -- 20 and find somebody for that. We advertised. We had
21 Q. Don't worry about Washington. What other 21 huge numbers of contractors who came in and applied
22 task orders were you working on where in the country? 22 for that job. We had boxes -- more boxes than would
23 A. Well, you are asking me specifically for 23 fill this room. We had probably 50 to 75 people
24 Washington Group? 24 involved in evaluating the contractors who applied.
25 Q. No. Not yet. I am asking you of the 25 25 We had people come in from Southwest District. We had
Page 34 Page 36

9 (Pages 33 to 36)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 people come in from Kansas City; from the different 1 A. It was from mining.
2 Corps of Engineers' offices to help us evaluate the 2 Q. What was your scope of involvement with this
3 contractors and select the best qualified. That is 3 Tar Creek project?
4 how we came up with who we selected. 4 A. Modifications to the task order.
5 Q. Were you involved in any way with that 5 Q. What is a modification to a task order?
6 evaluation and selection process? 6 A. A modification changes the existing task
7 A. I was not. 7 order; changes the existing scope of work. Sometimes
8 Q. Do you know whether the task orders had been 8 a modification just adds dollars. Sometimes when we
9 identified at the time that the original evaluations 9 award a task order, award the scope of work, we don't
10 were taking place for the TERC? 10 have all of the money that we need at the time so we
11 A. They were not. 11 just have to add money to it.
12 Q. Do you know what lead the Government to 12 Q. Other than the changing of monies -- the
13 believe that it needed to have a TERC contract in 13 modifications to award more monies, what other -- what
14 place? 14 types of changes are needed in these projects from
15 A. No. I -- what lead them to believe at -- 15 a -- I guess my background from a lay perspective, it
16 no. I do not know what lead them to believe that. 16 seems like the project would be identified to say we
17 Q. At any time, did you become involved with 17 need to do all of this, and it would be identified as
18 the awarding of the TERC project prior to it being 18 what the scope of the work would be. Is that not the
19 awarded to Morrison-Knutson? 19 that way it works? They tell them to get started and
20 A. No. 20 they go as they -- figure it out as they go?
21 Q. Do you recall when it was actually awarded 21 A. You are asking what type of modification
22 to Morrison-Knutson? 22 changes we would have?
23 A. No. 23 Q. Yes.
24 Q. What was the -- do you recall what the first 24 A. For one, every time that labor -- Department
25 task order you became working -- 25 of Labor has wage-rate changes, we have to incorporate
Page 37 Page 39

1 A. No. 1 new wage determinations so that we keep the employees

2 Q. -- on? Do you remember what area of the 2 being paid the correct wages. That is very important.
3 country it was, or what project it would have been? 3 If that happens, we immediately have to put that in.
4 A. (Shakes head negatively.) 4 It is retroactive to whenever that change happens. If
5 Q. Not by Task Order number like 3 or 4. Maybe 5 something that is encountered that no one knew or
6 you would have been at Pine Bluff or Tar Creek? 6 could foresee, totally new, no one had any idea that
7 A. Uh-uh (negative response.) 7 would cause a change. It is a change order.
8 Q. Were you involved with the Tar Creek 8 Modification is also called a change order
9 project? 9 modification/change order. It just depends on whether
10 A. Uh-huh (affirmative response.) 10 the engineers agree that could cause a change order.
11 Q. What was that project? 11 Sometimes the modification is in the favor of the
12 A. Yes, I was. Tar Creek? 12 Government; sometimes it was not. It is in the favor
13 Q. Yes, ma'am. 13 of the contractor. It just depends.
14 A. Had to do with the abatement of led in the 14 Q. You brought up an interesting point. You
15 soil. 15 said when the engineers agree. Does the contracting
16 Q. Did the Tar Creek project take place before 16 specialist, does the contracting officer have any
17 the Pine Bluff project? 17 input as to whether modifications are needed or should
18 A. I don't recall. 18 be presented?
19 Q. Where is -- where was the Tar Creek project? 19 A. Only on labor.
20 A. Picher, Oklahoma. 20 Q. And that is where you say the Department of
21 Q. Pitcher as in water pitcher? 21 Labor -- Department of Labor wage change would be
22 A. Uh-huh (affirmative response.) P-I-C-H-E-R. 22 involved?
23 Q. Was that -- was it ever identified what the 23 A. (Nods head affirmatively.)
24 source of the led was; was it a military 24 Q. Do you recall whether the Tar Creek project
25 establishment? 25 was completed?
Page 38 Page 40

10 (Pages 37 to 40)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. No. I'm sorry. I don't. 1 Bluff, were those task orders numbered before 26?
2 Q. If a project such as the Tar Creek project, 2 A. I don't recall.
3 as an example, were to be completed, what would be the 3 Q. Were you involved in any way with the
4 terminology used for any documentation to show that it 4 supervision of subcontractors for the Washington Group
5 is done, completed; the contractor is paid, and all 5 on the task orders for Tar Creek and Pine Bluff?
6 issues with that project are resolved? 6 A. The Corps of Engineers cannot supervise a
7 A. We would have to have a completed audit 7 contractor's subcontractors.
8 from, I believe it is DCAA. I'm sorry. I don't 8 Q. Why is that, if you know?
9 remember. It has been three years of retirement. We 9 A. It is a law.
10 have to have a completed audit. Everything has to be 10 Q. Were you a contracting officer for either
11 finalled out from our audit agency before we can 11 the Tar Creek or Pine Bluff projects?
12 actually close out a task order. We cannot close it 12 A. I was one of the contracting officers.
13 out at this district. Their cognizant audit office 13 Q. For both of them or one?
14 has to give us the go ahead to close out the task 14 A. Yes.
15 order. Then we can close out the task order. 15 Q. And as one of the contracting officers, did
16 Q. Where is that audit agency located? 16 you have a limitation of what your assigning authority
17 A. Probably where their home office is. Where 17 was?
18 the contractor's home office is. 18 A. One million dollars.
19 Q. You used the acronym DCCA? 19 Q. Do you recall when it was you first became
20 A. DCAA. 20 involved with Task Order 26?
21 Q. DCAA. What does that stand for, if you 21 A. No.
22 recall? 22 Q. Did you review any documents in preparation
23 A. Audit agent -- I'm sorry. I don't -- it has 23 for your testimony today?
24 been a while. 24 A. No.
25 Q. Just so I understand your testimony, you are 25 Q. Did you speak with anyone in preparation for
Page 41 Page 43

1 not sure whether the Tar Creek project was closed out; 1 your testimony today; anyone from the Corps of
2 you don't have that immediate knowledge, correct? 2 Engineers?
3 A. Tar Creek -- to my knowledge from speaking 3 A. No.
4 with one of the ladies this morning, this Task Order 4 Q. Did you speak with anyone other than the
5 26 is the only task order on this contract that is 5 attorneys for the Government about your testimony
6 still open. 6 today?
7 Q. Do you know why it is still open? 7 A. No.
8 A. Because it is in litigation. 8 Q. Do you recall when it was Task Order 26 was
9 Q. The Pine Bluff project, do you recall what 9 awarded -- would that be the proper term "awarded"?
10 that project was about? 10 A. Awarded.
11 A. There were several and, no, I do not. 11 Q. Do you recall when it was Task Order 26 was
12 Q. Pine Bluff that is in Arkansas? 12 awarded?
13 A. Yes. 13 A. No.
14 Q. And by "several," you mean there were 14 Q. Do you recall how it was that Task Order 26
15 several task orders for that community? 15 came into fruition? How it was decided that that
16 A. Yes, sir. 16 would be lead out?
17 Q. You don't recall what those task orders were 17 A. No.
18 for? 18 Q. Do you have any understanding of how it was
19 A. No. 19 that it was decided on whatever particular day that
20 Q. Just so I'm sure that Pine Bluff and Tar 20 the task order was awarded that it would be awarded at
21 Creek, Washington Group was -- or Morrison-Knutson and 21 that time?
22 then ultimately Washington Group, those were the 22 A. No.
23 contractors handling that? 23 Q. When you first got involved with Task Order
24 A. Yes. 24 26, what was your responsibility?
25 Q. On the two projects Tar Creek and Pine 25 A. To do funding modifications.
Page 42 Page 44

11 (Pages 41 to 44)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Q. Would that include the initial funding? 1 Q. When did that happen?
2 A. No. 2 A. I do not remember the date.
3 Q. Do you recall what the initial funding for 3 Q. Do you recall whether it was before or after
4 this project was? 4 Hurricane Katrina?
5 A. No. 5 A. Before.
6 Q. Did you ever know? 6 Q. Do you recall whether if it was before or
7 A. No. 7 after physical labor started taking place --
8 Q. With funding modifications, did you have a 8 A. After.
9 limit to what your signing authority would be? 9 Q. -- on the project? What were the
10 A. One million dollars. 10 circumstances taking place for you to go down there?
11 Q. For Task Order 26 if there was a 11 A. We were having a meeting with the
12 modification above $1 million, who would have to sign 12 contractor.
13 off on that? 13 Q. What was that meeting about?
14 A. One of my bosses. 14 A. He was behind on some of the areas of work.
15 Q. Do you recall who that would be? 15 Q. Do you recall what those areas of work were?
16 A. John Weatherly or Rick Hedrick or Ivey 16 A. No, I do not.
17 Canole. 17 Q. Do you recall who went down there with you
18 Q. You have to slow down. 18 from the Corps of Engineers?
19 A. John Weatherly. 19 A. John Weatherly.
20 Q. Okay. 20 Q. Anyone else from the Corps?
21 A. Rick Hedrick. 21 A. No.
22 Q. Okay. 22 Q. Do you recall why it was that you had to go
23 A. Or Ivey Canole. 23 down there with them on that particular occasion?
24 Q. Could you spell that for me? 24 A. I had not been, and John wanted me to go
25 A. C-A-N-O-L-E, if it was $5 million -- under 25 down and see the site and I went.
Page 45 Page 47

1 $5 million. 1 Q. Do you recall when you went there -- is that

2 Q. Was that for all three of those? 2 the only time you went down to the Eastbank
3 A. John and Rick had unlimited. Ivey had $5 3 Industrial --
4 million. 4 A. To my knowledge.
5 Q. Had you worked with John Weatherly before? 5 Q. Do you recall whether there were any
6 A. Yes. He was my immediate supervisor. 6 above-ground structures still standing?
7 Q. For how many years? 7 A. There were.
8 A. Ten maybe. 8 Q. Do you recall whether there had been any
9 Q. I want to bring you back to 1999. 9 excavations taking place at that time?
10 A. Okay. 10 A. Had been?
11 Q. Were you working here in the Tulsa office at 11 Q. Yes.
12 that time? 12 A. Yes. Oh, excavations?
13 A. Yes. 13 Q. Excavations, right.
14 Q. Did you go down to New Orleans to inspect 14 A. Digging?
15 the Eastbank Industrial Area at any time? 15 Q. Yes.
16 A. In 1999? 16 A. I don't remember if there were.
17 Q. Yes. 17 Q. Do you recall whether there had been the
18 A. I have no idea. I don't remember. 18 removal of bank materials along the Industrial Canal
19 Q. How about at any time did you go to New 19 at the time you went down there?
20 Orleans and inspect the Eastbank Industrial Area, the 20 A. No, I do not.
21 area that was being remediated by Washington Group? 21 Q. What was the result of that meeting? What
22 A. I never inspected the Eastbank. 22 ended up happening?
23 Q. Did you ever go to the Eastbank Industrial 23 A. We talked to the contractor about why they
24 Area? 24 were behind schedule. What it would take for them to
25 A. Yes, I did. 25 get back on schedule.
Page 46 Page 48

12 (Pages 45 to 48)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Q. I know you said previously you don't recall 1 things to do with, or was that something you had to
2 what the aspects they were behind on. What did the 2 deal sporadically with when a need arose in the
3 contractor tell you why they were running behind? 3 project?
4 A. I'm sorry. I don't remember. 4 A. With which one?
5 Q. And did you gain an understanding of what 5 Q. Task Order 26?
6 would it take to get them back up to speed? 6 A. I did not spend any amount of time on Task
7 A. Yes. 7 Order 26. My time on Task Order 26 was spent when Lee
8 Q. What was that? 8 Guillory called me and said, I am faxing you money. I
9 A. They always have good reasons why they were 9 need it funded by 3:00 or 4:00. As soon as it is
10 behind. They always have plans of how they would get 10 funded, fax me back the funding document or e-mail it
11 back on schedule. I don't remember the details on 11 to me or whatever. I need it funded today. That was
12 either one. They can always make a contracting 12 how much time I spent on it.
13 officer happy. Trust me. 13 Q. Who is Lee Guillory in relationship to the
14 Q. And when you say a "contracting officer," 14 structure?
15 would that have been -- John Weatherly would also have 15 A. He was New Orleans District Engineering.
16 been a contracting officer? 16 Q. The task order when it was -- we will go to
17 A. Yes. You didn't want to make John mad. 17 the documents in a little bit but -- had you met Lee
18 Q. Why is that? 18 Guillory before this in person?
19 A. You would have to meet John to understand. 19 A. Before this what?
20 When he was in one of his really bad moods with a 20 Q. Before these -- this task order?
21 contracting officer, he could chew out a vice 21 A. No.
22 president of a company at the vice president's office 22 Q. Had you ever dealt with any other projects
23 and -- you just didn't want to make him mad. 23 with him before this?
24 Q. Do you recall whether the contractor when 24 A. No.
25 they had this plan to make the contracting officer 25 Q. Do you know what his rank was in the New
Page 49 Page 51

1 happy, whether that was something they presented in 1 Orleans Engineering Division?
2 writing or by visual presentation? 2 A. Civil -- civilian.
3 A. No. I don't remember. 3 Q. Was he like the head honcho of that
4 Q. You said you had been retired now for three 4 department?
5 years. Is that right? 5 A. No.
6 A. Yes. 6 MS. EL-AMIN:
7 Q. What year did you retire? 7 Objection to form; "head honcho."
8 A. December of 2004, I think. Such a memorable 8 MR. JOANEN:
9 date. 9 Okay.
10 Q. I will tell you I'm bad with dates, but 10 BY MR. JOANEN:
11 there is one that stands out. August 29th, 2005, that 11 Q. What was his title? Do you recall?
12 is Hurricane Katrina. Did you retire before or after 12 A. No.
13 that? 13 Q. Do you recall who the supervisor of his
14 A. I don't remember. Sorry. It wasn't a 14 division would have been?
15 memorable day for me. 15 A. No.
16 Q. Your retirement wasn't -- 16 Q. Did you ever talk to anyone that would be
17 A. No. I just walked out. They pissed me off 17 ranked above Lee Guillory that you know of?
18 and I left. I mean had the years, the days; I left. 18 A. No.
19 It is nice to be that way, isn't it? I told them, I 19 Q. Did you ever speak to anyone in New Orleans
20 said, One of these days you are going to piss me off; 20 that would be ranked lower than Lee Guillory in New
21 I am going to leave. 21 Orleans that you know?
22 Q. Sticking just with Task Order 26 right now, 22 A. I don't know any of the structure at New
23 do you recall how much of your workday was involved 23 Orleans at all. I just know Lee.
24 with that? Was that a daily thing that you were 24 Q. Do you recall whether of these phone calls
25 involved with? Like every day you came in and you had 25 that they were requesting funding, whether you got
Page 50 Page 52

13 (Pages 49 to 52)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 phone calls from anyone else other than Lee Guillory? 1 where the Government considers that it will cost us
2 A. I did. I don't know who they were. 2 from start to end?
3 Occasionally when Lee was out, someone would call me 3 A. That kind of depends. Sometimes it is in
4 and say I work with Lee. I am sending you money. I 4 increments. A certain type of -- this work is going
5 need it obligated. I would do that. Only maybe once 5 to cost this much and maybe a different type of work
6 or twice during the whole time. 6 is going to cost this much. It depends on how they
7 Q. How -- I am trying to understand now the 7 have negotiated it.
8 flow of money that -- when Task Order 26 was first 8 Q. Do you recall whether Task Order 26 was the
9 funded, when the Government decided that we wanted to 9 type of project where it was determined that the
10 do some physical work, where did that money originally 10 project would take X amount of time and the entire
11 come from; the first allotment of money? 11 project would take --
12 A. I have no idea. 12 A. I didn't negotiate it.
13 Q. Once the project got started, was there 13 Q. No. But if you -- I know you didn't
14 enough money to complete it that you know of? 14 negotiate it.
15 A. I have no idea. 15 A. No. (Shakes head negatively.)
16 Q. When a project like this gets started, do -- 16 Q. Do you recall what the scope of time was
17 does the Corps of Engineers expect the contractor will 17 that Task Order 26 was expected to last?
18 tell them how long they anticipate the project will 18 A. No.
19 last? 19 Q. Did you ever know?
20 A. Rephrase that. 20 A. No. I didn't negotiate it.
21 Q. When a project such as Task Order 26 gets 21 Q. Do you know whether there was a specified
22 started, does the Government, the Corps of Engineers, 22 amount of money allotted to Task Order 26 to see the
23 expect the contractor to tell them how long the work, 23 project from commencement to completion?
24 the project is expected to last? 24 A. No.
25 A. The Corps of Engineers and the Government -- 25 Q. Who would know that information?
Page 53 Page 55

1 the Government does not let the contractor tell them 1 A. I have no idea.
2 how long it is going to take. They come to a mutual 2 Q. Would John Weatherly be the person that --
3 agreement about how long it is going to take because 3 A. No. He would not know.
4 we are paying the contractor on time and the longer 4 Q. Would he know what the time frame to
5 the contractor takes to do a job, the more it costs 5 complete the project would be?
6 us. So we are not going to let him take a really long 6 A. No.
7 time to do a job because it is costing us a lot of 7 Q. Why would he not know?
8 money. We want him to do due diligence. No. We are 8 A. The people that would know that would be the
9 not going to let him tell us how long it is going to 9 people in New Orleans. They are the people that wrote
10 take him to do it. 10 the scope and if you write the scope, you are going to
11 Q. I guess there is an understanding that the 11 know how much it is going to cost and how much time it
12 project will take place over a specified period of 12 is going to take. You are also going to be the one
13 time? 13 that has to go get the money.
14 A. Right. When he gets behind, we are going to 14 Q. New Orleans has to do that?
15 be on his butt. 15 A. Uh-huh (affirmative response.)
16 Q. That is when Weatherly gets down there and 16 Q. If New Orleans is developing the scope of
17 starts making friends? 17 the work and figuring out how much time and money it
18 A. Right. 18 is going to take and they have to go get the money,
19 Q. When the project is established and there is 19 why -- why does Tulsa headquarters get involved?
20 an agreement about how much time it will take to 20 A. I wondered when you were going to ask that.
21 complete the project, is there an understanding 21 Q. I am slow.
22 reached between the Government and the contractor as 22 A. It took a long time, didn't it?
23 to what the costs would be for the project? 23 Q. Yes.
24 A. Yes. 24 A. We had the vehicle; the vehicle was the
25 Q. Is that cost generally one where they -- 25 contract, the task work. Our only involvement in this
Page 54 Page 56

14 (Pages 53 to 56)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 was the task order. We had the contract, the vehicle 1 ranking above Weatherly?
2 that allowed them to do the work. We had the 2 A. They have the same position.
3 contractor. They could come to us and access our 3 Q. In this project and this prove-up period --
4 contract. That contract -- they borrowed -- what they 4 it is something you may not know. I will ask you the
5 did was they borrowed capacity from our contract. 5 question because you don't know whether you know it or
6 That $260 million contract that I was talking about 6 not -- would the New Orleans District have come up
7 earlier, they came to us and asked to borrow capacity 7 here with the engineering specifications and given
8 from our contract, Task Order 26. We gave them Task 8 those to the Engineering and Construction Division
9 Order 26. They took Task Order 26. All we were were 9 here for them to evaluate whether it would fit within
10 the contracting officers. They were the managers of 10 the parameters?
11 that contract. 11 A. They would have come up here with the scope
12 Q. This process of which the New Orleans 12 of work. They would have brought us the scope of work
13 District came to borrow capacity, would they have a 13 and asked us if it would have fit within our contract.
14 meeting here like when a salespeople come here and say 14 Q. Does the Tulsa division have in its
15 I am looking to get something from you; this is a good 15 engineering and construction -- does Tulsa
16 project and they would present -- 16 headquarters have in its Engineering and Construction
17 A. No. 17 Division a group of engineers that specialize in flood
18 Q. -- to your group and show why should get -- 18 control projects?
19 should they be able to borrow capacity? 19 A. Yes.
20 A. No. All they had to do was prove that it 20 Q. Do you know whether they have specialization
21 fit within the parameters of our contract. 21 in levees?
22 Q. Do you recall when that prove-up meeting or 22 A. Yes.
23 that prove-up period would have been? Were you 23 Q. Do you know whether they have specialization
24 involved in any way with the prove-up -- 24 in hurricane protection levees?
25 A. No. 25 A. I have no idea.
Page 57 Page 59

1 Q. -- project? Do you know who from the New 1 Q. The -- when the New Orleans division would
2 Orleans District would have been involved in this 2 have come up here and done this prove-up meeting with
3 aspect of proving up that they fit within the 3 the HTRW office and Engineering and Construction
4 parameters? 4 Division, do you know -- you may or may not know the
5 A. No. 5 information -- whether the engineers that were
6 Q. Who up here in the Tulsa District would have 6 involved with the flood control projects would have
7 made the ultimate decision whether they had proven 7 been involved?
8 their case? 8 A. No.
9 A. It would have been someone from E&C, John 9 Q. No, they were not or, no, you don't know?
10 Weatherly the contracting officer. 10 A. I don't know.
11 Q. Can you tell -- engineering and contracting 11 Q. When the prove-up project is established and
12 is E&C? 12 someone such as, I guess, Rex Ostrander or someone at
13 A. Yes. 13 HTRW office concurs that it fits within the parameters
14 Q. Engineering and Construction. 14 and they are going to allow the New Orleans District
15 A. Engineering and Construction. It is a 15 to borrow capacity under -- it is under the TERC?
16 division and within that was the HTRW office. 16 A. Uh-huh (affirmative response.)
17 Q. And who is the head of HTRW office? 17 Q. -- would someone at the HTRW office up here
18 A. Now? 18 know what the amount of money that is being borrowed
19 Q. At the time, if you know? 19 would be or what the capacity that was being borrowed
20 A. Oh, God. At the time? 20 would be?
21 Q. Was Weatherly? 21 A. They probably gave us a general idea because
22 A. John Weatherly was the contracting 22 we would have to have an idea of how much capacity we
23 officer -- at that time, probably Rex Ostrander, 23 were going to have to give up. They probably gave us
24 O-S-T-R-A-N-D-E-R? 24 a general idea of what we were going to lose out of
25 Q. Back around '99, would he have been the 25 that total capacity.
Page 58 Page 60

15 (Pages 57 to 60)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 MS. EL-AMIN: 1 scope of the borrowing capacity for the project would
2 Scott, can I ask a question? You are using 2 be?
3 the term "prove-up project." I know she approved 3 A. Yes.
4 it. Is it kind of generic; it is not clear when 4 Q. Would that be something -- you said that is
5 you say prove-up project. Can you be more 5 something that John Weatherly may not know?
6 specific? 6 A. Oh, yes, he would.
7 BY MR. JOANEN: 7 Q. He would know what the borrowing capacity
8 Q. I will ask the witness. What would you 8 was?
9 term -- I thought we were conversing pretty well. 9 A. (Nods head affirmatively.)
10 A. You are talking about the IHNC? 10 Q. Do you know what the borrowing capacity was
11 Q. Yes. When the New Orleans District comes up 11 for Task Order 26?
12 here and tries to convince the HTRW to allow it to 12 A. Do I know what it meant?
13 borrow capacity under the TERC, they are coming here 13 Q. No. What it was; the number?
14 and trying to make their case and prove they fit 14 A. No. I have no idea.
15 within the parameters, what would that exchange be 15 Q. Would Weatherly have known that?
16 called in Corps of Engineers -- 16 A. He would have known what the amount was
17 A. Okay. They are coming to Tulsa. New 17 because he was very involved in that.
18 Orleans is coming to Tulsa. They want to borrow 18 Q. On the -- if you know on the 25 task orders
19 capacity. What they are doing is they are going to 19 before that, was the borrowing capacity that was
20 bring a scope of work. With this scope of work, they 20 originally authorized ever exceeded? For example,
21 are going to say, Tulsa, we have this HTRW project for 21 they said, All right. We want to borrow a capacity of
22 whatever and we want to borrow $50 million of your 22 10 million, low and behold more stuff happens and they
23 TERC capacity. I go and look and say, Okay. We have 23 need another 10 million?
24 got $100 million left. Do we want to go to $50 24 A. It can happen. As long as we have the
25 million? It is not my decision. 25 capacity, that is okay. We can by law exceed the
Page 61 Page 63

