Deferred Prosecution Agreement with PBSJ Corporation

UNITED STATES OF AMERICA 

SECURITIES AND EXCHANGE COMMISSION 

DEFERRED PROSECUTION AGREEMENT 
1. In connection with an investigation, the Division ofEnforcement ("Division") of 
the United States Securities and Exchange Commission ("Commission") alleges The 
PBSJ Corporation ("Respondent"), on or about 2009, violated Sections 30A, 13(b)(2)(A), 
and 13(b)(2)(B) 
of the Securities Exchange Act of 1934 ("Exchange Act") by making 
offers and promises 
ofpayment and other benefits to certain Qatari government officials 
in order to secure two multi-million dollar development contracts in Qatar and Morocco 
and by failing to keep accurate books and records relating to those transactions, and by 
failing to maintain internal accounting controls to ensure the transactions were recorded 
accurately and that financial statements were prepared in conformity with generally 
accepted accounting principles ("Investigation"). Prior to a public enforcement action 
being brought by the Commission against it, Respondent has offered to accept 
responsibility for its conduct and to not contest or contradict the factual statements 
contained in Paragraph 7 in any future Commission enforcement action in the event it 
breaches this Agreement. Accordingly, the Commission and the Respondent enter into 
this deferred prosecution agreement ("Agreement") on the following terms and 
conditions: 
TERM 
2. The Respondent was a corporation organized and operating under the laws 
of 
Florida and headquartered in Tampa. Throughout the relevant period, Respondent's 
common stock was registered pursuant to Section 12(g) 
of the Exchange Act and 
Respondent filed annual and quarterly reports 
as required under Section 13(a) of the 
Exchange Act and Rules 13a-1 and 13a-13 thereunder. On October 
1, 2010, WS Atkins 
plc ("Atkins") acquired Respondent. That same day, Respondent filed a Form 
15 with 
the Commission, which terminated all offerings 
of its securities and removed all 
remaining securities from registration under Section 12(g). 
3. The Respondent understands and agrees that the provisions of this Agreement are 
in full force and effect from January 22, 2015 to January 22, 2017 ("Deferred Period"), 
unless expressly stated otherwise. 
COOPERATION 
4. The Respondent, its successors, its parent, Atkins, and all Atkins subsidiaries 
(collectively "Related Entities") agree to cooperate fully and truthfully in the 
Investigation and any other related enforcement litigation or proceeding to which the 
Commission is a party (the 
" Proceedings"), regardless 
ofthe time period in which the 
cooperation is required. In addition, the Respondent and Related Entities agree 
to 
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cooperate fully and truthfully, when directed by the Division's staff, in an official 
investigation or proceeding by any federal, state, or self-regulatory organization (" Other 
Proceedings"). The full, truthful, and continuing cooperation 
of the Respondent and 
Related Entities shall include, but not be limited to: 
a. producing, in a responsive and prompt manner, all non-privileged 
documents, information, and other materials to the Commission as requested by the 
Division's staff, wherever located, in the possession, custody, or control 
of the 
Respondent or any 
of its Related Entities; 
b. using its best efforts to secure the full, truthful, and continuing 
cooperation, as defined in Paragraph 5, 
ofcurrent and former directors, officers, 
employees and agents, including making these persons available, when requested to 
do so 
by the Division's staff, at  its expense, for interviews and the provision oftestimony in the 
investigation, trial and other judicial proceedings in connection with the Proceedings or 
Other Proceedings; and 
c. entering into tolling agreements, when requested to do so by the 
Division's staff, during the period 
of cooperation. 
5. The full, truthful, and continuing cooperation of each person described in 
Paragraph 4 above will be subject to the procedures and protections 
of this paragraph, 
and shall include, but not be limited to: 
a. producing all non-privileged documents and other materials as requested 
by the Division's staff; 
b. appearing for interviews, at such times and places, as requested by the 
Division's staff; 
c. responding to all inquiries, when requested to do so by the Division's 
staff, in connection with the Proceedings or Other Proceedings; and 
d. testifying at trial and other judicial proceedings, when requested to do so 
by the Division's staff, in connection with the Proceedings or Other Proceedings. 
STATUTE OF LIMITATIONS 
6. The Respondent agrees that the running of any statute of limitations applicable to 
any action or proceeding against it authorized, instituted, or brought by or on behalf of 
the Commission arising out ofthe Investigation ("Proceeding"), including any sanctions 
or relief that may be imposed therein, is tolled and suspended during the Deferred Period. 
a. The Respondent and any ofits attorneys or agents shall not include the 
Deferred Period in the calculation 
ofthe running of any statute of limitations or for any 
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other time-related defense applicable to the Proceeding, including any sanctions or relief 
that may be imposed therein, in asserting or relying upon any such time-related defense. 
b. This agreement shall not affect any applicable statute 
of limitations 
defense or any other time-related defense that may be available to Respondent before the 
commencement 
ofthe Deferred Period or be construed to revive a Proceeding that may 
be barred by any applicable statute 
of limitations or any other time-related defense before 
the commencement 
ofthe Deferred Period. 
c. The running of any statute of limitations applicable to the Proceeding shall 
commence again after the end 
ofthe Deferred Period, unless there is an extension ofthe 
Deferred Period executed in writing 
by or on behalf ofthe parties hereto. 
d. This agreement shall not be construed as an admission by the Commission 
relating to the applicability 
of any statute of limitations to the Proceeding, including any 
sanctions or relief that may be imposed therein, or to the length 
of any limitations period 
that may appl
y, or to the applicability ofany other time-related defense. 
STATEMENT OF FACTS 
1 
7. If this case had gone to trial, the Commission would have presented evidence 
sufficient to prove the facts set forth in Exhibit A. 
PROHIBITIONS 
8. During the Deferred Period, the Respondent understands and agrees to comply 
with the following prohibitions: 
a. to refrain from violating the federal and state securities laws; 
b. to refrain from violating the applicable rules promulgated by any self-
regulatory organization; 
c. to refrain from seeking or accepting a U.S. federal or state tax credit or 
deduction for any civil monetary penalty paid pursuant to this Agreement; and 
d. to refrain from seeking or accepting reimbursement or indemnification 
from any source, including, but not limited to, payment made pursuant to an insurance 
policy or employment contract, with regard to any civil monetary penalty paid pursuant 
to this Agreement. 
1 
The facts set forth in thi s section are made pursuant to settlement negotiations as sociated with the 
violations alleged by the Division in Paragraph 1 ofthi s Agreement and are not binding in any other legal 
proceeding or on any other person 
or entity. 
3 


