EX-10.6.B 11 exhibit_10-6b.htm EXHIBIT 10.6.B exhibit_10-6b.htm

 
 
 

Exhibit 10.6.b
 
The RETEC Group, Inc.
One Monroeville Center, Suite 1015
Monroeville, PA  15146

The RETEC Group, Inc.
300 Baker Avenue
Concord, MA  01742
Attn:  President
 
 
Re:
Modification to that Certain Amended and Restated Master
 
 
Environmental Management Services Agreement Between
 
 
Atlanta Gas Light Company and The Retec Group, Inc.
 
 
Dated July 25, 2002 (the “Amended Agreement”)
 
Dear Gentlemen:
 
Atlanta Gas Light Company (“AGLC”) and The Retec Group, Inc. (“Retec”) hereby modify the Amended Agreement (“2005 Modification”) as follows:
 
I. Section 1 Term is hereby amended by deleting “January 31, 2005” in the second sentence and replacing it with “December 31, 2005 except as otherwise provided herein.”
 
The following is hereby added to the end of Section 1:
 
“Notwithstanding the above termination date, all work performed by Retec under the Amended Agreement and the 2005 Modification for the Sites listed on Amended Exhibit 2 of the Amended Agreement that is associated with or in connection to groundwater monitoring, groundwater analysis, groundwater treatment systems, groundwater collection systems, including all Administrative and General, and Technical, as those terms are used in Amended Exhibit 1 of the Amended Agreement, shall terminate on June 30, 2005.”
 
II. Section 3 Pricing and Payment Terms.
 
Paragraph 3.2 Compensation is hereby deleted in its entirety, including Amended Exhibits 3 and 4, and replaced with the following section:
 
3.2           Compensation
 
“(A)           All expenses, costs, and fees paid or incurred by Retec or for which Retec is entitled to payment or reimbursement, and which arose on or before January 31, 2005, and all of AGLC’s rights and duties with respect thereto, shall be governed by the applicable provisions of the Amended Agreement.  All expenses, costs and fees paid or incurred by Retec or for which Retec is entitled to payment or reimbursement, and which arose on or after February 1, 2005, and all of AGLC’s rights and duties with respect thereto, shall be governed by the applicable provisions of this 2005 Modification.
 
(B)           Effective February 1, 2005, in consideration for Retec’s performance of the Amended Agreement and the 2005 Modification to the satisfaction of AGLC, AGLC will pay or reimburse Retec its Standard Rates as set forth on Amended Exhibit 5 and reasonable costs and expenses as described on Amended Exhibit 5 of the Amended Agreement (“Actual Costs”).”
 
Paragraph 3.3 Description of Actual Costs is hereby modified by deleting the following sentence:
 
“Actual Costs consist solely of the types of costs incurred in the performance of the Services that meet the definitions set forth in Amended Exhibit 4.”
 
Paragraph 3.4 Invoices; Payment is hereby modified by deleting the first three sentences of Section 3.4 and replacing same with the following:
 
“Retec shall submit to AGLC within twenty (20) calendar days after the end of each calendar month an invoice for the Actual Costs and invoices of subcontractors.  All invoices shall be identified to the appropriate item established in the work breakdown tasks.”
 
III. Section 5 Management Control.
 
IV. Paragraph 5.1 Executive Sponsors and Program Directors is hereby modified by,
 
changing AGLC’s Executive Sponsor from Suzanne Sitherwood to Donna Moore and by changing AGLC’s Program Director from Donna Moore to Timothy Goodson.
 
V. Section 7 Insurance.  A new Paragraph 7.9 is hereby added as follows:
 
“Retec acknowledges that the Insurance Program described in Paragraph 7.1 will terminate on May 5, 2005.
 
On or before May 6, 2005, and before performing any function under this Agreement following termination of the Insurance Program, in addition to the coverage required in Paragraph 7.5 of the Amended Agreement, Retec shall maintain insurance coverage as follows:
 
(A)           Commercial General Liability Insurance - $2,000,000/ $5,000,000.
 
(B)           Errors & Omissions Insurance (including pollution coverage) - $5,000,000.
 
(C)           Excess Liability - $2,000,000 on A and B above.
 
Retec shall maintain the above-described coverage for a period of two  years after the termination of the Amended Agreement.  After May 6, 2005, all references to the “Insurance Program” in Section 7 shall mean the coverage set forth in new Paragraph 7.9, except in Paragraph 7.4 where the reference to “Insurance Program” shall remain the same.”
 
Except as otherwise provided herein, all defined terms shall have the meanings provided in the Amended Agreement.  Except as modified herein, all terms, conditions, responsibilities, and obligations of the Parties shall remain in full force and effect.
 
In the event this 2005 Modification is deemed to nullify the Insurance Program as described in Paragraph 7.1, this 2005 Modification will become null and void and the Amended Agreement will be deemed to have been extended until December 31, 2005.
 
IN WITNESS WHEREOF, AGLC and Retec, intending to be legally bound, have caused this 2005 Modification to be signed as of this 1 day of February, 2005.
 
The Retec Group, Inc.                                                                                                           Atlanta Gas Light Company
                                                                                                    
 
By:  Michael D. Knupp                                                                                                           By: Jeffrey P. Brown
 
Title: President                                                                                                                        Title: Vice President