1 Q. Right. 1 capacity of our TERC contract. We have to go to

2 A. Because ultimately even though I have a 2 Washington D.C. with a special request to our PARC
3 contract, E&C are the ones who are really managing the 3 office, Principal Authority Responsible for
4 HTRW contract because they know what the whole 4 Contracting, PARC --
5 district has within our district boundaries for our 5 Q. Thank you.
6 TERC; what we have on our plate to do. So they are 6 A. -- and get permission. But we can exceed
7 the ones who give capacity even though I know how much 7 the $260 million of our contract.
8 we have got, E&C has to determine if they can give up 8 Q. If you were within the 260 million, say
9 that capacity. 9 there was --
10 Q. If I utilize the term the borrowing capacity 10 A. We can do it.
11 process -- 11 Q. You can dole a little bit more out as each
12 A. Uh-huh (affirmative response.) 12 of those projects goes?
13 Q. -- you understand we are talking about when 13 A. (Nods head affirmatively.)
14 New Orleans comes up to borrow capacity -- 14 Q. What types of protections does the Corps
15 A. Uh-huh (affirmative response.) 15 have in place through the contracting division to make
16 Q. -- from a task order -- from the TERC? 16 sure they are getting what they are paying for?
17 A. From the TERC. We are borrowing capacity 17 A. Remember I said that we have award
18 from the TERC. 18 contracts?
19 MR. JOANEN: 19 Q. Uh-huh (affirmative response.)
20 We are good? 20 A. Well, the TERC contract was an award
21 MS. EL-AMIN: 21 contract. The contractor received an award every
22 That is good. 22 three months and he was graded on timeliness,
23 BY MR. JOANEN: 23 performance. There were five things he was graded on
24 Q. I forgot what my question was. If I ask it 24 and had -- I'm sorry. I can't remember all of them.
25 again I apologize. Would Rex Ostrander know what the 25 But anyway if he wasn't on time, we graded him down.
Page 62 Page 64

16 (Pages 61 to 64)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 If he didn't perform -- there were -- anyway he missed 1 WGI057505 --

2 all these; he didn't get his performance -- he didn't 2 A. Okay.
3 get his award. There was so much money put into this 3 Q. -- through WGI057523.
4 award pot. He didn't get that money. That was very 4 A. (Views documents.) Yes.
5 important to them. It was like it is a check. Here 5 Q. Have you had a chance to review that during
6 it is. He didn't get that award fee money. So that 6 the break?
7 is how we get to them. Once it is lost, it is gone 7 A. Yes, I did.
8 forever. 8 Q. Have you ever seen this document before?
9 Q. Who for the Task Order 26 would have been 9 A. No, I have not.
10 involved in deciding whether they were meeting their 10 Q. It is entitled "Project Completion Report."
11 deadlines? Would that have been Weatherly whether 11 It is dated September of 2005?
12 they get that award? 12 A. Uh-huh (affirmative response.)
13 A. He sat on the board; the award fee board 13 Q. Do you know whether any of the other task
14 along with Rex, Lee Guillory, probably one of the 14 order projects that you were familiar with under the
15 on-site supervisors, and one of our techs here in the 15 TERC had a project completion report prepared in them?
16 district that went down. 16 A. No.
17 Q. By on-site supervisor, would that have been 17 Q. Do you know whether a project completion
18 someone who was from the Tulsa headquarters that was 18 report is something that would be expected to be
19 sent down there or would that have been New Orleans 19 produced at the completion of the wrap up of a task
20 District? 20 order?
21 A. New Orleans District. They rated them on 21 A. No.
22 how they performed. 22 Q. Do you know whether a project completion
23 Q. Rated the contractor? 23 report such as this is necessarily meant to be turned
24 A. Uh-huh (affirmative response.) 24 in to that DCAA audit office --
25 Q. In the modifications that were involved, the 25 A. No.
Page 65 Page 67

1 mods, those would be for a number of reasons they 1 Q. -- to -- let me finish my question, please?
2 would be awarded over and above just awarding the 2 A. Okay.
3 monies, correct? 3 Q. -- to comply with all the audit requirements
4 A. Yes. 4 in order to close the project down?
5 Q. Were you in this Task Order 26, if you 5 A. No.
6 recall, involved with any modifications other than 6 Q. Okay. If you look at the first page, there
7 those that involved just monies? 7 is some handwriting in here. I will just express to
8 A. I'm sure I was, but I don't remember what 8 you in looking at this, it doesn't appear to be signed
9 they were. 9 by anybody. Obviously, I don't know who would have
10 MR. JOANEN: 10 written anything on here, but it does have some
11 We only have a few minutes left on the tape. 11 comments about the project itself. In fact, the ones
12 We are going to take a break, and he is going to 12 that I thought might be interesting to you that is why
13 change the tape. 13 I want to ask you. You will see a number of bullet
14 (The deposition was then recessed.) 14 points. The third one down, it appears to read,
15 MR. JOANEN: 15 "Somewhere, point out the, open quote, deal with the
16 Ms. Smith, during the break, I gave you a 16 devil, closed quote, made during the funding,
17 document, which I will mark as Exhibit 2 to this 17 interruptions; i.e., all funds went to maintain
18 deposition. 18 on-site staff." Have you ever heard anyone utilized
19 (Exhibit 2 is marked for 19 the term "deal with the devil" during the period of
20 identification.) 20 Task Order 26?
21 THE WITNESS: 21 A. No.
22 Okay. 22 Q. Do you know of any issue brought up by WGI
23 BY MR. JOANEN: 23 or anyone in the New Orleans District regarding
24 Q. It is -- you will see on the bottom, it is 24 funding and -- or interruptions regarding funds going
25 marked with Bates stamp numbers and it ranges from 25 to maintain on-site staff?
Page 66 Page 68

17 (Pages 65 to 68)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. No. 1 Q. Have you in any of your times with the Corps

2 Q. Do you recall any issues at all regarding 2 of Engineers as a contracting specialist heard of the
3 difficulties in maintaining on-site staff? 3 term upside down contract?
4 A. No. 4 A. No, I have not.
5 Q. Do you know who would have been responsible, 5 Q. Have you -- how do I put this? If someone
6 if anybody, from the Tulsa District for keeping track 6 buys a home and the value of it plummets for market
7 of issues dealing with on-site staff at the Eastbank 7 reasons and they then own a house but the mortgage is
8 Industrial Area project? 8 greater than the value of the house, a lot of times
9 A. No. 9 they will refer to it as upside down?
10 Q. Do you know whether that type of issue 10 A. Uh-huh (affirmative response.)
11 regarding on-site staff and the funding of on-site 11 Q. Have you ever heard of a contractor saying
12 staff would have been supervised more so or followed 12 that they have more invested into the project not
13 and tracked more so by the New Orleans District? 13 being properly funded and, therefore, they are upside
14 A. I'm sorry. Repeat the question. 14 down?
15 Q. Do you know whether the issues involving 15 A. Have I heard a contractor say that?
16 on-site staff and the tracking of issues with funding 16 Q. Yes.
17 to maintain on-site staff would be tracked by the New 17 A. No.
18 Orleans District as opposed to the Tulsa District? 18 Q. Did you as either a contracting specialist
19 A. No. I would not know that. 19 or contracting officer involved with the TERC ever
20 Q. Okay. Do you know whether anyone in the 20 come to an understanding of what the Morrison-Knutson,
21 Tulsa District would have that information? 21 or Washington Group's, core competence was?
22 A. No, I do not. 22 A. I'm sorry. I didn't hear the last of that.
23 Q. Just to understand the question, no, you 23 Would you repeat?
24 don't know anybody would have it or, no, anybody would 24 Q. What their core competence was; what they
25 have it? That is not the kind of thing -- 25 were good at?
Page 69 Page 71

1 A. No. I don't know if anybody would have it. 1 A. No.

2 Q. The next statement says, "Logic is that it 2 Q. Do you know why the Government would have
3 was easier to reassign office" -- I don't know. I 3 entered into the contract with Morrison-Knutson for
4 think it says "pukes and if we left the site, we might 4 this TERC?
5 not be called back." Do you know what that would be 5 A. No.
6 referencing? 6 Q. Who here in the Tulsa office would know
7 A. No. 7 that?
8 Q. If the contractor for Washington Group 8 A. I have no idea.
9 International walked off the site, what next steps 9 Q. As the contracting specialist and
10 would the Tulsa District do, if anything? 10 contracting officer involved with Task Order 26, were
11 A. Repeat that question. 11 you ever involved with understanding what technical
12 Q. If WGI, if the contractor walked off the 12 performance metrics were for the project? That is
13 site and said, We had enough. We are not dealing with 13 on -- turn to page 510 looking at the bottom to the
14 it anymore. You are not giving us enough money. If, 14 right-hand of the Bates stamp numbers. It is part 3.0
15 in fact, they are saying that the deal with the devil 15 which is "project summary."
16 is you guys, what would the Tulsa District do if WGI 16 A. Okay. The question again?
17 walked off? 17 Q. On the last type lined, you will see it says
18 A. I have no idea what they would have done. 18 "technical performance metrics." Do you as the
19 Q. Has there been any projects under the TERC 19 contracting specialist or contracting officer for this
20 that WGI, or the Morrison-Knutson, or the contractor 20 Task Order 26, were you ever required or did you ever
21 walked off that you know of? 21 understand what the technical performance metrics for
22 A. No. I have no idea if they were. 22 this project were?
23 Q. Have you ever heard the term as it relates 23 A. No, I did not.
24 to Task Order 26 an "upside down project"? 24 Q. Who for the Corps of Engineers would be
25 A. No. 25 responsible for knowing about the --
Page 70 Page 72

18 (Pages 69 to 72)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. I don't know. Sorry. I don't know. 1 show two different structures.

2 Q. Would that be something that the engineering 2 Q. No need to apologize. Turning then to 516
3 and contracting -- is it engineering and contracting? 3 which is "under lessons learned" and part 1.0, it
4 Engineering and Construction Division? 4 says, "Aggressive subcontracting plan expectations for
5 A. In this district it is E&C, Engineering and 5 SB & SDB utilization associated with the master Tulsa
6 Construction. 6 TERC contract had not been fulfilled on the other task
7 Q. C is for construction. Would this district 7 orders."
8 be required to understand the technical performance 8 A. Okay.
9 metrics of Task Order 26? 9 Q. Do you know what SB & SDB would stand for?
10 A. I don't know. 10 A. Small business and small disadvantaged
11 Q. Forgive me if this seems like an 11 business.
12 oversimplification. It seems almost like the Tulsa 12 Q. So by this, does it indicate that Washington
13 District is the bank and the New Orleans District 13 Group had not utilized small business and small
14 comes down and says we need to borrow some money from 14 disadvantaged business enough?
15 you. You used the term "borrow capacity." Is that 15 A. Exactly.
16 kind of the way it works? 16 Q. Ultimately they say this would have
17 A. Yes. In this particular instance. 17 triggered subcontracting of what may have been WGI's
18 Q. That whole section, the next three pages 18 core competence for Task Order 26 which would be
19 goes through what would be considered performance -- 19 environmental consulting and remediation management.
20 technical performance metrics. I have asked you 20 Do you see that?
21 specific questions about each of those technical 21 A. Yes.
22 performance metrics. Is it safe to assume, you don't 22 Q. Do you as the contracting specialist or
23 have any specific knowledge regarding that. Is that 23 contracting officer for Task Order 26 have any direct
24 correct? 24 knowledge regarding Washington Group's hiring of
25 A. No, sir, I do not. 25 subcontracting for the environmental consulting and
Page 73 Page 75

1 Q. Looking at subsection 4, which is on page 1 remediation management?

2 57513, it is "Organizational Structure," part 4.0. 2 A. I don't remember any of the particulars
3 The next page has the organizational structure for the 3 about that.
4 first half of the project. You see where it says 4 Q. Were you involved with any way of having to
5 that? 5 prepare modifications or dispersal of funds for the
6 A. Yes. 6 payment of a company called Materials Management
7 Q. You as a contracting specialist or 7 Group?
8 contracting officer, can you describe what the first 8 A. No.
9 half of the project was? 9 Q. Would the dispersal of funds to the
10 A. What the first half of the project was? 10 Materials Management Group as a subcontractor been
11 Q. Correct. 11 handled by WGI as opposed to the Corps?
12 A. I have no idea what they did in the first 12 A. Yes.
13 half of the project. 13 Q. Were -- you being the bank, did the Tulsa
14 Q. No. Do you know what that -- who -- what 14 headquarters ever expect or review the work performed
15 was expected to be accomplished or what they intended 15 by the subcontractors to determine whether more funds
16 to achieve in the first half of the project? 16 should be paid out?
17 A. Workwise? What are you asking? I'm sorry. 17 A. We were not the bank.
18 Q. I am trying to understand if you have any 18 Q. Did the Tulsa District -- did you ever
19 understanding or any knowledge that I could glean from 19 review the work of the subcontractors in relationship
20 you to understand why there is an organizational 20 to the performance of the contractor determine whether
21 structure divided into two halves by a project? I am 21 either awards would be given or more funds given
22 asking you as whatever experience you have as a 22 through subsequent modifications?
23 contracting specialist, as a contracting officer, if 23 A. No.
24 you have any knowledge to that issue? 24 Q. The subsequent modifications for increase
25 A. No. I'm sorry. I have no idea why they 25 payment of costs, those would have come through this
Page 74 Page 76

19 (Pages 73 to 76)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 office, correct? 1 Q. You have to answer no.

2 A. Say that again. 2 A. No.
3 Q. The subsequent modifications to the first 3 Q. I'm trying to help her. She is the only one
4 mod which gave increased funds to the contractor, 4 doing the work here. I'm trying to keep an eye out
5 those funds would have come from this office, correct, 5 for her. There is a comment here, it is to a guy
6 Tulsa District? 6 named Rick.
7 A. You cannot modify a mod. 7 A. Rick.
8 Q. Okay. Subsequent mod. You have mod 1, mod 8 Q. If you see in the side --
9 2, mod 3. They were listed as -- we will go through 9 A. Yes.
10 them in a little bit -- 2601, 2602, 2603, and 2604. 10 Q. Is there anyone that was in your division up
11 Many of them are for the dispersal of funds? 11 here in Tulsa that you were working with that was
12 A. Yes. 12 named Rick?
13 Q. Those dispersal of funds for those 13 A. Rick Hedrick was the head of contracting
14 subsequent modifications, those funds would have come 14 division.
15 from this office, is that correct, Tulsa District? 15 Q. Okay. When there is a comment that says,
16 A. We were the only district that could modify 16 "What lead to" -- I don't know what that next word
17 the task order. 17 says -- "disillusion" -- maybe -- "of our MMG
18 Q. Other than filling out the paperwork which 18 relationship was opportunity presented itself where
19 we are going to authorize this money, how did the 19 MMG" -- something. I don't know -- "quoting
20 money exchange hands? How did it get from wherever it 20 extortionist costs for simply making back-up CDs of
21 was in the possession of the Corp of Engineers into 21 data?" Would that be the type of information that
22 the possession of the contractor and the 22 would have been transmitted to Rick Hedrick?
23 subcontractors? 23 A. I don't know.
24 A. New Orleans would send us the money and we 24 Q. Would a project completion report such as
25 would then modify the task order and put the money on 25 this be forwarded to -- I know I guess go to the Corps
Page 77 Page 79

1 the task order and that is how it happened. 1 of Engineers, it says here, New Orleans District. But
2 Q. I understand that is -- as I understand it 2 would this be something Rick Hedrick would be involved
3 that is the paperwork thing you are doing? 3 in drafting?
4 A. Uh-huh (affirmative response.) 4 A. I have no idea.
5 Q. How did the money get to the Washington 5 Q. Look more towards the middle of the page,
6 Group? 6 you will see 1.1. "The client declined to fund a
7 A. By modification. 7 significant oversite capacity for the designated
8 Q. I know. But -- okay. So Washington Group 8 subcontractor, MMG."
9 has a sheet of paper that says we are now going to be 9 A. Uh-huh (affirmative response.)
10 awarded $8 million? 10 Q. Do you know what that means? When decline,
11 A. Uh-huh (affirmative response.) 11 I assume that means the Corp of Engineers' declined to
12 Q. The doesn't put money in their bank, in 12 fund. Can you explain how the Corps of Engineers
13 their hands. How did the money get into their bank 13 would decline to fund when they agreed to give the
14 account? 14 money in a borrowing capacity?
15 A. They had to invoice for it. 15 A. I was not -- since I was not knowledgeable
16 Q. Where did the invoice go? To this district 16 of this, I have no idea about any of it. I have no
17 or to -- 17 idea how they can decline to fund. I don't know. I
18 A. To New Orleans. 18 have no idea.
19 Q. -- New Orleans? Would New Orleans cut them 19 Q. Do you know whether the Tulsa District would
20 a check? Is that how it worked? 20 be involved with the oversite of this project enough
21 A. Uh-huh (affirmative response.) To my 21 so they would be deciding how funds would be spent, or
22 knowledge -- I have no knowledge. 22 would that be something only the New Orleans District
23 Q. That wasn't anything you were involved with 23 would do?
24 as a contracting officer or contracting specialist? 24 A. There again, I have no idea.
25 A. No. Uh-uh (negative response.) 25 Q. Let's say, for example, there was a decision
Page 78 Page 80

20 (Pages 77 to 80)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 to dig a hole and they weren't sure how deep they were 1 Q. Is there anything in particular about this
2 going to dig it in the Eastbank Industrial Area. 2 task order other than you being deposed on it now that
3 Would the supervision of funding and the dispersal of 3 makes this one stand out as opposed to any other task
4 funding be so -- reach such a degree of minutia that 4 order you were associated with?
5 they would limit the type of excavators that could be 5 A. No. It is not.
6 used, if you know? 6 Q. Do you know who a guy named -- whose last
7 A. I have no idea. 7 name is Montegue is?
8 Q. In that same paragraph, it indicates, "The 8 A. Yes.
9 client viewed much of MMG's work project as sub-par." 9 Q. Who is he?
10 The client, again, I assuming is to be the Corps of 10 A. Jim Montegue, New Orleans District.
11 Engineers. Would the Tulsa District be involved in 11 Q. He was new Orleans District. Did you have
12 evaluating MMG's -- a subcontractor's work as sub-par, 12 any involvement with him?
13 for example, Weatherly or Rick Ostrander? 13 A. I believe he was Lee's supervisor, but I'm
14 A. I don't know. 14 not sure.
15 Q. It indicates in 1.1.1, "MMG was subsequently 15 Q. Did you ever have an opportunity to discuss
16 moved from the project and responsibility for 16 the project with him?
17 technical direction and report preparation was 17 A. He was involved with it.
18 transferred to the Denver Office." Do you as either 18 Q. The question was: Did you ever discuss the
19 contracting specialist or contracting officer have any 19 project with him, you personally discuss it with him?
20 knowledge as to why MMG was removed from the project? 20 A. Yes. He was involved with it.
21 A. No. 21 Q. And what kind of things would you all
22 Q. Do you know why Washington Group would have 22 discuss?
23 had to take over the technical direction and report 23 A. He was at some of the meetings. So we
24 preparation? 24 discussed the project at the meetings.
25 A. No. 25 Q. Those meetings would they be held here or in
Page 81 Page 83

1 Q. Do you know -- I know the answer to this. I 1 New Orleans?

2 have to ask it anyway -- when that would have taken 2 A. At the one meeting I went to with John
3 place when MMG was run off the project? 3 Weatherly, he was at the meeting.
4 A. No. 4 Q. Okay. Were there other meetings that you
5 MS. CLAYMAN: 5 met with Mr. Montegue?
6 Objection to the form; "run off the 6 A. He came up here I believe one time with Lee.
7 project." 7 Q. Were there any notes taken of these meetings
8 MR. JOANEN: 8 as to what the topics were that were discussed?
9 When they were removed from the project. 9 A. Not to my knowledge.
10 BY MR. JOANEN: 10 Q. What was the purpose for these meetings?
11 Q. Down at the bottom, it says -- that is where 11 The one in particular that they came up here for, what
12 I build up to the question what an upside down project 12 was the purpose of that meeting?
13 is. I don't see what the first word says. Do you see 13 A. I'm sorry. I don't remember.
14 in the handwriting, "Please use a timeline; project 14 Q. As the contracting officer with only $1
15 established 2000, 2001. This is a good time to use 15 million signing authority, why was it you were brought
16 the phrase upside down." I can't read what the next 16 into those meetings?
17 sentence says. Again, do you have any understanding 17 A. Because I did a lot of the task orders when
18 of the timeline they are talking about that would have 18 John -- modifications, et cetera, when John was not
19 lead this to be an upside down project? 19 here. He would have me come into his office and sit
20 A. No. 20 with him while he had the meetings so that anything
21 Q. Do you recall whether as a contracting 21 that came up, I would be able to take care of when he
22 specialist or contracting officer, there were more 22 was out of the office.
23 modifications for this project than either the other 23 Q. Okay. Did any of those responsibilities you
24 task orders? 24 would have dealing with the modifications deal with
25 A. No, I do not. 25 your technical understanding of the project itself?
Page 82 Page 84

21 (Pages 81 to 84)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. I didn't have a great deal of technical 1 analytical laboratory." Do you have any idea what
2 understanding of the project. 2 that is referencing?
3 Q. What was your understanding what they were 3 A. No.
4 trying to accomplish down there? 4 Q. It follows up in that paragraph, it says,
5 A. That it was a remediation project. They 5 "The client" -- that would be the Corps of
6 had -- I didn't really have a great deal of technical 6 Engineers -- "compensated Washington Group for these
7 understanding of it. My biggest understanding of it 7 additional costs as an acceptable consequence of this
8 is that I did all the funding. 8 cost plus incentive." Do you see that?
9 Q. In relationship to the other task orders, 9 A. Uh-huh (affirmative response.)
10 how did this one rank as far as the amount of funds 10 Q. Were you as the contracting officer or
11 being expended? 11 contracting specialist aware of the -- these
12 A. It had a funding issue. 12 additional costs being an acceptable consequence?
13 Q. What was the funding issue? 13 A. No, I was not aware of that.
14 A. Didn't have enough funds. They came 14 Q. Would that be the type of things that were
15 incrementally. When they came, they had to be funded 15 discussed in the meeting you had with Mr. Montegue up
16 immediately. 16 here?
17 Q. If you turn down to page 518 which is part 17 A. I have no idea.
18 4.0, you will see written on the side, "part of the 18 Q. Other than Mr. Montegue, who would have that
19 upside down scenario"? 19 information?
20 A. Uh-huh (affirmative response.) 20 A. Whoever was there.
21 Q. There is -- it is starting off at the top, 21 Q. Or here?
22 "Subcontracting expectations triggered the use of 22 A. If that -- whoever was -- if that is what
23 local hires for a key site position," which is the 23 was discussed in the meeting and they can remember
24 environmental manager? 24 that if -- I don't know what was discussed in that
25 A. Uh-huh (affirmative response.) 25 meeting at the time.
Page 85 Page 87

1 Q. And then the subcontract hires came through 1 Q. I was asking more from a perspective of an
2 the principal environmental contract and MMG 2 organizational structure. If were you called into the
3 ultimately through another small business. 4.1 says, 3 meeting, obviously there was a need for you and
4 "Lack of due diligence review of these individuals 4 someone in your position to be there. What other
5 backgrounds allowed hiring of sub-par performers. 5 positions would need to be there?
6 Sub-par performance lead to a failure to conform to 6 A. I have no idea.
7 the project's site sampling plan for several Eastbank 7 Q. In 5.0, it talks about initial regulatory
8 Industrial Area properties. In particular ITT," which 8 discussions. Were you ever involved with anything
9 is International Tank Terminal. Did you have 9 involving regulatory discussions?
10 knowledge of any of these issues going on as a result 10 A. No.
11 of the meetings you had either the one in New Orleans 11 Q. Do you know what the term "recap" means as
12 or the one up here that Mr. Montegue came up for? 12 it relates to this project --
13 A. No. I'm sorry. I did not. 13 A. No. I do not.
14 Q. The funding issues you discussed that you 14 Q. -- R-E-C-A-P?
15 mentioned earlier, did those funding issues have 15 A. I'm sorry. I do not.
16 anything to do with delays associated with the sub-par 16 Q. In some sense it deals with remediation of
17 performance of subcontractors? 17 soils. Were you as the contracting officer or
18 A. No. 18 contracting specialist required to have an
19 Q. In 4.2, it says, "A substantial additional 19 understanding of what the scope of work was for the
20 cost was incurred for recasting the property's 20 remediation of the soils in the Eastbank Industrial
21 performance criteria." Do you know what performance 21 Area?
22 criteria is referencing? 22 A. No.
23 A. No. 23 Q. Do you know whether anybody up here in the
24 Q. And then there is also an -- "Substantial 24 Tulsa District would have been responsible for knowing
25 additional costs for requiring raw data from the 25 that information?
Page 86 Page 88

22 (Pages 85 to 88)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. No. I don't know if they were. 1 A. I'm not reading that into this.
2 Q. Anyway, it says that the initial discussions 2 Q. In either the two meetings you had, both the
3 were managed by the subcontractor for MMG. There is a 3 one in New Orleans and the one here, did WGI indicate
4 note -- handwritten note, "point out another upside 4 the project controls were causing delays as opposed to
5 down." Again anything that you would have been 5 their own?
6 involved with as a contracting officer or contracting 6 A. I have no idea.
7 specialist give you reason to believe that the 7 Q. In 7.2 it says, "In response to the project
8 subcontractor MMG was involved with the regulatory 8 outpacing available funding." You mentioned earlier
9 discussions that didn't go well and ultimately lead to 9 that there were some funding issues. What was
10 some upside down issues? 10 happening when you said there were funding issues?
11 A. Is that a question? 11 A. Restate the question.
12 Q. Yes. Do you have any knowledge of that? 12 Q. Well, if you see 7.2, it talks about there
13 A. No. 13 is a project that seems to be outpacing the available
14 Q. Do you know whether anybody up here in the 14 funding during the project. I am asking you if that
15 Tulsa District would have had to have any knowledge of 15 is what lead to your belief that the funding issues
16 that? 16 were being developed by the project's outpacing
17 A. No, I do not. 17 available funding?
18 Q. When Mr. Montegue comes up here and has this 18 A. At times the project was going faster than
19 meeting with the people in the Tulsa District, was is 19 we had funds available.
20 the tone in this meeting? Is the Tulsa District 20 Q. When you say "we," do you mean the Corps of
21 saying we are having funding issues because it is 21 Engineers Tulsa District or the New Orleans District?
22 getting much more expensive? We want to know what is 22 A. We didn't -- we weren't the money people.
23 going on? 23 New Orleans had the money.
24 A. I don't remember. 24 Q. So the Tulsa District would have given to
25 Q. How about the meeting when you went down 25 the New Orleans District all of the money for the
Page 89 Page 91

1 with -- to New Orleans and they were behind schedule? 1 project?