UNDERTAKINGS 

9. During the Deferred Period, the Respondent understands and agrees to perform 
the following undertakings: 
a. to provide written notification to the Division, within fourteen days, if it 
(1) has been questioned, charged, or convicted 
of an offense by any U.S. federal, state, or 
local law enforcement organization, regulatory agency, or self-regulatory organization; or 
(2) has been questioned, charged, or convicted 
of an offense by any foreign law 
enforcement organization or regulatory agency relating to any anti-bribery or securities 
law, regulation, or rule; 
b. to provide written notification to the Division, within fourteen days, if it 
has been questioned, a formal or informal complaint has been made against it, or 
disciplinary action has been taken against it by any U.S. federal, state, or local law 
enforcement organization, regulatory agency, or self-regulatory organization relating to 
any anti-bribery 
or securities law, regulation or rule; 
c. to pay disgorgement obtained or retained as a result of the violations 
alleged in Paragraph 1 in the amount 
of $2,892,504 together with prejudgment interest 
thereon in the amount of$140,371, and pay a civil penalty in the amount of$375,000 for 
a total 
of $3,407,875 within 30 days of approval ofthe Agreement by the Commission. 
Respondent may transmit payment electronically to the Commission, which will provide 
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made 
directly from a bank account via Pay.gov through the SEC website at 
http://www.sec.gov/about/offices/ofm.htm. Respondent may also pay by certified check, 
bank cashier's check, or United States postal money order payable to the Securities and 
Exchange Commission, which shall be delivered or mailed to : 
Enterprise Services Center 

Accounts Receivable Branch 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

and shall be accompanied by a letter identifying the Respondent and specifying that the 
payment is made pursuant to a deferred prosecution agreement entered into with the 
Commission on January 22, 2015, and send an additional copy 
of the letter and check in 
accordance with the service requirements 
of Paragraph 12. By making this payment, 
Respondent relinquishes all legal and equitable right, title , and interest in such funds and 
no part 
of the funds shall be returned to the Respondent. The Commission shall send the 
funds paid pursuant to this Agreement to the United States Treasury; 
d. to provide the Division with a written certification of compliance with the 
prohibitions and undertakings in this Agreement between forty-five and sixty days before 
the end of the Deferred Period; 
4 


