Loading...
HomeMy WebLinkAboutJacobs Engineering Group AG-C-412Local Agency Standard Consultant - Agreement Consultant/Address /Telephone Jacobs Engineering Group, Inc. 600 — 108th Avenue NE Suite 700 Bellevue, WA 98004 1 Architectural /Engineering Agreement ❑ Personal Service Agreement A. reement Number AG -C -412 Project Title And Work Description On -Call Services - Utility Design Federal Aid Number N/A Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ ❑ Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method • Actual Cost • Actual Cost Not To Exceed % DEB Participation • Yes 0 No % Federal ID Number or Social Security Number 95- 4081636 • Fixed Overhead Rate % Fixed Fee $ Do you require a 1099 for IRS? • Yes I No Completion Date 12/31/2012 O Specific Rates Of Pay ►/ Negotiated Hourly Rate • Provisional Hourly Rate ❑ Cost Per Unit of Work Total Amount Authorized $ 100,000.00 Management Reserve Fund $ 0.00 Maximum Amount Payable $ 100,000.00 Index of Exhibits (Check all that apply): ❑ Exhibit A -1 Scope of Work ® Exhibit A -2 Task Order Agreement ❑ Exhibit B -1 DBE Utilization Certification ® Exhibit C Electronic Exchange of Data ❑ Exhibit D -1 Payment — Lump Sum ❑ Exhibit D -2 Payment — Cost Plus ® Exhibit D -3 Payment — Hourly Rate ❑ Exhibit D -4 Payment — Provisional LI Exhibit E -1 Fee — Lump/Fixed/Unit ® Exhibit E -2 Fee — Specific Rates ® Exhibit F Overhead Cost ® Exhibit G Subcontracted Work ❑ Exhibit G -1 Subconsultant Fee ❑ Exhibit G -2 Fee -Sub Specific Rates ❑ Exhibit G -3 Sub Overhead Cost ® Exhibit H Title VI Assurances ® Exhibit I Payment Upon Termination of Agreement ® Exhibit J Alleged Consultant Design Error Procedures ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ® Exhibit M -la Consultant Certification ® Exhibit M -lb Agency Official Certification ® Exhibit M -2 Certification — Primary ® Exhibit M -3 Lobbying Certification ® Exhibit M -4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this day of Between the Local Agency of C /Ty 0 A✓$vrRnl , Washington, hereinafter called the "AGENCY ", and the above organization hereinafter called the "CONSULTANT ". DOT Form 140 -089 EF Revised 3/2008 Page 1 of 8 WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he /she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and /or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit `B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan ". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. DOT Form 140 -089 EF Page 2 of 8 Revised 3/2008 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub - Contracting The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub - consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub - consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and subcontractor, any contract or any other relationship. A DBE certified sub - consultant is required to perform a minimum amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a DOT Form 140 -089 EF Page 3 of 8 Revised 312008 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. DOT Form 140 -089 EF Page 4 of 8 Revised 3/2008 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J ", and disputes concerning claims will be conducted under the procedures found in Exhibit "K ". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. DOT Form 140 -089 EF Page 5 of 8 Revised 3/2008 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the PROJECT. Subject to the processing of a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L ". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. DOT Form 140 -089 EF Page 6 of 8 Revised 3/2008 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment ", hereafter referred to as "CLAIM ", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M -4" Certificate of Current Cost or Pricing Data. Exhibit "M -3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. DOT Form 140 -089 EF Page 7 of 8 Revised 3/2008 In witness whereof, the parties hereto have executed this AGREEM r • the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Bye E. aut_ Ire,. By Consultant Agency �%-� L€wiS Mat DOT Form 140 -089 EF Page 8 of 8 Revised 3/2008 Exhibit A -2 Scope of Work (Task Order Agreement) Each item of work under this AGREEMENT will be provided by task assignment. Each assignment will be individually negotiated with the CONSULTANT. The amount established for each assignment will be the maximum amount payable for that assignment unless modified in writing by the AGENCY. The AGENCY is not obligated to assign any specific number of tasks to the CONSULTANT, and the AGENCY'S and CONSULTANT'S obligations hereunder are limited to tasks assigned in writing. Task assignments may include but are not limited to, the following types of work: A. Preparation of plans, specifications, and cost estimates to support the design of utility (storm, sanitary sewer, water) projects. B. Assistance with environmental permitting, design analysis, and report preparation to support the design utility (storm, sanitary sewer, water) projects. C. Other tasks related to the design of utility (storm, sanitary sewer, water) projects as assigned. Task assignments made by the AGENCY shall be issued in writing by a Formal Task Assignment Document similar in format to page 2 of this exhibit. An assignment shall become effective when a formal Task Assignment Document is signed by the CONSULTANT and the AGENCY, except that emergency actions requiring a 24 -hour or less response can be handled by an oral authorization. Such oral authorization shall be followed up with a Formal Task Assignment Document within four working days, and any billing rates agreed to orally (for individuals, subconsultants, or organizations whose rates were not previously established in the AGREEMENT) shall be provisional and subject to final negotiation and acceptance by the AGENCY. DOT Form 140 -089 EF Exhibit A -2 Revised 7/07 AGREEMENT #: AG -C -xxx CONSULTANT: PROJECT # /Name: The general provisions and clauses of the Agreement referenced above shall be in full force and effect for this Task Assignment. Location of Project: Maximum Amount Payable per this Task Assignment: $ Completion Date: Scope of Work: TASK ASSIGNMEN TASK #: xxx- xxxx -xxx Approvals Consultant Project Manager: Signature: Date: City Project Manager: Signature: Date: City Mayor, if Task Assignment is over $5,000: Signature: Date: Note: If this task assignment is over $25,000 then it must go before the appropriate Committee and City Council for approval prior to the Mayor's signature. DOT Form 140 -089 EF Exhibit A -2 Revised 7/07 Exhibit C Electronic Exchange of Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Utility Design & Plans Preparation Section A. Survey Data — 2009 AutoCAD, ASCII text B. Utility Design Files — 2009 AutoCAD C. Computer Aided Drafting Files — 2009 AutoCAD D. Spreadsheets — 2003 Microsoft Excel E. Word Processing — 2003 Microsoft Word E. Electronic Scans /Documents — Adobe PDF II. Methods to Electronically Exchange Data A. CD or DVD B. FTP or Sharepoint site provided by the CONSULTANT DOT Form 140 -089 EF Exhibit C Revised 6/05 Exhibit D -3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. 1. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non - Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub - consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205 -46 "Travel Costs." b. The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. c. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." DOT Form 140 -089 EF Exhibit D -3 Revised 3/09 4. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billing shall be supported by detailed statements for hours expended at the rates established in Exhibit "E ", including names and classifications of all employees, and billings for all direct non -salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. DOT Form 140 -089 EF Exhibit D -3 Revised 3/09 Exhibit E -2 Consultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule — See Attached Rate Schedule DOT Form 140 -089 EF Exhibit E -2 Revised 6/05 AGC412 - Exhibit E -2 Hourly Overhead Profit (on DL) Rate Discipline or Job Title Rate (DL) 122.88% 30% Per Hour Principal $ 85.87 $ 105.52 $ 25.76 $ 217.15 Project Manager $ 68.38 $ 84.03 $ 20.51 $ 172.92 Civil Engineer Planner $ 62.34 $ 76.60 $ 18.70 $ 157.65 Sr Civil Engineer Design $ 57.91 $ 71.16 $ 17.37 $ 146.44 Civil Engineer Roadway $ 49.32 $ 60.60 $ 14.80 $ 124.72 Civil Engineer Design $ 37.08 $ 45.56 $ 11.12 $ 93.77 Envir -Water Res Engineer $ 38.64 $ 47.48 $ 11.59 $ 97.71 Structural $ 57.08 $ 70.14 $ 17.12 $ 144.34 Sr Electrical Engineer $ 65.14 $ 80.04 $ 19.54 $ 164.73 Jr Electrical Engineer $ 31.05 $ 38.15 $ 9.32 $ 78.52 CADD Lead $ 51.02 $ 62.69 $ 15.31 $ 129.02 CADD $ 43.88 $ 53.92 $ 13.16 $ 110.96 Contract Admin $ 48.72 $ 59.87 $ 14.62 $ 123.20 Administrative Assistant $ 20.72 $ 25.46 $ 6.22 $ 52.40 Exhibit F Breakdown of Overhead Cost — See Attached Audit Report DOT Form 140 -089 EF Exhibit F Revised 6/05 Summary of At- Office and At -Site Rates and Statements of Fringe Benefit Expense and General & Administrative Expense in Accordance with the Federal Acquisition Regulation North American Infrastructure (formerly Jacobs Civil) A Business Unit of Jacobs Engineering Group Inc. For the Fiscal Year Ended October 1, 2010 With Report of Independent Auditors THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION WHICH HAS COMMERCIAL AND /OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. Summary of At- Office and At -Site Rates and Statements of Fringe Benefit Expense and General & Administrative Expense in Accordance with the Federal Acquisition Regulation North American Infrastructure (formerly Jacobs Civil) A Business Unit of Jacobs Engineering Group Inc. For the Fiscal Year Ended October 1, 2010 Contents Report of Independent Auditors 1 Summary of At- Office and At -Site Rates 2 Statement of Fringe Benefit Expense 3 Statement of General & Administrative Expense 4 Notes to Statements of Fringe Benefit Expense and General & Administrative Expense 5 THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND /OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. Cleary & Gill LLC REPORT OF INDEPENDENT PUBLIC ACCOUNTANT To: Board of Directors of Jacobs Engineering Group Inc. Re: indirect Cost Rates Prepared in Accordance with Part 31 of the Federal Acquisition Regulation We have audited the accompanying Summary of At- Office and At -Site Rates, Statement of Fringe Benefit Expense and Statement of General & Administrative Expense (Schedules of the Indirect Cost Rates) of North American Infrastructure (NAI), a segment of Jacobs Engineering Group Inc., for the twelve months ended October 1, 2010 prepared in accordance with Title 48, Code of Federal Regulations, Part 31 of the Federal Acquisition Regulation (FAR). NAI is a wholly -owned business unit of Jacobs Engineering Group Inc. These schedules are the responsibility of NAI's management. Our responsibility is to express an opinion on these schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States and also the standards applicable to financial audits contained in Government Auditing Standards (July 2007 Revision), issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Schedules of the Indirect Cost Rates are free of material misstatement. An audit includes reviewing, on a test basis, evidence supporting the amounts and disclosures in the schedules and performing such other procedures as we considered necessary in the circumstances. Our audit also included assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall schedule presentation. We believe that our audit provides a reasonable basis for our opinion. The aforementioned Schedules of the Indirect Cost Rates were prepared on a basis of accounting practices as prescribed by Part 31 of the FAR as discussed in Note 2, and are not intended to be a presentation in conformity with accounting principles generally accepted in the United States. In our opinion, the Schedules referred to above present fairly, in all material respects, the Indirect Cost Rates of NAI for the twelve months ended October 1, 2010, calculated in accordance with Part 31 of the FAR. In accordance with the Government Auditing Standards, we have also issued our report dated March 15, 2011 on our consideration of NAI's internal controls over financial reporting and our test of its compliance with applicable laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report. Individuals relying on this report must have an adequate understanding of Part 31 of the FAR. Therefore, this report is intended solely for the information of management and government agencies for use under contracts governed by the aforementioned regulations. It is not intended to be and should not be used by anyone other than the aforementioned parties nor should it be used for any other purpose. Arlington Heights linois March 15, 2011 1 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Summary of At- Office and At -Site Rates For the Fiscal Year Ended October 1, 2010 The At- Office and At -Site rates relative to the audited Fringe Benefit Expense and General & Administrative Expense Statements were computed in accordance with Part 31 of the Federal Acquisition Regulation (FAR). North American Infrastructure At- Office At -Site General & Administrative Rate Use & Occupancy Rate Fringe Benefit Rate Combined Rate 69.92% 25.85% 27.11% 122.88% At -Site At -Site General & Administrative Rate 69.92% Fringe Benefit Rate 27.11% Combined Rate • 97.03% See the following statements for detailed computations of the above Fringe Benefit Expense and General & Administrative Expense rates and for the applicable explanatory notes. