exhibit_10-6f.htm


    
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 10.6.f
 

    Mr. Scott
M. Keating

    ENSR
Corporation

    1899
Powers Ferry Rd., Suite 375

    Atlanta,
Georgia  30339

    


    ENSR
Corporation

    ATTN:
Contracts Dept.

    2
technology Park Drive

    Westford,
MA 01886

    


    RE:           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 July 25, 2002, as amended (the Amended
Agreement).

    


    


    Dear
Scott:

    


    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: 06-0852759), which is an environmental service company serving public and
private sector clients worldwide.

    


    AGLC
hereby proposes to modify the Amended Agreement as follows:

    


    I. All
references to The Retec Group, Inc or Retec throughout the Amended Agreement
shall now mean ENSR Corporation.

    


    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, 2009, 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 2 Scope of
Services is hereby modified by deleting all references to “2006 Modified
Amended Exhibit 1” and replacing all such references with “2008 Modified Exhibit
1.”  2006 Modified Exhibit 1 shall be replaced with the attached 2008
Modified Exhibit 1 and it shall be incorporated herein.

    


    IV.           Section 5 Management
Control is hereby modified by deleting the references to

    Jim
Oosterhoudt and replaced with Scott Keating.

    


    IV. Section 15 Notices is
hereby modified by changing Retec, now ENSR’s address to :

    


    To
ENSR:

    


    Scott M.
Keating

    ENSR
Corporation

    1899
Powers Ferry Rd., Suite 375

    Atlanta,
GA.  30399

    770.296.9300

    Fax:
678.627.0033

    


    With a
copy to:

    


    ENSR
Corporation

    Attn:
Contracts Department

    2
Technology Park Drive

    Westford,
MA  01886

    978.589.3000

    Fax:
978.589.3100

    


    And by
changing With Copies
to AGLC to:

    


    Edward A.
“Skip” Kazmarek, Esq.

    Kazmarek
Geiger & Laseter LLP

    One
Securities Center

    3490
Piedmont Rd., NE, Suite 201

    Atlanta,
GA.  30305

    404.812-0840

    Fax:
404.812.0845

    


    


    VI.           Section 7 Exhibits is
hereby modified by adding Exhibit
11.  Exhibit 11 shall be the Second 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), effective February 1,
2006.

    


    


    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 ENSR in the space provided below.  The effective date of
this modification shall be February 1, 2008.

    


    


    


    Sincerely,

    


    Atlanta
Gas Light Company


    


    


    By: Jeffrey P. Brown

    Title:
Vice President

    
 

    Agreed
and Accepted

    ENSR
Corporation

    


    


    By: Scott Keating

    Title:
East Region Manager,Vice
President

    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    2008
MODIFIED

    AMENDED
EXHIBIT 1

    Scope
of Services

     

    Retec
shall provide the following Services:

     

    
      	
              1)  

            	
              General Recordkeeping
      and Documentation.  With respect to all Sites, except as
      otherwise directed by AGLC:

            


    

     

    
      	
              a)  

            	
              Annual
      compilation of available information in the form of the “MGP Program
      Annual Budget,” which compilation shall include Retec’s Annual Budget and
      other available information prepared by AGLC or its consultants or
      contractors.

            


    

     

    
      	
              b)  

            	
              Semiannual
      compilation of available cost estimates, probabilistic cost models or
      engineering cost estimate, as appropriate, for establishing
      forward-looking estimates of expected costs, including estimated monthly
      cash flows for the upcoming quarter, including such information prepared
      by AGLC or its consultants or
contractors.

            


    

     

    
      	
              c)  

            	
              Maintain
      all files and records as necessary, including those required for PSC audit
      and reporting purposes, for compliance with the National Contingency Plan
      (“NCP”), and as required under applicable rules and orders governing the
      cleanup of the Sites.  Prepare quarterly compilation of
      available information in the form of the “Quarterly Report” to be
      submitted by AGLC to the Georgia PSC within fifteen (15) days of close of
      quarter.

            


    

     

    2)           With
respect to St. Augustine,
Florida:

     

    Technical
Documentation.  Prepare all reports, notices, and other
documentation for review and approval by AGLC for submittal to EPA necessary
under applicable rules or orders, or as otherwise
appropriate.  Prepare a monthly narrative and financial report,
including defined schedule and cost compliance.   Submit Marina
Basin Closure Report to EPA and manage/respond to regulatory comments.  At
an appropriate time following site development, or at an alternative time as
directed by AGLC, design and implement the groundwater monitoring program as
required by the Consent Order.  Assist in claim preparation and litigation
support as it pertains to the developer/owner delays and insufficient survey
data.