e. to review annually and update, as appropriate, the Code of Conduct on an 
annual basis beginning on January 22, 2016; 
f. to require that each director, officer, and employee sign a certification of 
compliance with the Code of Conduct on an annual basis beginning on January 22, 2016; 
g. to conduct effective training regarding anticorruption and compliance with 
the Foreign Corrupt Practices Act ("FCPA") for (1) all current officers and managers; (2) 
all employees working in Finance, Accounting, Internal Audit, Sales, and Government 
Relations; (3) all  other employees working in positions Respondent deems to involve 
activities impacted by Respondent's policies regarding anticorruption and compliance 
with the FCPA, on or before December 31,2014, and (4) all such future employees 
within 90 days 
oftheir affiliation with Respondent; 
h. to maintain and enforce comprehensive procedures designed to address 
and prevent violations 
of the federal securities laws, including but not limited to 
compliance with the FCP A and other applicable anticorruption laws on or before January 
22,2016;and 
i. to identify and implement improved internal controls by, as necessary, 
adopting new or modifying existing internal controls, policies, and procedures designed 
to ensure the making and keeping 
of books, records, and accounts, which, in reasonable 
detail, accurately and fairly reflect the transactions and dispositions 
ofthe assets ofthe 
Respondent on or before January 22, 2016. 
PUBLIC STATEMENTS 
10. After the Deferred Period begins, January 22, 2015, the Respondent agrees not to 
take any action or to make or permit any public statement through present or future 
attorneys, employees, agents, or other persons authorized to speak for it, except in legal 
proceedings in which the Commission is not a party in litigation or otherwise, denying, 
directly or indirectly, any aspect 
ofthis Agreement or creating the impression that the 
statements in Paragraph 7 
of this Agreement are without factual basis. This paragraph is 
not intended to apply to any statement made by an individual in the course 
ofany 
criminal, civil, or regulatory proceeding initiated by the government or self-regulatory 
organization against such individual, unless such individual is  speaking on behalf 
of the 
Respondent. 
If it is determined by the Commission that a public statement by the 
Respondent or any related person contradicts in whole or in part this Agreement, at its 
sole discretion, the Commission may bring an enforcement action in accordance with 
Paragraphs 
13 through 16. 
11. Prior to issuing a press release concerning this Agreement, the Respondent agrees 
to have the text 
of the release approved by the staff of the Division. 
5 


SERVICE 

12. The Respondent agrees to serve by hand delivery or by next-day mail all written 
notices and correspondence required by or related to this Agreement to Tracy 
L. Price, 
Assistant Director, Division 
ofEnforcement, U.S. Securities and Exchange Commission, 
100 F Street, N.E., Mail Stop 5631, Washington, D.C. 20549, (202) 
55 1-4490, unless 
otherwise directed in writing by the staff 
ofthe Division. 
VIOLATION OF AGREEMENT 
13. The Respondent understands and agrees that it shall be a violation of this 
Agreement 
if it knowingly provides false or misleading information or materials in 
connection with the Proceedings or Other Proceedings. In the event of such misconduct, 
the Division will advise the Commission 
ofthe Respondent's misconduct and may make 
a criminal referral for providing false information (18 U.S.C . § 1001), contempt (18 
U.S.C. 
§§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 et seq.). 
14. The Respondent understands and agrees that it shall be a violation ofthis 
agreement if it violates the federal securities laws after entering into this agreement. It is 
further understood and agreed that should the Division determine that it has failed to 
comply with any term or condition 
of this Agreement, the Division will notify the 
Respondent or its counsel 
of the fact and provide an opportunity for the Respondent to 
make a submission consistent with the procedures set forth in the Securities Act 
of 1933 
Release No. 5310. Under these circumstances, the Division may, in its sole discretion 
and not subject to judicial review, recommend to the Commission an enforcement action 
against the Respondent for any securities law violations, including, but not limited to, the 
substantive offenses relating to the Investigation. Nothing in this agreement limits the 
Division's discretion to recommend to the Commission an enforcement action against the 
Respondent for future violations 
ofthe federal securities laws, without notice, to protect 
the public interest. 
15. The Respondent understands and agrees that in any future enforcement action 
resulting from its violation 
of the Agreement, any documents , statements, information, 
testimony, or evidence provided by it during the Proceedings or Other Proceedings, and 
any leads derived therefrom, may be used against it in future legal proceedings. 
16. In the event it breaches this Agreement, the Respondent agrees not to dispute, 
contest, or contradict the factual statements in 
Paragraph 7 above as admissions pursuant 
to Federal Rule 
of Evidence 801 ( d)(2), or their admissibility, in any future Commission 
action against it. 
COMPLIANCE WITH AGREEMENT 
17. Subject to the full, truthful, and continuing cooperation ofthe Respondent, as 
described in Paragraphs 4 and 5, and compliance by Respondent with all obligations, 
6 


