Mr. Scott M. Keating AECOM, Inc.
Exhibit 10.6
Xx. Xxxxx
X. Xxxxxxx
AECOM,
Inc.
0000
Xxxxxx Xxxxx Xx., Xxxxx 000
Xxxxxxx,
Xxxxxxx 00000
AECOM,
Inc.
ATTN:
Contracts Dept.
2
technology Xxxx Xxxxx
Xxxxxxxx,
XX 00000
RE:
Fourth Modification to that Certain Amended and Restated Master
Environmental Management Services Agreement Between Atlanta Gas Light Company
(AGLC) and
The Retec Group, Inc. (Retec)
dated July 25, 2002, as amended (the Amended Agreement).
Dear
Xxxxx:
In
January 2007, RETEC Holdings, Inc. (“Holdings”) entered into an Agreement and
Plan of Merger dated January 26, 2007, by and among Holdings, AECOM Technology
Corporation, a Delaware corporation (the “Buyer”), and the other parties
thereto, with Holdings being the surviving corporation and becoming a
wholly-owned subsidiary of the Buyer. The Retec Group, Inc. merged
with the Buyer’s ENSR subsidiary, ENSR Corporation, a Delaware corporation (Tax
ID: 00-0000000), which is an environmental service company serving public and
private sector clients worldwide. On
November 10, 2008, ENSR changed its name to AECOM Environment.
AGLC
hereby proposes to modify the Amended Agreement as follows:
I. All
references to The Retec Group, Inc or Retec, or ENSR Corporation throughout the
Amended Agreement shall now mean AECOM, Inc.
II. Section 1 Term is
hereby amended by deleting the second sentence and replacing it with the
following:
“Subject
to the early termination as set forth in Paragraph 9, this Amended Agreement
shall expire on the close of business on January 31, 2012, or such later date as
the parties may agree; provided however, that upon prior written notice, AGLC
may extend the term of this Amended Agreement as reasonably necessary to
complete the Remediation Activities.”
III. Section 3 Pricing
and Payment Terms is hereby modified by deleting 2005 Modified
Exhibit 5 and replacing it with 2009 Modified Exhibit 5 of the Amended Agreement
(“Reimbursable Costs”).
VI. Section 15 Notices is
hereby modified by changing Retec, now AECOM’s address to :
To
AECOM:
Xxxxx X.
Xxxxxxx
AECOM,
Inc.
0000
Xxxxxx Xxxxx Xx., Xxxxx 000
Xxxxxxx,
XX. 00000
000.000.0000
Fax:
000.000.0000
With a
copy to:
AECOM,
Inc.
Attn:
Contracts Department
0
Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxxx,
XX 00000
000.000.0000
Fax:
000.000.0000
And by
changing With Copies
to AGLC to:
Xxxxxx X.
“Skip” Xxxxxxxx, Esq.
Xxxxxxxx
Xxxxxx & Xxxxxxx LLP
One
Securities Center
0000
Xxxxxxxx Xx., XX, Xxxxx 000
Xxxxxxx,
XX. 00000
404.812-0840
Fax:
000.000.0000
VII. Section 7 Exhibits is
hereby modified by adding Exhibit
12. Exhibit 12 shall be the Third Modification to that Certain
Amended and Restated Master Environmental Management Services Agreement Between
Atlanta Gas Light Company (AGLC) and The Retec Group, Inc. (Retec) dated
February 1, 2008, as amended (the Amended Agreement), effective February 1,
2008.
Except as
otherwise provided herein, all defined terms set forth in the Amended Agreement
shall have the meanings provided in the Amended Agreement. Except as
modified herein, all terms, conditions, responsibilities and obligations of the
Parties set forth in the Amended Agreement shall remain in full force and
effect.
If you
are in agreement with these proposed modifications, please so signify by signing
on behalf of AECOM in the space provided below. The effective date of
this modification shall be February 1, 2009.
Sincerely,
Atlanta
Gas Light Company
By: /s/ Xxxx Xxxxx
Title: Vice
President and
Associate
General Counsel
Agreed
and Accepted
AECOM,
Inc.
By:__________________
Title:_________________
2009
MODIFIED EXHIBIT 5
AECOM's
Standard Rates
These
will remain in effect through January 31, 2012.
Hourly
rates shown above are fully loaded, including fringe benefits, overhead and fee.
These rates are applicable to all technical and administrative support efforts
(including secretarial and temporary contract labor performed directly for the
client). Overtime hours will be billed at the above rates. Rates for individuals
may be adjusted during the term of the contract from one rate category to
another based upon such individuals' normal merit and promotional salary
increases.