2 A. As I stated earlier, that was to find out 2 A. No. New Orleans had the money. They always
3 how they were going to get back on schedule. They 3 gave it to us to put on the contract. We never
4 presented us with a plan, and we went from there. 4 received the money except when we received it from New
5 Q. Did that plan involve the Corps giving WGI 5 Orleans. It came to us and went back to New Orleans.
6 more money? 6 It was just passing through us.
7 A. Not to my knowledge. You don't give people 7 Q. Okay. From the $260 million originally that
8 more money to get back on schedule. 8 was under the TERC, correct?
9 Q. Do you know who a guy named O'Conner is? 9 A. Uh-huh (affirmative response.)
10 A. No. 10 Q. That was in possession of Tulsa District,
11 Q. Going to page 520, part 7.0, the second 11 correct?
12 sentence says, "Project controls which were 12 A. We didn't have $260 million. We had the
13 implemented by per the contract general, ingenerated a 13 capacity to award $260 million. The contract was
14 multi-week delay between execution of a particular 14 actually awarded for zero. We could not exceed $260
15 task and cost recognition." What would cost 15 million.
16 recognition refer to? 16 Q. Okay. So the New Orleans District came up
17 A. I'm sorry. I don't know. 17 here in Task Order 26 to borrow capacity. I remember
18 Q. And as a contracting officer or contracting 18 you saying you don't to recall how much they were
19 specialist on this, what type of project controls 19 given of capacity?
20 would be involved with this project, if you know? 20 A. Uh-huh (affirmative response.)
21 A. I don't know. 21 Q. They had no money. Is that what I am
22 Q. In reading a statement like that, would that 22 understanding?
23 seem to indicate that WGI, or Morrison-Knutson, felt 23 A. No. They had an expectation of how much
24 that the contract project controls issued by the Corps 24 money they needed to use for the IHNC. They had an
25 lead to the delays? 25 idea of how much it was going to cost to do that
Page 90 Page 92

23 (Pages 89 to 92)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 project. They told us how much it was going to cost. 1 each time. Does that answer your question?
2 We knew about how much capacity we were going to use 2 BY MR. JOANEN:
3 on that contract. 3 Q. Yes. Would -- we will get to that later.
4 Q. We will take that number as X. We will say 4 In 7.2.2, indicates that there were two cost tracking
5 X. Is X dollars in the bank -- 5 systems?
6 A. No. 6 A. What now?
7 Q. -- that is under your control or the New 7 Q. If you look at 7.2.2?
8 Orleans District's control? 8 A. Okay.
9 A. (Shakes head negatively.) No. 9 Q. The project -- thus the project involved two
10 Q. When WGI, Morrison-Knutson, agrees to enter 10 cost tracking systems?
11 into this contract, they are awarded the contract? 11 A. Okay.
12 A. Uh-huh (affirmative response.) 12 Q. Was that anything you would have been
13 Q. Where does the money start to flow from? 13 involved with evaluating anything as a contracting
14 A. Appropriations in Congress. 14 specialist or contracting officer?
15 Q. With the $260 million capacity, is that 15 A. No. No.
16 money readily available? Can you say we need it and 16 Q. Who from the Corps would have been involved
17 it is there as in being transferred? 17 with evaluating that tracking system?
18 A. No. 18 A. I have no idea.
19 Q. Are there projects such as this Task Order 19 Q. Would that be something that would be, to
20 26 where the New Orleans District believes they have a 20 your knowledge, focused more in the New Orleans
21 certain amount of money available to them and it is 21 District or up here?
22 then just not appropriated to them in a timely 22 A. I don't know.
23 fashion? 23 Q. If you look on the left-hand written notes
24 A. Right. 24 created in response to need of managing WAD accounts.
25 Q. Is that something that happened on any other 25 What does WAD stand for?
Page 93 Page 95

1 task orders that you are familiar with? 1 A. WAD.

2 A. All of them. 2 Q. What is that acronym for?
3 Q. Would that have been something that was 3 A. I don't know what WAD means. What is it an
4 taken into consideration regarding project controls 4 acronym for? WAD account is how the contractor is
5 that you know of? 5 paid.
6 A. I don't know how to explain that to you. 6 Q. Under that, there is, C-S-T-A-R, CSTAR. Do
7 Ask the question again a different way. 7 you know what that is an acronym for?
8 Q. The funding issue, if you know that you may 8 A. No. I'm sorry. I have no idea.
9 not have all the appropriations to complete the 9 Q. Turning to page 521 --
10 project, you know that you will go in increments. Is 10 A. Okay.
11 that the way they will try and work it? 11 Q. -- in part 9.0?
12 A. Right. You cannot -- let me -- 12 A. Uh-huh (affirmative response.)
13 THE WITNESS: 13 Q. Part 9.1?
14 I don't know how to explain this to him. 14 A. Okay.
15 You have to -- the way Congress appropriates 15 Q. It says, "Denver office personnel often
16 money, you have to be able to complete something. 16 found themselves overbooked resulting in stress in
17 You cannot not complete something. So when 17 maintaining the technical excellence as expected by
18 Congress -- when you award a modification, you 18 the client."
19 have to have a finished product. You cannot 19 A. Okay.
20 leave something unfinished. When we appropriate 20 Q. Were you as the contracting officer or
21 money, we had to appropriate enough money to 21 contracting specialist involved with supervising
22 complete a project and have enough money out 22 technical excellence --
23 there that you could close the project down. So 23 A. No.
24 any time that we did a modification, we had 24 Q. -- of WGI?
25 enough money that we could shut the project down 25 A. No.
Page 94 Page 96

24 (Pages 93 to 96)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Q. Were you at any point involved with 1 with? Were you ever a part of the award panels for
2 determining that this issue, not maintaining technical 2 Tar Creek or Pine Bluff or Task Order 26?
3 excellence was not adequately resolved as the close 3 A. No, I was not part of the award panel.
4 out of Task Order 26? 4 Q. Turn to the last page 523, Number 2. Do you
5 A. No. 5 see the handwriting?
6 Q. You don't know what it means when the guy 6 A. Uh-huh (affirmative response.)
7 writes on the side, "Law takes umbrage to them not 7 Q. "Deals made with the devil during funding
8 maintaining technical excellence as expected"? 8 interruptions presented to the Corps" -- I don't know
9 A. I have no idea what that means. 9 the next word is -- "preventative" -- maybe -- "Tulsa
10 Q. 10.0 indicates, "Metric personnel management 10 District from assigning the work to one of its CEC
11 system was entrenched cultural division between field 11 contractors." I think that would be CEC. Do you know
12 personnel and office personnel." Were you in any of 12 what a CEC contractor is?
13 the meetings you had either in New Orleans or up here 13 A. Those were the follow-on contracts.
14 in Tulsa, did you witness any of that cultural 14 Q. Can you tell me what that means?
15 division? 15 A. I'm sorry. I am brain dead. I awarded the
16 A. No, I did not. 16 CEC contracts after the TERC contracts. There were
17 Q. Did you ever interact with any of the field 17 nine of them. Like I said, I'm brain dead. I can't
18 personnel of Washington Group, or Morrison-Knutson? 18 remember what the acronym stands for.
19 A. No. 19 Q. Were those all under the HRTW type --
20 Q. Going to page 522, 6.0. "Task Order 26 20 A. HTRW.
21 yields several significant successes for the 21 Q. And so if you were assigned CEC contracts,
22 Washington Group. The client" -- I guess that would 22 would this indicate that WGI was not awarded the CEC
23 be the Corps of Engineers -- "regards Washington 23 contracts?
24 Group's technical performance as superior." Do you 24 A. They were not.
25 know that to be true? 25 Q. What was the process of awarding CEC
Page 97 Page 99

1 A. No, I do not. 1 contracts?

2 Q. Then it says -- this is scratched out -- 2 A. The same as awarding the two TERCs contracts
3 "Significance accomplishment given the impact of the 3 that we awarded.
4 corporation image from Tar Creek." Do you know what 4 Q. Was WGI considered -- did they try and
5 the image of WGI to Tar Creek was? 5 become awarded a CEC contract?
6 A. I have no idea. 6 A. I believe that they presented a proposal.
7 Q. You were involved with Tar Creek, correct? 7 Q. Who would have decided that they would not
8 A. I was. 8 get the contract?
9 Q. Were there any problems with that project? 9 A. Here again, we had a board of about 75
10 A. There were. 10 different people.
11 Q. Were there any concerns that WGI was not 11 Q. Were you on that board?
12 fulfilling its technical excellence requirements as 12 A. I was the contracting specialist,
13 expected by the Corps of Engineers, if you know? 13 contracting officer.
14 A. I don't know what the concerns would have 14 Q. What would your role with that board be?
15 been. 15 A. I wrote the documents that supported the
16 Q. So as a contracting officer and a 16 board's decisions.
17 contracting specialist, that is not part of your job 17 Q. But you were like the moderator of the
18 duties, I guess, or involvement. Is that correct? 18 board?
19 A. To -- 19 A. No.
20 Q. Understand what the company is doing in -- 20 Q. Were you a voting member of the board?
21 A. No. 21 A. No.
22 Q. When they are dealing with their award 22 Q. Were you more described what the directives
23 basis? 23 for the project -- would you put it in an
24 A. No. 24 appropriate --
25 Q. Is that something the award panel would deal 25 A. Yes.
Page 98 Page 100

25 (Pages 97 to 100)
Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Q. -- documentary form to be utilized? 1 MR. JOANEN:

2 A. Yes. That is correct. 2 No. No. I will re-ask it. I will
3 Q. Just so my understanding is clear, nothing 3 reformulate the question. I apologize. I was
4 that involved your handling of the contract under Task 4 trying to summarize what you said to move on.
5 Order 26 would have influenced your opinion of WGI 5 BY MR. JOANEN:
6 which lead you to vote against the CEC contract, 6 Q. My understanding of your previous testimony
7 correct? 7 none of your involvement with the Task Order 26
8 MS. CLAYMAN: 8 contract to WGI as either a contracting specialist or
9 Objection. She clearly stated that she did 9 contracting officer lead you to have the impression
10 not. 10 that you would be involved with not awarding the CEC
11 MR. JOANEN: 11 contract to WGI. Is that correct?
12 Is it an objection to form? 12 A. I did not have a voice in the award in any
13 MS. EL-AMIN: 13 of the CEC contracts.
14 Yes. 14 Q. Thank you. I was just making sure it was
15 MR. JOANEN: 15 clear for the record. Going down to Number 4. The --
16 What is wrong with the form? 16 it says, "The LDEQ bought it." Do you know what the
17 MS. CLAYMAN: 17 LDEQ stands for?
18 You are misinterpreting what she said. You 18 A. No, sir. I'm sorry. I don't.
19 said she said did not vote on that; you asked her 19 Q. What -- is this yours again?
20 if she voted on that. 20 A. Sorry. It is a message.
21 MR. JOANEN: 21 Q. The LDEQ is part of the Louisiana Department
22 No. I was summarizing. What was wrong with 22 of Environmental Qualify. When they say they bought
23 the form? 23 it, were you as a contracting officer or contracting
24 MS. EL-AMIN: 24 specialist for the Corps involved in any way with the
25 You are misinterpreting her statement. She 25 LDEQ buying anything that WGI was selling?
Page 101 Page 103

1 said she did not vote. She was not a voting -- 1 A. No.
2 your question you said when you voted. 2 Q. Number 5 says, "They completed a significant
3 MS. CLAYMAN: 3 environmental remediation job." Do you feel that the
4 Read back the question. You said it wrong. 4 Eastbank Industrial Area project was a significant
5 MR. JOANEN: 5 remediation job?
6 Are you raising an objection? 6 A. Here again, I have no idea.
7 MS. CLAYMAN: 7 Q. In relationship to the other task orders
8 I'm just saying -- 8 where would this one rank as far as level of
9 MR. JOANEN: 9 significance, if you know?
10 Yes or no; say to form and fine. 10 A. I have no opinion of significance. It was
11 MS. CLAYMAN: 11 an environmental job.
12 Form and fine. 12 Q. Based upon your involvement with the Tar
13 MR. JOANEN: 13 Creek project and the few Pine Bluff projects that you
14 I was discussing with her. If you want to 14 had, was this considered a more difficult project, the
15 jump in, feel fine; jump in whenever you like. 15 Eastbank in relation to those?
16 MS. CLAYMAN: 16 A. More difficult in what way?
17 Calm down. 17 Q. I don't know. As the Corps of Engineers
18 MR. JOANEN: 18 would evaluate it and probably have to pay for it?
19 Is that your phone? 19 A. No. It wasn't anymore difficult than
20 THE WITNESS: 20 anything else.
21 No. That is mine. 21 Q. The remainder of that says that, "Their
22 MR. JOANEN: 22 environmental staff had atrophy to the point of being
23 You can answer it. 23 nonexistence." Just finishing up that sentence?
24 MS. CLAYMAN: 24 A. Okay.
25 Can you read the question back? 25 Q. Were you as a contracting officer or
Page 102 Page 104

26 (Pages 101 to 104)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 contracting specialist involved in any way with 1 see WGI235?

2 evaluating whether the -- WGI's staff had atrophy to 2 A. (Views documents.) Statement of work. 1,
3 the point of being nonexistent? 3 June, '99. Okay.
4 A. I was not. 4 Q. Have you ever seen that document before?
5 Q. In the last one, Number 6, they made money 5 A. Which one?
6 dollars. You would be familiar with that because you 6 Q. The one I just handed you.
7 were the one that was involved with dispersal of 7 A. Yes. It was the original scope of work.
8 funds, correct? 8 Q. Were you involved with the drafting of that
9 A. I have no idea if they made money. 9 in any way?
10 MS. EL-AMIN: 10 A. No.
11 (Views documents.) 11 Q. Who would have drafted this?
12 BY MR. JOANEN: 12 A. I'm sorry. I don't know.
13 Q. I will show you this. I will not mark this 13 Q. If you look on page -- the second page of
14 as an exhibit. It has been marked on other documents, 14 that document, which is Number 6, page 6, portion 6 --
15 other depositions. I will give you this to clarify 15 A. Okay.
16 something. This is a Bates Number WGI 1 going through 16 Q. -- "Government furnished information" --
17 2229? 17 A. Okay.
18 A. (Views documents.) Okay. 18 Q. -- would you have been involved in any way
19 Q. This has been expressed to me this was Task 19 with putting that information together to send to WGI
20 Order 26. I will draw your attention to that first 20 in furnishing it to them?
21 page? 21 A. No. I was not involved with the document at
22 A. Okay. 22 all.
23 Q. Do you see on there it says, "A. Smith"? 23 Q. If you look at part 3, which is "project
24 A. That is me. 24 requirements" on page 1 --
25 Q. Other than signing that, what involvement 25 A. Okay.
Page 105 Page 107

1 did you have with that particular volume of documents 1 Q. -- it indicates, "All contractors shall
2 on that -- no. As far as that first page starts and 2 furnish all engineering services, materials, et
3 understanding that it develops from there, why would 3 cetera"?
4 you have to sign off on this? 4 A. Uh-huh (affirmative response.)
5 A. I didn't sign this. 5 Q. When they provided these engineering
6 Q. That is your A. Smith? 6 services who would those be provided to? I know not
7 A. Somebody put A. Smith on there. It is not 7 just the Corps of Engineers but is there a particular
8 me. 8 district?
9 Q. Why would they put your name on there? 9 A. It is going to State in the scope of work.
10 A. "Issued to A. Smith." I have never seen 10 Q. Okay. Is that indicated in here?
11 this document. 11 A. Should be.
12 Q. Okay. 12 Q. Maybe part 8 it would be --
13 A. I have no idea; I have never seen this. 13 A. I think so.
14 Q. Okay. 14 Q. Would that be where the information would
15 A. Keep in mind that things came to the 15 go?
16 district office that came into my office and got filed 16 A. Uh-huh (affirmative response.)
17 in the file room. 17 Q. In 8.2 which talks about the recommendation
18 Q. Sure. The reason I am up here is to find 18 reports, it says, "A contractor submits a draft and
19 out how it all worked. 19 final recommendation report to USACE in New Orleans
20 MR. JOANEN: 20 District"?
21 I will show what I will mark as Exhibit 3. 21 A. Yes.
22 (Exhibit 3 is marked for 22 Q. Would the Tulsa District be involved in
23 identification.) 23 reviewing that recommendation report?
24 BY MR. JOANEN: 24 A. They are not on the list.
25 Q. That is also in that same document that you 25 Q. Interesting -- well, I will ask you the
Page 106 Page 108

27 (Pages 105 to 108)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 question: Is your name listed on here anywhere that 1 recommendation report that document I just showed you?
2 you see? 2 A. (Views documents.) Okay.
3 A. No. 3 Q. If you look at that. Have you ever seen a
4 Q. And as a contracting officer, why is it that 4 document such as that before?
5 your name would not be listed on this document? 5 A. I have not.
6 A. Because at the time, John Weatherly was 6 Q. Have you been involved as either the
7 appointed as the contracting officer. 7 contracting officer or contracting specialist on Task
8 Q. At any point were you the contracting 8 Order 26 with any comments regarding or any reports
9 officer? 9 being prepared by WGI?
10 A. Yes. 10 A. No.
11 Q. At what point, did you become the 11 Q. The document indicates that the reviewers
12 contracting officer? 12 all seem to come from the New Orleans District of the
13 A. Any person in the Tulsa District who is a 13 Corps of Engineers. If you look on --
14 contracting officer is authorized to sign a document 14 A. Yes.
15 within their authority. 15 Q. -- review list, does that appear to be true,
16 Q. So as long as there was a document that 16 to the best of your knowledge?
17 involved $1 million or less, you could sign it? 17 A. To the best of my knowledge.
18 A. Yes. But in this particular case, John and 18 Q. We will attach that. Were you as a
19 I were the only ones who signed HTRW contracts. 19 contracting officer -- I'm looking at this. It
20 Q. Just to kind of blaze through these things 20 doesn't have your name on it. I am not trying to
21 kind of quickly, I will show you -- I will not mark it 21 trick you. Were you as the contracting officer or
22 as an exhibit. It has been attached already. The -- 22 contracting specialist involved with the approval of
23 Number 8 which indicates that a project report, 23 any reports prepared by WGI --
24 recommendation report would be prepared. This is the 24 A. No.
25 recommendation report. 25 Q. -- to be submitted to the Corps of
Page 109 Page 111

1 A. Okay. 1 Engineers? Did you have any understanding of -- you

2 Q. Have you ever seen that before? 2 know what a sheet pile is?
3 A. No. 3 A. What a what?
4 MS. EL-AMIN: 4 Q. Sheet pile?
5 May I see the Bates number? 5 A. No.
6 MS. CLAYMAN: 6 Q. Did you in your meetings with anyone
7 Would you read the Bates numbers into the 7 involved with Task Order 26, hear anyone talk about
8 record, please? 8 the flood wall that was alongside the Eastbank
9 MS. EL-AMIN: 9 Industrial Area?
10 The Bates numbers WGI038704 through 716. 10 A. No, sir.
11 MS. CLAYMAN: 11 Q. When you went down to New Orleans, did you
12 Thank you. 12 go to the Eastbank Industrial Area?
13 THE WITNESS: 13 A. Yes.
14 Oh, this is the whole thing? 14 Q. Did you see the flood wall that was
15 BY MR. JOANEN: 15 separating the area where the work was to take place
16 Q. I will show you -- 16 where the neighborhood was on the other side?
17 MR. JOANEN: 17 A. Yes.
18 I will mark this as Exhibit 4. 18 Q. Was there any discussions about work taking
19 (Exhibit 4 is marked for 19 place near that flood wall during the meeting that you
20 identification.) 20 were involved with?
21 BY MR. JOANEN: 21 A. Not that I recall.
22 Q. Your name is not on this. I am trying to 22 Q. Do you know what underseepage is?
23 understand what the involvement would be. This is 23 A. No.
24 WGI38610 through 38618. This appears -- it indicates 24 Q. Have you ever heard anyone in the meetings
25 that it is comments on the recommendation -- the draft 25 or any other events taking place regarding Task Order
Page 110 Page 112

28 (Pages 109 to 112)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 26 that discussed underseepage? 1 Engineering and Construction Division has someone on

2 A. No. 2 the scene to keep up with what is going on on a
3 Q. If WGI was going to initiate recommendations 3 day-to-day basis?
4 to the Corps, would those have come to you? 4 A. At IHNC?
5 A. No. 5 Q. Yes. Is that from the Tulsa District that
6 Q. What contract officer would be -- would WGI 6 has someone there or the New Orleans District that has
7 report to regarding recommendations? 7 someone there?
8 A. They wouldn't. 8 A. I am going to hope New Orleans District.
9 Q. What do you mean "they wouldn't"? 9 Q. Did the Tulsa District have one -- someone
10 A. I have no idea. They wouldn't. 10 there?
11 Q. Does a contracting officer have a quality 11 A. Not to my knowledge. I don't know. I have
12 assurance person down in New Orleans that is -- at the 12 no idea. I can't answer that question.
13 job site? 13 Q. In that work order from '99, that statement
14 A. Contracting officers don't have qualify 14 of work --
15 assurance people. 15 A. Okay.
16 Q. They don't? 16 Q. -- the documents that were produced to WGI
17 A. (Shakes head negatively.) 17 to review, who would have determined what documents
18 Q. How does a contracting officer -- how does 18 would be presented to WGI? Would that be the New
19 the Corp know what the Government is doing every day? 19 Orleans District or would that be the district up
20 A. Say that again. 20 here?
21 Q. I'm sorry. That is a bad question. Strike 21 A. Are you talking about this? (Indicating.)
22 that. How does the Government know what the 22 Q. Yes, ma'am.
23 contractor is doing on day-to-day basis in a project 23 A. We gave this to them.
24 such as Task Order 26? 24 Q. Right.
25 A. Engineering and construction have their 25 A. Who determined this would go to them?
Page 113 Page 115

1 qualify assurance people. 1 Q. No. What if you look at part 6, Government

2 Q. Do they -- does engineering and construction 2 furnished information --
3 report to a contracting officer? 3 A. Uh-huh (affirmative response.)
4 A. No. 4 Q. -- it says that New Orleans District would
5 Q. The engineering and construction that is on 5 provide a copy of the information but if you know who
6 the scene at the work site, is it engineering and 6 decided what information would be needed to be
7 construction from Tulsa District or is that 7 provided?
8 engineering and construction from New Orleans 8 A. I guess I am not understanding your
9 District? 9 question. Because it states right here "New Orleans
10 A. Who is responsible for the site? 10 District will provide one copy of the following site
11 Q. I am asking you. 11 documents for the contractor's technical review."
12 MR. EHRLICH: 12 That is pretty self-explanatory.
13 Is your question hypothetical? 13 Q. Well, my question is inartfully presented.
14 THE WITNESS: 14 Providing it could be considered just I will give it
15 Yeah. 15 to you; whereas someone higher than me says I am going
16 MR. JOANEN: 16 to give you something, someone higher than me could
17 No. 17 tell you to give to you these documents. I will
18 MR. EHRLICH: 18 simply go pull them off the shelf and give them to
19 Okay. You are talking about this actual -- 19 you. Someone else may be doing the engineering
20 MR. JOANEN: 20 analysis to determine what would be needed. Do you
21 Right. 21 know as a contracting officer or contracting
22 THE WITNESS: 22 specialist what group or where the group was located
23 You are talking about New Orleans; the IHNC? 23 that decided what documents would need to be reviewed?
24 BY MR. JOANEN: 24 A. No.
25 Q. The question I'm asking is you said the 25 Q. Your answer is you don't know?
Page 114 Page 116

29 (Pages 113 to 116)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. I don't know. 1 MS. EL-AMIN:

2 Q. That is all I needed to know. May I see 2 Thank you.
3 that again? 3 BY MR. JOANEN:
4 A. Yes, sir. 4 Q. If I were to tell you in this document on
5 Q. As the contracting officer or as the 5 page WGI246010 that it indicates that the sheet pile
6 contracting specialist for this, were you aware that 6 which is the metal that goes into the ground under the
7 the Eastbank Industrial Area was ultimately going to 7 flood wall on the Eastbank Industrial Area went down
8 be dredged to make a temporary bypass channel to put a 8 to minus 8 feet, would you have known that before just
9 new lock in that Industrial Canal? 9 now?
10 A. Where does it state that? 10 A. I don't even know what that means.
11 Q. It doesn't state that. I was just asking. 11 Q. Were you as the contracting officer ever
12 That was the '97 report that was generated to 12 involved with interpreting any construction agreements
13 Mississippi River -- 13 between WGI and the subcontractors?
14 A. I was not aware of anything of the sort. 14 A. No.
15 Q. Suffusive to say, you have not read the 15 Q. Were you as a contracting officer or in any
16 multivolume 1997 "Mississippi River Lock Replacement 16 of your meetings that you had either in New Orleans or
17 Project"? 17 up here, did you meet with anyone from the New Orleans
18 A. Wasn't on my top 10. You can keep that. I 18 District's flood control project engineering division?
19 have a copy right there. 19 A. No.
20 Q. No. Anything with that little sticker on it 20 Q. To your knowledge, have you met with anyone
21 has to go to the court reporter. I will not mark this 21 associated with Task Order 26 that would be from the
22 as one. I will show this is part of that report. 22 engineering division of the levee system down in New
23 A. Goody. 23 Orleans?
24 Q. Just ask you -- that is an appendix to, I 24 A. No.
25 think, Volume 5 -- have you ever seen that before? 25 Q. As the contracting officer, were you aware
Page 117 Page 119