prohibitions and undertakings in the Agreement during the Deferred Period, the 
Commission agrees not to bring any enforcement action or proceeding against the 
Respondent arising from the Investigation, after the conclusion 
of the Deferred Period. 
18. The Respondent understands and agrees that this Agreement does not bind other 
federal, state or self-regulatory organizations, but the Commission may, at its discretion, 
issue a letter to these organizations detailing the fact, manner, and extent 
of its 
cooperation during the Proceedings or Other Proceedings, upon the written request 
of the 
Respondent. 
19. The Respondent understands and agrees that if it sells, merges, or transfers all or 
substantially all 
of its business operations as they exist as ofthe date of this Agreement, 
whether such a sale is structured as a stock or asset sale, merger, or transfer during the 
Deferred Period, it shall include in any contract for sale, merger, or transfer a provision 
binding the purchaser/successor in interest to the obligations set forth in this Agreement. 
20. The Respondent understands and agrees that the Agreement only provides 
protection against enforcement actions arising from the Investigation and does not relate 
to any other violations or any individual or entity other than the Respondent. 
VOLUNTARY AGREEMENT 
21. The Respondent 
's decision to enter into this Agreement is freely and voluntarily 
made and is not the result 
of force, threats, assurances, promises, or representations other 
than those contained in this Agreement. 
22. The Respondent has read and understands this Agreement. Furthermore, the 
Respondent has reviewed all legal and factual aspects 
ofthis matter with its attorney and 
is fully satisfied with its attorney's legal representation. The Respondent has thoroughly 
reviewed this Agreement with its attorney and has received satisfactory explanations 
concerning each paragraph 
of the Agreement. After conferring with its attorney and 
considering all available alternatives, the Respondent has made a knowing decision to 
enter into the Agreement. 
23. The Respondent represents that its Board 
of Directors has duly authorized, in the 
resolution attached as Exhibit B , the execution and delivery 
of this Agreement, and that 
the person signing this Agreement has authority to bind the Respondent. 
7 


ENTIRETY OF AGREEMENT 

24. This Agreement constitutes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, 
if any, whether oral or written, 
relating to the subject matter herein. 
25. This Agreement cannot 
be modified except in writing, signed by the Respondent 
and a representative 
of the Commission. 
2
6. In the event an ambiguity or a question ofintent or interpretation arises, this 
Agreement shall be construed 
as if drafted jointly by the parties hereto, and no 
presumption or burden 
ofproof shall arise favoring or disfavoring the Commission or the 
Respondent 
by virtue of the authorship of any ofthe provisions of the Agreement. 
The signatories below acknowledge acceptance 
of the foregoing terms and conditions. 
RESPONDENT 
ll I\IOV6/J\e£X ~I 4­
Date 	C. Ernest Edgar IV, E q. 
The Atkins North America 
Holdings Corporation 
Senior Vice President and 
General Counsel 
4030 W. Boy Scout Boulevard 
Tampa, FL 33607 
(813) 
281 -3626 
On 
1\.lov'eM~a , ~, 20J!, c._ . BJJesr GD&~ 11.-, a person known to me, personally 
appeared before 
me and acknowledged executing the foregoing agreement with full 
authority to do 
so on behalf of rm:: ,+il~llll~ f\ioWt AMt1..1c.~ ..abrAI~RESPONDENT] as its 
(lEklt:-"1-M. t.OI.tAJ5iL [TITLE]  {and pursuant to Exhibit B the attached Resolution of 
the Board of Directors} . UJUounoiJ 
~d&tt_
-
Notary Public 

State: 

Commission number: 

Commission expiration: 