     

    3)           With
respect to Orlando and Sanford,
Florida:

     

    
      	
               
      

            	
              a)

            	
              General.  Act
      as the technical or management representative of AGLC, in consultation
      with AGLC.  If so directed by AGLC, assist an AGLC
      representative in such a role.  Take such actions as are
      necessary and appropriate to encourage innovative, cost-effective, and
      timely cleanups of the Sites.

            


    

     

    
      	
               
      

            	
              b)

            	
              Coordination.  Represent
      AGLC’s interests regarding selection of subcontractors, preparation of
      scopes of work, evaluation of proposals, and other tasks, represent AGLC’s
      interests in the identification of off-site stakeholders and the
      development of measures to address the interests or concerns of such
      stakeholders, represent AGLC’s interests in the technical review of
      reports and communications with the regulatory agencies.  All
      the foregoing activities are to be performed in consultation with
      AGLC.

            


    

     

    
      	
               
      

            	
              c)

            	
              Cost
      Allocation.  If so directed by AGLC, assist AGLC counsel
      in the development of information necessary for cost allocation
      negotiations.

            


    

     

    
      	
               
      

            	
              d)

            	
              Regulatory
      Negotiations and Counseling.  To the extent negotiations
      involving regulatory agencies require or would be aided by technical
      participation, represent AGLC and assist in presenting technical issues to
      the regulatory agencies, in consultation with
  AGLC.

            


    

     

    
      	
               
      

            	
              e)

            	
              Studies, Assessments,
      and Plans.  Review recommendations for studies or
      assessments for investigation or cleanup of the Sites, represent AGLC’s
      interests in the conduct of such studies and assessments and the conduct
      of required research, and represent AGLC’s interests in the preparation of
      any Corrective Action Plans or other remedial action
      proposals.  All the foregoing studies, assessments and plans are
      to be performed in consultation with
AGLC.

            


    

     

    
      	
               
      

            	
              f)

            	
              Remedial Design and
      Action.  Represent AGLC’s interests in the review and
      supervision of all remedial design activities and the conduct of all
      remedial actions, in consultation with
AGLC.

            


    

     

    
      	
               
      

            	
              g)

            	
              Documentation.  Review
      or arrange for the review of reports, scopes of work, and other
      documentation prepared in the course of such studies or assessments, in
      consultation with AGLC.  Produce a monthly narrative and
      financial report.  Prepare and maintain hardcopy and electronic
      files of all reports and documents produced by the PRP Groups and
      consultants/engineers.

            


    

     

    


    
      	
              3)

            	
              With
      respect to Athens,
      Augusta, Brunswick, Griffin, Macon, Rome, Savannah, Waycross, and
      Valdosta, Georgia:

            


    

     

    
      	
               
      

            	
              a)

            	
              General.  If
      so directed by AGLC, act as the technical or management representative of
      AGLC, in consultation with AGLC.  Take such actions as are
      necessary and appropriate to encourage innovative, cost-effective, and
      timely cleanups of the Sites.

            


    

     

    
      	
               
      

            	
              b)

            	
              Coordination.  If
      so directed by and in consultation with AGLC, represent AGLC’s interests
      regarding selection of subcontractors, preparation of scopes of work,
      evaluation of proposals, and other tasks, represent AGLC’s interests in
      the identification of off-site stakeholders and the development of
      measures to address the interests or concerns of such stakeholders,
      represent AGLC’s interests in the technical review of reports and
      communications with the regulatory
agencies.

            


    

     

    
      	
               
      

            	
              c)

            	
              Cost
      Allocation.  If so directed by AGLC, assist AGLC counsel
      in the development of information necessary for cost allocation
      negotiations.

            


    

     

    
      	
               
      

            	
              d)

            	
              Regulatory
      Negotiations and Counseling.  To the extent negotiations
      involving regulatory agencies require or would be aided by technical
      participation, represent AGLC and assist in presenting technical issues to
      the regulatory agencies, in consultation with
  AGLC.

            


    

     

    
      	
               
      

            	
              e)

            	
              Studies, Assessments,
      and Plans.  At the request of AGLC, propose and/or
      conduct studies or assessments for investigation or cleanup of these
      sites, and prepare any Corrective Action Plans or other remedial action
      proposals.  All the foregoing studies, assessments and plans are
      to be performed in consultation with
AGLC.

            


    

     

    
      	
               
      

            	
              f)

            	
              Remedial Design and
      Action.  At the request of AGLC, prepare or review
      remedial design activities and the conduct of all remedial
      actions.

            


    

     

    
      	
               
      

            	
              g)

            	
              Documentation.  Review
      reports, scopes of work, and other documentation prepared in the course of
      such studies or assessments, in consultation with AGLC.  Produce
      a monthly narrative and financial report.  Prepare and maintain
      hardcopy and electronic files of all reports and documents
      produced.