1 A. No. 1 of any restrictions regarding work on or around the

2 MS. EL-AMIN: 2 flood control project on that Eastbank Industrial
3 Can you read the Bates number? 3 Area?
4 THE WITNESS: 4 A. No.
5 This down here? (Indicating.) The number 5 Q. As the contracting officer for this project,
6 for the "Mississippi River Gulf Outlet New Lock 6 were you questioned by any investigators or engineers
7 and" -- 7 either for the Corps of Engineers or any outside
8 MS. CLAYMAN: 8 agencies regarding any failures of the flood wall
9 Just the number. 9 during Hurricane Katrina?
10 THE WITNESS: 10 A. I didn't even know that that flood wall had
11 -- "connecting Channels" is WGI245973. 11 failed.
12 MS. EL-AMIN: 12 Q. Were you as a contracting officer involved
13 What is the last number? 13 with the work orders involving the sewage list station
14 THE WITNESS: 14 in that area?
15 Three. 15 A. No.
16 MR. JOANEN: 16 Q. Are you familiar that there was a sewage
17 I will read it. 17 list station that had to be removed from that area?
18 MS. EL-AMIN: 18 A. I was not aware of that.
19 On the last page. 19 Q. Were you involved in any way with the
20 THE WITNESS: 20 modification award to remove the additional subsurface
21 Oh, on the last page. Sorry. Eleven. 21 structures on the north end of the project?
22 MS. EL-AMIN: 22 A. I have no idea what you are talking about.
23 The whole number. 23 Q. There was a document that indicated there
24 THE WITNESS: 24 was like a wedding cake structure. Have you ever
25 WGI246211. 25 heard of that before?
Page 118 Page 120

30 (Pages 117 to 120)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. No. 1 up here? Did you -- do you remember meeting with

2 Q. It was a large concrete, metal, steel 2 someone from the company MMG?
3 foundation? 3 A. No.
4 A. Uh-uh (negative response.) 4 Q. MMG means Materials Management Group?
5 Q. Never were involved in that? 5 A. Right.
6 A. Didn't know about that. Sorry. 6 Q. One of the ladies who was a signatory on a
7 Q. Did you ever have any involvement with a guy 7 lot of these documents by the name of Jane Morgan. Do
8 named George Bacuta, B-A-C-U-T-A, or B-A-C-U-D-A? 8 you remember meeting a woman by the name of Jane
9 A. No. I don't know the name. 9 Morgan?
10 Q. Trying to get through this by 1:00. I will 10 A. Name does not ring a bell.
11 draw a quick little diagram to show you. You may 11 Q. On some of the -- you may have not known
12 understand my questions. 12 this. I'm not trying to trick you. On some of the
13 A. Oh, good. 13 approval pages for some of the reports, it indicates
14 Q. I'm not an artist. Imagine this being the 14 there would be USAC, NOD technical representative. To
15 ground? 15 your knowledge, would that NOD be New Orleans
16 A. (Views documents.) Okay. 16 District?
17 Q. And this is going to be the Eastbank 17 A. To my knowledge, yes.
18 Industrial Area. This square right here is going to 18 MR. JOANEN:
19 be a flood wall. That is that concrete structure that 19 I will show you what I will mark as Exhibit
20 is sitting above the ground. 20 5.
21 A. Okay. 21 (Exhibit 5 is marked for
22 Q. They also have in the ground sheet piles; 22 identification.)
23 these steel sheets that they push down to a certain 23 BY MR. JOANEN:
24 depth. 24 Q. And just ask you to look at this real quick.
25 A. Okay. 25 Again this is -- just for the record, this is WGI
Page 121 Page 123

1 Q. That is for whatever reason the Corps deems 1 340012 through WGI340023.
2 it appropriate. I will not surmise I know why they do 2 A. Uh-huh (affirmative response.) (Views
3 it. That was there, and the question I asked you did 3 documents.) Okay. "Subcontracting plan."
4 you know about the sheet pile going down to 8 feet, 4 Q. Right. That is the first page of the letter
5 this document that I showed you that you had not seen 5 addressed to Mr. Weatherly --
6 before, this would go down to minus 8 feet. 6 A. Okay.
7 A. Okay. 7 Q. -- who would be up here in the Tulsa
8 Q. Okay. There was a later document that was 8 District, correct?
9 produced by WGI where they seem to indicate that they 9 A. Okay.
10 thought the sheet pile depth went down to 25 feet. Do 10 Q. And it is dated June 27th, 2000, which is
11 you at any time as a contracting officer or as a 11 really kind of the -- within the first year or so of
12 contracting specialist have any knowledge of how 12 the project?
13 someone would believe the sheet pile that went down to 13 A. Right.
14 25 feet here? 14 Q. And it appears to be a proposal in response
15 A. Like I said, I didn't know what that thing 15 to a request for work?
16 is. I have no clue. 16 A. Okay.
17 Q. Right. The documents we went through 17 Q. The question I have for you if the
18 originally that had handwritings on it, which I 18 engineering and construction issues go to the New
19 thought was Exhibit 2 -- 19 Orleans District, why would the proposal come to the
20 A. Yes. 20 Tulsa District?
21 Q. -- indicated that a company called MMG had 21 A. This has nothing to do with the work. This
22 done a lot of subcontracting work there? 22 is subcontracting. This has to do with contract
23 A. Uh-huh (affirmative response.) 23 performance.
24 Q. In any of the meetings you had either in New 24 Q. You lost me there. Can you explain that to
25 Orleans or up here, did a representative from MMG come 25 me?
Page 122 Page 124

31 (Pages 121 to 124)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 A. Contract performance and work performance 1 to your knowledge?

2 are two different things. Subcontracting has to do 2 A. It's changing the scope of work from the
3 with how the contract is taken care of. This is a 3 original scope of work which you would take it to the
4 requirement of the contract itself. 4 original scope and compare it. That is what we
5 Q. Okay. 5 normally did and --
6 A. The work performance is how the work is 6 Q. I will tell you --
7 done. 7 A. You are going to have to tell me because
8 Q. Okay. 8 what I will do is compare them.
9 A. It is a requirement of the task order. The 9 Q. First one as I understand them, the first
10 subcontracting plan has to do with the basic contract. 10 one simply asks WGI to produce the recommendation
11 Ninety-four D21. The basic contract here under 11 report which I showed originally?
12 reference, if you look up here -- (indicating.) 12 A. Right.
13 Q. Okay. 13 Q. Then they decided to do an arsenic
14 A. -- that is the basic contract. The task 14 investigation.
15 order is Task Order 26. That is what we awarded task 15 A. Okay.
16 order under. 16 Q. The arsenic investigation took place. Then
17 Q. Okay. 17 this one I just showed you, Exhibit Number 6, is where
18 A. The subcontract is under the primary 18 they are now -- the Corp of Engineers is now telling
19 contract. So the subcontracting plan has to do with 19 WGI we want you to prepare work plans. That is as I
20 the basic contract. So the subcontracting plan -- 20 understand that.
21 subcontractors have to do with the basic contract. So 21 A. Okay.
22 they are meeting the requirements of the basic 22 Q. So the reason I showed you Exhibit Number 5,
23 contract which they proposed in their proposal when 23 which is a letter to John Weatherly June 27th, it
24 they sent it in to be evaluated and chosen out of the 24 involved proposal Number 96 regarding development of
25 other however many proposals we had. This has to do 25 work plans and so it seems to me -- I am looking for
Page 125 Page 127

1 with the basic contract. 1 you to tell me whether I'm correct or not -- that this
2 Q. Are they asked for funding here? 2 letter that would have been issued to Mr. Weatherly
3 A. No. I have not read it. I'm sorry. 3 along with the proposal dated June of 2000 would be in
4 MR. JOANEN: 4 response to that statement of work --
5 Okay. We are almost out of tape. Do you 5 A. Okay.
6 want to take a break? 6 Q. -- that I showed you as Exhibit 6 --
7 THE WITNESS: 7 A. Okay.
8 Sure. 8 Q. -- is that correct?
9 (The deposition was then recessed.) 9 A. It appears.
10 BY MR. JOANEN: 10 Q. So the reason I ask is I am trying to
11 Q. Ms. Smith, I am trying to understand the 11 understand why is it that WGI would be forwarding this
12 document I showed you before to get an understanding 12 to the Tulsa District as opposed to the New Orleans
13 of the process by which in particular Tulsa District 13 District this proposal?
14 is involved with this. 14 A. They -- are we back to -- which one are we
15 MR. JOANEN: 15 back to?
16 I will show you what I have marked as 16 Q. Five.
17 Exhibit 6. 17 A. Because it is the subcontracting plan. We
18 (Exhibit 6 is marked for 18 are going back to the subcontracting plan.
19 identification.) 19 Q. Well, yes, the development of the work plan,
20 BY MR. JOANEN: 20 right?
21 Q. This is dated May 15th, 2000, WGI37722 21 A. Going back to 6?
22 through WGI37728 and ask you if you can identify that? 22 Q. Yes. In that, that predates the letter of
23 A. Okay. (Views documents.) It is a 23 5. Do you see that -- that statement of work is
24 modification 3 to Task Order 26. Okay. 24 May 15th, 2000?
25 Q. And that modification what is it requesting, 25 A. Okay.
Page 126 Page 128

32 (Pages 125 to 128)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Q. At that point, they tell WGI we have read 1 A. Okay. Repeat the question. I'm sorry.
2 your recommendation report. Based on that, we want 2 Q. In any of the modifications that you were
3 you to prepare work plans to tell us the scope of work 3 involved with that involved a proposal of some sort,
4 of what you are going to do on the Eastbank Industrial 4 were you involved in negotiations, you personally?
5 Area? 5 A. I do not remember if I was or not.
6 A. Okay. 6 Q. In looking at the proposal it seems to
7 Q. It doesn't mention any monies right there. 7 indicate there are a number of technical
8 A. Right. 8 considerations, engineering specifications?
9 Q. Within the -- with a little over a month, 9 A. For which?
10 WGI produces to the Tulsa District -- and Steve Rowe 10 Q. In Exhibit 5.
11 is the program manager for the TERC produces to John 11 A. Okay.
12 Weatherly the contracting officer up here a 12 Q. The proposal itself, the development of the
13 proposal -- 13 work plans. Do you know whether John Weatherly has
14 A. Okay. 14 sufficient engineering background to be able to
15 Q. -- saying -- I am looking at the letter -- 15 consider what the appropriate cost for an engineering
16 the total types of proposal including 80 percent fixed 16 service would be?
17 fee is $339,357. It seems to me based on looking at 17 A. I do not know that.
18 this that WGI is telling the Corps of Engineers in 18 Q. Do you as a contracting officer, would you
19 exchange for you giving us $339,357 we will prepare 19 be able to know what an appropriate engineering cost
20 the work plans specified in here. 20 would be a modification?
21 A. Okay. 21 A. I do not have an engineering background. I
22 Q. My question is why if the technical 22 have no knowledge.
23 considerations go to the engineering and construction 23 Q. Is there any guidelines given to you -- I
24 in New Orleans would this proposal come up to the 24 will give you an analogy. When you get a car fixed,
25 Tulsa division and instead of New Orleans division? 25 there is set rate a mechanic may do when you change
Page 129 Page 131

1 A. We received them concurrently. We both 1 your brakes or change your oil, you can figure the set
2 received a copy and they were negotiated. 2 rate is X amount of dollars, you make a little
3 Q. Okay. 3 overhead profit to make it worth its while. Is there
4 A. Even though they proposed -- see "In 4 any similar type of documentation that the Corps of
5 negotiations between USACEs and MK" -- see it says 5 Engineers maintains that digging a hole 15 feet, by 15
6 "negotiations." 6 feet, by 15 feet would be X amount of dollars?
7 Q. Uh-huh (affirmative response.) 7 A. I do not have any knowledge of that.
8 A. In negotiations between USACEs and MK. 8 MR. JOANEN:
9 Q. Okay. 9 Let me show you what I will mark as Exhibit
10 A. So they agreed upon the cost. 10 7.
11 Q. Okay. 11 (Exhibit 7 is marked for
12 A. They have negotiated. "We received the 12 identification.)
13 proposals concurrently. Negotiations" -- they have to 13 BY MR. JOANEN:
14 send us the final cost to the contracting officer so 14 Q. This is WGI038174 and WGI038175. This one
15 that we have the final cost. New Orleans then sends 15 is dated later than the other one. This one is
16 us the money. The final cost document from the 16 addressed to you.
17 contractor has to come to the contracting office, the 17 A. (Views documents.) Okay.
18 statement has to come to the contracting officer. 18 Q. Do you recall seeing that?
19 Q. Okay. To your knowledge, who would have 19 A. I don't recall it. Obviously I did.
20 handled the negotiations on June 21st? The Tulsa 20 Q. Is there a reason that that letter would be
21 District? 21 addressed to you as opposed to John Weatherly like the
22 A. I don't know. 22 previous one was?
23 Q. In any of the matters that you have been 23 A. I was the one that they were working with.
24 involved with Task Order 26, were you involved in 24 Q. But is there any -- either based on the
25 negotiations? 25 nature of the work being performed, it doesn't seem to
Page 130 Page 132

33 (Pages 129 to 132)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 be the monetary amount because the other amount was 1 Q. No. No. I am asking in looking at the
2 less than a million as well why they would addressing 2 document is the amounts of money being requested
3 it to you as opposed to Mr. Weatherly? 3 amended in any way?
4 A. Have I -- I'm sorry. I have no idea. 4 A. I don't know; has nothing to do with money.
5 Q. What was the purpose for that letter being 5 It has to do with the amount of work.
6 sent to you? What were they trying to communicate to 6 Q. Okay.
7 you? 7 A. If you -- did you. Never mind. Scope of
8 A. That we had agreed upon an amount. 8 work change.
9 Q. For what proposal? 9 Q. Okay.
10 A. For Task Order 26, modification Number 10. 10 MR. JOANEN:
11 Q. Do you recall what modification Number 10 11 I will show you what I will mark as Exhibit
12 was? 12 10.
13 A. Change order. I can give you an amount, but 13 (Exhibit 10 is marked for
14 I have no idea what the work was for. It was 14 identification.)
15 obvious -- from this I can state there was an obvious 15 BY MR. JOANEN:
16 increase in cost because there is an increase in the 16 Q. Which is WGI054419. You will want to hold
17 base standing award fee. 17 on those to WGI05443.
18 MR. JOANEN: 18 A. (Views documents.)
19 I will show you what I will mark as Exhibits 19 Q. That is modification 2610, correct?
20 8 and 9. 20 A. Yes, it is.
21 (Exhibits 8 and 9 are marked for 21 Q. Basically what I will -- kind just of
22 identification.) 22 summarize it for you. They discovered they had this
23 BY MR. JOANEN: 23 large subsurface concrete structure that we referred
24 Q. Number 8 is WGI057606 through WGI057615. 24 to formally as a wedding cake structure for whatever
25 Number 9 is WGI057592 to WGI057601. I will you a 25 reason.
Page 133 Page 135

1 chance to look at those. 1 A. Okay.

2 A. (Views documents.) Okay. 2 Q. So the statement of work predates both the
3 Q. Have you seen those documents before? 3 proposals and the letter, correct?
4 A. I do not recall them. 4 A. This is dated 6, August; these are dated --
5 Q. Are those documents the documents that are 5 the second one is dated 24 September. Okay.
6 referenced in the letter that I showed you? 6 Q. It appears to me in reviewing the documents
7 A. Yes, they are. 7 that once these subsurface structures were discovered
8 Q. The reason those kind of stuck out to me was 8 the Corps decided that it was important to remove
9 that there is two different versions? 9 those structures so they issued the statement of work.
10 A. Exactly. 10 Is that the way it would have worked?
11 Q. Can you explain why there are two different 11 A. Correct.
12 versions? 12 Q. That statement of work doesn't say what it
13 A. They were revised; the original was revised. 13 is going to cost or what the client would be expected
14 Q. What was the purpose for the revision? 14 to receive in exchange for that amount, correct?
15 A. I do not know. 15 A. The statement of work does not state cost.
16 Q. Was there a change in the amount of monies 16 Q. Would the statement of work before the work
17 involved? 17 is authorized and approved need to know what the
18 A. Again, I state I don't know why they were 18 amount is available? You said like an appropriations
19 changed. 19 issue before when we were discussing that. Would the
20 Q. By looking at them, can you tell whether the 20 Corps of Engineers need to know what it was going to
21 revision involves an increase in monies? 21 cost to remove before they said go ahead and do it?
22 A. I'm not an engineer. I don't know. 22 A. The Corps of Engineers is always going to
23 Q. I'm sorry? 23 have an estimate, but they are not going to tell the
24 A. I'm not an engineer. I don't know why they 24 contractor what it is.
25 were changed. 25 Q. Okay. So then what is the next step? They
Page 134 Page 136

34 (Pages 133 to 136)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 ask the contractor to produce a proposal? 1 taken place in the system?

2 A. Exactly. 2 A. (Nods head affirmatively.)
3 Q. Then the proposal -- here you have two of 3 Q. Now, when you received that letter is there
4 them. One was produced. Then there was a revision? 4 anything that you then do with that other than file?
5 A. Exactly. 5 Is there any responsibilities you have to then
6 Q. Then after the revision, you are notified 6 transfer monies or to report to anybody?
7 that a price has been agreed upon? 7 A. There -- I have to put together the
8 A. Exactly. 8 modification, the back-up paperwork that goes with it.
9 Q. That is the letter that does specify the 9 Q. Okay.
10 price? 10 A. Process the modification.
11 A. Exactly. 11 Q. That is preparing documentation --
12 Q. Were you involved -- what was your 12 A. Uh-huh (affirmative response.)
13 involvement in this whole process from the development 13 Q. -- correct?
14 of the statement of work to you receiving this letter 14 MR. JOANEN:
15 as the contracting officer? 15 I will show you what I will mark as Number
16 A. I don't remember. That is seven years ago. 16 11.
17 I do not remember my involvement. 17 (Exhibit 11 is marked for
18 Q. In a general sense, would you have been 18 identification.)
19 involved in the negotiation phase which may be going 19 BY MR. JOANEN:
20 from the first proposal to the revised proposal? 20 Q. I will tell you quite candidly, I don't
21 A. With this particular contractor, probably 21 propose to understand it. I will give it to you and
22 not. 22 hopefully you can help me with that. This is marked
23 Q. Why would that be? 23 WGI000637 to WGI000652. I will ask you if can look
24 A. Because it was -- he was located in New 24 through that and identify what that would be?
25 Orleans. 25 A. (Views documents.) Here again we are
Page 137 Page 139

1 Q. In a general sense, who would have handled 1 talking about Task Order 2610.
2 the discussions after the statement of work is 2 Q. The same one we have been discussing?
3 produced to the proposal? Would it have been Tulsa 3 A. Exactly. Okay. Actually, we are not
4 District or New Orleans? 4 talking -- this is something entirely different. You
5 A. New Orleans. 5 have got the cover letter to 2610. Then you have got
6 Q. Just so I'm clear -- I know I am repeating 6 something entirely different.
7 myself. I just want to clarify -- the reason you were 7 Q. Okay. If you look at the numbers on the
8 on this letter is because it is within your boundaries 8 bottom, are they in sequential order?
9 as a contracting officer? 9 A. Yes.
10 A. Yes. 10 Q. They were produced to me in that fashion
11 Q. You need to be notified as a contracting 11 that is why I am asking you the question.
12 officer that the New Orleans District is, I guess, 12 A. This is the cover letter to your
13 requesting monies or authorizing that the work be done 13 modification you talked to me about.
14 for the fee? 14 Q. Okay.
15 A. Yes. 15 A. This is -- these are -- there is an award
16 Q. Okay. Once you received -- at this point 16 fee mod. This is task order 2611, this is a whole
17 when you received that letter, have you already spoken 17 different task order.
18 to the New Orleans District when you said that 18 Q. They nothing to do with each other?
19 individuals were down there and called and said we 19 A. No.
20 need money pretty quickly? Would that have happened 20 MR. JOANEN:
21 before you received this letter or after you received 21 Let's make an Exhibit 12 then.
22 this letter? 22 (Exhibit 12 is marked for
23 A. Before. 23 identification.)
24 Q. Okay. When you received that letter that is 24 BY MR. JOANEN:
25 basically just documenting that which has already 25 Q. We will put that on WGI000638 and ask you if
Page 138 Page 140

35 (Pages 137 to 140)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 you can identify that? 1 have produced a similar type document for that one?
2 A. (Views documents.) This is award fee mod. 2 A. I'm sorry. Repeat that.
3 Q. Okay. What does that mean? 3 Q. Number 11 which is the award mod for
4 A. An award fee mod is what I was talking about 4 modification 2610 where additional monies are received
5 earlier in the day when we were talking about how we 5 and then you get the letter dated October --
6 grade the contractor with the five different 6 A. Uh-huh (affirmative response.)
7 performances money that they earn and that we can take 7 Q. -- indicating that there is an agreement
8 away from them for not performing properly and these 8 made, would you then prepare the modification? Would
9 are -- they had 1, 2, 3, 4, 5, 6 different task orders 9 that be similar to what we have there? Same type of
10 they were graded on at this point. One of them was 10 documentation where you fill out the paperwork and --
11 Task Order 26 and the award fee mod in this particular 11 A. Yes. Yes.
12 case is modification Number 11. And for Task Order 12 Q. Just one minute. Let me review real quick
13 2611 -- let's find it -- the award fee available was 13 something. Do you know a guy name Alvin Clouatre is?
14 $309,000. The award -- I'm sorry. The award fee 14 A. No, I do not.
15 available was $77,000 and they were awarded $64,000 of 15 Q. He is listed in some of the files as a
16 the award fee. 16 quality assurance officer. Do you know whether the
17 Q. And in that documentation is there a 17 Tulsa District has a quality assurance officer up here
18 indication of -- 18 that would have been involved in assuring the quality
19 A. No. 19 of work down in New Orleans for the project?
20 Q. -- what they have been done right or wrong? 20 A. No.
21 A. I'm sorry. No, there is not. They received 21 Q. No, you don't know or, no, there was none?
22 that in earlier correspondence; the grading period was 22 A. No. I don't know.
23 from January through March of 2001. 23 Q. As a either the contracting officer or the
24 Q. So if I understand your testimony from 24 contract specialist on this Task Order 26, were you
25 January through March, their work performance from 25 aware of any restrictions as to how far down the
Page 141 Page 143

1 that period was evaluated and it was determined that 1 excavations could go without causing risk of harm to
2 it was entitled to an award of which was done. Is 2 the adjacent levee flood wall?
3 that correct? 3 A. I have no idea.
4 A. Uh-huh (affirmative response.) 4 Q. I forgot to tell you in the beginning, you
5 Q. Were you involved in that evaluation process 5 have an opportunity, if you like, to review the
6 in any way? 6 deposition transcript to find out if there was
7 A. I awarded the mod. 7 anything that you said that was taken down improperly.
8 Q. Were you told to award the mod by the award 8 A lot of times engineers and doctors do that because
9 board, or were you involved in the determination that 9 they have a lot of technical terms. You have the
10 their work product was sufficient? 10 right to do that. When you are finished, you will
11 A. Neither one of those. 11 consult with your attorneys. The way the process
12 Q. Okay. How did you come about to be the one 12 works, the court reporter will send a copy directly to
13 to award the mod? 13 your attorney or directly to you, whatever you choose.
14 A. I received the award fee mods from the award 14 You would look at it as being acceptable or you would
15 fee board and made the awards. 15 make certain corrections and changes to it but you can
16 Q. Did the award fee board specify how much 16 reserve that right until the end.
17 would be awarded? 17 A. Okay.
18 A. Yes. 18 Q. Just a few quick follow-up questions here.
19 Q. So my question to you -- and if I didn't say 19 Did you ever have any involvement with a guy by the
20 it clearly, I apologize -- you were not involved in 20 name of Richard Lesser --
21 the technical consideration of whether they had earned 21 A. No.
22 or should receive that award? 22 Q. -- who is with WGI? How about the chief of
23 A. No, I was not. 23 the Engineering Division in New Orleans Walter Baumy?
24 Q. Now, for that modification Number 10 where 24 A. No.
25 there was a request to do additional work, would you 25 Q. I know I asked you this earlier, George
Page 142 Page 144

36 (Pages 141 to 144)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 Bacuta, B-A-C-U-T-A. Did you ever have any 1 Canal?

2 involvement or discussions with him? 2 A. No.
3 A. No. 3 Q. Do you recall in either the meeting you had
4 Q. How about Lee Guillory? 4 when you went down to New Orleans or the one that you
5 A. Yes. 5 were up here for that Mr. Montegue was involved in if
6 Q. How much involvement did you have with Lee 6 there was discussions regarding ground water flow
7 Guillory? 7 moving both towards and away from the Canal?
8 A. He was my contact for the money. 8 A. No.
9 Q. In discussions with the money, were there 9 Q. So I guess you know, ground water flow as it
10 any discussions that you had with him regarding 10 relates to this and testified in previous litigation
11 technical and performance considerations of the 11 is underground water that moves naturally in
12 contract down at the Eastbank Industrial Area? 12 Louisiana?
13 A. Sometimes but they were -- they were not 13 A. No.
14 germaine to the project because I didn't have anything 14 Q. It is all swamp down there. Anyway did you
15 to do with the technical. He did. He would talk to 15 hear any communications in either the meetings you had
16 me about it sometimes. There was not anything I could 16 down there in New Orleans, up here with Mr. Montegue
17 do about it. 17 or in any telephone conversations with Mr. Guillory
18 Q. Did you ever have any conduct with an 18 that because of the removal of subsurface soils and
19 individual by the name of Robert Lundberg, 19 the foundations of buildings and canal drains, that
20 L-U-N-D-B-E-R-G? 20 the soil subsurface had been modified on the account
21 A. No. 21 of this excavation removal of new fill and that the
22 Q. In any of the technical considerations, you 22 current ground water flow information pointed to a
23 had with Mr. -- 23 flow of ground water away from the Canal?
24 A. Guillory. 24 A. No. I have no knowledge of that.
25 Q. -- Guillory, did you ever discuss ground 25 Q. Are you aware -- when did you retire?
Page 145 Page 147

1 water flow? 1 A. Three years ago.