The
categories of indirect costs to be reimbursed by AGLC are as
follows:
|
Category
|
Title
|
Hourly
Billing Rate
|
|
P5
|
Accounting
Clerk I, General Clerk I, Lab Attendant, Lab Technician I, Technician
I
|
$50
|
|
P7
|
Dept
Assistant I, Dept Assistant II, Lab Attendant, Lab Technician I,
Receptionist, Receptionist/V, Secretary I, Technician I, Technician II,
Technician III, U-Grad Intern/Jr Yr
|
$60
|
|
P8
|
Accounting
Clerk II, Cost Analyst I, Dept Assistant I, Dept Assistant II, Grad
Intern/1st
Year, Lab Technician II, Lab Technician III, Project Admin I,
Receptionist, Staff Specialist I, Staff Specialist, Sr, Technician II,
Technician III, U-Grad Intern/Jr Yr, Word Processor
|
$70
|
|
P9
|
Accounting
Clerk II, Accounting Clerk III, Admin Asst, Admin Asst, Sr, Cost Analyst
I, Credit/Collect Admin, Dept Assistant I, Dept Assistant II, Dept
Assistant III, Drafter/Cadd Opr II, Equipment Opr
II, Facilities Maint Worker, Help Desk Technician, Illustrator,
Sr, Office Coordinator, Plant Operator, Project Admin I, Project Admin II,
Secretary II, Shipper/Receiver, Sr Mail Clerk, Staff Specialist I, Staff
Specialist II, Technician II, Technician III, U-Grad Intern/Jr
Yr
|
$75
|
|
P10
|
Accountant
I, Accounting Clerk III, Admin Asst, Cost Analyst I, Cost Analyst II,
Credit/Collect Admin, Data Mgmt Coord, Dept Assistant II, Dept Assistant
III, Dept Lead Tech, Drafter/Cadd Opr II, Drafter/Cadd Opr III, Equipment
Opr II, Facilities Coord, Help Desk Tech, Sr. Hr Assistant, Hr Assistant,
Sr., Hr Rep II, IT Documentation Spec, Marketing Coord, Office
Administratior, Office Coordinator, Project Admin II, Project Specialist,
Staff Specialist I, Staff Specialist II, Staff Specialist, Sr, Technician
II, Technician III, Word Processor, Sr.
|
$83
|
|
P11
|
Accountant
I, Admin Asst, Sr, Admin Asst/V, Buyer, Cost Analyst I, Cost Analyst II,
Credit/Collect Admin, Sr, Dept Lead Clerical, Dept Lead Tech, Desktop
Publish Opr, Drafter/Cadd Opr III, Exec Secretary I, Xxxxxxx, Xx Rep II,
Illustrator, Sr, IT Customer Svc Supv, IT Support Admin, Office
Administrator, Office Coordinator, Paralegal, Payroll Clerk, Sr, Project
Admin II, Project Specialist, Publications Coord, Site Safety Officer, Sr
Plant Operator, Staff Specialist I, Staff Specialist II, Staff Specialist,
Sr, Technical Writer, Technician III
|
$90
|
|
P12
|
Accountant
III, Admin Asst, Sr. Cost Analyst II, Cost Analyst, Sr. Dept Lead Tech,
Drafter/Cadd Opr II, Drafter/Cadd Opr III, Exec Secretary II, Xxxxxxx,
Help Desk Tech, Sr, Hr Administrator, HR Rep II, Illustrator Sr, IT Tech
Trainer, Marketing Coord, Sr, Office Administrator, Office Coordinator,
Project Admin II, Project Manager, Project Spec, Sr, Project Specialist,
Proposal Coordinator, Publications Coord, Sr Plant Operator, Staff
Specialist I, Staff Specialist II, Staff Specialist, Sr., Technical
Writer, Technician III
|
$110
|
|
P13
|
Billing
Mgr, Business Devel Specialist, Cost Analyst, Sr, Dept Lead Tech,
Drafter/Cadd Opr III, Drafter/Cadd Supv, EHS Manager, Exec Secretary I,
Field Superintendent, Financial Analyst, Sr, Xxxxxxx, Illustrator, Sr,
Marketing Coord, Sr, Marketing Specialist, Network Admin, Regional,
Program Dept Administrator, Project Manager, Project Manager, Sr, Project
Spec, Sr, Project Specialist, Report Writer, Sr, Section Manager, Sr
Programmer, Staff Specialist I, Staff Specialist II, Staff Specialist, Sr,
Tech Research Librarian, Technical Specialist, Telecom Analyst,
Sr.