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND /OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL SIMILAR OTHER LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 2 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Statement of Fringe Benefit Expense For the Fiscal Year Ended October 1, 2010 NAI DIRECT FRINGE BENEFIT EXPENSE (Note 4) COSTS, NET OF ADJUSTMENTS PAID TIME OFF $ 21,595,806 FICA 14,908,204 SUI 1,037,895 FUI 138,127 THRIFT PLAN 4,343,777 GROUP INSURANCE 10,315,461 WORKERS' COMPENSATION 479,508 GENERAL LIABILITY 3,394,173 EMPLOYEE ASSISTANCE PLAN 64,040 TOTAL ALLOCATED FRINGE BENEFITS $ 56,276,991 TOTAL FRINGE LABOR BASE $ 207,616,959 COMPANY -WIDE FRINGE BENEFIT RATE 27.11% The accompanying notes are an integral part of this statement. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND /OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 3 INDIRECT LABOR North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Statement of General & Administrative Expense For the Fiscal Year Ended October 1, 2010 GENERAL & ADMINISTRATIV TOTAL FAR E RATE APPLIED USE & TOTAL UNALLOWABLE TO AT -SITE & AT- OCCUPANCY INCURRED G &A COST NET CLAIMED OFFICE RATE (AT- COSTS ADJUSTMENTS NOTES G &A COSTS PROJECTS OFFICE) (Note 2) $ 57,463,497 S (191,277) 5 $ 57,272,220 $ 57,272,220 5 INDIRECT EXPENSES OFFICE OCCUPANCY EXPENSES 30,749,324 (28,723) 30,720,601 7,639,464 23,081,137 FRINGE BENEFITS 15,571,093 4 15,571,093 15,571,093 PERSONAL COMPUTER SERVICES 14,366,530 (53,673) 14,312,857 146,202 14,166,655 TRAVEL & BUSINESS MEALS 3.958,290 (548,430) 6 3,409,860 3,409,860 - PENSION & STOCK AMORTIZATION 2,578,744 - 2,578,744 2,578,744 EMPLOYEE TRAINING & DUES 1,680,094 (273,985) 7 1,406,109 1,406,109 BUSINESS LICENSE & TAXES 1,123,220 (745) 1,122.475 961,992 160,483 VEHICLE EXPENSES 1,767,769 (764,863) 8 1,002,906 702,038 300,868 OFFICE AND OTHER SUPPLIES 757,879 (120,282) 637,597 8,583 629,014 OUTSIDE SERVICES 872,491 (202,415) 670,076 596,420 73,656 RECRUITING & RELOCATION 788,718 (220,042) 9 568,676 400,729 167,947 REPRODUCTION 333,937 (7,232) 326,705 - 326,705 POSTAGE & FREIGHT 197,666 (30) 197,636 197,636 TEMPORARY STAFF 133,330 2,511 135,841 135,841 PUBLIC RELATIONS & ADVERTISING 160,775 (138,320) 10 22,455 22,455 COSTRECOVERY (721,513) II (721,513) (721,513) OTHER 2,134,485 (945,059) 12 1,189,426 962,010 227,416 SUBTOTAL INDIRECT EXPENSES $ 133,916,329 S (3,492,565) $ 130,423,764 $ 91,289,883 $ 39,133,881 OTHER INDIRECT EXPENSES SALES, PROJECT SERVICES & CONST S 268,779 S (1,927) $ 266,852 S 266,852 5 PUBLIC MANAGEMENT & ADMINISTRATION 226,010 (66,963) 159,047 159,047 BONUS PAYMENTS 2,743,973 2,743,973 2,743,973 EMPLOYEE STOCK OPTIONS/PURCHASE PLAN 194,750 194,750 194,750 FIXED ASSET (GAIJy LOSS 207,318 207,318 207,318 SUBTOTAL OTHER INDIRECT EXPENSES $ 3,640,830 $ (68,890) $ 3,571,940 $ 3,571,940 5 ALLOCATIONS CORPORATE ALLOCATIONS $ 52,002,764 S (1,693,026) 3,5 5 50,309,738 5 50,309,738 5 SUBTOTAL ALLOCATIONS $ 52,002,764 $ (1,693,026) S 50,309,738 S 50,309,738 S TOTAL. G &A EXPENSES $ 189,559,923 5 (5,254,481) $ 184,305,442 S 145,171,561 S 39,133,881 DIRECT LABOR (TOTAL AND AT- OFFICE) $ 207,616,959 S 151,386,509 NORTH AMERICAN INFRASTRUCTURE INDIRECT COST RATES 69.92% 25.85% AT- OFFICE GENERAL & ADMINISTRATIVE RATE 95.77% The accompanying notes are an integral part of this statement. TH:S DOCUMENT CONTAINS CONFIDENTIAL AND PROPRETARY INFORMATION THAT HAS COMMERCIAL AND/OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBUCLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE 4 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General & Administrative Expense for the Fiscal Year Ended October 1, 2010 1. Business and Basis of Presentation The financial information presented in the accompanying Statements of Fringe Benefit Expense and General & Administrative Expense includes the expenses of North American Infrastructure (formerly Jacobs Civil) and Jacobs Civil Consultants Inc. (collectively the Company) for the fiscal year ended October 1, 2010. Jacobs Civil Consultants Inc. was formerly known as Sverdrup & Parcel Consultants, Inc. The accompanying statements include the expenses of the North American Infrastructure business unit as well as the expenses of the infrastructure operations from the date of acquisition of Jordan Jones and Goulding Inc., which was acquired by Jacobs Engineering Group Inc. in Fiscal Year 2010. The Fiscal Year 2010 company- wide indirect rates presented herein include the operations and results of North American Infrastructure (the Company) and are calculated consistently with the Company's Fiscal Year 2009 company -wide indirect rates. The Company is a business unit of Jacobs Engineering Group Inc. (Parent Company) and Jacobs Civil Consultants Inc. is a wholly -owned subsidiary of the Parent Company. The Parent Company is a publicly traded company on the NYSE. The Company provides planning, design, construction management and design/build professional services. Major markets include transportation, public works and environmental. The Parent Company was originally incorporated in 1957, and its clients include federal, state, local, and foreign government agencies, as well as numerous commercial entities. Revenues are derived from billings for professional services: project services; process, scientific and systems consulting services; operations and maintenance services, and construction services. 2. Basis of Accounting and Description of Accounting Systems The Company's policy is to prepare the accompanying Statements of Fringe Benefit Expense and General & Administrative Expense on the basis of accounting practices prescribed by Chapter 1, Part 31 and Chapter 99 of the Federal Acquisition Regulation (FAR). The above mentioned statements are not intended to present the financial position or the results of operations of the Company in conformity with accounting principles generally accepted in the US. The Company maintains its books of accounts using the Accrual Method of accounting. The Company uses a multi -step process to identify and quantify unallowable costs as defined in FAR Part 31. First, the Company identifies certain expense accounts, expenditure types in the general ledger and certain indirect projects as totally unallowable (e.g., interest expense, bad debts expense, etc.) For certain other expense accounts that are likely to contain unallowable costs, the Company either reviews all of the significant transactions in the account or it reviews a sample of the transactions in the account. For those expense accounts that are sampled, the Company extrapolates the results of the sample to the related expense account population. The larger unallowable balances generated by this process are footnoted as indicated below. In addition, the Company voluntarily excludes certain other costs from the indirect cost pools, and it uses estimates to determine the amount of certain other unallowable costs. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL ANDIOR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 5 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General & Administrative Expense for the Fiscal Year Ended October 1, 2010 2. Basis of Accounting and Description of Accounting Systems (continued) The Company maintains a job cost accounting system based on actual costs for recording and accumulating costs incurred under its contracts. Each project is assigned a unique job number so that costs may be properly segregated and accumulated in the Company's job cost, accounting system. Employee labor costs are charged to jobs using the employee's actual hourly pay rate at the time that the labor is incurred. For salaried employees, their actual hourly pay rate for job costing purposes is based on their annual salary divided by 2,080 hours per year. Direct and Indirect Costs- Costs are specifically identified and recorded separately in the formal financial accounting records as Direct Costs and Indirect costs as established in accordance with our disclosed practice. Direct costs are those costs that can be specifically identified to a customer project, work activity or final cost objective. Indirect costs are those costs that cannot be specifically identified with a single customer project, direct work activity or final cost objective. Contract/ Purchased labor is treated as Other Direct Costs. Nonsalary Direct Project Costs sometimes referred to as Other Direct Costs are consistently charged to all projects regardless of the recoverability from the customer. Paid Time Off - The Company accrues Paid Time Off (PTO) based on the years of service for each employee. PTO may be used by employees for a variety of reasons, including (but not limited to) vacation, illness or accident, bereavement or personal time off. All requested PTO is subject to supervisory approval. PTO benefits are paid based on the employee's base pay rate at the time that the absence occurs and does not include any special forms of compensation such as incentives, commissions, bonuses or shift differentials. Employees receive pay for all accrued but unused PTO hours upon separation from the Company. Overtime Compensation - The Company's policy on pay practices and overtime pay eligibility compliance is established to appropriately pay employees in accordance with their classifications as defined by the Fair Labor Standards Act, 29 C.F.R. § 541.602 (FLSA). This policy discusses federal regulations regarding overtime. State laws may be more restrictive than federal laws. Local Human Resources representatives provide details regarding regulations for specific states. In certain circumstances, exempt employees may receive additional compensation for work in excess of their regularly scheduled hours. The employee's immediate supervisor is responsible for authorizing and supervising any overtime work performed. Uncompensated Overtime - The Company's policy regarding overtime is to compensate NONEXEMPT employees for authorized additional hours of work in accordance with the FLSA. EXEMPT employees record only those overtime hours for which they are authorized to work and accordingly, compensated. Depreciation - Property, equipment and improvements are recorded at cost. Depreciation and amortization is computed primarily by using the straight -line method over the estimated useful lives of the assets. The cost of leasehold improvements is amortized using the straight -line method over the lesser of the estimated useful life of the asset or the remaining term of the related lease. Estimated useful lives range from 20 to 40 years for buildings, from 3 to 10 years for equipment, and from 3 to 7 years for computers and software. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND /OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 6 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General & Administrative Expense for the Fiscal Year Ended October 1, 2010 5. Excess Compensation The adjustment to indirect labor of $191,277 includes $172,623 of unallowable executive compensation in accordance with FAR 31.205 -6. The Company performed a multi -step compensation analysis to review and demonstrate the reasonableness of employee and executive compensation. As part of this analysis, senior executives were benchmarked to surveys in which Jacobs participated, and the remaining staff's compensation was evaluated using a compensation matrix derived from ERI, PSMJ and Dietrich surveys. The compensation analysis demonstrated the overall reasonableness of the Company's compensation. The remaining adjustment of $18,654 consists primarily of costs related to reorganization costs in accordance with FAR 31.205 -27. An additional excess compensation disallowance of $618,092 is included in the Corporate Allocation disallowance in accordance with FAR 31.205 -6. 6. Travel & Business Meals Based on a review of travel and related costs, NAI disallowed $548,430 in accordance with FAR 31.205 -46. 7. Employee Training & Dues The adjustment amount of $273,985 represents dues that are unallowable in accordance with FAR 31.205 -14. 8. Vehicle Expenses Based on a review of vehicle expenses $764,863 was disallowed in accordance with 31.205 -46 and 31.201 - 2(d) 9. Recruiting and Relocation The relocation adjustment of $220,042 represents employee relocation expenses that are considered unallowable in accordance with FAR 31.205 -35. 10. Public Relations and Advertising The adjustment amount of $138,320 represents expenses that are considered unallowable in accordance with FAR 31.205 -1. 11. Cost Recovery The Cost Recovery accounts are used to charge projects for the usage of company -owned equipment, supplies and vehicles. Portions of overhead relating to reproduction, vehicle costs, field equipment and supplies and other miscellaneous costs are allocated (via a credit to cost recovery) to direct project expense based on actual usage. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND /OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 8 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General -& Administrative Expense for the Fiscal Year Ended October 1, 2010 12. Other Included in the other adjustment of $945,047, are the following unallowable expenses of Fiscal Year 2010. actual costs: • Fines & Penalties (FAR 31.205 -15) $ 3,315 Contributions (FAR 31.205 -8) $ 127,624 Internal Promotion Meal & Entertainment (FAR 31.2 various) $ 440,692 External Promotion Meals, Entertainment & Other (FAR 31.2 various) $ 340.580 $ 912,211 * *The remaining balance of the disallowed amount is determined using the methodology discussed in Note 2. 13. Pension Plans The company offers a 401(k) pension plan, meeting the requirements of FAR 31.205 -6(j). The plan provides maximum contributions within legal guidelines and a match equal to 50% of the first 6% of eligible pay. • 14. Direct Cost Accounts include the following but are not limited to: Travel, subsistence, and relocation Subcontracts /Consultants Contract Specific Training and employee development Temporary and other purchased labor /services Contract Specific Safety Supplies and Equipment rental/leases Field Consumable/Expendable Supplies /Office Supplies Other Equipment/Supplies Telephone /Fax/Communications Freight and Postage Outside /Specialty Reproduction Costs Specialty Taxes The Company's internal controls include the segregation of duties between accounts payable job functions, performance of a pre -audit on certain accounts /expenditure types, A/P Coding Training and control of general and administrative costs through a rigorous budget vs. actual review process to avert the inclusion of direct costs in the indirect cost pool. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND /OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 9 Cleary & Gill LLC REPORT OF INDEPENDENT PUBLIC ACCOUNTANT To: Board of Directors Jacobs Engineering Group Inc. Re: Internal Control Structure and Compliance with Applicable Laws and Regulations We have audited the Summary of At- Office and At -Site Rates, Statement of Fringe Benefit Expense and Statement of General & Administrative Expense (Schedules of the Indirect Cost Rates) of North American Infrastructure (NAI), a business unit of Jacobs Engineering Group Inc., calculated in accordance with the Federal Acquisition Regulation (FAR) Part 31 for the twelve months ended October 1, 2010, and we have issued our report thereon dated March 15, 2011. These schedules are the responsibility of NAI's management. • We conducted our audit . in accordance with the auditing standards generally accepted in the United States and the standards applicable to financial audits contained in Government Auditing Standards (July 2007 Revision), issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the aforementioned schedules are free of material misstatement. Internal Control Over Financial Reporting The management of NAI is responsible for establishing and maintaining an internal control structure. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of internal control structure policies and procedures. The objectives of an internal control structure are to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of the aforementioned schedules in accordance with applicable regulations including Part 31 of the FAR. Because of the inherent limitations in any internal control structure, errors or irregularities nevertheless may occur and not be detected. Also, projection of any evaluation of the structure to future periods is subject to the risk that procedures may become inadequate because of changes in conditions or that the effectiveness of the design and operation of policies and procedures may deteriorate. In planning and performing our audit, we considered NAI's internal controls over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the Schedules of the Indirect Cost Rates, but not for the purpose of expressing an opinion on the effectiveness of NAI's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of NAI's internal control over financial reporting. A control deficiency exists when the design or operation of an internal control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the entity's ability to initiate, authorize, record, process, or report Cleary & Gill LLC page 2 Internal Control Over Financial Reporting - continued financial data reliably in accordance with U.S. generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity's Schedules of the Indirect Cost Rates that is more than inconsequential will not be prevented or detected by the entity's internal control. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the Schedules of the Indirect Cost Rates will not be prevented or detected by the entity's internal control. Our consideration of internal control over financial reporting was for the limited purpose described in the above and would not necessarily identify all deficiencies in internal control that might be significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined above. Compliance with Applicable Laws and Regulations As part of obtaining reasonable assurance about whether the aforementioned schedules are free of material misstatement, we performed tests of NAI's compliance with certain provisions of laws, regulations and contracts; noncompliance with which could have a direct and material effect on the determination of the actual indirect rates. However, the objective of our audit of the Schedules of the Indirect Cost Rates was not to provide an opinion on overall compliance with those provisions. Accordingly, we do not express such an opinion. Nonetheless, the results of our tests did not disclose any instances of noncompliance that are required to be reported under Government Auditing Standards. This report is intended for the information of NAI's management and those government agencies with whom NAI has contracted. It is not intended to be and should not be used by anyone other than the aforementioned parties nor should it be used for any other purpose. Arlington Heights, Illinois March 15, 2011 Exhibit G Subcontracted Work The AGENCY does not permit subcontracts for this AGREEMENT. DOT Form 140 -089 EF Exhibit H Revised 6/05 Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non - compliance: In the event of the CONSULTANT'S non- compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140 -089 EF Exhibit H Revised 6/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. DOT Form 140 -089 EF Exhibit H Revised 6/05 Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140 -089 EF Exhibit I Revised 6/05 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 — Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 - Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 — Contact the Consultant Regarding the Alleged Design Error(s) if it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 — Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H &LP, through the Region DOT Form 140 -089 EF Exhibit J Revised 6/05 • Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H &LP for their review and consultation with the FHWA. H &LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H &LP will request assistance from the Attorney General's Office for legal interpretation. H &LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H &LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. DOT Form 140 -089 EF Exhibit J Revised 6/05 Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 — Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; •. Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 — Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 140 -089 EF Exhibit K Revised 6/05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 — Preparation of Support Documentation Regarding Consultant's Claim(s) if the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 — Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 — Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 — Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. DOT Form 140 -089 EF Exhibit K Revised 6/05 Exhibit M -1(a) Certification Of Consultant Project No. .,1 1/ Local Agency I hereby certify that I am �.ryp,Ld (�.. and duly authorized representative of the firm of Jacobs Engineering Group, Inc. whose address is 600 — 108th Avenue NE, Suite 700, Bellevue, WA 98004 and that neither I nor the above firm 1 here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. i /z3/.z Date DOT Form 140 -089 EF Exhibit M -1(a) Revised 6/05 Signature Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of Girl o F AA ua-N Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civfi. 7 , 2-c Date DOT Form 140 -089 EF Exhibit M -1(b) Revised 6/05 Signature Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters- Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (I) (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): Jacobs Engineering Group, Inc. /ALS / /2- K Date) DOT Form 140 -089 EF Exhibit M -2 Revised 6/05 (Signature) President or Authorized Official Consultant Exhibit M -3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1.No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): Jacobs Engineering Group, Inc. )/L3 (Date) DOT Form 140 -089 EF Exhibit M -3 Revised 6/05 (Signature) President or Authorized Official onsultant Exhibit M-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403 -4) submitted, either actually or by specific identification in writing, to the contracting officer or to the contracting officer's representative in support of AG -C-412 On -Call Services - Utility Design * are accurate, complete, and current as of January 2012. * *. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm Jacobs Engineering Group, Inc. Name � o r1 c..Cf k J1) So Title O erakira As a1c 0c Date of Extension * ** * Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). ** Insert the day, month, and year when price negotiations were concluded and price agreement was reached. * ** Insert the day, month, and year of signing, which should be as close as practicable to the date When the price negotiations were concluded and the contract price was agreed to. DOT Form 140 -089 EF Appendix 31.910 Revised 6/05 CITY OF ®D-BuRN Peter B. Lewis, Mayor 1 WAASH II NGGTON 25 West Main Street * Auburn WA 98001.4998 * www.auburnwa.gov * 253-931-3000 I December 27, 2012 Dawn Gamler Jacobs Engineering Group, Inc. 600108 1h Avenue NE, Suite 700 Bellevue, WA 98004 RE. Supplemental Agreement No. 1 and Amendment No 1 to Task Assignment CP1208-T001 for Agreement No. AG-C-412 On-Call Services — Utility Design Dear Ms. Gamler Enclosed please find an executed copy of the above-referenced Supplemental Agreement No 1 This amendment extends the term of the agreement to December 31, 2013 and includes additional compensation in the amount of $27,204 00 for a total agreement amount of $127,204 00. Also enclosed is Amendment No. 1 to Task Assignment CP1208-TO01 For the City's tracking and record keeping purposes, please reference AG-C-412 on all correspondence and related material. As the project manager, I am the designated contact for this agreement and all amendments. Questions, assignments and coordination shall be routed through me. You can contact me at 253-804-5059 Sincerely, im Truong Project Engineer Department of Public Works I KT/ad/mh Enclosure cc: Dani Daskam, City Clerk (copy letter only) AG-C-412 AUBURN * MORE THAN YOU IMAGINED Organization and Address Supplemental A reement # 1 Jacobs Engineering Group, Inc. pp 9 600- 108"Avenue NE Suite 700 Bellevue WA 98004 Agreement Number Phone AG-C-412 425-452-8000 Project Number Federal Aid Number N/A N/A Project Title New Maximum Amount Payable On-Call Services- Utility Design $127,204.00 Description of Work Utility Design The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group Inc. and executed on 7th day of February. 2012 and identified as Agreement No. AG-C-412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: I Section I, SCOPE OF WORK, is hereby changed as follows: No Change II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31 2013 III Section V, PAYMENT, shall be amended as follows: $27,204.00 is added to the total not-to-exceed agreement amount See attachments A and B for updated Fee Schedule and Breakdown of Overhead Cost. If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By- Ef' /LC`7 f NL,-Ct By' wls mayor nsul$ A ' nature Approving Authority Signature l Z�712z tL DEC 2 12012 Date ` Date F.XF[IBIT A Hourly Overhead Profit(on DL) Rate Discipline or Job Title Rate(DL) 123.01% 30% Per Hour Principal $ 90.16 $ 110.91 $ 27.05 $ 228.12 Project Manager $ 71.80 $ 88.32 $ 21.54 $ 181.66 Civil Engineer Planner $ 65.46 $ 80.52 $ 19.64 $ 165.61 Sr Civil Engineer Design $ 60.81 $ 74.80 $ 18.24 $ 153.84 Sr Civil Engineer Roadway $ 68.13 $ 83.81 $ 20.44 $ 172.39 Civil Engineer Roadway $ 5179 $ 63.70 $ 15.54 $ 131.02 Sr. Civil Engineer Design (QA) $ 69.71 $ 85.75 $ 20.91 $ 176.37 Sr Civil Engineer Design $ 59.03 $ 72.61 $ 1771 $ 149.35 Civil Engineer Design $ 38.93 $ 47.89 $ 11.68 $ 98.51 Envir-Water Res Engineer $ 40.57 $ 49.91 $ 12.17 $ 102.65 Sr Structural $ 64.53 $ 79.38 $ 19.36 $ 163.27 Structural $ 59.93 $ 73.72 $ 17.98 $ 151.64 Sr Electrical Engineer $ 68.40 $ 84.14 $ 20.52 $ 173.05 Jr Electrical Engineer $ 32.60 $ 40.10 $ 9,78 $ 82.49 CADD Lead $ 53.57 $ 65.90 $ 16.07 $ 135.54 CADD $ 46.07 $ 56.68 $ 13.82 $ 116.57 Permitting $ 52.41 $ 64.46 $ 15.72 $ 132.59 Contract Admin $ 53.14 $ 65.37 $ 15.94 $ 134.45 Sr Administrative Assistant $ 39.71 $ 48.85 $ 11.91 $ 100.47 Administrative Assistant $ 23.50 $ 28.91 $ 7.05 $ 59.46 i EXHIBIT B Summary of At-Office and At-Site Bates and Statements of Fringe Benefit Expense and General&Administrative Expense in Accordance with the Federal Acquisition Regulation North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. For the Fiscal Year F,uded September 30,2011 IVilh Report of Independent Auditors i I I I i THIS OOCUMENTCONTAINSCONFIOENTIALANO PROPRIETARYINFORMATNIN WHICHNAS COMMERCIALANNOR FINANCIALVALUE. SUCH INFORMATION HAS NOT BEEN FUBLICLY DISCLOSED ANDISEXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMRAR LEDISLATION JACOBS ONGI14ECRING GROUP INC.REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE Summary of At-Office and At-Site Rates and Statements of Fringe Benefit Expense and General&Administrative Expense in Accordance with the Federal Acquisition Regulation North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. 