2 A. No. 2 Q. Would that have been before or after
3 Q. Do you know what ground water glow is? 3 August 4th, 2005?
4 A. Not the technical definition. 4 A. Before I think.
5 Q. It is probably an unfair question. 5 Q. The reason I am asking is there was
6 A. Right. 6 communications that indicate that the Corps of
7 Q. I guess the question would be first off not 7 Engineers, George Bacuta in particular, had concerns
8 knowing technically what ground water flow would be, 8 about the change in ground water flow because the
9 do you recall it being in any meetings where that term 9 sheet pile definitely went down to 8 feet, the picture
10 was discussed? 10 I showed you?
11 A. No. 11 A. Yeah.
12 Q. Was there ever a time where you saw the term 12 Q. Do you remember there being any concerns
13 "ground water flow" -- especially as it would relate 13 voiced in the meetings you were in or the
14 to the flood wall in the Eastbank Industrial Area -- 14 conversations you had with anybody that the ground
15 in any correspondence or any reports that you would 15 water flow changing is now flowing towards the flood
16 have read and been curious to know what the heck they 16 wall would be an issue?
17 are talking about? 17 A. No.
18 A. No. 18 Q. As a contracting officer if such a situation
19 Q. If there was an indication -- remember I 19 arose where there was concerns about the work that was
20 talked about that 1997 report regarding the lock 20 being done having a detrimental affect either on some
21 replacement program? 21 of the structures near there or the community near
22 A. (Nods head affirmatively.) 22 there, what division would have been involved in
23 Q. Did you ever hear any conversations 23 trying to address those concerns?
24 regarding the fact that the ground water flow in that 24 A. I have no idea.
25 area flowed both towards and away from the Industrial 25 Q. Would the contracting officers both in your
Page 146 Page 148

37 (Pages 145 to 148)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 strata of million dollars or less signature authority 1 A. Yes.

2 or the ones above that have a higher, would they be 2 Q. Would there be a number of people you didn't
3 involved in those discussions? 3 know or a random person there you would not know?
4 A. I don't know. 4 A. Number of people I wouldn't know.
5 Q. At any time, did you discuss with Rex 5 Q. Would they be introduced to you?
6 Ostrander or any of your higher level contracting 6 A. Yes.
7 officers about the work being performed on the 7 Q. Were they were -- were they people from the
8 Eastbank Industrial Area and any affects it may have 8 Corps of Engineers that you didn't know --
9 on the neighboring community? 9 A. Yes.
10 A. No. 10 Q. -- in the New Orleans District? When they
11 Q. I kind of forget my question. No, you don't 11 were introduced to you, was there a reason for being
12 recall having those conversations or, no, you 12 there explained to you, for example, this guy is Joe
13 didn't -- 13 Blow who is an expert in this field?
14 A. I don't recall having it. I didn't have 14 A. No.
15 any; never occurred to me to have a conversation like 15 Q. To your knowledge, at any of the meetings
16 that. 16 you were involved with, did WGI have a geotechnical
17 Q. On any of the other task orders that you 17 expert, one who would discuss any impacts that the
18 worked on Tar Creek, Pine Bluff, et cetera, did you as 18 work was going to have on levees?
19 a contracting officer or contracting specialist get 19 A. No.
20 involved with any communications that may have come 20 Q. To your knowledge, at any of the meetings,
21 about as a result of concerns that work being 21 was there any discussion at all about the work that
22 performed on the project may detrimentally affect the 22 was being performed on the Eastbank Industrial Area
23 neighboring community? 23 and any possible affect it would have on the levee?
24 A. No. 24 A. No.
25 Q. How about before you got involved with the 25 MR. JOANEN:
Page 149 Page 151

1 HTRW projects when you were at the Air Force base? 1 I have no more questions. Someone else may.
2 Were you involved in that degree with any aspects of 2 I have no more.
3 community impact or neighboring community impact? 3 MS. EL-AMIN:
4 A. No. 4 Thank you. No questions.
5 Q. In any of the meetings -- if I asked this 5 MS. CLAYMAN:
6 question before, I apologize. I will finish up real 6 No questions.
7 quick. The meeting you had in New Orleans and the 7 (The proceedings were concluded.)
8 meeting you had up here that Mr. Montegue came up for, 8
9 do you recall whether there was anyone from the Corps 9
10 of Engineers that was a specialist in geotechnical 10
11 issues, which are the soils, and things involving 11
12 ground water flow, things like that? Do you know if 12
13 anybody from one of those divisions would have been 13
14 there? 14
15 A. No. I don't recall. I don't remember 15
16 anybody. I didn't know what they did. 16
17 Q. Okay. 17
18 A. I have no idea what their background was. 18
19 Q. At these meetings was it formal enough that 19
20 they would give out who is going to be there and an 20
21 agenda, or was it just everybody kind of get together 21
22 and kick things around? 22
23 A. To my knowledge, there was not an agenda. 23
24 Q. At any of these meetings, was there anybody 24
25 that you didn't know? 25
Page 150 Page 152

38 (Pages 149 to 152)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008

1 WITNESS' CERTIFICATE
2
3 I, FRANCES ARLENE SMITH, read or have had the
4 foregoing testimony read to me and hereby certify that
5 it is a true and correct transcription of my
6 testimony, with the exception of any attached
7 corrections or changes.
8
9
10
11 __________________________
12 (Witness' Signature)
13
14 Witness: Please sign above and initial appropriate
15 space below.
16
17
18 ----- Signed with corrections as noted.
19 ----- Signed with no corrections noted.
20
21 DATE TAKEN: 6/3/2008
22
23
24
25
Page 153

1 REPORTER'S CERTIFICATE
2
3 I, CERI-ANNE WEBSTER, Certified Court Reporter,
4 do hereby certify that the above-named witness, after
5 having been first duly sworn by me to testify to the
6 truth, did testify as hereinabove set forth;
7 That the testimony was reported by me in
8 shorthand and transcribed under my personal direction
9 and supervision, and is a true and correct transcript,
10 to the best of my ability and understanding;
11 That I am not of counsel, not related to counsel
12 or the parties hereto, and not in any way interested
13 in the outcome of this matter.
14
15
16
17
18
19
20
21
22
23 ____________________________
24 CERI-ANNE WEBSTER(NO. 20004)
25 CERTIFIED COURT REPORTER
Page 154

39 (Pages 153 to 154)

Johns Pendleton Court Reporters 800 562-1285
SMITH, FRANCES ARLENE
6/3/2008
Page 155

A 5:23 119:12 150:13,16,24 88:21 104:4

abatement 38:14 advance 9:24 agrees 93:10 anymore 10:11 112:9,12,15
ability 154:10 17:15 28:16 ahead 41:14 70:14 104:19 117:7 119:7
able 57:19 84:21 advertised 19:2 136:21 anyway 25:14 120:3,14,17
94:16 131:14 36:20 Air 11:18 12:1 64:25 65:1 121:18 129:5
131:19 advertisement 12:18 21:22,23 82:2 89:2 145:12 146:14
above-ground 19:4 22:5,19 23:19 147:14 146:25 149:8
48:6 affect 148:20 23:23 24:2 apologize 26:4 151:22
above-mentio... 149:22 151:23 26:4,6,15 27:9 62:25 75:2 areas 47:14,15
6:3 affirmative 7:10 27:15,19,23 103:3 142:20 Arkansas 42:12
above-named 22:14 26:11 28:2,8 29:7 150:6 Arlene 1:16 6:1
154:4 33:23 38:10,22 36:4,10,16 appear 68:8 6:8 153:3
acceptable 11:10 56:15 60:16 150:1 111:15 ARMY 1:18
87:7,12 144:14 62:12,15 64:19 allotment 53:11 APPEARANC... arose 51:2
access 57:3 65:24 67:12 allotted 55:22 2:1 3:1 148:19
accomplish 85:4 71:10 78:4,11 allow 8:4 60:14 appears 68:14 arsenic 127:13
accomplished 78:21 80:9 61:12 110:24 124:14 127:16
74:15 85:20,25 87:9 allowed 23:7 128:9 136:6 artist 121:14
accomplishment 92:9,20 93:12 57:2 86:5 appendix 117:24 asked 57:7 59:13
98:3 96:12 99:6 allowing 8:7 applied 16:4 73:20 101:19
account 78:14 108:4,16 116:3 allows 7:4 19:5,6 32:10 122:3 126:2
96:4 147:20 122:23 124:2 alongside 112:8 36:21,24 144:25 150:5
accounting 130:7 139:12 Altus 27:2 apply 16:7 asking 24:16
13:21,23 15:18 142:4 143:6 Alvin 143:13 appointed 109:7 34:2,16,23,25
accounts 95:24 affirmatively amended 135:3 appropriate 35:8 36:11
accurately 7:15 20:11,14 40:23 amount 51:6 94:20,21 39:21 74:17,22
achieve 74:16 63:9 64:13 55:10,22 60:18 100:24 122:2 88:1 91:14
acronym 29:14 139:2 146:22 63:16 85:10 131:15,19 114:11,25
41:19 96:2,4,7 aforementioned 93:21 132:2,6 153:14 117:11 135:1
99:18 5:5 133:1,1,8,13 appropriated 140:11 148:5
ACTION 1:6 agencies 9:5 134:16 135:5 26:22 93:22 asks 127:10
actual 114:19 120:8 136:14,18 appropriates aspect 58:3
add 16:11 39:11 agency 41:11,16 amounts 135:2 94:15 aspects 49:2
additional 86:19 agenda 150:21 analogy 131:24 appropriations 150:2
86:25 87:7,12 150:23 analysis 116:20 93:14 94:9 assembled 18:25
120:20 142:25 agent 41:23 analytical 87:1 136:18 assigned 21:21
143:4 Aggressive 75:4 answer 5:13 8:5 approval 111:22 21:24 22:2,3
address 148:23 ago 11:7 13:9 79:1 82:1 95:1 123:13 23:23 25:20
addressed 124:5 137:16 148:1 102:23 115:12 approved 61:3 26:1,15,25
132:16,21 agree 40:10,15 116:25 136:17 99:21
addressing agreed 5:3 80:13 anticipate 53:18 approximately assigning 43:16
133:2 130:10 133:8 anybody 25:10 27:17 29:6 99:10
adds 39:8 137:7 68:9 69:6,24 area 11:23 33:7 assignment 26:5
adequately 97:3 agreement 54:3 69:24 70:1 34:8 38:2 associated 26:6
adjacent 144:2 54:20 143:7 88:23 89:14 46:15,20,21,24 27:20 75:5
administering agreements 139:6 148:14 69:8 81:2 86:8 83:4 86:16

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 156

119:21 award 18:20 51:10 58:25 Baumy 144:23 60:18,19

assume 73:22 19:7,10,11 70:5 90:3,8 began 30:22 borrowing 62:10
80:11 25:4 35:10 92:5 102:4,25 beginning 144:4 62:17 63:1,7
assuming 81:10 39:9,9,13 128:14,15,18 begs 25:10 63:10,19 80:14
assurance 64:17,20,21 128:21 behold 63:22 bosses 45:14
113:12,15 65:3,4,6,12,13 background 9:3 belief 91:15 bottom 66:24
114:1 143:16 92:13 94:18 10:9,16 16:2 believe 34:12 72:13 82:11
143:17 98:22,25 99:1 19:8 20:22 37:13,15,16 140:8
assuring 143:18 99:3 103:12 39:15 131:14 41:8 83:13 bought 103:16
atrophy 104:22 120:20 133:17 131:21 150:18 84:6 89:7 103:22
105:2 140:15 141:2,4 backgrounds 100:6 122:13 boundaries 62:5
attach 111:18 141:11,13,14 86:5 believes 93:20 138:8
attached 109:22 141:14,16 back-up 79:20 bell 123:10 boxes 36:22,22
153:6 142:2,8,8,13 139:8 best 37:3 111:16 brain 99:15,17
attention 105:20 142:14,14,16 Bacuta 121:8 111:17 154:10 brakes 132:1
attorney 2:7,13 142:22 143:3 145:1 148:7 bid 19:6 32:17 branch 2:16
6:10 144:13 awarded 19:14 bad 21:14 49:20 32:17 36:8,17 14:14 28:24
attorneys 2:23 19:15 22:23 50:10 113:21 bidder 19:8,9 29:2,5
44:5 144:11 33:5 35:9,13 BAILEY 3:7 36:17 BREACHES 1:4
audit 41:7,10,11 35:14 36:17 bank 48:18 bidding 22:17 break 7:22,24,25
41:13,16,23 37:19,21 44:9 73:13 76:13,17 35:19 13:10 14:2,3
67:24 68:3 44:9,10,12,20 78:12,13 93:5 bids 19:7 14:17 66:12,16
August 50:11 44:20 66:2 Baronne 2:5 biggest 85:7 67:6 126:6
136:4 148:3 78:10 92:14 base 11:18 12:2 binding 28:9 bring 46:9 61:20
authority 28:11 93:11 99:15,22 12:18 21:22,23 bit 51:17 64:11 broken 16:22
28:23 43:16 100:3,5 125:15 22:5,19 23:20 77:10 brought 40:14
45:9 64:3 141:15 142:7 23:23 24:2 blaze 109:20 59:12 68:22
84:15 109:15 142:17 26:5,7,16 27:9 block 11:11 84:15
149:1 awarding 18:23 27:15,19,23 Blow 151:13 BRUNO 2:3,3
authorization 35:20 37:18 28:2,8 29:8 Bluff 34:19 build 26:20
28:20 66:2 99:25 36:4,10,16 35:18 38:6,17 82:12
authorizations 100:2 103:10 133:17 150:1 42:9,12,20 building 19:13
28:14 awards 22:20 based 104:12 43:1,5,11 99:2 19:15 26:18
authorize 77:19 25:1 26:19 129:2,17 104:13 149:18 buildings 147:19
authorized 76:21 142:15 132:24 board 65:13,13 built 26:16 32:13
63:20 109:14 aware 87:11,13 basic 125:10,11 100:9,11,14,18 32:16,19,21
136:17 117:6,14 125:14,20,21 100:20 142:9 bullet 68:13
authorizing 119:25 120:18 125:22 126:1 142:15,16 business 10:16
138:13 143:25 147:25 basically 135:21 board's 100:16 10:19 20:12,19
available 30:12 138:25 booklet 7:13 20:23 75:10,11
91:8,13,17,19 B basis 98:23 borrow 57:7,13 75:13,14 86:3
93:16,21 B 4:11 113:23 115:3 57:19 60:15 butt 54:15
136:18 141:13 back 12:18 Bates 66:25 61:13,18,22 buying 103:25
141:15 13:18 14:25 72:14 105:16 62:14 63:21 buys 71:6
Avenue 1:19 15:3 17:4 110:5,7,10 73:14,15 92:17 bypass 117:8
2:11,21 22:23 46:9 118:3 borrowed 57:4,5 B-A-C-U-D-A
48:25 49:6,11

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 157

121:8 Central 9:19 City 9:11 11:20 20:9,16 21:5 competence

B-A-C-U-T-A 10:14,24 11:3 37:1 come 36:25 37:1 71:21,24 75:18
121:8 145:1 11:14 12:4 civil 1:6 2:17 5:6 53:11 54:2 complete 53:14
CERI-ANNE 12:8,25 13:4 57:3,14 59:6 54:21 56:5
C 3:24 5:21 13:13 52:2 59:11 60:2 94:9,16,17,22
C 73:7 154:3,24 civilian 11:24,25 71:20 76:25 completed 29:7
cake 120:24 certain 32:18 12:20 13:2,14 77:5,14 84:19 40:25 41:3,5,7
135:24 55:4 93:21 29:2,5 52:2 111:12 113:4 41:10 104:2
call 53:3 121:23 144:15 clarify 105:15 122:25 124:19 completion
called 40:8 51:8 CERTIFICATE 138:7 129:24 130:17 55:23 67:10,15
61:16 70:5 153:1 154:1 class 29:23 130:18 142:12 67:17,19,22
76:6 88:2 certification classes 17:6,11 149:20 79:24
122:21 138:19 5:10 17:14,17,18 comes 61:11 comply 68:3
calls 52:24 53:1 Certified 3:25 18:2,10,12,12 62:14 73:14 concerns 98:11
Calm 102:17 5:21 154:3,25 18:17,18,19 89:18 98:14 148:7,12
canal 1:4 48:18 certify 153:4 20:12,17,22 coming 61:13,17 148:19,23
117:9 147:1,7 154:4 25:21 29:16 61:18 149:21
147:19,23 cetera 84:18 CLAYMAN commencement concluded 152:7
candidly 139:20 108:3 149:18 2:10 82:5 55:23 concrete 121:2
Canole 45:17,23 chance 67:5 101:8,17 102:3 comment 79:5 121:19 135:23
capacity 57:5,7 134:1 102:7,11,16,24 79:15 concurrently
57:13,19 60:15 change 40:4,7,7 110:6,11 118:8 comments 23:7 130:1,13
60:19,22,25 40:8,10,21 152:5 68:11 110:25 concurs 60:13
61:13,19,23 66:13 131:25 cleaning 29:24 111:8 conduct 145:18
62:7,9,10,14 132:1 133:13 clear 61:4 101:3 Commission conform 86:6
62:17 63:1,7 134:16 135:8 103:15 138:6 12:9,25 13:4 Congress 93:14
63:10,19,21,25 148:8 clearly 101:9 commit 28:9 94:15,18
64:1 73:15 changed 20:20 142:20 communicate connecting
80:7,14 92:13 134:19,25 clerical 12:17 133:6 118:11
92:17,19 93:2 changes 39:6,7 clerk 12:19 communicatio... consequence
93:15 39:14,22,25 client 80:6 81:9 147:15 148:6 87:7,12
car 131:24 144:15 153:7 81:10 87:5 149:20 consider 131:15
care 84:21 125:3 changing 39:12 96:18 97:22 community 10:3 consideration
cars 16:20 127:2 148:15 136:13 10:5,7,12,17 94:4 142:21
case 6:11 21:21 channel 117:8 close 41:12,12 10:21 11:4 considerations
58:8 61:14 Channels 118:11 41:14,15 68:4 20:9,16 21:5 129:23 131:8
109:18 141:12 check 19:9 65:5 94:23 97:3 22:16 42:15 145:11,22
cause 40:7,10 78:20 closed 42:1 148:21 149:9 considered
causing 91:4 chew 49:21 68:16 149:23 150:3,3 73:19 100:4
144:1 chief 28:24 29:2 Clouatre 143:13 company 32:18 104:14 116:14
CCR 3:24 29:5,5 144:22 clue 122:16 49:22 76:6 considers 55:1
CDs 79:20 children 13:12 CLVS 3:7 98:20 122:21 CONSOLIDA...
CEC 99:10,11 choose 144:13 cognizant 41:13 123:2 1:4
99:12,16,21,22 chosen 125:24 college 9:16 10:3 compare 127:4,8 construction
99:25 100:5 circumstances 10:5,8,9,12,18 compensated 18:9,25 19:5
101:6 103:10 47:10 10:21 11:5 87:6 19:12,14 21:23
103:13

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 158

23:8 26:21 125:23 126:1 131:18 137:15 conversed 7:20 92:11 98:7,18
27:4 58:14,15 143:24 145:12 138:9,11 conversing 61:9 101:2,7 103:11
59:8,15,16 contracting 143:23 148:18 convince 61:12 105:8 124:8
60:3 73:4,6,7 15:21 17:16 148:25 149:6 copy 116:5,10 128:1,8 135:19
113:25 114:2,5 18:22 19:17,18 149:19,19 117:19 130:2 136:3,11,14
114:7,8 115:1 19:19,22,25 contractor 32:3 144:12 139:13 142:3
119:12 124:18 20:1,10,18,25 35:10,11 40:13 core 71:21,24 153:5 154:9
129:23 21:9,13,15 41:5 47:12 75:18 corrections
constructions 23:18 24:9,15 48:23 49:3,24 Corp 9:1 77:21 144:15 153:7
19:16 24:25 25:6,11 53:17,23 54:1 80:11 113:19 153:18,19
consult 144:11 25:13,14,20 54:4,5,22 57:3 127:18 correspondence
consulting 75:19 27:22 28:1,6 64:21 65:23 corporation 141:22 146:15
75:25 28:14,17,20 70:8,12,20 98:4 cost 31:25 32:2,6
contact 145:8 35:23,24,25 71:11,15 76:20 Corps 9:4 10:13 32:18,19,21,21
continue 9:15 36:3,6 40:15 77:4,22 96:4 13:6,15,20 54:25 55:1,5,6
27:10 40:16 43:10,12 99:12 108:18 14:5,23,25 56:11 86:20
continued 3:1 43:15 49:12,14 113:23 130:17 15:7,10 16:19 87:8 90:15,15
10:1 12:8,11 49:16,21,25 136:24 137:1 16:21 18:21 92:25 93:1
12:19 13:8 57:10 58:10,11 137:21 141:6 23:17,18 30:14 95:4,10 130:10
contract 15:24 58:22 64:4,15 contractors 19:1 30:19 35:22 130:14,15,16
16:1,3,15 17:2 71:2,18,19 36:21,24 37:3 36:2 37:2 43:6 131:15,19
17:8,14 18:20 72:9,10,19,19 42:23 99:11 44:1 47:18,20 133:16 136:13
18:23 21:20,24 73:3,3 74:7,8 108:1 53:17,22,25 136:15,21
22:12 23:2,9 74:23,23 75:22 contractor's 61:16 64:14 costing 54:7
23:22 24:14,22 75:23 78:24,24 41:18 43:7 71:1 72:24 costs 54:5,23
25:1,8,25 27:1 79:13 81:19,19 116:11 76:11 79:25 76:25 79:20
28:3,4 31:4,5 82:21,22 84:14 contracts 21:17 80:12 81:10 86:25 87:7,12
31:11,13,15,19 87:10,11 88:17 26:6 31:20 87:5 90:5,24 counsel 5:4
31:25 32:2,2,8 88:18 89:6,6 32:5,15 35:17 91:20 95:16 154:11,11
32:13 35:9,11 90:18,18 95:13 36:3,7,16 97:23 98:13 count 26:13
35:12,18,23 95:14 96:20,21 64:18 99:13,16 99:8 103:24 country 34:22
36:18 37:13 98:16,17 99:16,21,23 104:17 108:7 38:3
42:5 56:25 100:12,13 100:1,2 103:13 111:13,25 couple 30:9
57:1,4,4,5,6,8 103:8,9,23,23 109:19 113:4 120:7 course 30:1,4
57:11,21 59:13 104:25 105:1 control 18:13,14 122:1 129:18 courses 21:6,8
62:3,4 64:1,7 109:4,7,8,12 59:18 60:6 132:4 136:8,20 29:21 30:2,16
64:20,21 71:3 109:14 111:7,7 93:7,8 119:18 136:22 148:6 court 1:1 3:25
72:3 75:6 86:2 111:19,21,22 120:2 150:9 151:8 5:21 6:4 7:5,6
90:13,24 92:3 113:11,14,18 controls 90:12 CORPS'S 1:18 7:11 8:5 23:12
92:13 93:3,11 114:3 116:21 90:19,24 91:4 correct 15:9 117:21 144:12
93:11 100:5,8 116:21 117:5,6 94:4 17:6 20:13,17 154:3,25
101:4,6 103:8 119:11,15,25 conversation 22:9,13,17 courtesy 8:6
103:11 113:6 120:5,12 149:15 28:10 32:25 cover 140:5,12
124:22 125:1,3 122:11,12 conversations 40:2 42:2 66:3 created 95:24
125:4,10,11,14 129:12 130:14 146:23 147:17 73:24 74:11 credit 21:2
125:19,20,21 130:17,18 148:14 149:12 77:1,5,15 92:8 Creek 35:18