|
$118
|
|
P14
|
Accounts
Payable Mgr, Admin Manager, Contract Admin, Contract Admin, Sr, Corp
Recruiter, Cost Analyst, Sr, Facilities Mgr, Financial Analyst, Sr, IT
Infrastructure Supv, Project Manager, Project Manager, Sr, Project Spec,
Sr, Project Specialist, Proposal Coord, Sr, Purchasing Agent, Regional EHS
Manager, Secretary to President, Section Manager, Staff Consultant, Staff
Specialist, Sr, Tech Specialist, Sr, Technical Specialist
|
$125
|
|
P15
|
Admin
Manager, Comp/Benefits Mgr, Contract Admin, Sr, Controller, Asst, Corp
Business Anlyst, Department Mgr I, EHS Account Manager, Network Admin,
Regional, Program Manager, Project Manager, Project Manager, Sr, Project
Spec, Sr, Project Specialist, Proposal Ctr Mgr, Regional EHS Manager,
Report Writer, Sr, Section Manager, Staff Consultant, Systems Analyst,
Tech Specialist, Sr, Technical Specialist, Training
Manager
|
$140
|
|
P16
|
Applications
Devel Mgr, Bus Dev Mgr II, Corp Corp Business Mgr, Corp Communications
Mgr, Department Mgr I, Dir, Marketing Services, EHS Account Manager,
Financial Plng & Analysis, IT Critical Apps Mgr, IT Ops, Midatlantic,
Program Manager, Program Mgr, Sr, Project Manager, Sr, Project Spec, Sr,
Proposal Ctr Mgr, Regional EHS Manager, Section Manager, Tech Specialist,
Sr, Technical Specialist
|
$160
|
|
P17
|
Bus
Dev Mgr II, Department Mgr I, Department Mgr II, IT Bus Integration Dir,
Marketing Communications, Office Manager I, Department Mgr II, IT Bus
Integration Dir, Marketing Communications, Office Manager I, Office
Manager II, Princ Tech Spec, Program Manager, Program Mgr, Sr, Project
Manager, Sr, Reg Program Mgr, Sr, Regional Admin Mgr, Regional HR Manager,
Staff Consultant, Tech Specialist, Sr, Technical Specialist, Technician
III, VP Programs
|
$180
|
|
P18
|
Business
Dev Dir, Controller, Department Mgr II, IT Critical Services Dir, IT
Projects Dir, Office Manager I, Office Manager II, Org Development Dir,
Princ Tech Spec, Program Manager, Program Mgr, Sr, Reg Program Mgr, Sr,
Staff Consultant, Tech Specialist, Sr, Technical Director, Vice President,
VP Programs
|
$190
|
|
P19
|
Business
Dev Dir, Department Mgr II, Gov’t Services Dir, Nat’l Accounts Mgr, Office
Manager I, Office Manager II, Program Manager, Program Mgr, Sr, Reg Bus
Dev Director, Reg Program Mgr, Sr, Staff Consultant, Tech Specialist, Sr,
Technical Director, Vice President, VP & GM, VP Business Dev, VP Envir
Mgmt Practice Ld, VP Human Resources, VP Information
Technology, VP Nat’l Serv Line, VP Programs, VP Regional Sales, VP/GM,
Asian Operations
|
$205
|
|
P20
|
Chief
Administrative Off, President & CEO, Program Mgr, Sr, Reg Program Mgr,
Sr, Sr Vice President, Sr VP Global Key Accts, SR VP North American Ops,
Staff Consultant, Tech Specialist, Sr, Technical Director, Vice President,
VP & Dir, EHS Performance, VP & GM, VP Nat’l Sales, North Amer, VP
Programs, VP/GM, Asian Operations
|
$205
|
|
T2
|
Vice
President, Technical Director
|
$225
|
|
Admin
(locked down)
|
All
administrative positions, inclusive of all P levels
|
$75
|
Supplies and
Materials
It is
AECOM's policy not to charge a markup for facsimile and reproduction costs,
AECOM equipment, special fees/permits/insurance, or access charges. The actual
costs including transportation and applicable taxes of all site and office
supplies and materials purchased and consumed directly in the performance of
Services described in this Amended Agreement, plus, if consistent with AECOM
policy, a markup not to exceed 5%. Charges for specialized IT computer usage and
plotting will appear as "Specialized IT Services" on invoices. CAD and graphics
equipment usage will be charged at $8.00 hour. ArcInfo usage will be billed at
$18.00/hour. All other specialized IT computer usage will be billed at
$8.00/hour. Plots will be billed according to size in addition to computer
usage.
Rentals and
Leases
The
actual rental fees for all necessary machinery and equipment, either owned by
AECOM or obtained from a third-party vendor for use on Sites, plus a markup on
machinery and equipment from third-party vendors not to exceed 5%. Such charges
for AECOM-owned machinery and equipment shall be at competitive prices
prevailing for similar use in the site-specific areas that would be charged by a
third-party vendor.
Utilities
The
actual cost of all electric, telephone, water, gas, sewer, and heating oil for
operations at the Sites, late fees or processing costs excluded, plus a markup
not to exceed 5%.
Travel, Transportation and
Living Expenses
The
actual costs reasonably incurred by AECOM for travel, transportation and living
expenses for personnel in connection with performance of the Services, plus a
markup not to exceed 5%. Hours billed to projects will include reasonable time
for local and/or intercity travel. No more than eight (8) hours of travel will
be charged per day.
Miscellaneous
Expenses
Actual
costs paid by AECOM on behalf of AGLC for all other items or services used or
consumed directly in the performance of Services described in this Amended
Agreement, plus, if consistent with AECOM policy, a markup not to exceed
5%.
General
Anything
herein to the contrary notwithstanding, nothing in this Amended Agreement shall
permit any actual cost or expense incurred by AECOM to be recovered more than
once.