1 i For the Fiscal Year Ended Seplember 30,2011 i Contents Report of Independent Auditors I Summary of At-Office and At-Site Rates 1 Statement of Fringe Benefit Expense 3 I Statement of General&Administrative Expense 4 Notes to Statements of Fringe Benefit Expense and General&Administrative Expense 5 f i THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL ANDIOR FINANCIAL VALUE SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE 16 MADE Cleary & Gill LLC REPORT OF INDEPENDENT PUBLIC ACCOUNTANT To: Board of Directors of Jacobs Engineering Group Inc. Re: Indirect Cost Rates Prepared in Accordance with Part 31 of the Federal Acquisition Regulation We have audited the accompanying Summary of At-Office and At-Site Rates, Statement of Fringe Benefit Expense and Statement of General &Administrative Expense(Schedules of the Indirect Cost Rates)of North American Infrastructure(NAI), a segment of Jacobs Engineering Group Inc., for the twelve months ended September 30,2011 prepared in accordance with Title 48,Code of Federal Regulations,Part 31 of the Federal Acquisition Regulation(FAR). NAI is a wholly-owned business unit of Jacobs Engineering Group Inc. These schedules are the responsibility of NAI's management. Our responsibility is to express an opinion on these schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States and also the standards applicable to financial audits contained in Government Auditing Siandards•(July 2007 Revision),issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Schedules-of the Indirect Cost Rates are free of material misstatement. An audit includes reviewing,on a test basis,evidence supporting the amounts and disclosures in the schedules and performing such other procedures as we considered necessary in the circumstances. Our audit also included assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall schedule presentation. We believe that our audit provides a reasonable basis for our opinion. The aforementioned Schedules of the Indirect Cost Rates were prepared on a basis of accounting practices as prescribed by Part 31 of the FAR as discussed in Note 2,and are not intended to be a presentation in conformity with accounting principles generally accepted in the United States. In our opinion,the Schedules referred to above present fairly, in all material respects,the Indirect Cost Rates of NAI for the twelve months ended September 30,2011,calculated in accordance with Part 31 of the FAR. In accordance with the GovernmentAuditing Standards,we have also issued our report dated March 20,2012 on our consideration of NAI's internal controls over financial reporting and our test of its compliance with applicable laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report. Individuals relying on this report must have an adequate understanding of Part 31 of the FAR. Therefore,this report is intended solely for tine information of management and government agencies for use under contracts governed by the aforementioned regulations. It is not intended to be and should not be used by anyone other than the aforementioned parties nor should it be used for any other purpose. Arlington Heights,Illinois Match 20.2012 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Summary of At-Office and Al-Site Rates For the Fiscal Year Ended September 30,2011 I i The At-Office and At-Site rates relative to the audited Fringe Benefit Expense and General&Administrative Expense Statements were computed in accordance with Part 31 of the Federal Acquisition Regulation(FAR). North American Infrastructure At-Office At-Site General&Administrative Rate 72.52% Use&Occupancy Rate 23.93% Fringe Benefit Rate 26.56% Combined Rate 123.01% At-Site At-Site General&Administrative Rate 72.52% I Fringe Benefit Rate 26.56% Combined Rate 99.08% See the following statements for detailed computations CHIC above Fringe Benefit Expense and General& Administrative Expense rates and for the applicable explanatory notes. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT WAS COMMERCIAL ANWOR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL SIMILAR OTHER LEGISLATION JACOBS ENGINEERING GROUP INC. REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE 2 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Statement of Fringe Benefit Expense For the Fiscal Yenr Ended September 30,2011 NAI DIRECT FRINGE BENEFIT EXPENSE (Note 5) COSTS.NET OF ADJUSTMENTS PAID TIME OFF $ 22,558,921 FICA 15,328,901 SUI 1,447,592 FUI 140,086 THRIFT PLAN 4,395,560 GROUP INSURANCE 9,727,521 YORKERS'COMPENSATION 586,959 GENERAL LIABILITY 2,897,677 EMPLOYEE ASSISTANCE PLAN 64,230 TOTAL.ALLOCATED FRINGE BENEFITS $ 57,147,447 TOTAL FRINGE LABOR RASE $ 215,129,666 COMPANY WIDE FRINGE BENEFIT RATF, 26.56% The accompanying notes are an integral part of this statement, j THIS BOCUMENT CONTAINS CONRDmnA AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL ANDAIR FINANCIAL VALUE.SUCH INFOmMTION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM CISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISIATIOR JACOBS ENGINEERING GROIP LNG REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 3 North American Infrastructure A Business Molt of Jacobs Engineering Croup Inc. Statement of General&Administrative Expense For the Fiscal Year Ended September 30,2011 GENERAL& 'TOTALFAR ADMINISTRATIVE USE& TOTAL. UNALLOWAOLE RATE APPLIEDTO OCCUPANCY INCURRED COS1' NET CLAIMED AT-S1T£&AT- RATE(AT- G&A COSTS ADJUSTMENTS NOTES C&A COSTS OFFICE PROJRCTS OFFICE) (Nute2) INDIRF.CTLABOR 5 61.161,549 Y (344,735) •1 S 60,816,814 5 60,816,814 S , INDIRECT EXPENSES OFFICE OCCUPANCY EXPENSES 30,100.684 (48,626) 30,052,058 7,199,825 22,852,233 FEINOE BENEFITS 16,245,958 5 16,245,958 16,245,959 PERSONAL COM?LITER SERVICES 12,228429 (56,861) 12,171,569 44,678 12,126,890 TRAVEL&BUSINFSSMEALS 4,142,340 (363,659) 6 3,773,681 3,773,681 PENSION&STOCK AMORT2 TION 3,193,860 3,193,860 3,193,860 EMPLOYEE TRAINING&DUES 1,793,807 (269,252) 7 1,524,555 7,524,555 BUSINESS LICENSE&TAXLS 595,340 (906) 594434 433,455 160,979 VEHICLEEXPENSES 1,453,482 (304,906) 8 1,148,576 874,683 273,893 OFFICE AND OTHER SUPPLIES 960,977 (172,982) 787,995 169,704 618,291 OUTSIDESHRVICC•S 965,077 (102,D13) 763,064 695,685 67,379 � RECRUITING&RELOCATION 909,846 (317,994) 9 591,852 397,539 194,313 REPRODUCTION 300,331 (15,857) 284,474 284,474 POSTAGE&FREIGHT 165,116 (155) 164,961 164,961 TEMPORARY STAFF 231.502 (7) 231,495 231,495 PUBLIC RELATIONS A,ADVERTISING 58,512 (51,918) 10 6,594 6,594 COSTBECOYRRY (676,124) 11 (676,124) (676,124) OMER 2,157,584 (1,043,232) 12 1.114.352 787,466 326,896 SUBTOI'6L INDIRECT EXPENSES S 135,898,27D 5 (3,098.103) S 132,790,167 S 95,884,829 S 36,905,338 OTHER INDIRECT EXPENSES SALES,PROJECT SERVICES&CONSTRUCTION $ 309,642 S (2,194) S 307,448 S 3D7,448 S ' PUBLIC MANAGEMENT&ADMINISTRATION 167,590 (12,987) 154.603 154.603 BONUSPAYMENTS 3,132,820 3,132,820 3,132,820 EMPLOYEE STOCK PURCHASE PLAN 212,049 212,049 212,049 FI XED ASSET(OMN)7 LOSS 91•.516 91,536 91,536 SUBTOTAL OTHER INCH RF.CT EXPENSES $ 3,913,637 S '(15,181) $ 3,898,456 S 3,898,456 5 ALLOCATIONS CORPORATE ALLOCATIONS $ 58,271,013 $ (2,031,550) 3,5 S 56,239.463 $ 56,239,463 $ SUBTOTAL ALLOCATIONS S 58,271,013 S (2,031,550) S 56,239.463 S 56,239,463 S TOTAL.G&A EXPENSES S I9S,072,920 S (5,144,834) $ 192,928,086 $ 156,022,748 S 36,905,339 DIRECT LABOR(TOTAL AND AT-OFFICE) S 215,129,666 S 154,232,761 NORTH AM ERICAN INFRASTRUCTURE IN DIREC F COST RATES 72.52% 23.93% AT-OFFICE GENERAL&ADMINISTRATIVE RATE 96.45% The ACMAIPmrying noms arc an integral part of this statement- THIS DOCUMENT CONTAINS CONN DENTIAL AND PROPRIETARY INFORNAFION THAT HAS COMMERCIAL ANWOR FINANCIAL VALUE. SUCH INFORMATION I4AS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC. REQUESTSWRITrEN 4 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General& Administrative Expense for the Fiscal Year Ended September 30,2011 1. Business and Basis of Presentation The financial information presented in the accompanying Statements of Fringe Benefit Expense and General &Administrative Expense includes the expenses of North American Infrastructure(formerly Jacobs Civil) and Jacobs Civil Consultants Me.(collectively the Company)for the fiscal year ended September 30,2011. Jacobs Civil Consultants Inc. was formerly known as Sverdrup&Parcel Consultants,Inc. The Fiscal Year 2011 company-wide indirect rates presented herein include the operations and results of North American Infrastructure(the Company)and are calculated consistently with the Company's Fiscal Year 2010 company- wide indirect rates. The Company is a business unit of Jacobs Engineering Group Inc.(Parent Company)and Jacobs Civil Consultants Inc. is a wholly-owned subsidiary of the Parent Company The Parent Company is a publicly traded company on the NYSE The Company provides planning,design,construction management and design/build professional services. Major markets include transportation,public works and environmental. The Parent Company was originally incorporated in 1957,and its clients include federal,state, local,and foreign government agencies,as well as numerous commercial entities. Revenues are derived from billings for professional services:project services;process,scientific and systems consulting services;operations and maintenance services,and construction services. i i 2. Basis of Accounting and Description of Accounting Systems The Company's policy is to prepare the accompanying Statements of Fringe Benefit Expense and General& Administrative Expense on the basis of accounting practices prescribed by Chapter 1,Part 31 and Chapter 99 of the Federal Acquisition Regulation(FAR). The above mentioned statements are not intended to present the financial position or the results of operations of the Company in conformity with accounting principles ; generally accepted in the US. ' The Company maintains its books of accounts using the Accrual Method of accounting. The Company uses a multi-step process to identify and quantify unallowable costs as defined in FAR Part 31. First,the Company identifies certain expense accounts,expenditure types in the general ledger and certain indirect projects as totally unallowable(e.g.,interest expense,bad debts expense,etc.) For certain other expense accounts that are likely to contain unallowable costs,the Company either reviews all of the significant transactions in the account or it reviews a sample of the transactions in the account. For those expense accounts that are sampled,the Company extrapolates the results of the sample to the related expense account population. The larger unallowable balances generated by this process are footnoted as indicated below In addition,the Company voluntarily excludes certain other costs from the indirect cost pools,and it uses estimates to determine the amount of certain other unallowable costs. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AN DIOR FINANCIAL VALUE SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION.JACOBS ENGINEERING GROUP INC.REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 5 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General & Administrative Expense for the Fiscal Year Ended September 30,2011 2. Basis of Accounting and Description of Accounting Systems(continued) The Company maintains a job cost accounting system based on actual costs for recording and accumulating costs incurred under its contracts. Each project is assigned a unique job number so that costs may be properly segregated and accumulated in the Company's job cost accounting system. Employee labor costs are charged to jobs using the employee's actual hourly pay rate at the time that the labor is incurred. For salaried employees,their actual hourly pay rate forjob costing purposes is based on their annual salary divided by 2,080 hours per year Direct and Induect Costs-Costs are specifically identified and recorded separately in formal financial accounting records as Direct Costs and Indirect costs as established in accordance with our disclosed practices. Direct costs are those costs that can be specifically identified to a customer project,work activity or final cost objective. Indirect costs are those costs that cannot be specifically identified with a single j customer project,direct work activity or final cost objective.Contract/Purchased labor is treated as Other Direct Costs. Nonsalary Direct Project Costs sometimes referred to as Other Direct Costs are consistently charged to all projects regardless of the recoverability from the customer. I Paid Time Off-The Company accrues Paid Time Off(PTO)based on the years of service for each employee. PTO may be used by employees for a variety of reasons, including(but not limited to)vacation, illness or accident,bereavement or personal time off. All requested PTO is subject to supervisory approval. PTO benefits are paid based on the employee's base pay rate at the time that the absence occurs and does not include any special forms of compensation such as incentives,commissions,bonuses or shift differentials. ; Employees receive pay for all accrued but unused PTO hours upon termination of employment. Overtime Compensation-the Company's policy on pay practices and overtime pay eligibility compliance is established to appropriately pay employees in accordance with their classification as defined by the Fair Labor Standards Act,29 C.F.R. §541.602(FLSA).This policy discusses federal regulations regarding ; overtime.State laws may be more restrictive than federal laws. Local Human Resources representatives provide details regarding regulations for specific states. In certain circumstances,exempt employees may receive additional compensation for work in excess of their regular schedules.It is the immediate supervisor's responsibility to adequately supervise the overtime work performed. Uncompensated overtime-The Company's policy regarding overtime is to compensate NONEXEMPT employees for authorized additional hours of work. EXEMPT employees record only those overtime hours for which they are authorized to work and accordingly,compensated. As a result,uncompensated overtime is not tracked. Depreciation-Property,equipment and improvements are carried at cost. Depreciation and amortization is computed primarily by using the straight-line method over the estimated useful lives of the assets.The cost of leasehold improvements is amortized using the straight-line method over the lesser of the estimated usefil life of the asset or the remaining term of the related lease. Estimated useful lives range from 20 to 40 years for buildings,from 3 to 10 years for equipment and fiom 3 to 7 years for computers and software. THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND/OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC.REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 6 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General &Administrative Expense for the Fiscal Year Ended