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 159

38:6,8,12,16 dead 99:15,17 55:3,6 develops 106:3 88:9 89:2,9

38:19 39:3 deadlines 65:11 deposed 83:2 devil 68:16,19 112:18 138:2
40:24 41:2 deal 22:16 51:2 deposition 1:16 70:15 99:7 145:2,9,10
42:1,3,21,25 68:15,19 70:15 5:4,14 6:11,14 diagram 121:11 147:6 149:3
43:5,11 98:4,5 84:24 85:1,6 6:16,21 7:2 difference 24:13 disillusion 79:17
98:7 99:2 98:25 66:14,18 126:9 24:16,19,22 dispersal 76:5,9
104:13 149:18 dealing 36:1 144:6 different 19:19 77:11,13 81:3
criteria 28:16,19 69:7 70:13 depositions 31:19,23 36:12 105:7
28:21 86:21,22 84:24 98:22 105:15 37:1 55:5 75:1 disposal 15:22
CSTAR 96:6 deals 88:16 99:7 depth 121:24 94:7 100:10 16:18
cultural 97:11 dealt 33:7 34:7 122:10 125:2 134:9,11 dispose 16:22,25
97:14 36:4 51:22 describe 24:13 140:4,6,17 district 1:1,2,18
curiosity 23:3 DEBRA 2:10 32:14 74:8 141:6,9 27:1,3,3,3,4
curious 146:16 December 50:8 described difficult 104:14 36:25 41:13
current 147:22 decide 22:7 100:22 104:16,19 51:15 57:13
curriculum 16:8 decided 44:15,19 description difficulties 69:3 58:2,6 59:6
30:15 53:9 100:7 15:10 dig 81:1,2 60:14 61:11
cut 78:19 116:6,23 design 18:13 digging 48:14 62:5,5 65:16
C-A-N-O-L-E 127:13 136:8 26:20 132:5 65:20,21 68:23
45:25 deciding 65:10 designated 80:7 diligence 54:8 69:6,13,18,18
C-S-T-A-R 96:6 80:21 designation 86:4 69:21 70:10,16
decision 58:7 25:18 direct 75:23 73:5,7,13,13
D 61:25 80:25 details 49:11 direction 81:17 76:18 77:6,15
D 4:1,11 decisions 100:16 determination 81:23 154:8 77:16 78:16
daily 50:24 decline 80:10,13 142:9 directives 80:1,19,22
damage 32:20 80:17 determinations 100:22 81:11 83:10,11
damn 19:15 declined 80:6,11 40:1 directly 29:11 88:24 89:15,19
34:19 deems 122:1 determine 62:8 144:12,13 89:20 91:21,21
data 79:21 86:25 deep 81:1 76:15,20 disadvantaged 91:24,25 92:10
date 47:2 50:9 definitely 148:9 116:20 75:10,14 92:16 93:20
153:21 definition 146:4 determined 55:9 discovered 95:21 99:10
dated 67:11 degree 20:19 115:17,25 135:22 136:7 106:16 108:8
124:10 126:21 22:21 81:4 142:1 discuss 83:15,18 108:20,22
128:3 132:15 150:2 determining 83:19,22 109:13 111:12
136:4,4,5 degrees 10:4 97:2 145:25 149:5 114:7,9 115:5
143:5 delay 90:14 detrimental 151:17 115:6,8,9,19
dates 14:24 delays 86:16 148:20 discussed 83:24 115:19 116:4
50:10 90:25 91:4 detrimentally 84:8 86:14 116:10 123:16
day 2:9 44:19 Denver 29:23 149:22 87:15,23,24 124:8,19,20
50:15,25 30:1,4 81:18 developed 22:8 113:1 146:10 126:13 128:12
113:19 141:5 96:15 91:16 discussing 128:13 129:10
days 50:18,20 department 2:15 developing 102:14 136:19 130:21 138:4
day-to-day 2:23 39:24 56:16 140:2 138:12,18
113:23 115:3 40:20,21 52:4 development discussion 143:17 151:10
DCAA 41:8,20 103:21 127:24 128:19 151:21 District's 93:8
41:21 67:24 depends 40:9,13 131:12 137:13 discussions 88:8 119:18
DCCA 41:19

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 160

divided 74:21 116:17,23 East 1:17,19 6:2 ended 48:22 entire 55:10
division 2:17 121:16 122:17 Eastbank 33:7 engineer 18:1,7 entirely 140:4,6
15:22 18:25 123:7 124:3 34:8 46:15,20 134:22,24 entitled 67:10
19:12 22:7,24 126:23 132:17 46:22,23 48:2 engineering 142:2
23:8 29:4,5 134:2,3,5,5 69:7 81:2 86:7 17:19 18:4,14 entrenched
52:1,14 58:16 135:18 136:6 88:20 104:4,15 18:24 19:12 97:11
59:8,14,17 139:25 141:2 112:8,12 117:7 20:17,18 21:6 environmental
60:1,4 64:15 doing 12:10 119:7 120:2 21:7 22:6,24 31:4 75:19,25
73:4 79:10,14 13:12 26:18 121:17 129:4 23:8 51:15 85:24 86:2
97:11,15 115:1 61:19 78:3 145:12 146:14 52:1 58:11,14 103:22 104:3
119:18,22 79:4 98:20 149:8 151:22 58:15 59:7,8 104:11,22
129:25,25 113:19,23 EASTERN 1:2 59:15,16 60:3 erroneous 25:4
144:23 148:22 116:19 Edmond 9:21 73:2,3,4,5 especially
divisions 150:13 dole 64:11 education 9:15 108:2,5 113:25 146:13
doctors 144:8 dollar 26:18 9:16 10:1,11 114:2,5,6,8 ESQUIRE 2:4
document 16:10 28:11,25 29:1 20:2,8,9 115:1 116:19 2:10,18,19
19:11,11 25:1 36:19 educational 9:3 119:18,22 essence 21:1
25:2,4,7 51:10 dollars 39:8 EHRLICH 2:19 124:18 129:23 established
66:17 67:8 43:18 45:10 114:12,18 131:8,14,15,19 54:19 60:11
106:11,25 93:5 105:6 either 43:10 131:21 144:23 82:15
107:4,14,21 132:2,6 149:1 49:12 71:18 engineers 9:1,4 establishment
109:5,14,16 dolled 32:24 76:21 81:18 10:13 13:16 10:2 38:25
111:1,4,11 draft 108:18 82:23 86:11 14:25 15:7 estimate 136:23
119:4 120:23 110:25 91:2 97:13 16:19,21 18:22 et 84:18 108:2
122:5,8 126:12 drafted 107:11 103:8 111:6 19:5 23:18 149:18
130:16 135:2 drafting 80:3 119:16 120:7 35:22 36:2 evaluate 37:2
143:1 107:8 122:24 132:24 37:2 40:10,15 59:9 104:18
documentary drains 147:19 143:23 147:3 43:6 44:2 evaluated
101:1 draw 105:20 147:15 148:20 47:18 53:17,22 125:24 142:1
documentation 121:11 Eleven 118:21 53:25 59:17 evaluating 36:24
41:4 132:4 dredged 117:8 eligible 20:24 60:5 61:16 81:12 95:13,17
139:11 141:17 due 54:8 86:4 EL-AMIN 2:18 71:2 72:24 105:2
143:10 duly 6:3 154:5 52:6 61:1 77:21 80:1,11 evaluation 37:6
documented duties 98:18 62:21 101:13 80:12 81:11 142:5
22:12 DUVAL 1:8 101:24 105:10 87:6 91:21 evaluations 37:9
documenting D.C 2:12,22 64:2 110:4,9 118:2 97:23 98:13 events 112:25
138:25 D21 125:11 118:12,18,22 104:17 108:7 everybody 7:2
documents 119:1 152:3 111:13 112:1 19:22 150:21
18:24 19:1,3 E emphatic 23:14 120:6,7 127:18 evidence 5:16
28:9 43:22 E 4:1,1,11,11 employed 8:25 129:18 132:5 exactly 7:17
51:17 67:4 earlier 57:7 9:5 136:20,22 15:15 75:15
100:15 105:11 86:15 90:2 employees 40:1 144:8 148:7 134:10 137:2,5
105:14,18 91:8 141:5,22 employment 150:10 151:8 137:8,11 140:3
106:1 107:2 144:25 12:5 enter 93:10 EXAMINATI...
111:2 115:16 earn 141:7 encountered entered 11:14,16 4:3 6:5
115:17 116:11 earned 142:21 40:5 72:3 example 34:7
easier 70:3

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 161

41:3 63:20 74:15 96:17 faxing 51:8 144:10 22:5,19 23:19

80:25 81:13 97:8 98:13 federal 5:6 13:1 finishing 104:23 23:23 24:2
151:12 136:13 13:7,8,13 firms 19:5 26:5,7,16 27:9
excavation expended 85:11 fee 32:13,15,22 first 6:3 22:2,3 27:15,19,23
147:21 expensive 89:22 65:6,13 129:17 30:22 31:10,14 28:2,8 29:8
excavations experience 133:17 138:14 31:15 33:2 36:4,10,16
18:18 48:9,12 13:13 20:22 140:16 141:2,4 37:24 43:19 150:1
48:13 144:1 21:2 74:22 141:11,13,14 44:23 53:8,11 foregoing 153:4
excavators 81:5 expert 151:13,17 141:16 142:14 68:6 74:4,8,10 foresee 40:6
exceed 63:25 explain 23:15 142:15,16 74:12,16 77:3 forever 65:8
64:6 92:14 80:12 94:6,14 feel 102:15 104:3 82:13 105:20 forget 149:11
exceeded 63:20 124:24 134:11 feet 119:8 122:4 106:2 124:4,11 Forgive 73:11
excellence 96:17 explained 122:6,10,14 127:9,9 137:20 forgot 62:24
96:22 97:3,8 151:12 132:5,6,6 146:7 154:5 144:4
98:12 express 68:7 148:9 fit 57:21 58:3 form 5:12 52:7
exception 153:6 expressed felt 90:23 59:9,13 61:14 82:6 101:1,12
excess 15:23 105:19 field 97:11,17 fits 60:13 101:16,23
16:18 extortionist 151:13 five 15:23 64:23 102:10,12
exchange 61:15 79:20 figure 36:19 128:16 141:6 formal 9:15
77:20 129:19 eye 79:4 39:20 132:1 fix 32:12 10:11 20:4
136:14 E&C 58:9,12 figured 13:25 fixed 32:7,8,10 30:5 150:19
execution 90:14 62:3,8 73:5 15:12 129:16 131:24 formalities 5:8
exhibit 6:20,22 e-mail 51:10 figuring 56:17 flood 18:13,14 5:10
66:17,19 file 106:17 139:4 59:17 60:6 formally 135:24
105:14 106:21 F filed 7:1 106:16 112:8,14,19 forth 154:6
106:22 109:22 facilities 26:18 files 143:15 119:7,18 120:2 forwarded 79:25
110:18,19 27:2 filing 5:11 120:8,10 forwarding
122:19 123:19 facility 9:22 fill 16:10,12 121:19 144:2 128:11
123:21 126:17 21:21,22,24,25 36:23 143:10 146:14 148:15 found 96:16
126:18 127:17 fact 8:10 31:15 147:21 flow 53:8 93:13 foundation
127:22 128:6 68:11 70:15 filling 77:18 146:1,8,13,24 121:3
131:10 132:9 146:24 final 108:19 147:6,9,22,23 foundations
132:11 135:11 failed 120:11 130:14,15,16 148:8,15 147:19
135:13 139:17 failure 86:6 finalled 41:11 150:12 four 13:10
140:21,22 failures 120:8 finance 13:21,23 flowed 146:25 four-year 13:9
Exhibits 4:13 Falls 23:21 24:2 15:17 flowing 148:15 14:2,3 15:5
133:19,21 familiar 67:14 find 36:20 90:2 focused 95:20 frame 56:4
existing 39:6,7 94:1 105:6 106:18 141:13 follow 23:2,2 Frances 1:16 6:1
expect 53:17,23 120:16 144:6 followed 69:12 6:8 153:3
76:14 far 9:7,24 85:10 fine 8:2,9,21 following 116:10 friends 54:17
expectation 104:8 106:2 102:10,12,15 follows 6:4 87:4 fruition 44:15
92:23 143:25 finish 8:4,7,12 follow-on 99:13 fulfilled 75:6
expectations fashion 93:23 23:11 68:1 follow-up fulfilling 98:12
75:4 85:22 140:10 150:6 144:18 full 6:6 15:3
expected 53:24 faster 91:18 finished 8:14 Force 11:18 12:1 fun 11:12
55:17 67:18 favor 40:11,12 15:4 94:19 12:18 21:22,23 fund 13:12 80:6
fax 51:10

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 162

80:12,13,17 151:16 26:17 50:20,21 20:21 half 9:25 10:24

funded 51:9,10 germaine 145:14 54:2,3,6,9,9,14 grant 8:6 11:3,13 74:4,9
51:11 53:9 getting 64:16 55:4,6 56:10 great 85:1,6 74:10,13,16
71:13 85:15 89:22 56:11,12,12,18 greater 28:12 halves 74:21
funding 44:25 give 7:10 8:5 56:20 60:14,23 71:8 hand 6:18
45:1,3,8 51:10 41:14 60:23 60:24 61:19,21 ground 119:6 handed 107:6
52:25 68:16,24 62:7,8 80:13 66:12,12 68:24 121:15,20,22 handle 21:17
69:11,16 81:3 89:7 90:7 77:19 78:9 145:25 146:3,8 29:19
81:4 85:8,12 105:15 116:14 81:2 86:10 146:13,24 handled 36:2,6
85:13 86:14,15 116:16,17,18 89:23 90:3,11 147:6,9,22,23 76:11 130:20
89:21 91:8,9 131:24 133:13 91:18 92:25 148:8,14 138:1
91:10,14,15,17 139:21 150:20 93:1,2 97:20 150:12 handling 42:23
94:8 99:7 given 6:14 21:1 103:15 105:16 group 34:24 101:4
126:2 22:12 59:7 108:9 113:3 35:3 42:21,22 hands 77:20
funds 25:3,4 76:21,21 91:24 115:2,8 116:15 43:4 46:21 78:13
68:17,24 76:5 92:19 98:3 117:7 121:17 57:18 59:17 handwriting
76:9,15,21 131:23 121:18 122:4 70:8 75:13 68:7 82:14
77:4,5,11,13 giving 70:14 127:7 128:18 76:7,10 78:6,8 99:5
77:14 80:21 90:5 129:19 128:21 129:4 81:22 87:6 handwritings
85:10,14 91:19 glad 7:24 8:19 136:13,20,22 97:18,22 122:18
105:8 glean 74:19 136:23 137:19 116:22,22 handwritten
furnish 108:2 glow 146:3 150:20 151:18 123:4 89:4
furnished go 9:18 10:7 good 25:12 49:9 Group's 71:21 happen 29:24
107:16 116:2 15:25 17:15,15 57:15 62:20,22 75:24 97:24 47:1 63:24
furnishing 19:1 20:4 25:5 71:25 82:15 GS-12 17:16 happened 78:1
107:20 25:8,9,22 121:13 guess 26:3 39:15 93:25 138:20
further 22:16 29:18 36:19 Goody 117:23 54:11 60:12 happening 48:22
39:20,20 41:14 government 79:25 97:22 91:10
G 46:14,19,23 13:1,7,8,13 98:18 116:8 happens 40:3,4
G 3:5 47:10,22,24 14:12 25:3 138:12 146:7 63:22
gain 49:5 51:16 56:13,18 28:9,19 37:12 147:9 happy 49:13
gaps 11:2 61:23,24 64:1 40:12 44:5 guidelines 50:1
general 19:2 77:9 78:16 53:9,22,25 131:23 harm 144:1
60:21,24 90:13 79:25 89:9 54:1,22 55:1 Guillory 51:8,13 Hazardous
137:18 138:1 94:10 108:15 72:2 107:16 51:18 52:17,20 29:14
generally 12:14 112:12 115:25 113:19,22 53:1 65:14 head 20:11,14
17:25 18:7,21 116:18 117:21 116:1 145:4,7,24,25 38:4 40:23
36:17 54:25 122:6 124:18 grade 141:6 147:17 52:3,7 55:15
generate 16:8 129:23 136:21 graded 64:22,23 Gulf 118:6 58:17 63:9
generated 144:1 64:25 141:10 guy 79:5 83:6 64:13 79:13
117:12 God 58:20 grading 141:22 90:9 97:6 93:9 113:17
generates 16:19 goes 16:11 64:12 graduate 9:7,10 121:7 143:13 139:2 146:22
generic 61:4 73:19 119:6 9:12,22 144:19 151:12 headquarters
George 121:8 139:8 graduated 9:14 guys 70:16 1:19 24:6
144:25 148:7 going 6:25 7:12 10:24 56:19 59:16
geotechnical 8:15 9:16 grandfathered H 65:18 76:14
18:4 150:10 H 4:11

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 163

hear 71:22 112:7 150:1 immediately 115:21 118:5 interesting

146:23 147:15 huge 36:18,21 40:3 85:16 125:12 143:7 40:14 68:12
heard 68:18 hurricane 47:4 impact 98:3 indication 108:25
70:23 71:2,11 50:12 59:24 150:3,3 141:18 146:19 Internal 14:15
71:15 112:24 120:9 impacts 151:17 individual 21:17 14:16
120:25 husband 13:11 implemented 145:19 International
heck 146:16 14:6,20 15:6 90:13 individually 70:9 86:9
Hedrick 45:16 hydrology 17:22 important 7:15 21:18 interpret 7:16
45:21 79:13,22 17:25 40:2 65:5 individuals 86:4 interpreting
80:2 hypothetical 136:8 138:19 119:12
held 83:25 114:13 impression Industrial 33:7 interruptions
help 37:2 79:3 103:9 34:8 46:15,20 68:17,24 99:8
139:22 I improperly 46:23 48:3,18 interview 16:7
helpful 30:13 idea 40:6 46:18 144:7 69:8 81:2 86:8 introduced
hereinabove 53:12,15 56:1 inaccurate 8:15 88:20 104:4 151:5,11
154:6 59:25 60:21,22 inartful 26:3 112:9,12 117:7 invested 71:12
hereto 5:4 60:24 63:14 inartfully 117:9 119:7 investigation
154:12 70:18,22 72:8 116:13 120:2 121:18 127:14,16
high 9:7,10,14 74:12,25 80:4 incentive 87:8 129:4 145:12 investigators
11:4,17 80:16,17,18,24 include 45:1 146:14,25 120:6
higher 9:16 81:7 87:1,17 including 29:4 149:8 151:22 invoice 78:15,16
28:22,25 88:6 91:6 129:16 influenced 101:5 involve 17:18
116:15,16 92:25 95:18 incorporate informal 6:16 18:18 34:15
149:2,6 96:8 97:9 98:6 39:25 8:11 90:5
hires 85:23 86:1 104:6 105:9 increase 76:24 information involved 14:19
hiring 75:24 106:13 113:10 133:16,16 55:25 60:5 16:17 18:13,19
86:5 115:12 120:22 134:21 69:21 79:21 27:18 31:10
hold 135:16 133:4,14 144:3 increased 77:4 87:19 88:25 35:19,23 36:24
hole 81:1 132:5 148:24 150:18 incrementally 107:16,19 37:5,17 38:8
home 41:17,18 identification 85:15 108:14 116:2,5 40:22 43:3,20
71:6 6:23 66:20 increments 55:4 116:6 147:22 44:23 50:23,25
honcho 52:3,7 106:23 110:20 94:10 ingenerated 56:19 57:24
hope 115:8 123:22 126:19 incurred 86:20 90:13 58:2 60:6,7
hopefully 139:22 132:12 133:22 incurs 32:19 initial 45:1,3 63:17 65:10,25
hours 20:23 135:14 139:18 indicate 75:12 88:7 89:2 66:6,7 71:19
house 71:7,8 140:23 90:23 91:3 153:14 72:10,11 76:4
HRTW 99:19 identified 37:9 99:22 122:9 initially 26:10 78:23 80:2,20
HTRW 29:11,12 38:23 39:16,17 131:7 148:6 initiate 113:3 81:11 83:17,20
29:19,22 30:6 identify 126:22 indicated 108:10 input 40:17 88:8 89:6,8
30:22 31:6,13 139:24 141:1 120:23 122:21 inspect 46:14,20 90:20 95:9,13
31:21 32:6,11 IHNC 61:10 indicates 81:8,15 inspected 46:22 95:16 96:21
32:12,15 34:15 92:24 114:23 95:4 97:10 instance 73:17 97:1 98:7
58:16,17 60:3 115:4 108:1 109:23 intended 74:15 101:4 103:10
60:13,17 61:12 image 98:4,5 110:24 111:11 interact 97:17 103:24 105:1,7
61:21 62:4 Imagine 121:14 119:5 123:13 interested 107:8,18,21
99:20 109:19 immediate 42:2 indicating 154:12 108:22 109:17
46:6

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 164

111:6,22 112:7 Jane 123:7,8 124:10 127:23 70:3,5,21 72:2 90:7 95:20
112:20 119:12 January 141:23 128:3 130:20 72:6 73:1,1,10 111:16,17
120:12,19 141:25 JUSTICE 2:15 74:14 75:9 115:11 119:20
121:5 126:14 JEFFERY 2:19 2:23 78:8 79:16,19 122:12 123:15
127:24 130:24 Jim 83:10 79:23,25 80:10 123:17 127:1
130:24 131:3,3 Joanen 2:4 4:4 K 80:17,19 81:6 130:19 131:22
131:4 134:17 6:5,9,19,24 K 1:7 2:18 81:14,22 82:1 132:7 147:24
137:12,19 52:8,10 61:7 Kansas 14:7,10 82:1 83:6 150:23 151:15
142:5,9,20 62:19,23 66:10 37:1 86:21 87:24 151:20
143:18 147:5 66:15,23 82:8 Katrina 1:4 47:4 88:11,23 89:1 knowledgeable
148:22 149:3 82:10 95:2 50:12 120:9 89:14,22 90:9 80:15
149:20,25 101:11,15,21 keep 40:1 79:4 90:17,20,21 known 63:15,16
150:2 151:16 102:5,9,13,18 106:15 115:2 94:5,6,8,10,14 119:8 123:11
involvement 102:22 103:1,5 117:18 95:22 96:3,7
39:2 56:25 105:12 106:20 keeping 69:6 97:6,25 98:4 L
83:12 98:18 106:24 110:15 key 85:23 98:13,14 99:8 L 2:4 5:1
103:7 104:12 110:17,21 kick 150:22 99:11 103:16 labor 39:24,25
105:25 110:23 114:16,20,24 kind 13:22 17:11 104:9,17 40:19,21,21
121:7 137:13 118:16 119:3 29:21 55:3 107:12 108:6 47:7
137:17 144:19 123:18,23 61:4 69:25 112:2,22 laboratory 87:1
145:2,6 126:4,10,15,20 73:16 83:21 113:19,22 Lack 86:4
involves 134:21 132:8,13 109:20,21 115:11 116:5 ladies 42:4 123:6
involving 69:15 133:18,23 124:11 134:8 116:21,25 large 27:3,3,6
88:9 120:13 135:10,15 135:21 149:11 117:1,2 119:10 121:2 135:23
150:11 139:14,19 150:21 120:10 121:6,9 larger 28:25
in-house 24:6 140:20,24 knew 40:5 93:2 122:2,4,15 late 17:2
issue 68:22 151:25 know 7:2,23 130:22 131:13 law 5:7 7:5 43:9
69:10 74:24 job 12:12,14 17:22 18:4 131:17,19 63:25 97:7
85:12,13 94:8 15:10,18 36:22 21:11 25:24 134:15,18,22 laws 20:20
97:2 136:19 54:5,7 98:17 30:8,10,19,25 134:24 135:4 lay 39:15
148:16 104:3,5,11 36:15 37:8,12 136:17,20 LDEQ 103:16
issued 90:24 113:13 37:16 42:7 138:6 143:13 103:17,21,25
106:10 128:2 Joe 151:12 43:8 45:6 49:1 143:16,21,22 lead 34:12 37:12
136:9 John 9:11,14 51:25 52:17,21 144:25 146:3 37:15,16 44:16
issues 41:6 69:2 45:16,19 46:3 52:22,23 53:2 146:16 147:9 79:16 82:19
69:7,15,16 46:5 47:19,24 53:14 55:13,19 149:4 150:12 86:6 89:9
86:10,14,15 49:15,17,19 55:21,25 56:3 150:16,25 90:25 91:15
89:10,21 91:9 56:2 58:9,22 56:4,7,8,11 151:3,3,4,8 101:6 103:9
91:10,15 63:5 84:2,18 58:1,19 59:4,5 knowing 72:25 learned 75:3
124:18 150:11 84:18 109:6,18 59:5,20,23 88:24 146:8 leave 14:5 50:21
ITT 86:8 127:23 129:11 60:4,4,9,10,18 knowledge 42:2 94:20
Ivey 45:16,23 131:13 132:21 61:3 62:4,7,25 42:3 48:4 led 38:14,24
46:3 JONES 2:9 63:5,7,10,12 73:23 74:19,24 Lee 51:7,13,17
i.e 68:17 JUDGE 1:8 63:18 67:13,17 75:24 78:22,22 52:17,20,23
jump 102:15,15 67:22 68:9,22 81:20 84:9 53:1,3,4 65:14
J June 1:20 107:3 69:5,10,15,19 86:10 89:12,15 84:6 145:4,6
jail 25:5,8,9 69:20,24 70:1 Lee's 83:13