September 30,2011 2. Basis of Accounting and Description of Accounting Systems(continued) The Company's method of estimating costs for pricing purposes during the proposal process is consistent with the accumulation and reporting of costs under itsjob cost accounting system. i 3. Allocation Methods The Company has established two indirect rates:(1)an At-Office Rate that is applied to work performed in Jacobs-provided facilities,and(2)an At-Site Rate that is applied to work performed at non-Jacobs(i.e., customer)provided facilities.The allocation base for the At-Site G&A rate includes all Professional Services and all Field Staff Direct Labor including premiums.The allocation base for the At-Office G&A rate includes At-Office Professional Services and At-Office Field Staff Direct Labor including premiums. The Company uses the same fringe benefit rate for both its At-Office and At-Site direct labor and allocates fringe benefit expenses based upon total payroll dollars(including premiums and excluding incentive compensation.). The Company receives an allocation of costs from the Parent Company that includes salaries,related fringe benefits and general and administrative expenses. The G&A expenses include One costs of certain executive management,legal,accounting,treasury,information technology,human resources,health and safety,and other corporate functions. These costs are allocated to the Company based upon a three-tier method,which allocates costs that are:(1)directly attributable to the Company;(2)separately associated with the Company j that are allocated based upon appropriate bases that use direct labor dollars,total payroll dollars,revenues,or a combination thereof;and,(3)amounts remaining after the first two tiers,allocated based upon a two-factor formula that is computed using Professional Service and Field Staff payroll dollars and revenues. Effective October 1,2008,the Parent Company allocated the costs of certain information technology,legal, accounting,and health and safety functions benefiting domestic operations,excluding Jacobs Technology, Inc.,through three expense pools:the Domestic Pool,the Public Sector Accounting Pool,and the Private Sector Accounting Pool. Effective October 2,2010,these three pools were combined for allocation purposes. Overall,NAI's allocation from the Domestic Pool increased in Fiscal Year 2011 due to higher spending in the pool which was partially offset by a lower participation percentage in the pool. The allocations of the Parent Company's Corporate Home Office costs have been properly adjusted to reflect FAR Part 31 disallowances. These amorous were determined by the multi-step process described above it Note 2. The net allowable costs for each of the Corporate}Lome Office cost pools are then allocated using the methodologies described above. 4 Excess Compensation The adjustment for excess executive compensation of$344,735 primarily reflects the salary disallowance in accordance with FAR 31.205-6. To evaluate the overall reasonableness of employee compensation,the Company performed a multi-step compensation analysis to review and evaluate One reasonableness of employee and executive compensation. As part of this analysis,senior executives were bench narked THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AN DIOR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC.REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 7 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General&Administrative Expense for the Fiscal Year Ended September 30,2011 4. Excess Compensation(continued) to surveys in which Jacobs participated,while other staff were evaluated using a compensation matrix derived from ER],PSMJ and Dietrich surveys.The overall results of the compensation analysis showed that the Company's compensation was reasonable. Included in the above adjustment is$4,180 of costs related to reorganization costs in accordance with FAR 31.205-27 An additional excess compensation disallowance of $505,323 is included in the Corporate Allocation disallowance in accordance with FAR 31.205-6. 5. Fringe Benefits The Parent Company calculates a Company-wide fringe benefit rate that is applied to its US business units and wholly-owned subsidiaries. Fringe benefit costs include an adjustment of the indirect fringe benefit expense recorded in the general ledger at the standard fringe rate of 31.5%to the Fiscal Year 2011 actual fringe rate of 26.56%. 6. Travel&Business Meals Based on a review of travel and related costs,NAI disallowed$368,659 in accordance with FAR 31.205-46. 7 Employee Training&Dues The adjustment amount of$269,252 represents dues that are unallowable in accordance with FAR 31.205-14. 8. Vehicle Expenses Based on a review of vehicle expenses$304,906 was disallowed in accordance with 31.205-46 and 31.201- 2(d). 9 Recruiting and Relocation The relocation adjustment of$317,994 represents employee relocation expenses that are considered unallowable in accordance with FAR 31.205-35. 10. Public Relations and Advertising The adjustment amount of$51,918 represents expenses that are considered unallowable in accordance with FAR 3 L205-1 THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL ANDIOR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION.JACOBS ENGINEERING GROUP INC.REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 8 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General&Administrative Expense for the Fiscal Year Ended September 30,2011 I 11. Cost Recovery The Cost Recovery accounts are used to charge projects for the usage of company-owned equipment, supplies and vehicles.Portions of overhead relating to reproduction,vehicle costs,field equipment and supplies and other miscellaneous costs are allocated(via a credit to cost recovery)to direct project expense based on actual usage. i I 12. Other j Included in the other adjustment of$1,043,232 are the following unallowable expenses of Fiscal Year 2011 actual costs: Fines&Penalties(FAR 31.205-15) $ 6,189 I Contributions(FAR 31.205-8) $ 115,886 i Internal Promotion Meal&Entertainment(FAR 31.2 various) $526,763 External Promotion Meals,Entertainment&Other(FAR 31.2 various) $378,338 $ 1,027,176 *The remaining balance of the disallowed amount is determined using the methodology discussed in Note 2. 13 Pension Plans The company offers a 401(k)pension plan, meeting the requirements of FAR 31.205-60).The plan provides maximum contributions within legal guidelines and a match equal to 50%of the first 6%of eligible pay 14. Belated Party Transactions No adjustments or disclosures requited per FAR 31.205-26(e)or FAR 31.205-36(b)(3). 1 HIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL ANWOR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUB UGLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC.REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 9 North American Infrastructure A Business Unit of Jacobs Engineering Group Inc. Notes to Statements of Fringe Benefit Expense and General&Administrative Expense for the Fiscal Year Ended September 30,2011 15. Direct Cost Accounts include the following but are not limited to: i Travel,subsistence,and relocation Subcontracts/Consultants Contract Specific Training and employee development Temporary and other purchased labor/services Contract Specific Safety Supplies and Equipment rental/leases Field Consumable/Expendable Supplies/Office Supplies Other Equipment/Supplies Telephone/Fax/Communications Freight and Postage Outside/Specialty Reproduction Costs Specialty Taxes The Company's internal controls include segregation of duties between accounts payablejob functions, performance of pre-audit on certain accounts/expenditure types,A/P Coding Training and control of j general and administrative costs through a rigorous budgeting process to avert the inclusion of direct costs in the indirect cost pool. i I j i j THIS DOCUMENT CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION THAT HAS COMMERCIAL AND/OR FINANCIAL VALUE. SUCH INFORMATION HAS NOT BEEN PUBLICLY DISCLOSED AND IS EXEMPT FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION ACT AND ALL OTHER SIMILAR LEGISLATION. JACOBS ENGINEERING GROUP INC.REQUESTS WRITTEN NOTICE BEFORE ANY PUBLIC DISCLOSURE IS MADE. 10 Cleary & Gill LLC REPORT' OF INDEPENDENT PUBLIC ACCOUNTANT To: Board of Directors Jacobs Engineering Group Inc. I Re: Internal Control Structure and Compliance with Applicable Laws and Regulations We have audited the Summary of At-Office and At-Site Rates, Statement of Fringe Benefit Expense and Statement of General&Administrative Expense(Schedules of the Indirect Cost Rates)of North American Infrastructure(NAI),a business unit of Jacobs Engineering Group Inc.,calculated in accordance with the Federal Acquisition Regulation(FAR)Part 31 for the twelve months ended September 30,2011,and we have issued our report thereon dated March 20,2012. These schedules are the responsibility of NAI's management. We conducted our audit in accordance with the auditing standards generally accepted in the United States and the standards applicable to financial audits contained in Governrnent Auditing Standards(July 2007 Revision),issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the aforementioned schedules are free of material misstatement. j Internal Control Over Financial Reoortina I The management of NAI is responsible for establishing and maintaining an internal control structure. In fulfilling this responsibility,estimates and judgments by management are required to assess the expected benefits and related costs of internal control structure policies and procedures. The objectives of an ' internal control structure are to provide management with reasonable,but not absolute,assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of the aforementioned schedules in accordance with applicable regulations including Part 31 of the FAR. Because of the inherent limitations in any internal control structure,errors or irregularities nevertheless may occur and not be detected. Also,projection of any evaluation of the structure to finure periods is subject to the risk that procedures may become inadequate because of changes in conditions or that the effectiveness of the design and operation of policies and procedures may deteriorate. In planning and performing our audit,we considered NAI's internal controls over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinion on the Schedules of the Indirect Cost Rates, but not for the purpose of expressing an opinion on the effectiveness of NAPS internal control over financial reporting. Accordingly,we do not express an opinion on the effectiveness of NAI's internal control over financial reporting. A control deficiency exists when the design or operation of an internal control does not allow management or employees, in the normal course of performing their assigned functions,to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency,or combination of control deficiencies, that adversely affects the entity's ability to initiate,authorize,record,process,or report Cleary & Gill LLC page 2 Internal Control Over Financial Reporting-continued financial data reliably in accordance with U S.generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity's Schedules of the Indirect Cost Rates that is more than inconsequential will not be prevented or detected by the entity's internal controls. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the Schedules of the Indirect Cost Rates will not be prevented or detected by the entity's internal controls. Our consideration of internal control over financial reporting was for the limited purpose described above and would not necessarily identify all deficiencies in internal control that might be significant deficiencies or material weaknesses. Nonetheless, we did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses,as defined above. Compliance with Applicable Laws and Regulations As part of obtaining reasonable assurance about whether the aforementioned schedules are free of material misstatement, we performed tests of NAT's compliance with certain provisions of laws,regulations and contracts;noncompliance with which could have a direct and material effect on the determination of the actual indirect rates. However,the objective of our audit of the Schedules of the Indirect Cost Rates was not to provide an opinion on overall compliance with those provisions. Accordingly,we do not express such an opinion. Nonetheless,the results of our tests did not disclose any instances of noncompliance that are required to be reported under Government Auditing Standards. This report is intended for the information of NAT's management and those government agencies with whom NAT has contracted. It is not intended to be and should not be used by anyone other than the aforementioned parties nor should it be used for any other purpose. ea&t 6 `c�, � Arlington Heights, Illinois March 20,2012 Organization and Address Su lemental A reement # 2 Jacobs En�qineering Group, i�o. PP 9 600— 108 Avenue NE Sufte Z00 Bellevue,WA 98004 Agreament Number Phone A�-��2 425�52-8000 Projed Number Federal Aid Number N/A N!A Project 7itle New Maximum Amount Payable On-Gall Services- Utilit Desi n $187 204.00 Description of Work Utility Design The Local Agency of the CiN of Auburn desires to supplement the agreement entered irrto with Jacobs Enaineering Grouo. Inc. and executed on 7th dav of Februarv. 2012 and identified as Agreement No. AGC-412. All provisions in the basic agreement remain in effect except as expressly modified by this supplemerit. The changes to the agreement are described as follows: I Section I, SCOPE OF WORK, is hereby changed as follows: No Chanqe. II Section IV,TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31. 2014 III Section V, PAYMENT, shall be amended as follows: $60.000.00 is added to the total not-to-exceed aa�eement amount. See attachments A and B for uodated Fee Schedule and Breakdown of Overhead Cost. If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and retum to this office for fnal action. By: 1 ,2.. . � 7JG By: . e ' or � Consultant Signature A proving Authority Signature �,�/��j3 DEC 16 2013 ' D'ate Date EXHIBIT A Hourly Overhead ProfiT(on Dl) Rate Discipline orJob Title Rate(DL) 318.43% 30% PerHour Principal $ 94.67 $ 112.12 $ 28.40 $ 235.19 Project Manager $ 75.39 $ 89.28 $ 22.62 $ 187.29 Civil Engineer Planner 5 65.73 $ 81.40 $ 20.62 $ 170J5 Sr Civil Engineer Design $ 63.85 $ 75.61 $ 19:15 $ 158.61 Sr Civil Engineer Roadway $ 71.54 $ 84.73 $ 21.46 $ 177.7& CiVil Engineer Roadway $ 54.38 $ 64.40 $ 1631 $ 135.08 Sc CiJil Engineer Design (QA) $ 73.19 $ 86.68 $ 21.96 $ 181.84 Sr. Civil Engineer Design $ 61.98 $ 73.41 $ 18:59 $ 153.98 Civil Engineer Design $ 40.88 $ 48.42 $ 12.26 $ 101.56 Envir-Water Res Engineer $ 42.60 $ 50.45 $ 12.78 $ 105.83 Sr..Structural $ 67.76 $ 80.25 $ 2033 $ 168:34 Structucal $ 62.93 $ 74.53 $ 18.88 $ 156:34 Sr Electrical Engineer $ 71.82 $ 85.05 5 21.55 $ 178.41 Jr Electrical Engineer $ 34.23 $ 40.54 $ 10.27 $ 85.04 CADDIead $ 56.25 $ 66.62 $ 16.87 $ 139;74 CADD $ 48.38 $ 57.29 $ 14.51 $ 120:18 Permitting $ 55.03 $ 65.17 $ 16.51 $ 136.70 ContractAdmin $ 55.80 $ 66.08 $ 16.74 $ 138.62 SrAdministretiveAssistant $ 41.70 $ 4938 $ 12.51 $ 103.59 Administretive Assistant $ 24.68 $ 29Z2 $ 7.40 $ 613� EXHIBIT B �Summary of At-Ot6ce and AtSlte Rates . �a smu��e.oeF�s�u E��a cenval dc naminteqnnre Expeou in nccora■na wun�the Falerei Aeqnliltlou Regalaflon. . NOI'Yh L�IRCtiC8i1�P88t[UCL'tli'C � A Baeinees IInte of JarnM Enqineerlop Group Ina _. . . .... ForthtFircalYmrEaddSe�bei28,3012 WILk S�wlnl'lndepertda++dad�ron _ . . . . . _ . . . . . .. . . . . . . . . . _. : . rwsnxurkrrtcarti�wsao�arovmu.umvnaw�runwFaaYiiiatiwwuiwsm�ti��FlrurepKVU�:stin�ruoia.unouiasnor �wauarasa.osmasse��nwr�aso.osusta�neer�oF'aanqwtwa�tr�wo�uar�aemwtiefasueron�oes � �a crtaw wC.amucvra�vntrrennm�ee�oaEUnweuc oisaasunc�s w�. summary ur nt-oinco wa Ac,site xaus aud Steumenh of Fringe Beneflt E:peme eod Gwasl&Admin�strattve Eipma iu Aeoaa'dmce wML the Federai Acqalsltlon ReQaladon North American Infrastructure A Bus[ness Unit of Jaeobs Engtneering Gronp Ina For fht F1satl Pror Endid Scptem8cr78,IOl2 Coutwp Report of Indepe�eM Aaditors 1 Sammery ot At-0Hke aud At-Site Rata 2 Statemeut ot Fringe Bweflt Eipenx 3 Smt�ent of Gmernl&A�ilnbk�ativc Ezpenx 4 Notn to.Sffitemmb of FAnge Benellt Expense and Gmerel&AdmWstrative Eipmse S ___ ..__ nreooaie�urmHr�usmr�xrua�vmvaorwErAarua�w,rroNn�rw�swm�cu��aonFlnurw�uvuue. sua�osvwnr.�ronw�s r+vre�r+vueuc�r ds�x�am m o�uvr�xou a�tu�n�e cx�oa+oF m�uTeai�crNao�u.vma+sn�nux��row. JtiWB9ENGINEERINOfiROUGtliCREGIlEST9WRfI7EN1iO�ICEB�AM'NJBLICOLStS.OSUfE1SW10E. � Cleary Government Services, LLC REPORT OF INDEPENDENT PUBLIC ACCOUNTANT To: Board of Directora of Ja�bs Engineering Group Inc. Re: Indirect Cost Rates Prepared in Accordance with Part 31 of the Fedecal Acquisition Regulation We have auditod the accompanying Summary of At-0ffia and At-Siu Rates, Statement of Friage Benefit Expense and Statement of General&Administtetive Expense(5chedules of the Indiract Cost Rates)of Nmth American Infrastructure(NAI),a segment of Jacrobs Enginceriug Group Inc.,for the twalve months ended September 28,2012 prepared in accordance with�fle 48,Code of Federal Rogulativns,Part 31 of the Fede�al Acquisition Regulation(FAR). NAI is a wholly-owned busiaess unit of Jawbs Exiginc�ting Caoup Inc. These schedulos ane tlu respansiibility of NAI's management. Our responsibility is to express an opinion on these schedules based on our audit. We conducted our sudit m accoxdance with auditiag standards generally accepted in the United States and also the standands applicable to financial audits contained in Cravernmeni Auditing Stanrlards(July 2007 Revision),issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain mssonable ass�uance about whGher the Sch�dules of the Indir�t Cost Rates are&ee of material misstatenunt. An sudit includes reviewing,on a test basis,evid�nce supporting the amounis and disclosures in the schedules and performing such other proceduties as we considered necessary in the cu+camstances. Our sudit atso includ�assessm8�8���8 P�Ples used and significant estimates made by management,as well as evaluating the overall schedule presentatron. We believe tUat our audit provides a reasonable basis for our oPimon. The aforementioned Schedui�of the Indirxt Cast Rates were pa�epared on a basis of accounting pracrices as prescribed by Part 31 of the FAR as discussed in Note 2,end aze�t intendal to be a preseatation in coafwmity with acconnting principles generally accepted in the United States. In our opimam,the Schedules referred w above prosent fauiy,in all material respxts,the Iadn+ect Cost Rates of NAI for the twelve months onded Soptember 28,2012,calculated in aawrdance with Part 31 o£the FAR. In a«:ordance with flu Government AuditingStandards,we have also issued our relwrt dated March 13,TA13 on o�s rnnside�ation of NAI's intemal coatrols ova financiel reporting and aur test of its compliance with applicable laws and regtilations. That repart is an integ�al part of an audit performed'm accordance with Government Auditing Standards and should be read'm conjunction with Uris report. Individuats relying on this report must t�ave an adequate undetstanding of Part 31 of the FAR. Thenfore,Uris report is intendad solely for the mformation of managemeot and governmeat agencies for use under canUacta governed by the aforementioned regulations. It is not intended to be and shouid�t be usod by anyoae othc than tke aforemmtioned pazties nor should it be used for any othea piupose. �c I�cMn�.ea��/��a,,�, cm�, Ma�h 13,?A13 1 Nort6 Ame�imn Infresoruetnre .A Baalneu Unit of Jscobs Engineering Group Iue: _ Sammary of At.OH7ce aad Ab5i0e Rata For ffie Fiscal Year Endcd September 28,2012 The At-015ce md At-Site mte�relative'to the mufiit�d Fringe Bmefit_E�se end Gmaal�&Admmist�tivo Ezpense Stetanrnis wce computed in eecwd��witb Pert 31 of the Fedaal Aequisition Reguletion(FAR} North AmeTlesn InfrastruMuce pt-Offlce At-Si6e�maal&Ndministratiw�Rate 68A4°/. Use&Oocupmcy Rete 23.66% Frimige Beriefit Rate 2633% Comhlned Rate 118A3°k AtSite At-Site Qrnetsl&Adminishetive Rate 68.4C% Fringe Ba�efit Rate 26.33% Combined Rate _.9d.77% _-_ � See the following ammnmm for�daeilod comptitatiais of the atiove frmge.Brnefit Expmse end Cieoeml& Adminisqadve F�cpmse rete.a md for tbe applicable uplanatory aote.s. _ _ _. _ . TI�OOQIA�M CONTMl4 CO!lP�NMIAND PROPPotTARY P�OMMTIONTW�T W16�CW.MiD/OR FlNRdL7N.V/LLUE�SUCX PffORM11TI0N W13 t�T 9EEH PUBLICLY OISCLOSED MID IS E77m.l.67 RLON DISCLOSURE U1�ERtNE FREEDDM OF P1FQiW1qNACf ANDNJ:SWLLAR OTFIER LEGI9ATION. � Uf70&4B&'ii1�tP16GiROlIPMC. RWUESTSVVWITENNDTILEBffOREIWYPUBLICDISCL09Ui�bM�OE � 2 Nort6 Amuiean Wres�ctwe A Buatna�Unit of Jaeo6e Engineaing Gronp Inc. Smeemeut otFlio�e Bme�t E:penee For the Fiseal Year Ended Sept�bs 28,7Al2 NAI DIRECf FItINGE BElVEF7T F.7CPG�PiSE ��� COSTS.NET OF ADJUSTMENTS ram xrn�o� a a�,soa,?s6 �cn. is;o9a,or3 SUI 1,437,671 FIJI 102,945 THRIFT pI,AN 4,169,352 _ GROUP INSURANCE 9,307,052 WORI�BS'COMPENSATION 612,003 GFntFUSt.L�pg�qy 2,920,489 IIYIPLOYEE ASSISTANCE PLAN 59,637 TOTAL ALLOGITED FBiNGE BENEFTIS S 56,207,978' TOTAL FRWGE Is1BOR BASE S 213,434,721 COMPANY-R'IDE FRINGE BENEFIT RATE Z633% iLe a�paoymg notes are an 6mtegral pert of tLis stat�mt nasooanm�rooNr�aaconamoanK,ua�Er�arasorw,t�rownurw�scao,meewµaonFnuuxt�tv�uuE suauarnauatda w�a wrem�wmiur o�saos�n roro s omvt arox�u�metn��oou aF ngonw�+,ucrum�um�nsmure �ras�anau.,u�coes e�om+�wo cwouv ex: �s7s wnrrfen�mrrE eson��ar vueue ase�n wwe 3 Nm14 Amalao InGutractme A BMom Uolt dJaca�C�etl�Cmop Inc. Sfummt otCeoerd k AOmid�tratl�e��euw Fw IM FNuO Yev&odd 9ry0emDer 3B,3012 GF.�AL k TOTALPAR AOM1IINISfCATIVL U8L& UNAI.[.OWA818 RA7'LAPPiaD'['O OCCOPAHCY 1'O7ALQlCUB86D CO3� lOTC[AA� ATdll'ilAL RATL{AT- GlACOS13 ADIUSfA�NTB NOT68 GRACOS[S OPPfC8PRO/SC18 O➢FIC� M�A �u.o� s Sa�u,Q,< i (170,6331 , s ,baw,m� s s�.oa.m� s - ummacr wu+� ormwoaar.�ncrm�ssa ze�o�.st� (ss.ssq w�s.ws s.mo,t3s s�.susa RMOHB@16R3 I1�780.770 • 3 IA7N4770 N.760�7�1 - PLF80DW.00MWIID[BHRVICBB [3�315.4q (63,370) 1]�2A�673 �I.pO 1]j10�lA TGVel.L8u91�3E�ti N�4.�7 (359,628) 6 7,t6W69 3,BE0,769 ' - em+swnasroac�e�mcrvwna+ �ssiaa - us�aa �ssua - &�LOx6elaewnuasalPa t934�ro (be.es7) 7 �37uit7 t9037� - vFmccetM0a36s �AU.Ne Pel.es� e �,06s:J90 u�aal zsu29 omcE�vmo'nmasuPPt.�s lAUA23 W�.� 81�.76a ZtUW 6o13u om��v�s us.w� (sv.'rm� tevd+s +so.tn fot.a� eusmess�sr�xes ssonm o.�on) . s�v.aav �os,ui U999! RECAUrtRlOtP9.00wTmN &8,900 (76I.791) 9 I87JIl �56,163 91�50 eSPRODUCfAN Ti5.969 (it,975) 32{,591 • 27A,S9{ P06TAO6lPBeaHI IS3,T98 (7Cy 155�20 153330 - iEA�OM0.Y41'APP 139,6&1 (� 139,675 U9,673 . - euarsvu.�wa��rswo u,to7 R7,E6p to i,xa t�t - Wsl'BECOVBeY (93r.12q - 71 (9561m) (931.130) . oil�t 7.roiy33 p,dB.iW) 13 I.II3AtB ltB.7{7 215A7t enSi'OTALU�muY.CfOTQ13�e f ILAOf.706 Y (7,tlA,ID� f 121JI7�0 3 MAtf,22S � fl.670.295 oSH�uvu1RPR.T�VQ966 S�LPS.IROIP.CfSF3Y1Qi5kCON5I 5 736A3t f (�.IIB) S 331,907 f 3J1,90� f - 'UBLiCMAN�OPJ.ffir�lMAmV6IRKMN 168,3b RI,l78) I66,B62 166,W - BONI13�AYM@rt8 2,635.101 - 2,635,I01 3,6.75d0i - �41.OVk1'8[OOCOPfl0:1171@fNASEMn 104.b�9 - 106.L79 m0,E79 - ro�n��asercwuwwss u.x�� sssii sss�� aomon�.or�em�roQVa� s :+voss: s asioe� f s�evsis s �sQSte � w.oc��mm� WsMRK�AtLOC�7[ONS f 59.669�75 f QA�].l66) 7.J f 57.676A69 f A.636A6B t wefOdLALLaCA'[1@a f S.f69�]! � RAGJ6q f Sti26+069 f SJ.O4I6D i TO'PALGkAE1�ENSFS f 1C7.06l.l61 9 W77#S4 f ItL70l.M! S IKR/73I0 f k670�% DIY6C1'WH061(T07AI.ANDA7-OWPICq i 7I7A767Si i 1S0.�AW6 NOBY9ARICR[CAPD68dS[YUC171REIlVDLlECI'CO31'YA7P8 6BAAG 21.66SL A2-0BYIC6 GENERAI.A AD.�YISIRATrvB RA?E 9i10X 1'he�B mlea m m IekQri Oat afthit memmt TW9 DOCWAEMCONWNS CONFlCEMNLANO P420PPoETARYItff'OMV�71W!7HAT WS�NLAI�CRPINAtSW.VALUE.St�FI IIffORYATWN NASl16TBEEN PUBLIClY013ClOSmANOIS E7�A�f FRON dSCLOSME UNOERTXE Fl�EOORI OF MSOP6NTION�CfµD MJ.OTFIEit&AIM1ARLF.WSlAT10tL JRCOBSENORJEERINGf7t0UPplG�TSYVRfTTEIVI'Ai10E8EFORE/iNYRIB{ACOISCLOSURE44 4 North American Infrastructure .A Buelnw Unit of Jaeobs Engta[ering Gronp Inc. Notes to Statements of Fringe Beuefit Eapense and General&Administrative E�cpense for the Fiseal Year Ended September 28,2012 1. Bnsine�and Basis of Preaentatlon The finenciel infotmation presarted ia the eccompanying Statemeats of Friage BmeSt Expenae aad Gencal Bc Adminisuative Fxpens�iacludes the expansos of NoAh Ameri�Iafiashuctun(foxmerly Iacobs Civ1) md Jacobs Civil Consultants Inc.(colladvely�e CqmPanY)for the fiscel year eaded Soptember 28;2{I12. Jacobs Civ�7 Consultantg Inc.was Soamerly Imown as Svordmp&Pazcel Consultaats,Iac. The Fiacet Year 2012.comPanY-wide indirect rates prea�ated Lecin include the operatioas end n�sults`of NoxtL Amecicea Infreahvc4m(tho Company)aud ere calculated consistently with t6e Company's F'�sca!YeaF 2011 co�nY- wide'indiiiect rates. TLe Company is a business uoif of Jacobs En��min8�rOUP Inc•(Perent Com�nY)and Iacobs Civil Coaviltants Inc.is a wholly-ownod subsidimy of thc Pe�t Company. The Pm+ent Company is a publicly hadod�mpany on the NYSE. The CompanY Pro�$P1annin8>d�n.conshaction management and desigolbu�7d W'efessional aecvic�s. Major merbets iacIude traosPortation,PubIic waxks and eavironmenteL The Permt ComP�Y��S!�llY i�o:porat�d in 1957;and its cli�nts iaclude federel;etau:local.end foreiSn Sovarnnuat agenciea,es weII as aumerous commercial entities. Revmues are derived from bIIliaBe.. for piofes.siemal secvices:project savices;proceas,scientific�d aystems coasulting secvixs;operationa end maintenance services,and�n9truction services. 2. Bads of Acconating and DescripHon of Accoanting Systems T7u Com�pany's policy is to prepare the accompanying$tatements of Fringe Benefit Expense and Genecal,Bc Adminis6ative Expense on the basis of aoeo�mting Practixs P�scnbod bY ChaPtc 1,Pert 31 and Chapt6�99 of the Fedaal Acquisition Regulation(FAR). I3e sbove meatio�d staxmoots ar�not intendad to piesent the finaneial positioa or the results of operations of the Company in confo:mity with accountiuig p;inci�ks S�tiY�m the US. '!he Co�any mai�ains its l�oks of accounta using the Acc:va]Method of accountiog. The Company uees a m�ild-step process to idenrify and quantify,�allowable coste as deSn�in FAR Pmt 31. Fi[st,tLe Company identifies ewr�ain e�en.se acwu�s,.oxPmditure h�pes in eLcgmcal kdgu md artsin i�irect proj�as fofally unallowable(e.gy mteiest m��ense,bad dehtv expense,etc.) Fm�oaetain other ezpense accouuts tLat aze Llcely Eo coatain unaltowable'costa,t�e Company either nevicws eII of flu significent uansactions m the account or it reviews a sample of tbe uansec0ams m the eccount For those ecpmse axowus tha4 ere sampled,tl�e Compeny exhatwlatea the resutts of the sample to tLe relsfed expcnse account population. The latger�mallowable balancos geaerated by this pmces4 en foomotad as indieated below.In aaaidon,the comipany wl�wtarily«cluda cermin oeher costs s�om the inaireci cost pools,ena 8 asas�mates to detecmine the amoimt of cerrain othu unallowable oosts. �TMS DCCUI�Mf WMfAtliS CmIFmEMI4LL A/m PNOVR�TARl WFORMATIOM TNAT 1418 COIO�CULL NIOIOR FINRNGULL YALIIE. BYCX 060AW11W1 NR8 NOT BffN PUBLICL�pSCL05�Alm B E1�AI�T tROY OWCL09YRE UIIDERTIE FltEEWiI OF OffONAlATW11hCTlI11mALL0711EIt8@16ARl,Efii9lATI0N.JACbBS01p11@ERIt10fiRq�RIC.NE0l1E8T8YYNR7E11NDi10EBEFORE ANT PUBLIC 018Ct.08URE B MMF. . . .. ... .... $ North American Infrastructare � A Baslnaa Uuk of Jxobe EnYioeer�ng Groap ina Nota to Stateme�s of Fringe Benefit Ezpense end Generat&Admiaistrative Eapense for the Fiscal Y�r Ended September 28,2012 2. easis oraccoanNng ana nescrlpHon ornccouuUng syetems(coannuea) The Ca�pany meintaias a job coat accoimting system based on actual costs for recording end accumulating costs inoiated under its contracts. Each projoct is essign�a umque job number so fl�at oosts may bo pmpecIy segregatod and acoumulet�in the Company's job cost accountmg system: Employee laba�cosb are charged to jobs uaing the employoe's acfual hourly pay rau at the timo that the labor is mcurred. For salazied employxs,thea actual hnurlY PaY rate for job costin%Pucposes is based oa their eanusl salsry divided by 2,080 houcs per year. DQect and Indirect Costa-Costs are apxifigally idmti£cd and cixorded sapazately m formal Snancial accounting records as D'uect Costs ead lndirect costs as established in eccaadance wit6 our disclosed ptactixs: D'uect costs are those costs tLat can be speci5cally identifiad W a customer project,work flctivity or fmal cost obja:tive. Indin:ct costs eie ttiose costs tLaz cennot be specifically identified wifh a single - cuatomer projec;diroct work activity or final cost objactive.ContracUPurchesed labor is treated es Otber Direct Costs. ATon-eelery Lliiec[Project Costs e�*��+:mwa ref'eixed to&s Othet Di[ect Costs aie consistendy cllai'gal tA ell Projects rogsrdiess of the recovorablity from the customer. Paid Time Off-The Compauy accnus Paid Time Off(PTO)besed on the yeacs of service fo;each employee. PTO may be used by employees for a vaziety of navona,inclndinB(but not limit�to)vacation, i7lness or eccidmt,bereavomcnt or personal time off. All requested PTO is aubject to s�pervisory approvaL PTO bcnefita ere paid based on the employee's bese pey rate at the time tLat the absenco occurs md doeg not include any s�ial fosms of compeasetion euch es incentivos,commissions,bamuses�shifr differentials. F,mployees ractive pay for all accrued but unuscd PTO houra upoa teeminatioa of employment Overtime Compensatioa-the CumP�Y'S Po�Y on P8Y P���ov��PaY���ttY�P�a� �t�a w eaa�su�y rAy�toyeos in�wi�n��aoo�a�a by�Fau Leboi Standacds Act,29 C.F.R.