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 165

left 10:20 50:18 Logic 70:2 maintained 19:2 115:22 metal 119:6
50:18 61:24 long 8:25 10:7 maintaining mean 16:18 121:2
66:11 70:4 12:1 16:14 69:3 96:17 29:22,22 32:1 Metric 97:10
left-hand 95:23 27:8 53:18,23 97:2,8 42:14 50:18 metrics 72:12,18
Lesser 144:20 54:2,3,6,9 maintains 132:5 91:20 113:9 72:21 73:9,20
lessons 75:3 56:22 63:24 maintenance 141:3 73:22
letter 124:4 109:16 18:14 means 26:21 MICHAEL 3:7
127:23 128:2 longer 54:4 major 27:20 80:10,11 88:11 mid 17:2
128:22 129:15 look 61:23 68:6 making 54:17 96:3 97:6,9 middle 80:5
132:20 133:5 80:5 95:7,23 79:20 103:14 99:14 119:10 military 11:24
134:6 136:3 107:13,23 managed 89:3 123:4 12:22 14:8
137:9,14 138:8 111:3,13 116:1 management meant 63:12 29:2 38:24
138:17,21,22 123:24 125:12 75:19 76:1,6 67:23 million 28:11,12
138:24 139:3 134:1 139:23 76:10 97:10 mechanic 28:21 36:18
140:5,12 143:5 140:7 144:14 123:4 131:25 43:18 45:10,12
let's 80:25 looking 57:15 manager 85:24 meet 49:19 45:25 46:1,4
140:21 141:13 68:8 72:13 129:11 119:17 57:6 61:22,24
levee 119:22 74:1 111:19 managers 57:10 meeting 47:11 61:25 63:22,23
144:2 151:23 127:25 129:15 managing 62:3 47:13 48:21 64:7,8 78:10
levees 59:21,24 129:17 131:6 95:24 57:14,22 60:2 84:15 92:7,12
151:18 134:20 135:1 marathon 7:24 65:10 84:2,3 92:13,15 93:15
level 104:8 149:6 lose 60:24 March 141:23 84:12 87:15,23 109:17 133:2
levels 17:15 lost 65:7 124:24 141:25 87:25 88:3 149:1
28:17 lot 25:12 26:17 mark 6:20 66:17 89:19,20,25 mind 106:15
limit 45:9 81:5 26:20,20,21,22 105:13 106:21 112:19 123:1,8 135:7
limitation 43:16 54:7 71:8 109:21 110:18 125:22 147:3 mine 102:21
lined 72:17 84:17 122:22 117:21 123:19 150:7,8 mining 39:1
list 16:11 19:1 123:7 144:8,9 132:9 133:19 meetings 83:23 minus 119:8
108:24 111:15 Louisiana 1:2 135:11 139:15 83:24,25 84:4 122:6
120:13,17 2:6,11 5:22 marked 6:22 84:7,10,16,20 minute 32:9
listed 77:9 109:1 103:21 147:12 66:19,25 86:11 91:2 143:12
109:5 143:15 low 36:17 63:22 105:14 106:22 97:13 112:6,24 minutes 66:11
litigation 1:4 lower 52:20 110:19 123:21 119:16 122:24 minutia 81:4
6:18 42:8 lowest 19:7,9 126:16,18 146:9 147:15 misinterpreting
147:10 Lundberg 132:11 133:21 148:13 150:5 101:18,25
little 7:13 51:17 145:19 135:13 139:17 150:19,24 missed 65:1
64:11 77:10 L-U-N-D-B-E-... 139:22 140:22 151:15,20 Mississippi
117:20 121:11 145:20 market 71:6 member 100:20 117:13,16
129:9 132:2 Marshal 9:11,14 memorable 50:8 118:6
local 85:23 M master 75:5 50:15 MK 130:5,8
located 9:20 M 4:1 materials 48:18 mention 129:7 MMG 79:17,19
11:19 23:20 mad 49:17,23 76:6,10 108:2 mentioned 86:15 80:8 81:15,20
41:16 116:22 MAG 1:9 123:4 91:8 82:3 86:2 89:3
137:24 main 26:9,12 matter 154:13 message 103:20 89:8 122:21,25
lock 117:9,16 maintain 12:5 matters 130:23 met 51:17 84:5 123:2,4
118:6 146:20 22:20 30:15 ma'am 38:13 119:20 MMG's 81:9,12
68:17,25 69:17

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 166

mod 77:4,7,8,8,8 92:4,21,24 N 4:1,1,1,11 5:1 130:5,6,8,13 Ninety-four

77:9 140:16 93:13,16,21 name 6:6,8,9 130:20,25 125:11
141:2,4,11 94:16,21,21,22 16:11 17:12 131:4 NOD 123:14,15
142:7,8,13 94:25 105:5,9 25:7 83:7 neighborhood Nods 20:11,14
143:3 130:16 135:2,4 106:9 109:1,5 112:16 40:23 63:9
moderator 138:20 141:7 110:22 111:20 neighboring 64:13 139:2
100:17 145:8,9 121:9 123:7,8 149:9,23 150:3 146:22
modification monies 28:10 123:10 143:13 Neither 142:11 nonexistence
25:2 39:5,6,8 39:12,13 66:3 144:20 145:19 never 21:7 46:22 104:23
39:21 40:8,11 66:7 129:7 named 79:6,12 92:3 106:10,13 nonexistent
45:12 78:7 134:16,21 83:6 90:9 121:5 135:7 105:3
94:18,24 138:13 139:6 121:8 149:15 normally 127:5
120:20 126:24 143:4 names 16:12 new 2:6 34:10 north 2:20
126:25 131:20 Montegue 83:7 naturally 147:11 40:1,6 46:14 120:21
133:10,11 83:10 84:5 nature 12:17 46:19 51:15,25 note 89:4,4
135:19 139:8 86:12 87:15,18 132:25 52:19,20,22 noted 153:18,19
139:10 140:13 89:18 147:5,16 near 112:19 56:9,14,16 notes 84:7 95:23
141:12 142:24 150:8 148:21,21 57:12 58:1 notice 6:21
143:4,8 month 129:9 necessarily 59:6 60:1,14 notified 137:6
modifications months 15:24 67:23 61:11,17 62:14 138:11
39:4,13 40:17 27:12 64:22 need 7:22,25,25 65:19,21 68:23 number 1:7 6:21
44:25 45:8 moods 49:20 24:1,4 39:10 69:13,17 73:13 20:23 26:12
65:25 66:6 Morgan 123:7,9 39:17 51:2,9 77:24 78:18,19 27:12,13 30:1
76:5,22,24 morning 42:4 51:11 53:5 78:19 80:1,22 32:23 33:11
77:3,14 82:23 Morrison-Kn... 63:23 73:14 83:10,11 84:1 38:5 63:13
84:18,24 131:2 33:6 37:19,22 75:2 88:3,5 86:11 90:1 66:1 68:13
modification/c... 42:21 70:20 93:16 95:24 91:3,21,23,25 93:4 99:4
40:9 71:20 72:3 116:23 136:17 92:2,4,5,16 103:15 104:2
modified 147:20 90:23 93:10 136:20 138:11 93:7,20 95:20 105:5,16
modify 77:7,16 97:18 138:20 97:13 108:19 107:14 109:23
77:25 mortgage 71:7 needed 22:7 111:12 112:11 110:5 118:3,5
mods 66:1 move 103:4 37:13 39:14 113:12 114:8 118:9,13,23
142:14 moved 29:10 40:17 92:24 114:23 115:6,8 127:17,22,24
monetary 133:1 81:16 116:6,20 117:2 115:18 116:4,9 131:7 133:10
money 19:10 moves 147:11 negative 38:7 117:9 118:6 133:11,24,25
26:22 39:10,11 moving 147:7 78:25 121:4 119:16,17,22 139:15 141:12
51:8 53:4,8,10 MRGO 1:11 2:7 negatively 38:4 122:24 123:15 142:24 143:3
53:11,14 54:8 6:10 55:15 93:9 124:18 128:12 151:2,4
55:22 56:13,17 multimillion 113:17 129:24,25 numbered 43:1
56:18 60:18 26:18 negotiate 55:12 130:15 137:24 numbers 36:21
65:3,4,6 70:14 multivolume 55:14,20 138:4,5,12,18 66:25 72:14
73:14 77:19,20 117:16 negotiated 55:7 143:19 144:23 110:7,10 140:7
77:24,25 78:5 multi-week 130:2,12 147:4,16,21 numerous 26:13
78:12,13 80:14 90:14 negotiation 150:7 151:10 N.W 2:11,21
90:6,8 91:22 mutual 54:2 137:19 nice 50:19
91:23,25 92:2 negotiations nine 99:17 O
N O 4:1 5:1

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 167

oath 5:23 95:14 96:20 67:2 68:2,6 69:17 133:10,13

objection 52:7 98:16 100:13 69:20 72:16 on-the-job 20:3 140:1,8,16,17
82:6 101:9,12 103:9,23 75:8 77:8 78:8 21:2 141:11,12
102:6 104:25 109:4,7 79:15 84:4,23 open 42:6,7 143:24
objections 5:12 109:9,12,14 92:7,16 95:8 68:15 orders 32:24
obligated 53:5 111:7,19,21 95:11 96:10,14 opened 19:7 33:10,16,19,22
obligating 25:3 113:6,11,18 96:19 104:24 opening 19:6 33:25 34:4,13
obligation 25:22 114:3 116:21 105:18,22 opinion 101:5 34:22 35:1,3,9
obvious 133:15 117:5 119:11 106:12,14 104:10 35:17 37:8
133:15 119:15,25 107:3,15,17,25 opportunity 42:15,17 43:1
obviously 26:5 120:5,12 108:10 110:1 79:18 83:15 43:5 63:18
68:9 88:3 122:11 129:12 111:2 114:19 144:5 75:7 82:24
132:19 130:14,18 115:15 121:16 opposed 28:3 84:17 85:9
occasion 47:23 131:18 137:15 121:21,25 69:18 76:11 94:1 104:7
Occasionally 138:9,12 122:7,8 124:3 83:3 91:4 120:13 141:9
53:3 143:16,17,23 124:6,9,16 128:12 132:21 149:17
occurred 149:15 148:18 149:19 125:5,8,13,17 133:3 organizational
October 143:5 officers 19:25 126:5,23,24 order 25:1 33:2 74:2,3,20 88:2
offered 17:8 20:25 25:13,14 127:15,21 33:5,7,18 34:7 original 37:9
office 11:22 28:20 43:12,15 128:5,7,25 35:10 37:25 107:7 127:3,4
41:13,17,18 57:10 113:14 129:6,14,21 38:5 39:4,5,7,9 134:13
46:11 49:22 148:25 149:7 130:3,9,11,19 40:7,8,9,10 originally 53:10
58:16,17 60:3 offices 1:18 37:2 131:1,11 41:12,15,15 63:20 92:7
60:13,17 64:3 officiated 5:22 132:17 134:2 42:4,5 43:20 122:18 127:11
67:24 70:3 oh 26:8 34:20 135:6,9 136:1 44:8,11,14,20 Orleans 2:6
72:6 77:1,5,15 48:12 58:20 136:5,25 44:23 45:11 34:10 46:14,20
81:18 84:19,22 63:6 110:14 138:16,24 50:22 51:5,7,7 51:15 52:1,19
96:15 97:12 118:21 121:13 139:9 140:3,7 51:16,20 53:8 52:21,23 56:9
106:16,16 oil 132:1 140:14 141:3 53:21 55:8,17 56:14,16 57:12
130:17 okay 6:12,13 8:1 142:12 144:17 55:22 57:1,8,9 58:2 59:6 60:1
officer 17:16 8:20,25 9:22 150:17 57:9 62:16 60:14 61:11,18
18:22 19:19 10:23 11:9 Oklahoma 1:17 63:11 65:9 62:14 65:19,21
20:1,10,19 12:4,7,10 13:7 1:20 6:2 9:11 66:5 67:14,20 68:23 69:13,18
21:10 24:9,15 15:2,16,20 9:21 11:20 68:4,20 70:24 73:13 77:24
24:21,25 25:6 16:14,24 17:1 38:20 72:10,20 73:9 78:18,19,19
25:11,21 27:22 17:22 19:17,21 old 16:22 75:18,23 77:17 80:1,22 83:10
28:1,6,14,17 19:23 20:8 once 16:21 22:20 77:25 78:1 83:11 84:1
40:16 43:10 21:17 22:1 53:5,13 65:7 83:2,4 92:17 86:11 90:1
49:13,14,16,21 24:24 26:24 136:7 138:16 93:19 97:4,20 91:3,21,23,25
49:25 58:10,23 28:5,7 30:21 ones 36:13 62:3 99:2 101:5 92:2,5,5,16
71:19 72:10,19 31:13 32:17 62:7 68:11 103:7 105:20 93:8,20 95:20
74:8,23 75:23 34:1 35:7,16 109:19 149:2 111:8 112:7,25 97:13 108:19
78:24 81:19 36:14,16 45:20 one-page 16:10 113:24 115:13 111:12 112:11
82:22 84:14 45:22 46:10 on-site 65:15,17 119:21 125:9 113:12 114:8
87:10 88:17 52:9 61:17,23 68:18,25 69:3 125:15,15,16 114:23 115:6,8
89:6 90:18 63:25 66:22 69:7,11,11,16 126:24 130:24 115:19 116:4,9

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 168

119:16,17,23 panel 98:25 99:3 25:13 36:23,25 perspective 82:14 110:8

122:25 123:15 panels 99:1 37:1 56:8,9,9 39:15 88:1 153:14
124:19 128:12 paper 78:9 89:19 90:7 PERTAINS plummets 71:6
129:24,25 paperwork 91:22 100:10 1:11 plus 87:8
130:15 137:25 77:18 78:3 113:15 114:1 phase 137:19 point 8:10 23:19
138:4,5,12,18 139:8 143:10 151:2,4,7 PHILIP 3:5 40:14 68:15
143:19 144:23 paragraph 81:8 percent 129:16 phone 52:24 89:4 97:1
147:4,16 150:7 87:4 perfectly 11:10 53:1 102:19 104:22 105:3
151:10 parameters perform 65:1 phrase 82:16 109:8,11 129:1
Ostrander 58:23 57:21 58:4 performance physical 47:7 138:16 141:10
60:12 62:25 59:10 60:13 64:23 65:2 53:10 pointed 147:22
81:13 149:6 61:15 72:12,18,21 Picher 38:20 points 68:14
outcome 154:13 PARC 64:2,4 73:8,19,20,22 picture 148:9 portion 107:14
Outlet 118:6 parks 19:16 76:20 86:6,17 pile 112:2,4 position 15:23
outpacing 91:8 part 5:15 14:1 86:21,21 97:24 119:5 122:4,10 16:7,13 17:3
91:13,16 20:9 21:15 124:23 125:1,1 122:13 148:9 23:6 59:2
outside 20:6 31:5 72:14 125:6 141:25 piles 121:22 85:23 88:4
120:7 74:2 75:3 145:11 Pine 34:19 35:18 positions 88:5
overbooked 85:17,18 90:11 performances 38:6,17 42:9 possession 30:18
96:16 96:11,13 98:17 141:7 42:12,20,25 77:21,22 92:10
overhead 32:20 99:1,3 103:21 performed 22:8 43:5,11 99:2 possible 151:23
132:3 107:23 108:12 22:8 24:6 104:13 149:18 pot 65:4
oversimplifica... 116:1 117:22 65:22 76:14 piss 50:20 predates 128:22
73:12 particular 25:22 132:25 149:7 pissed 50:17 136:2
oversite 80:7,20 26:22 27:5 149:22 151:22 pitcher 38:21,21 preparation
O'Conner 90:9 44:19 47:23 performers 86:5 place 7:2 37:10 43:22,25 81:17
O-S-T-R-A-N-... 73:17 83:1 performing 37:14 38:16 81:24
58:24 84:11 86:8 141:8 47:7,10 48:9 prepare 29:18
90:14 106:1 period 12:24 54:12 64:15 76:5 127:19
P 108:7 109:18 13:4 15:5 82:3 112:15,19 129:3,19 143:8
P 2:19 5:1 126:13 137:21 54:12 57:23 112:25 127:16 prepared 67:15
page 4:3,13 68:6 141:11 148:7 59:3 68:19 139:1 109:24 111:9
72:13 74:1,3 particulars 76:2 141:22 142:1 places 34:20 111:23
80:5 85:17 parties 5:4 permission 64:6 plaintiffs 6:10 preparing
90:11 96:9 154:12 person 15:1,22 plan 49:25 75:4 139:11
97:20 99:4 part-time 15:1 21:16 22:3 86:7 90:4,5 present 3:3
105:21 106:2 passing 92:6 51:18 56:2 124:3 125:10 57:16
107:13,13,14 pay 104:18 109:13 113:12 125:19,20 presentation
107:24 118:19 paying 54:4 151:3 128:17,18,19 50:2
118:21 119:5 64:16 personal 154:8 plans 49:10 presented 40:18
124:4 payment 13:25 personally 83:19 127:19,25 50:1 79:18
pages 73:18 76:6,25 131:4 129:3,20 90:4 99:8
123:13 Pennsylvania personnel 11:22 131:13 100:6 115:18
paid 13:24,24 2:21 12:20 16:11 plate 62:6 116:13
15:13 32:3 people 7:18 19:4 29:3 96:15 please 6:7 8:4,12 president 49:22
40:2 41:5 19:24 24:20 97:10,12,12,18 8:19 68:1 president's
76:16 96:5

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 169

49:22 142:10 100:23 104:4 proposed 125:23 21:4,14 23:11

pretty 61:9 profit 32:20 104:13,14 130:4 25:10,12 26:4
116:12 138:20 132:3 107:23 109:23 protection 59:24 34:1 59:5 61:2
preventative program 129:11 113:23 117:17 protections 62:24 68:1
99:9 146:21 119:18 120:2,5 64:14 69:14,23 70:11
previous 20:24 programs 30:5 120:21 124:12 prove 57:20 72:16 82:12
103:6 132:22 progressing 24:3 143:19 145:14 61:14 83:18 89:11
147:10 progressive 149:22 proven 58:7 91:11 94:7
previously 49:1 12:16 projects 18:13 prove-up 57:22 95:1 102:2,4
price 32:7,8,10 project 22:21 18:15 26:1,9 57:23,24 59:3 102:25 103:3
32:13,16 137:7 23:3 24:7 26:12 27:20 60:2,11 61:3,5 109:1 113:21
137:10 27:16,19,24 29:11,19 31:21 provide 116:5,10 114:13,25
priced 32:12 28:8 29:8 30:7 31:24 33:15,24 provided 108:5 115:12 116:9
primary 125:18 30:22 31:8 34:5,15,16,16 108:6 116:7 116:13 122:3
principal 64:3 32:17,18 37:18 34:18,18 39:14 Providing 124:17 129:22
86:2 38:3,9,11,16 42:25 43:11 116:14 131:1 140:11
principles 17:19 38:17,19 39:3 51:22 59:18 proving 58:3 142:19 146:5,7
prior 33:22 39:16 40:24 60:6 64:12 public 19:3 149:11 150:6
37:18 41:2,2,6 42:1,9 67:14 70:19 pukes 70:4 questioned
probably 36:23 42:10 45:4 93:19 104:13 pull 116:18 120:6
41:17 58:23 47:9 51:3 150:1 pulled 15:21 questions 6:17
60:21,23 65:14 53:13,16,18,21 project's 86:7 purpose 6:25 7:4,9 8:3,4,22
104:18 137:21 53:24 54:12,19 91:16 84:10,12 133:5 73:21 121:12
146:5 54:21,23 55:9 promoted 15:24 134:14 144:18 152:1,4
problems 98:9 55:10,11,23 promotion 24:10 purposes 5:7 152:6
procedure 5:6 56:5 57:16 proper 44:9 push 121:23 quick 121:11
7:3 58:1 59:3 properly 71:13 put 15:3 19:4 123:24 143:12
procedures 16:6 60:11 61:3,5 141:8 40:3 65:3 71:5 144:18 150:7
proceedings 61:21 63:1 properties 18:8 77:25 78:12 quickly 109:21
152:7 67:10,15,17,22 86:8 92:3 100:23 138:20
process 6:16 68:4,11 69:8 property 15:23 106:7,9 117:8 quit 27:15
16:8 18:23 70:24 71:12 16:18,19,25 139:7 140:25 quite 139:20
22:15,17 37:6 72:12,15,22 property's 86:20 putting 22:16 quote 32:19
57:12 62:11 74:4,9,10,13 proposal 100:6 25:7 107:19 68:15,16
99:25 126:13 74:16,21 79:24 124:14,19 P-I-C-H-E-R quoting 79:19
137:13 139:10 80:20 81:9,16 125:23 127:24 38:22
142:5 144:11 81:20 82:3,7,9 128:3,13 R
produce 7:13 82:12,14,19,23 129:13,16,24 Q Radiological
127:10 137:1 83:16,19,24 131:3,6,12 qualified 30:6 29:14
produced 67:19 84:25 85:2,5 133:9 137:1,3 37:3 raising 13:12
115:16 122:9 88:12 90:12,19 137:20,20 qualify 103:22 102:6
137:4 138:3 90:20,24 91:4 138:3 113:14 114:1 random 151:3
140:10 143:1 91:7,13,14,18 proposals quality 113:11 range 19:10
produces 129:10 92:1 93:1 94:4 125:25 130:13 143:16,17,18 ranges 66:25
129:11 94:10,22,23,25 136:3 question 5:13 rank 51:25
product 94:19 95:9,9 98:9 propose 139:21 8:7,13,13,14 85:10 104:8
8:19 17:21 ranked 52:17,20

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 170

ranking 59:1 52:24 55:8,16 103:3 49:4,11 50:3 111:8,23

rate 131:25 57:22 66:6 refuse 25:16 50:14 64:17,24 123:13 146:15
132:2 69:2 82:21 regarding 23:8 66:8 76:2 represent 6:10
rated 65:21,23 92:18 112:21 68:23,24 69:2 84:13 87:23 representative
rattle 26:13 132:18,19 69:11 73:23 89:24 92:17 122:25 123:14
raw 86:25 133:11 134:4 75:24 94:4 99:18 123:1,8 request 64:2
reach 81:4 146:9 147:3 111:8 112:25 131:5 137:16 124:15 142:25
reached 54:22 149:12,14 113:7 120:1,8 137:17 146:19 requested 16:12
read 68:14 82:16 150:9,15 127:24 145:10 148:12 150:15 135:2
102:4,25 110:7 recap 88:11 146:20,24 removal 48:18 requesting 16:11
117:15 118:3 recasting 86:20 147:6 147:18,21 52:25 126:25
118:17 126:3 receive 10:4 regards 97:23 removals 18:18 138:13
129:1 146:16 136:14 142:22 regulatory 88:7 remove 120:20 required 17:14
153:3,4 received 18:24 88:9 89:8 136:8,21 30:8,10 72:20
readily 93:16 64:21 92:4,4 reimbursable removed 81:20 73:8 88:18
reading 5:8 130:1,2,12 31:25 32:2,6 82:9 120:17 requirement
90:22 91:1 138:16,17,21 32:22 repeat 8:19 125:4,9
real 14:24 138:21,24 relate 146:13 27:25 28:18 requirements
123:24 143:12 139:3 141:21 related 14:12 69:14 70:11 68:3 98:12
150:6 142:14 143:4 154:11 71:23 131:1 107:24 125:22
realize 35:6 receiving 137:14 relates 70:23 143:2 requiring 86:25
really 49:20 54:6 recessed 66:14 88:12 147:10 repeating 138:6 reserve 144:16
62:3 85:6 126:9 relation 104:15 rephrase 28:18 reserved 5:14
124:11 recognition relationship 36:5 53:20 resolved 41:6
reason 7:1 89:7 90:15,16 51:13 76:19 replacement 97:3
106:18 122:1 recommendati... 79:18 85:9 117:16 146:21 response 22:14
127:22 128:10 108:17,19,23 104:7 report 67:10,15 26:11 33:23
132:20 134:8 109:24,25 relative 6:18 67:18,23 79:24 38:7,10,22
135:25 138:7 110:25 111:1 remain 16:14 81:17,23 56:15 60:16
148:5 151:11 127:10 129:2 remainder 108:19,23 62:12,15 64:19
reasons 49:9 recommendati... 104:21 109:23,24,25 65:24 67:12
66:1 71:7 23:7 113:3,7 remained 17:3 111:1 113:7 71:10 78:4,11
reassign 70:3 recommended remediate 32:20 114:3 117:12 78:21,25 80:9
recall 11:9 25:25 13:25 remediated 117:22 127:11 85:20,25 87:9
27:14 30:22 record 6:7,25 46:21 129:2 139:6 91:7 92:9,20
33:2,8,13 29:12 103:15 remediation 146:20 93:12 95:24
34:17,17 35:22 110:8 123:25 75:19 76:1 reported 3:23 96:12 99:6
37:21,24 38:18 Recovery 31:4 85:5 88:16,20 154:7 108:4,16 116:3
40:24 41:22 refer 71:9 90:16 104:3,5 reporter 3:25 121:4 122:23
42:9,17 43:2 reference 125:12 remember 10:22 5:21 6:4 7:12 124:2,14 128:4
43:19 44:8,11 referenced 11:7,8 12:12 8:5 23:12 130:7 139:12
44:14 45:3,15 134:6 21:11,12 25:24 117:21 144:12 142:4 143:6
47:3,6,15,17 referencing 70:6 27:11 33:15 154:3,25 responses 7:10
47:22 48:1,5,8 86:22 87:2 34:19 38:2 REPORTER'S responsibilities
48:17 49:1,24 referred 135:23 41:9 46:18 154:1 12:15 13:22
50:23 52:11,13 reformulate 47:2 48:16 reports 108:18 24:14,19 27:8