¢541.602(FLSA).Tlris poticy diacusses federal regulaflaas rogardiag overt�e.State laws may be moi+e restrictive than fodefal laivs.Loca1 Humen Reaoivcoa ropresenmtiv� provide detaila iege�ding reg�ilations tur spccifio smks. In certaia aucumsran«s:�t em�loS'��r . receive additional compensation far owrk in eacess of eheir:egular schedulea.It ia tlie m�mediate superviso�'s�pOns�b�7itY m ad�9uate1Y eupervi$e the ovcrtime work porfo�mod. U�overtime-The Comp�y's policy�egaidmg overtime is w compensace NON£XE��T' emPloY�s for m�orind additional houes of work. E7�f employeea rxard only thnse overtim�e Louts for wlrich tLey an authoriud to work and accorAinS1Y,compensated• Ae a result,nncompensated overbme is not har]ced. ��h�-P�P�'�Y;�Pmmt ead improvemants ere car[iad at cost Dapreciation and amor[iratinn is �mP�P�Y by using the streight-line method ovor the estimated usefiil lives of the avseb.'I'he wst of leaselwld improvementa ia emortized using the ahaight-liffi metLod mrer the lesser of the estimated useful life of the esset or the _. xemaining tecm of the nlated lease.Estimated useful livea can�from 20 to"40 yeets for build'mga,from 3 to 10 yenrs for equipmmt md fiom 3 to 7 yeazs foi computees and software: TW9 OOCIYEM NMAOD CANFlDENfIK A10 PROPR�TARY MFORNl1TWN TlNT MA8 COIO@RCULL A1010R PINI11tiNt VALUE eua��awarax w�s rore�w vueuc�r ase�n am n e�r�tor asaosutre u�e n�e m�wr oF naowu�xcrum N.�on�ee an�nwe�+o�au�.ucoea Bwaa.�wNC+oROw ae.�auESraYrwrrex rro�eecone AMY PU&JC d9Q.O8UI8 6 MME . .. . . . 8 North Ameriean Infrastracture A Bailnee�UnU oCdaeoM En�oeering Groap Ina Notes w Statemente of Fringe BeneSt Ezpense sad General&Administrative Eapense for the Fiscsl Year Ended September 28,Z012 2. Bas(s ot Acconntlag and DeserlpHon ot Acwnating Systems(coatluned) The Company+s method of Gsti�ng wsm for Pn�B P���6�P��P+ocess is consistmt with tbe ar�,tm;�,•�aod reportmg of costs nnder itv job cost acoountiqB system. 3. ALLoeattoa Methads The Cumpany hea esmblishad two indinct rate.v:(1)an At-0ffice Rau tl�et is appliad w wo�performod'm Jacobs-pmvided facilities,md(2)an Atsite Rete thaz is�pli�to work perfoimad at mm-Jacobs(i.e., customcr)provided fac7iaes.The aIlocation base 5or the At-Site G&A rau includes all Pmfessional Secvices and all Field Staff Direct Iabor incL�d'mg premi�s.The allocation bese fos tLe At-Office GBrA rete inctudcs At-0ffice Profe.ssional Serviees and At-0ffia Field SmffDirect I�bor includ'mg pcemiums. 17m Company uses the seme fringe bene5t rate fa�both its At-0ffice�d At-Site d'uect labor end allocaus fringe bmefit acpe�ses based upon t�l payroll dollazs(mcludin8 memiums acd exciud"mg mcentive ��)• The Company x�eives an allocation of cosb from the Paccnt Co�any that inch�des salatias,related fringe beoefits end general and adminietarive expenses. The G&A expenses iach�de the costs of certain executive ��t�8�+����B>�Y,information t�lmology,human msowces,heelth end sefety,end other�sm fimcdnns. These costs eie allocated W the Company based upon a thnatier method,which ��osc�st��:p)a;�y�n�,vn�enle w sn�co��r:(2)s�ae�u�r assopaua wnn rn�co�r tLat a�e elloeaud based upoa aPPropriace beses that use direct labor dollars,totel PaYroIl doilazs.revmues.or a combiaetion tbeceof,end,(3)amo�mts remainiag aftar the fuat two tiece,atlocatod based upon a two-factor foxmula ttiat is computod using Professioael Se�vice and Field Staff payroll dollazs and revenues. 13e allocafions of the Parent Compazry's Corpo:su Home Office costs have baen propedy adjusud to�t FAR Yart 31 disallawancas. These amounts were detetminad by the mulfi-step procoss descn'bed abow ia Nou 2. The net allowable costs for each of the Corpocata Home Office cost pools ere th�a aIlocatad usinig the methndnlogies desen'bed above. 4. Ezceas Compensatlon T6e edjustment for excesa executive eompeneation of$12�,633 primarily reIlocts the satacy disellowance in accoidence with FAR 31.205-6. To evafi�aoe the overall reasonablmass of employx compensafion,tlm ComQa�'Petfarmed a compensation analysis w review and evatuate the reasonablenoss of executive compensation. Aa pazt of this eoalysis,emior esacutivea wece bmehm�d to su:veya ia wLich Jacobs participsrod The overaII cesults of the c�peosation malysis showed that the Company's wm�ensation a+es roasonable.An additional accasa compensation disallow�ce of 5326,063 is mcluded'm the Coxpocate Allocadoa disellowance in accordance with FAR 31205-6. TN600WIO:MiODNG018001U�0B(IIRLAIm VRO�ETARY tl�W7tON iW1T IW�YLL�NNICGL VLL�R 8{RM DWI�11TqN NI18 MOT B�N PI�tA.Y W�11Im B�1@►�ROY�WmER TI�F'�It OF Offd1YATmN11CTA1mM1011�t801Y.11RtE0191J1T101L JACdBSEM00s-ETIIIOORMAOC.AEG28TBrINRd110�CE�FD� 1111P VIRIJC OIBCl,03111@ 9 MMe � North Americen Infrsstrueture A Hosinew Udt of Jacobs Engineerlui Group Inc. Notes to Stateme�s of Fringe Benefit Ezpense and G�eral&Administrative Eapense for tLe Fiscal Year Ended 5eptember 28,201Z 5. Fringe Benefits The Parent Company celculates a Company-wide&inge bene5t rate that is appli�to its US basiness imita and wholly-owned subsidiaries. Fringe benefit costs include an adjustmeat of the indirect friuge benefit expense recorded in dx general ledga et tbe standard frmge rate of 31.5%to tLe Fiscal Year 2012 acwal fiinge rate of 2633%. 6. Travel&Buslnesa Meals Based on a review of tcavel and nlated costs,NAI disallowed 5559,628 in accrndance with FAR 31.205-46. 7. Employee Tralning&Dnes 1Le adjustment emount of$400,867 rapmseats dues tUat ere uaallowable in accordance with FAR 31105-14. 8. Vehicte Ezpenaes Based on a rewiew of velricle e�cpensea 5381,858 was disellow�in eccordence with 31.205-46 and 31.201- 2(d). 9. Recruitlng and RelocaHon The relocadoa adjustment of$361,391 represents employee relocation expenses t6et are considercd uoatlowable in accordance with FAR 31.205-35. 10. Pablie Relat[ons and Advertising The adjustment amount of$23,861 reptesentc expenses that are considered unallowable m accordance with FAR 31.2Q5-1. 11. Cost Rewvay The Cost Recovery acco�mts are u.+ed to chargc projects for the usage of co�my-owaed equipment, supplia end velucl�.Prntions of oveiheed relating m reproduction,vebicle costs,fieid equipment and supplia and other miscenA�eous costs are altoceEOd(via a cred'+t to wst mcovery)to di�ct project mcpensa based on actnal nsage. 71W OOLIOIEM COMAWS COtffIDENMLAND PROPWETARY OffORYAI'bNTNAT FWS CO►WERCUL AAm10R FWRNCULL VALUE sua auowanow nns�ror�vuauaro�ea.osEO�o a e��►mor oiec�osime u�n n�m�oor oc avonr4rroN�craem au.on�a som.�a�ec�surax.ueaese�rm armw we.�raxmrrrex�eeFOne nrr vumu�o rnne. e North American Infrastrnctnre _ . _.. A Bvsmne Udt of Jaoobs Euylneerlu�Grwp Ine. Notes to Statements of Fringe BeneSt Ezpense and Gencral&AdwinislraHve Ezpense for the FLveal Year Ended September Z8,201Z 12. Other Included'm the other adjusoment of$1,048,104 ane the following unallowable�of Fiacel Year 2012 actoal costs: Fmes&Poaaltias(FAR 31.205-15) $ 3y69 Conh�budons(FAR 31.205-8) $ 122,746 Intecnal Promorion Mea18c Enurminmept(FAR 31.2 various) �456,182 Extemal Promotion Meals,Entecminmeut&Other(FAR 31.2 various) S 435•644 S 1,018,541 ' '1'he remaming belance of tLe disallowed emouut is detmmined using the methodology discussed in Note 2 13. Pen�on Plsns The Company offers a 401(l�pension pleq meeting the raquinementc of FAR 31105-6�).1Le plan provides maximum conuibaflons with;n legal guidet;nes ana s roacch egual w so%of m�scsf 6°/u otelig3le Qay. 14. Rdated Party Trensections No adjustments or diselosur�s 6ee regufred per FAR 31.205-26(e)or FAR 31105-36@)(3): 15. Mansgement's Evslustton of Sabsaqomt Events Maoagement Les considced ead evalusted signifioant eubsaqumt ev�mta through Meteh&2013,and thene weee no eigni5cant subsequent eventa that would have a maiaial effect on tLe FY2012 indimct retes. nro o�r ooxrNws��vaorwrernar aconr�nopixnr w�s eo�umprt Fou�xui.r,�uk. mxxvffomutrow�us xm e�x w�euar oisei.ca�am 4 et�r weaeo�a.o�we urmm txe�ooee oF o�aaunox�crnso aionurt amua�eareu�.:uco�s�oo�mro m�wv nx.�ears wnmew x�ce ea�oae aNr weuc ax�oauae e�aoe. 9 North Amertcan Infrashvctore A Budow Un[t of JacoM Eugineerlog Gronp Ina Notes M Statements of Fringe Benefit Expense and General&Adminiatrattve Eapense for the Fiscal Year Ended September 28,2012 16. Dlrect Cost Accounb Inctnde the following but are not limtted to: Travel,subsistence,end relocation Subcnntracts/Conauitants Contract SpeciSc Txa'vimg and employee development Tempoiary and othv punchased labor/services Cnnt�aet SpeciSc Safety Supplies md Fquipmmt Mmaw�es Field CoasumabldFacpeadable Supplies/0ffiee Supplias Other EquipmenUSupplies Telephone/Fax/Communications Freight end Pos�ge OutsidelSpxialty Repmduction Costs Specialty Taxes The Company's mtemal conhoLs include segregatina ofduties betwxu eccouats payable job 6mctions, performance of a pro-audit on certain accounts/eapendituro types,A/P Coding Traming end con�ol of gmeral a�adminis�ative costa through a rigorous budgeting process m avaid tUe inclusion of diTect cosis in the indirect cost pooL TNq WCIOENTCOMAPIS CGIffmENTNL Alm PROVNIETAXY BIFORW110tlTIMT W18 COIOAERCIAL AI�IOR FDIAICIAL VAWE. BUCX MFORM0.TpN NAB NOTBE�I PUBUCL�'WSCLOSED ANO Rl7�IIPT iROY WBd.08YliE U/�R71R FR�A1 OF �ffORI1NBDM 4CT AIN ML 07fiER BMIAR 6COISI�TIOt1.111COB3 ENGItlEERQ16 OROIIP 01C.REGIIEST81El�TEN NOfICE BEFW� AtlYP11BllC O�CLOSIIRe 18111{DE. �0 Cleary Government Services; LLC REPORT OF INDEPENDENT FUBLIC ACCOUNTANT To: BoardofDaectors Jacobs Engiueering Group Inc. Re: Internal Control Structure and Compliance with Applicable Laws and Regulations We have audited tl�e Summaiy of AtAffice and At-Site Rates,Statement of Fringe Bmefit Expmse and Statement of General&Adminisuative Expeose(Schadules of the Indirect Cost Rates)of North American Infiashuctune(NAn,a busmess uoii of Jacobs En9nee�m6 GmuP Inc.,calculatod in ecw;dance with the, Fedaral Acquisition Regulation(FAR)Part31 for tlu twelve months ended September Z8,2012,and we have issued our report thereon dated March B,2013, These schaiules are the respons�'6ility of NAI's manaBemeot• We coaductad our eudit in accordance avith the auditing standards gmesally accepted in the Unitod Sfates and the�dards applicable to Snancial sudits coatainal in Government Audi;eng S{mfdards(July 2007 Revision),issual by the Comptroller Genetal of tlu Unitod States. Those sEandards raquire thai we pian and:pe;fo;m the sudit to obtain reesonable assuiance about whether the aforem�tioned schodules are&ee of materisl misstatement. Internal Co�rol Over Financial Renortina The[nansgement of NAI is respansible for establishing and ma' A:ninw gn intemg��ppupl structtat and for maintaining internal conuol over 5nancial reportm8: In fiilfillin8 this respons��bilitY,estimates and jud�enfs by management are roquired to assess the expected benefits and rolated oosts of i�ernal ca�ol strucpue poficies and procodures. The objective:v of an i�nal coatrol suucuae are to pmvide maoagemmt with reasonablq but aot absolute;ess�aance that assets are safeguatded against loss fivm im�rthoxizad use or disposition,and that tiansactions are eae�m accoidance azth managemertt's suthorization and re+carded properly to pernrit the pieparation of the aforementionad schalµles m accoxdance wiih applicable regulations inqluding Part 31 af the FAR. Bacause of the inhereot limitari�s in any icititemal control stevcha�e,ermra or imegularities aevertheless may oce�and not be ddocted: ALao, ProJxtion of any evaluatioa of the struchue to fut�se periods is sulije�t to the risk that pi�nes roay+ become inadequate bxause of cbanges in conditions or that thceffxtiveness of the design and operation � of policips and proxdures may detaiorate. �P�8�P�o�B our sudit,we considered NAI'.s intemal controls over Snencial reporting asa basia for desiguiag our suditing pro�adures for the purpose of e�cpnssing our opinion on the Schalutes of the lndirect 6ost Rstct,but not for the putpose of expressing an opinion on the effxtiveness of NAI's internal eontrol over financial rePortu►8• A�oadinSlY,we do aot express en opiniom on the effectiveness of NAI's intemal cantrol over financial reportiag. A co�rol deficieocy eusts when the d�or operation of an i�emal conuol does not allow mana�ement or employees,in the normal cautse of per_fqrming their assignod fimctioas,to prevent or detect misstatCments on a timely basis. A significant deficieney is a control deficiency,or combination of control deficiencies,that advezsely affects the entity's ability to initiate,authoriu,racoid�Process�or report Cleary Goveminent Services, LLC ��z Internal Control Over Fynancial Reoortin¢-continaed 6nancial data reliably in accordance with U.S.Seneral1Y accePted accountin8 P��Ples such thst there is more than a remote l�kel�ood that a misstat�t of the eatity's Schedules of the Indiroct Gost Rates that . ia more than iuconscqumtial will not be prdyented or detected by the entity's internat c�ntcols. A material weakaess is a significant deficiency,or combination of significant deficiencies,that results in more than a remote likel�ood that a material misstatem�t of the Schadules of the Ind'unct Cost Raus will , _ _ __ __. _ not be _. _ _ _ _. . prevented or detected by the entity's i�ernal controls. Ovr oonsideiation of i�ernal conuiol over financial reporting was for the limited pucpose dcscn'bed above aad would not necessarily identify all deficimcies in iraernal coatrol that aright be significa�deficiencies or material weaknesses_ Nonetheless,we did not identify any defic,i�cies in intemal control over financial repoitmg that we consider to be mzterial wealmesscc,as defined above. Compliance witL Aoalicable Laws and Reealstlona As part of obtaining re�sonable asswance about whetha the afrnementianod schedules are frne of material misstatement,we perFormed tests of NAI's compliance witti cermin pmvisions of laws,regiilatioas aad contracts;noncompliance with which could have a direct and matecial effect on the determinarion of the .. ._ .. , . __ ._ actual indiract rates. However,the objective of our audit of the Schedules of the Indiroct Cost Rates was not to pmvide an opinian on oveiall campliance with those pmvisions. Accordingly,we do not exgcess such an 6pimon. Nonetheless,the res�ilts of�t�sts did not disclose any instances of aoncompliance that are requirecl to be reported under Csavernment Auditing Standards. 'I'his iypwt is i�ended for the information of NAI's management and those govemment agencies with wham NAI has coa�acted. It is not i�endal to be and should not be used by anyone otha tban the .; ___, _ : - _ _. _ _ �: _. _ aforemenhoned paities nor should it be iuod fo=any othe�pucpose. �U�itAU'�%�=� °f�✓����� cn��,nl�o� March 13,2013 R 3.i(.01 The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group, Inc. and executed on 7th day of February, 2012 and identified as Agreement No. AG -C -412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows. Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: No Change Section V, PAYMENT, shall be amended as follows: See attachment A for updated Fee Schedule If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By: By. Consultant Signature //2 7//y Da e Nancy Backus Mayor Approvi A Ihority Signature JAN 214 Date Organization and Address Supplemental A reement # $ PP 9 Jacobs Engineering Group, Inc. 600 — 108'0 Avenue NE Suite 700 Bellevue, WA 98004 Agreement Number Phone AG -C-412 425- 452 -8000 Project Number Federal Aid Number N/A N/A Project Title New Maximum Amount Payable On -Call Services - Utility Design $127,204.00 Description of Work - Utility Design The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group, Inc. and executed on 7th day of February, 2012 and identified as Agreement No. AG -C -412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows. Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: No Change Section V, PAYMENT, shall be amended as follows: See attachment A for updated Fee Schedule If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By: By. Consultant Signature //2 7//y Da e Nancy Backus Mayor Approvi A Ihority Signature JAN 214 Date 10 11:11r -1 City of Auburn CP1208 - Sewer Pump Station Improvements Jacobs Staff - Hourly Rates Principal $ 94.67 $ 112.12 $ 28.40 $ 235.19 Project Manager $ 75.39 $ 89.28 $ 22.62 $ 187.29 Civil Engineering Planner $ 68.78 $ 81.46 $ 20.63 $ 170.87 Sr Civil Engineer Design $ 63.85 $ 75.62 $ 19.16 $ 158.63 Sr Civil Engineer Roadway $ 71.54 $ 84.72 $ 21.46 $ 177.72 Civil Engineer Roadway $ 54.38 $ 64.40 $ 16.31 $ 135.09 Sr. Civil Engineer Design (QA) $ 73.20 $ 86.69 $ 21.96 $ 181.85 Sr. Civil Engineer Design $ 61.98 $ 73.40 $ 18.59 $ 153.97 Civil Engineer Design $ 40.88 $ 48.41 $ 1126 $ 101.55 Envir -Water Res Engineer $ 42.60 $ 50.45 $ 12.78 $ 105.83 Sr. Structural $ 67.76 $ 80.25 $ 20.33 $ 168.34 Structural $ 62.93 $ 74.53 $ 18.88 $ 156.34 Sr. Electrical Engineer $ 71.82 $ 85.06 $ 21.55 $ 178.43 Sr. Electrical Engineer (QA) $ 66.41 $ 78.65 $ 19.92 $ 164.98 Jr Electrical Engineer $ 34.23 $ 40.54 $ 10.27 $ 85.04 CADD Lead $ 56.25 $ 66.62 $ 16.88 $ 139.75 CADD $ 48.37 $ 57.28 $ 14.51 $ 120.16 Permitting $ 55.03 $ 65.17 $ 16.51 $ 136.71 Contract Admin $ 55.80 $ 66.08 $ 16.74 $ 138.62 Sr Adminstritative Assistant $ 41.70 $ 49.39 $ 12.51 $ 103.60 Administrative Assistant $ 24.68 $ 29.23 $ 7.40 $ 61.31 Estimator $ 72.51 $ 85.87 $ 2135 $ 180.13 Sr. Estimator $ 80.61 $ 95.47 $ 24.18 $ 200.26 � 3�r�1-q The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group Inc. and executed on 7th day of February, 2012 and identified as Agreement No. AG -C -412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows: Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31, 2015 Section V, PAYMENT, shall be amended as follows. No Change If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By: C e By: Consultant Signature Date Nancy Backus, Mayor h App vi g Authority Signature DE 1 2014 Date Organization and Address Supplemental A reement # 4 pp g Jacobs Engineering Group, Inc. 600 — 108" Avenue NE Suite 700 Bellevue, WA 98004 Agreement Number Phone AG -C -412 425 - 452 -8000 Project Number Federal Aid Number N/A N/A Project Title New Maximum Amount Payable On -Call Services - Utility Design $187,204.00 Description of Work Utility Design The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group Inc. and executed on 7th day of February, 2012 and identified as Agreement No. AG -C -412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows: Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31, 2015 Section V, PAYMENT, shall be amended as follows. No Change If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By: C e By: Consultant Signature Date Nancy Backus, Mayor h App vi g Authority Signature DE 1 2014 Date The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group, Inc. and executed on 7th day of February 2012 and identified as Agreement No. AG -C -412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows: Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31, 2015 Section V, PAYMENT, shall be amended as follows: If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By. o->• By: Consultant Signature / / //9 /�Y Date Nancy Backus. Mayor Ap ovifig Authority Signature EC 12014 Date Organization and Address Supplemental Agreement # 4 Jacobs Engineering Group, Inc. 600 — 108'h Avenue NE Suite 700 Bellevue, WA 98004 Agreement Number _ Phone AG -C -412 425- 452 -8000 Project Number Federal Aid Number NIA N/A Project Title New Maximum Amount Payable On -Call Services - Utility Design $187,204.00 Description of Work Utility Design The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group, Inc. and executed on 7th day of February 2012 and identified as Agreement No. AG -C -412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows: Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31, 2015 Section V, PAYMENT, shall be amended as follows: If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. By. o->• By: Consultant Signature / / //9 /�Y Date Nancy Backus. Mayor Ap ovifig Authority Signature EC 12014 Date AMENDMENT #3 TO TASK ASSIGNMENT CP1208 -TO01 FOR ON -CALL PROFESSIONAL SERVICES AGREEMENT NO. AG -C -412 AGREEMENT #: AG -C -412 CONSULTANT: Jacobs Engineering Group TASK AMENDMENT NO.: CP1 208-TO01 -A3 PROJECT #: CP1208, Sewer Pump Station Improvements The general provisions and clauses of the Task Assignment and Agreement referenced above shall be in full force and effect for this Task Assignment Amendment. Location of Project: No Change Maximum Amount Payable per this Task Assignment: The total task assignment amount is increased by $7,500.00 for a total not to exceed amount of $84,704.00. Completion Date: SCOPE OF WORK December 31, 2015 There is no change in the scope of work. All other terms and conditions of On -Call Professional Services Agreement No. AG -C -412, as amended, shall remain unchanged and in full force and effect. APPROVALS Consultant Project Manager: Signature: ��J /� Date: 11119�iS� City Project Manager: ( Signature: , ��t%+.� U' Date: I a I I y AUA,u-,CITY OI' - � J Nancy Backus, Mayor WASHINGTON 25 West Main Street* Auburn WA 98001 -4998 * www.auburnwa.gov * 253- 931 -3000 December 4, 2014 Dawn Gamier Jacobs Engineering Group, Inc. 600 108th Avenue NE, Suite 700 Bellevue. WA 98004 RE: Supplemental 4 to Agreement for Professional Services, AG -C -412 and Amendment 3 to Task Assignment CP1208 -TO01 On -Call Utility Design Services Dear Ms. Gamier Enclosed please find an executed copy of the above - referenced Supplemental No. 4. This amendment is for a time extension only and extends the term of the agreement to December 31, 2015. For the City's tracking and record keeping purposes, please reference AG -C -412 on all correspondence and related material. Also enclosed is an executed copy of Amendment 3 to Task Assignment CP1208 -T001. Please reference Task Assignment No CP1208 -TO01 and AG -C -412 on all task assignment correspondence. As the project manager, I am the designated contact for this agreement and all amendments. Questions, assignments and coordination shall be routed through me. You can contact me at 253 - 804 -5063. Sincerely, C�k -�";Zj Joe Chalmers Project Engineer Community Development & Public Works Department JC /ad /mm Enclosure cc: Dani Daskam, City Clerk (copy letter only) AG -C -412 CP1208 (2.20) AUBURN * MORE THAN YOU IMAGINED Organization and Address Supplemental Agreement# 5 Jacobs 8 Avenue Group, Inc. PP 9 600—108 Avenue NE Suite 700 Bellevue,WA 98004 Agreement Number Phone AG-0-412 425-452-8000 Project Number Federal Aid Number WA N/A Project Title New Maximum Amount Payable On-Call Services-Utility Design $187,204.00 Description of Work Utility Design The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group, Inc. and executed on 7th day of February, 2012 and identified as Agreement No. AG-C-412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows: No Change.. II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31, 2016 111 Section V, PAYMENT, shall be amended as follows: No Change If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. Donald K. Nelson Operations M ger By: By: Nancy Backus, Mayor c l - -Consultant Signature Approving • hi ity Signature _/ /P/v i� i2.• 1�ta• 15 Date Date CITY OF - * ATB i T �T Nancy Backus, Mayor WASH I NGTON 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov * 253-931-3000 December 17, 2015 Dawn Gamier Jacobs Engineering Group, Inc. 600 108th Avenue NE, Suite 700 Bellevue, WA 98004 RE: Supplemental No. 5 to Agreement for Professional Services, AG-C-412 and Amendment No. 4 to Task Assignment CP1208-T001 Dear Ms. Gamier: Enclosed is an executed copy of the above-referenced Supplemental No. 5 and Amendment No. 4. These documents are for a time extension only and extend the term of the agreement and task assignment to December 31, 2016. For the City's tracking and record keeping purposes, please reference AG-C-412 and Task No. CP1208-T001 on all correspondence and related material. As the project manager, I am the designated contact for this agreement and all amendments. Questions, assignments and coordination shall be routed through me. You can contact me at 253-804-5059. Sincerely, Kim Truong Project Engineer Community Development & Public Works Department KT/cw/as Enclosure cc: Dani Daskam, City Clerk AG-C-412 AUBURN * MORE TI-IAN YOU IMAGINED AMENDMENT#4 TO TASK ASSIGNMENT CP1208-T001 FOR ON-CALL PROFESSIONAL SERVICES AGREEMENT NO. AG-C-412 AGREEMENT it AG-C-412 TASK AMENDMENT NO.: CP1208-T001-A4 CONSULTANT: Jacobs Engineering Group PROJECT#: CP1208, Sewer Pump Station Improvements The general provisions and clauses of the Task Assignment and Agreement referenced above shall be in full force and effect for this Task Assignment Amendment. Location of Project: No Change Maximum Amount Payable per this Task Assignment: There is no change to the amount authorized in the original task assignment and subsequent amendments. Completion Date: December 31, 2016 SCOPE OF WORK There is no change in the scope of work. All other terms and conditions of On-Call Professional Services Agreement No. AG-C-412, as amended, shall remain unchanged and in full force and effect. APPROVALS O/1�el(✓r!> Consultant fP ojeflanager 1/ Signature: 0:51-- Date: /02-ti'/i- City Project Manager Signature: t l' Date: I 9A5 Organization and Address Supplemental Agreement # 5 Jacobs Ennineering Group, Inc. PP 9 600—10r Avenue NE Suite 700 Bellevue,WA 98004 Agreement Number Phone AG-C-412 425-452-8000 Project Number Federal Aid Number N/A N/A Project Title New Maximum Amount Payable On-Call Services-Utility Design $187,204.00 Description of Work Utility Design The Local Agency of the City of Auburn desires to supplement the agreement entered into with Jacobs Engineering Group, Inc. and executed on 7th day of February. 2012 and identified as Agreement No. AG-C-412. All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section I, SCOPE OF WORK, is hereby changed as follows: No Change. II Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: December 31, 2016 Ill Section V, PAYMENT, shall be amended as follows: No Change If you concur with this supplement and agree to the changes as stated above, please sign in the appropriate spaces below and return to this office for final action. Donald K. Nelson Operations anager By: Ad By: Nancy Backus, Mayor AL onsultant Signature Approving tHority Signature toate Date