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 171

27:9,14 29:7 134:13 137:20 résumé 30:15 108:9 127:2,3 90:12 104:23
84:23 139:5 revision 134:14 127:4 129:3 separate 32:22
responsibility 134:21 137:4,6 S 135:7 separating
25:23 29:10 Rex 58:23 60:12 S 2:10 5:1 Scott 2:4 6:9 112:15
44:24 81:16 62:25 65:14 safe 73:22 61:2 September
responsible 149:5 sales 14:20 15:5 scratched 98:2 67:11 136:5
15:22 19:8,13 re-ask 103:2 salespeople SDB 75:5,9 sequential 140:8
29:24 64:3 Richard 144:20 57:14 sealing 5:10 service 12:8,25
69:5 72:25 Rick 45:16,21 salesperson second 90:11 13:4,10,14,14
88:24 114:10 46:3 79:6,7,12 13:11 107:13 136:5 13:17 14:2,3
responsive 19:8 79:13,22 80:2 salute 24:20 section 73:18 14:15,17
responsiveness 81:13 sampling 86:7 see 23:3 24:2 131:16
5:13 right 25:16 34:9 sat 65:13 47:25 55:22 services 108:2,6
rest 7:23 34:11,14 48:13 save 5:12 66:24 68:13 set 131:25 132:1
Restate 34:1 50:5,22 54:14 saw 146:12 72:17 74:4 154:6
91:11 54:18 62:1 saying 7:17 75:20 79:8 seven 12:13 13:5
restrictions 63:21 93:24 70:15 71:11 80:6 82:13,13 137:16
120:1 143:25 94:12 114:21 89:21 92:18 85:18 87:8 seven-year
result 48:21 115:24 116:9 102:8 129:15 91:12 99:5 12:24 13:3
86:10 149:21 117:19 121:18 says 70:2,4 105:23 107:1 sewage 120:13
resulting 96:16 122:17 123:5 72:17 73:14 109:2 110:5 120:16
retire 50:7,12 124:4,13 74:4 75:4 78:9 112:14 117:2 Shakes 38:4
147:25 127:12 128:20 79:15,17 80:1 128:23 130:4,5 55:15 93:9
retired 11:6,7 129:7,8 141:20 82:11,13,17 seeing 132:18 113:17
13:9,18 16:16 144:10,16 86:3,19 87:4 seen 67:8 106:10 sheet 78:9 112:2
17:16 50:4 146:6 89:2 90:12 106:13 107:4 112:4 119:5
retirement 17:3 right-hand 91:7 96:15 110:2 111:3 121:22 122:4
41:9 50:16 72:14 98:2 103:16 117:25 122:5 122:10,13
retroactive 40:4 ring 123:10 104:2,21 134:3 148:9
return 15:6 risk 144:1 105:23 108:18 select 37:3 sheets 121:23
returned 14:20 River 117:13,16 116:4,15 130:5 selected 37:4 shelf 116:18
14:22,23 15:10 118:6 SB 75:5,9 selection 37:6 Shepherd 21:22
Revenue 14:15 road 19:15,16 scenario 85:19 self-explanatory 21:23 22:5,19
14:16 Robert 145:19 scene 114:6 116:12 23:19,23 24:2
review 7:18 Robinson 1:11 115:2 selling 13:11 26:4,6,15,16
43:22 67:5 2:7 6:11 schedule 48:24 103:25 26:17,25 27:9
76:14,19 86:4 role 100:14 48:25 49:11 send 77:24 27:15,19,23
111:15 115:17 room 2:20 36:23 90:1,3,8 107:19 130:14 28:2,8 29:7
116:11 143:12 106:17 school 9:8,10,15 144:12 31:18 36:4,10
144:5 Rowe 129:10 11:4,8,17 sending 53:4 36:16
reviewed 116:23 RPR 3:24 schools 13:11 sends 130:15 short 15:19
reviewers Rules 5:6 scope 39:2,7,9 sense 88:16 shorthand 154:8
111:11 run 82:3,6 39:18 55:16 137:18 138:1 show 6:20 41:4
reviewing running 49:3 56:10,10,16 sent 65:19 57:18 75:1
108:23 136:6 R-E-C-A-P 59:11,12 61:20 125:24 133:6 105:13 106:21
revised 134:13 88:14 61:20 63:1 sentence 82:17 109:21 110:16
88:19 107:7

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 172

117:22 121:11 slow 45:18 56:21 special 15:25 51:12 80:21 stay 14:16
123:19 126:16 small 75:10,10 17:6 25:21 spoken 138:17 steel 121:2,23
132:9 133:19 75:13,13 86:3 29:16 64:2 sporadically step 22:15
135:11 139:15 Smith 1:16 6:1,8 specialist 15:24 51:2 136:25
showed 111:1 6:9 66:16 16:1,3,15 17:2 square 121:18 steps 70:9
122:5 126:12 105:23 106:6,7 17:8,14 19:18 staff 68:18,25 Steve 129:10
127:11,17,22 106:10 126:11 19:18,22 21:13 69:3,7,11,12 sticker 117:20
128:6 134:6 153:3 21:15,20,24 69:16,17 Sticking 50:22
148:10 soil 18:18 38:15 22:12 23:2,22 104:22 105:2 STIPULATED
shut 94:25 147:20 24:14,23 25:9 stamp 66:25 5:3
side 79:8 85:18 soils 18:8 88:17 26:1 28:3,4 72:14 stop 8:12
97:7 112:16 88:20 147:18 35:25 36:3,7 stand 41:21 75:9 strata 149:1
sign 24:25 25:3,6 150:11 40:16 71:2,18 83:3 95:25 stratification
45:12 106:4,5 somebody 36:20 72:9,19 74:7 standing 48:6 28:13,17
109:14,17 106:7 74:23 75:22 133:17 street 1:17 2:5
153:14 soon 51:9 78:24 81:19 stands 50:11 6:2 36:19
signatory 123:6 sorry 10:22 11:7 82:22 87:11 99:18 103:17 stress 96:16
signature 149:1 12:11 17:12,20 88:18 89:7 start 8:10,11 strike 21:13 36:1
153:12 20:15 21:11 90:19 95:14 13:15 31:15 113:21
signed 28:12 23:13 27:11,25 96:21 98:17 55:2 93:13 structure 51:14
29:1 68:8 31:9 34:2,19 100:12 103:8 started 8:23 52:22 74:2,3
109:19 153:18 41:1,8,23 49:4 103:24 105:1 11:17 13:5,7 74:21 88:2
153:19 50:14 64:24 111:7,22 21:14 31:17 120:24 121:19
significance 98:3 69:14 71:22 116:22 117:6 39:19 47:7 135:23,24
104:9,10 73:1 74:17,25 122:12 143:24 53:13,16,22 structures 18:2
significant 80:7 84:13 86:13 149:19 150:10 starting 85:21 48:6 75:1
97:21 104:2,4 88:15 90:17 specialists 27:1 starts 54:17 120:21 136:7,9
signing 5:8 25:2 96:8 99:15 specialization 106:2 148:21
25:7 28:8,22 103:18,20 59:20,23 state 5:22 6:6 stuck 134:8
45:9 84:15 107:12 113:21 specialize 59:17 9:19 10:14,25 study 10:14,17
105:25 118:21 121:6 specific 21:21 11:3,14 12:4 18:1,8
similar 18:2 126:3 131:1 34:5 35:12 108:9 117:10 stuff 63:22
132:4 143:1,9 133:4 134:23 61:6 73:21,23 117:11 133:15 subcontract
simply 79:20 141:14,21 specifically 5:9 134:18 136:15 86:1 125:18
116:18 127:10 143:2 5:11 34:23 stated 90:2 subcontracting
sir 25:19 42:16 sort 117:14 specifications 101:9 75:4,17,25
73:25 103:18 131:3 22:9,11 59:7 statement 70:2 85:22 122:22
112:10 117:4 sorts 24:10 131:8 90:22 101:25 124:3,22 125:2
sit 84:19 sought 5:15 specified 54:12 107:2 115:13 125:10,19,20
site 47:25 70:4,9 source 38:24 55:21 129:20 128:4,23 128:17,18
70:13 85:23 South 1:19 specify 137:9 130:18 136:2,9 subcontractor
86:7 113:13 Southwest 36:25 142:16 136:12,15,16 76:10 80:8
114:6,10 space 153:15 speed 49:6 137:14 138:2 89:3,8
116:10 speak 43:25 44:4 spell 45:24 states 1:1 116:9 subcontractors
sitting 121:20 52:19 spend 51:6 station 120:13 32:25 43:4,7
situation 148:18 speaking 42:3 spent 20:9 51:7 120:17 76:15,19 77:23

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 173

86:17 119:13 supervisory talking 8:11 99:2 101:4 31:2,11,12,12

125:21 17:17 57:6 61:10 103:7 104:7 31:15,19 32:10
subcontractor's supply 12:19 62:13 82:18 105:19 111:7 32:23 33:3
81:12 supported 114:19,23 112:7,25 35:13,14,20
submits 108:18 100:15 115:21 120:22 113:24 119:21 36:2,6,12,18
submitted sure 14:25 15:18 140:1,4 141:4 125:9,14,15,15 37:10,13,18
111:25 23:16 27:5 141:5 146:17 126:24 130:24 60:15 61:13,23
subsection 74:1 42:1,20 64:16 talks 88:7 91:12 133:10 140:1 62:6,16,17,18
subsequent 66:8 81:1 108:17 140:16,17 64:1,20 67:15
76:22,24 77:3 83:14 103:14 Tank 86:9 141:9,11,12 70:19 71:19
77:8,14 106:18 126:8 tape 66:11,13 143:24 149:17 72:4 75:6 92:8
subsequently surmise 122:2 126:5 team 21:15 99:16 129:11
81:15 swamp 147:14 Tar 35:18 38:6,8 technical 72:11 TERCs 100:2
substantial sworn 6:3 7:5 38:12,16,19 72:18,21 73:8 term 44:9 61:3,9
86:19,24 154:5 39:3 40:24 73:20,21 81:17 62:10 68:19
subsurface system 16:9 41:2 42:1,3,20 81:23 84:25 70:23 71:3
120:20 135:23 95:17 97:11 42:25 43:5,11 85:1,6 96:17 73:15 88:11
136:7 147:18 119:22 139:1 98:4,5,7 99:2 96:22 97:2,8 146:9,12
147:20 systems 95:5,10 104:12 149:18 97:24 98:12 Terminal 86:9
sub-par 81:9,12 task 25:1 32:24 116:11 123:14 terminology
86:5,6,16 T 33:2,5,7,10,16 129:22 131:7 41:4
successes 97:21 T 4:1,11 5:1,1 33:18,19,22,25 142:21 144:9 terms 144:9
sufficient 131:14 TAHEERAH 34:4,7,13,22 145:11,15,22 testified 147:10
142:10 2:18 35:1,3,9,10,17 146:4 testify 6:4 154:5
Suffusive 10:23 take 7:2,17,22 37:8,25 38:5 technically 154:6
24:5 117:15 7:24,25 8:5 39:4,5,6,9 146:8 testimony 33:21
summarize 21:1,5 22:6 41:12,14,15 techs 65:15 41:25 43:23
103:4 135:22 23:12,14 38:16 42:4,5,15,17 telephone 44:1,5 103:6
summarizing 48:24 49:6 43:1,5,20 44:8 147:17 141:24 153:4,6
101:22 54:2,3,6,10,12 44:11,14,20,23 tell 7:1,6,25 11:9 154:7
summary 72:15 54:20 55:10,11 45:11 50:22 12:14 26:19 testing 11:23
summer 12:3 56:12,18 66:12 51:5,6,7,16,20 29:12 39:19 Texas 23:21
superior 97:24 81:23 84:21 53:8,21 55:8 49:3 50:10 Thank 18:21
supervise 43:6 93:4 112:15 55:17,22 56:25 53:18,23 54:1 30:21 64:5
supervised 126:6 127:3 57:1,8,8,9 54:9 58:11 103:14 110:12
69:12 141:7 62:16 63:11,18 99:14 116:17 119:2 152:4
supervising taken 1:17 5:5 65:9 66:5 119:4 127:6,7 thereabouts
96:21 21:7 30:16 67:13,19 68:20 128:1 129:1,3 11:1 14:21
supervision 82:2 84:7 94:4 70:24 72:10,20 134:20 136:23 thereof 5:15
22:21 43:4 125:3 139:1 73:9 75:6,18 139:20 144:4 thing 15:6 19:20
81:3 154:9 144:7 153:21 75:23 77:17,25 telling 127:18 50:24 69:25
supervisor 16:12 takes 22:15 54:5 78:1 82:24 129:18 78:3 110:14
46:6 52:13 97:7 83:2,3 84:17 temporary 122:15
65:17 83:13 talk 52:16 112:7 85:9 90:15 117:8 things 7:14 8:5
supervisors 145:15 92:17 93:19 Ten 46:8 16:20 23:3
65:15 talked 48:23 94:1 97:4,20 TERC 30:25 24:3 51:1
140:13 146:20

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 174

64:23 83:21 Tinker 11:17 85:22 67:23 ultimate 58:7

87:14 106:15 12:1,18 27:1 trucks 16:20 Turning 75:2 ultimately 21:4
109:20 125:2 title 12:12,14 true 97:25 96:9 33:5 42:22
150:11,12,22 15:18 52:11 111:15 153:5 twice 53:6 62:2 75:16
think 8:14 32:9 today 6:11 43:23 154:9 two 10:9,25,25 86:3 89:9
32:9,10 50:8 44:1,6 51:11 Trust 49:13 12:17 15:17 117:7
70:4 99:11 told 23:17 50:19 truth 7:6 154:6 17:17 42:25 umbrage 97:7
108:13 117:25 93:1 142:8 try 8:3,6 94:11 74:21 75:1 underground
148:4 tone 89:20 100:4 91:2 95:4,9 147:11
thinking 26:4 top 85:21 117:18 trying 24:18 100:2 125:2 underseepage
third 68:14 topics 6:17 84:8 53:7 61:14 134:9,11 137:3 112:22 113:1
thought 61:9 TORTS 2:16 74:18 79:3,4 type 7:23 12:14 understand 7:7
68:12 122:10 total 10:9,25 85:4 103:4 16:6,20 20:12 7:19,20 8:8,16
122:19 31:4 60:25 110:22 111:20 22:9 31:11,19 8:18 11:13
three 11:7 12:17 129:16 121:10 123:12 39:21 55:4,5,9 17:20 24:18
13:9 41:9 46:2 totally 40:6 126:11 128:10 69:10 72:17 31:2 32:15,23
50:4 64:22 Toxic 29:14 133:6 148:23 79:21 81:5 33:21 35:7
73:18 118:15 track 69:6 Tuesday 1:20 87:14 90:19 36:11 41:25
148:1 tracked 69:13,17 Tulsa 1:17,18,19 99:19 132:4 49:19 53:7
time 5:14 7:22 tracking 69:16 6:2 10:1,3,4,7 143:1,9 62:13 69:23
8:18 11:6 95:4,10,17 10:12,17,21,25 types 32:5 33:15 72:21 73:8
12:22 13:3 training 15:25 11:4 20:9,16 39:14 64:14 74:18,20 78:2
14:22,23 15:3 20:2,3,3,4 21:5 23:24 129:16 78:2 98:20
15:9 17:7 20:8 26:17 29:17,18 24:6 27:3 typewriters 110:23 121:12
23:1 26:15 30:5 46:11 56:19 16:20 126:11 127:9
27:18 37:9,17 transcribed 58:6 59:14,15 127:20 128:11
39:10,24 44:21 154:8 61:17,18,21 U 139:21 141:24
46:12,15,19 transcript 7:13 65:18 69:6,18 U 5:1 understanding
48:2,9,19 51:6 7:18 144:6 69:21 70:10,16 Uh-huh 22:14 34:2,4 44:18
51:7,12 53:6 154:9 72:6 73:12 26:11 33:23 49:5 54:11,21
54:4,7,13,20 transcription 75:5 76:13,18 38:10,22 56:15 71:20 72:11
55:10,16 56:4 153:5 77:6,15 79:11 60:16 62:12,15 74:19 82:17
56:11,17,22 transfer 139:6 80:19 81:11 64:19 65:24 84:25 85:2,3,7
58:19,20,23 transferred 9:6 88:24 89:15,19 67:12 71:10 85:7 88:19
64:25 82:15 12:18 14:6 89:20 91:21,24 78:4,11,21 92:22 101:3
84:6 87:25 22:23 31:17 92:10 97:14 80:9 85:20,25 103:6 106:3
94:24 95:1 81:18 93:17 99:9 108:22 87:9 92:9,20 112:1 116:8
109:6 122:11 transmitted 109:13 114:7 93:12 96:12 126:12 154:10
146:12 149:5 79:22 115:5,9 124:7 99:6 108:4,16 unfair 146:5
timeline 82:14 travel 13:24,25 124:20 126:13 116:3 122:23 unfinished 94:20
82:18 13:25 15:12,13 128:12 129:10 124:2 130:7 UNITED 1:1
timeliness 64:22 15:13 24:1 129:25 130:20 139:12 142:4 University 9:19
timely 93:22 trick 111:21 138:3 143:17 143:6 10:15
times 23:17 71:1 123:12 turn 72:13 85:17 uh-huhs 7:11 unlimited 28:24
71:8 91:18 tries 61:12 99:4 Uh-uh 38:7 46:3
144:8 triggered 75:17 turned 19:11 78:25 121:4 upside 70:24
uh-uhs 7:11

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 175

71:3,9,13 102:1 148:8,15 91:22 WGI057615

82:12,16,19 150:12 WGI 2:13 33:6 133:24
85:19 89:4,10 W WATSON 3:5 68:22 70:12,16 WGI235 107:1
USAC 123:14 WAD 95:24,25 way 30:10 35:19 70:20 76:11 WGI245973
USACE 108:19 96:1,3,4 36:7 37:5 90:5,23 91:3 118:11
USACEs 130:5,8 wage 40:1,21 39:19 43:3 93:10 96:24 WGI246010
use 82:14,15 wages 40:2 50:19 57:24 98:5,11 99:22 119:5
85:22 92:24 wage-rate 39:25 73:16 76:4 100:4 101:5 WGI246211
93:2 Wait 32:9 94:7,11,15 103:8,11,25 118:25
utilization 75:5 waived 5:9,11 103:24 104:16 105:16 107:19 WGI340023
utilize 62:10 walked 50:17 105:1 107:9,18 111:9,23 113:3 124:1
utilized 18:9 70:9,12,17,21 120:19 135:3 113:6 115:16 WGI37722
31:20 68:18 wall 112:8,14,19 136:10 142:6 115:18 119:13 126:21
75:13 101:1 119:7 120:8,10 144:11 154:12 122:9 123:25 WGI37728
U.S 2:15 121:19 144:2 Weatherly 45:16 127:10,19 126:22
146:14 148:16 45:19 46:5 128:11 129:1 WGI38610
V Walter 144:23 47:19 49:15 129:10,18 110:24
value 29:1 71:6 want 25:10,13 54:16 56:2 144:22 151:16 WILKINSON
71:8 46:9 49:17,23 58:10,21,22 WGI's 75:17 1:9
variety 6:17 54:8 61:18,22 59:1 63:5,15 105:2 Witchita 14:6,10
various 32:25 61:24 63:21 65:11 81:13 WGI000637 23:21 24:2
vehicle 56:24,24 68:13 89:22 84:3 109:6 139:23 witness 5:5,23
57:1 102:14 126:6 124:5 127:23 WGI000638 61:8 66:21
vender 20:6 127:19 129:2 128:2 129:12 140:25 94:13 97:14
versions 134:9 135:16 138:7 131:13 132:21 WGI000652 102:20 110:13
134:12 wanted 19:3 133:3 139:23 114:14,22
vice 49:21,22 47:24 53:9 WEBSTER 3:24 WGI038174 118:4,10,14,20
VIDEO 1:16 Washington 5:21 154:3 132:14 118:24 126:7
viewed 81:9 2:12,22 33:17 WEBSTER(NO WGI038175 153:1,12,14
Views 67:4 33:19 34:20,21 154:24 132:14 154:4
105:11,18 34:24 35:2,3 wedding 120:24 WGI038704 woman 123:8
107:2 111:2 35:12,15 42:21 135:24 110:10 wondered 56:20
121:16 124:2 42:22 43:4 week 15:12 WGI054419 word 79:16
126:23 132:17 46:21 64:2 weeks 15:17 135:16 82:13 99:9
134:2 135:18 70:8 71:21 welcome 7:3 WGI05443 work 12:1 14:10
139:25 141:2 75:12,24 78:5 went 11:5,8 29:8 135:17 14:14 19:6
visual 50:2 78:8 81:22 30:5 35:18 WGI057505 22:7 24:5,23
vitae 16:8 30:15 87:6 97:18,22 47:17,25 48:1 67:1 30:6 31:18
voice 103:12 97:23 48:2,19 65:16 WGI057523 32:4 33:10
voiced 148:13 wasn't 50:14,16 68:17 84:2 67:3 39:7,9,18
volume 106:1 64:25 78:23 89:25 90:4 WGI057592 47:14,15 53:4
117:25 104:19 117:18 92:5 112:11 133:25 53:10,23 55:4
vote 101:6,19 Waste 29:15 119:7 122:10 WGI057601 55:5 56:17,25
102:1 water 18:1 38:21 122:13,17 133:25 57:2 59:12,12
voted 101:20 146:1,3,8,13 147:4 148:9 WGI057606 61:20,20 76:14
102:2 146:24 147:6,9 weren't 81:1 133:24 76:19 79:4
voting 100:20 147:11,22,23

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 176

81:9,12 88:19 wouldn't 113:8,9 64:7 92:7,12 15th 126:21 51:5,7,7 53:8
94:11 99:10 113:10 151:4 92:13,14 93:15 128:24 53:21 55:8,17
107:2,7 108:9 wrap 67:19 $309,000 141:14 1645 1:19 55:22 57:8,9,9
112:15,18 write 56:10 $339,357 129:17 1966 9:13 63:11 65:9
114:6 115:13 writes 97:7 129:19 1976 13:17 66:5 68:20
115:14 120:1 writing 50:2 $5 45:25 46:1,3 1979 13:17 14:1 70:24 72:10,20
120:13 122:22 written 68:10 $50 61:22,24 14:5 73:9 75:18,23
124:15,21 85:18 95:23 $64,000 141:15 1980 14:17 92:17 93:20
125:1,6,6 wrong 14:24 $77,000 141:15 1984 14:19 97:4,20 99:2
127:2,3,19,25 25:8 101:16,22 $8 78:10 1986 9:2 13:5,8 101:5 103:7
128:4,19,23 102:4 141:20 13:18 14:1,23 105:20 111:8
129:3,3,20 wrote 56:9 0 1994 20:20 112:7 113:1,24
131:13 132:25 100:15 05-4182 1:7 1996 27:17 29:6 119:21 125:15
133:14 135:5,8 06-2268 1:12 1997 27:17 29:6 126:24 130:24
136:2,9,12,15 X 117:16 146:20 133:10 141:11
136:16,16 X 4:1,1,11,11 1 1999 46:9,16 143:24
137:14 138:2 55:10 93:4,5,5 1 4:14 6:21,22 260 64:8
138:13 141:25 132:2,6 35:3,8 77:8 2 2601 77:10
142:10,25 105:16 107:2 2 1:7 4:15 66:17 2602 77:10
143:19 148:19 Y 107:24 141:9 66:19 77:9 2603 77:10
149:7,21 Yeah 114:15 1.0 75:3 99:4 122:19 2604 77:10
151:18,21 148:11 1.1 80:6 141:9 2610 135:19
workday 50:23 year 9:12,25 1.1.1 81:15 20 17:13 18:12 140:1,5 143:4
worked 11:5,22 10:20,24 11:3 1:00 121:10 18:17 2611 140:16
12:12,17 13:10 11:13 13:15 10 4:23 20:22 2000 11:6 82:15 141:13
13:21,24 14:18 21:9 26:23 63:22,23 124:10 126:21 27th 124:10
33:3,13,16,22 50:7 124:11 117:18 133:10 128:3,24 127:23
33:24 46:5 years 10:10,25 133:11 135:12 20001 2:12 29th 50:11
78:20 106:19 11:1,7,8 12:13 135:13 142:24 20004 154:24
136:10 149:18 12:18 13:1,5,9 10.0 97:10 2001 82:15 3
workforce 11:14 13:10 17:4 101st 1:19 141:23 3 4:16 38:5 77:9
11:16 14:21,22 20:22 21:12 106 4:16 2004 50:8 106:21,22
working 12:8,11 25:25 27:12,13 11 4:24 139:16 2005 50:11 67:11 107:23 126:24
23:4 27:15,23 41:9 46:7 50:5 139:17 141:12 148:3 141:9
28:2,7 29:10 50:18 137:16 143:3 2008 1:20 3rd 1:20
30:23 31:15 148:1 110 4:17 20530 2:22 3.0 72:14
34:17,22 37:25 yields 97:21 12 4:25 140:21 21st 130:20 3:00 51:9
46:11 79:11 140:22 2229 105:17 34 13:1
Z 123 4:18 24 136:5 340012 124:1
132:23
zero 92:14 126 4:19 25 34:13,25 3743 1:17 6:2
workload 21:19
21:20 132 4:20 63:18 122:10 38618 110:24
$ 133 4:21,22
works 39:19 122:14
$1 28:11,12,21 1331 2:21 4
73:16 144:12 26 33:8,11,22
45:12 84:14 135 4:23 4 4:17 38:5 74:1
Workwise 74:17 34:7 35:1,4,8
109:17 139 4:24 103:15 110:18
worry 34:21 42:5 43:1,20
$100 61:24 140 4:25 110:19 141:9
worth 132:3 44:8,11,14,24
$260 36:18 57:6 15 132:5,5,6 4th 148:3
45:11 50:22

Johns Pendleton Court Reporters 800 562-1285

SMITH, FRANCES ARLENE
6/3/2008
Page 177

4.0 74:2 85:18 79 13:19

4.1 86:3
4.2 86:19 8
4:00 51:9 8 4:21 108:12
109:23 119:8
5 122:4,6 133:20
5 4:18 104:2 133:21,24
117:25 123:20 148:9
123:21 127:22 8.2 108:17
128:23 131:10 80 14:3 129:16
141:9 80s 17:2
5.0 88:7 8095 2:20
50 36:23 82nd 1:17 6:2
51 2:11 84 14:4,21
510 72:13 855 2:5
516 75:2 86 11:6
518 85:17
520 90:11 9
521 96:9 9 4:22 133:20,21
522 97:20 133:25
523 99:4 9.0 96:11
57513 74:2 9.1 96:13
96 127:24
6 97 117:12
6 4:4,14,19 105:5 99 58:25 107:3
107:14,14,14 115:13
116:1 126:17
126:18 127:17
128:6,21 136:4
141:9
6.0 97:20
6/3/2008 153:21
66 4:15 10:24
68 11:1
69 11:1
7
7 4:20 132:10,11
7.0 90:11
7.2 91:7,12
7.2.2 95:4,7
70113 2:6
716 110:10
74128 1:20
74137 1:17 6:2
75 36:23 100:9
76 13:19

Johns Pendleton Court Reporters 800 562-1285