8 


RESPONDENT'S COUNSEL 
Approved as to form: 
I!A4-/Li
Date 
?· ap, sq. 
Greenb g Traurig, P .A. 
333 SE 
2nd Avenue, Suite 4400 
Miami, Florida 33131 
(305) 579-0541 
Date 	
Edward 
J. Fuhr, Esq. 
Hunton & Williams, LLP 
Riverfront Plaza, East Tower 
951 East Byrd Street 
Richmond, Virginia 23219-4074 
(804) 788-8200 
SECURITIES AND EXCHANGE COMMISSION 
DIVISION OF ENFORCEMENT 
) 
• 	Date 
Kara Novaco Brockmeyer 
FCPA Unit Chief 
9 


RESPONDENT'S COUNSEL 
Approved as to form: 
Date Mark P. Schnapp, Esq. 
Greenberg Traurig, P.A. 
333 SE 
2"d Avenue, Suite 4400 
Miami, Florida 33131 
(305) 579-0541 
Date 	
Edward 
J. Fuhr, Esq. 
Hunton & Williams, LLP 
Riverfront Plaza, East Tower 
951 East Byrd Street 
Richmond, Virginia 23219-4074 
(804) 788-8200 
SECURITIES AND EXCHANGE COMMISSION 
DIVISION OF ENFORCEMENT 
Date 	Kara Novaco Brockmeyer 
FCP A Unit 
Chief 
9 


EXHIBIT A 
STATEMENT OF FACTS
1 
If this case had gone to trial, the Commission would have presented evidence sufficient to 
establish the following facts: 
The PBSJ Corporation 
1. 	The PBSJ Corporation ("PBSJ") was an employee-owned engineering and construction 
firm incorporated in Florida and headquartered in Tampa. Through the relevant period, 
PBSJ's common stock was registered pursuant to Section 12(g) 
of the Securities 
Exchange Act 
of 1934 ("Exchange Act") and PBSJ filed annual and quarterly reports as 
required under Section 13(a) 
ofthe Exchange Act and Rules thereunder. 
2 
2. 	PBS&J International, Inc. ("PBS&J Int'l") was a wholly-owned subsidiary ofPBSJ 
headquartered and incorporated in Florida. PBS&J Int'l was a provider of engineering, 
architectural and planning services in international markets, including the Middle East. 
PBS&J Int'l currently is a subsidiary 
ofAtkins. 
3. 	The former President ofPBS&J lnt'l, Walid Hatoum ("Hatoum"), is a United States 
citizen who initially worked for PBSJ 
as an engineer from 1986 until 1990. In February 
2009, Hatoum was rehired to join PBS&J Int'l as its Director .oflnternational Marketing, 
even though his prior employment file at PBSJ had been marked "Ineligible for Rehire ." 
Although Hatoum did not formally join PBS&J Int'l until April2009, he assisted PBS&J 
lnt'l with identifying projects as early as November 2008. Hatoum was promoted to 
President 
ofPBS&J Int'l in mid-June 2009, and became an officer ofPBSJ at the same 
time. 
4. 	During 2009, PBS&J Int'l won two multi-million dollar development contracts. One 
contract was for work in Qatar and the other was for work in Morocco. Both were 
competitively solicited and approved by the Qatari Diar Real Estate Investment Company 
The facts set forth in Exhibit A are made pursuant to settlement negotiations associated with the violations 
alleged by the Division in Paragraph 1 
ofthis Deferred Prosecution Agreement and are not binding against PBSJ or 
its directors, officers, or employees, or any other person or entity in any other legal proceeding. 
On October 
1, 2010, after the conduct at issue, WS Atkins pic ("Atkins"), a public limited engineering and 
design company based in the United Kingdom and organized under the laws ofEngland and Wales, acquired PBSJ 
and all 
of its common stock. Atkins is traded on the London Stock Exchange under the symbol A TK.L. That day, 
PBSJ filed a Form 
15 with the Commission, which terminated all offerings ofits securities and removed all 
remaining securities from registration under Section 12(g). Post-acquisition, PBSJ became an indirect wholly­
owned subsidiary 
of Atkins. On April 1, 2011, PBSJ changed its name to The Atkins North America Holdings 
Corporation. 
1 


("Qatari Diar"). Qatari Diar was established by the Qatari government to coordinate the 
country's real estate development. 
5. 	PBSJ and PBS&J Int'l, through Hatoum, offered bribes to the then-Director of 
International Projects at Qatari Diar ("Foreign Official"), to secure Qatari government 
contracts by planning to funnel funds to a local company the Foreign Official owned and 
, 	
controlled ("Local Partner"). Foreign Official, a former business colleague 
ofHatoum's 
at another U.S. engineering firm, worked for Qatari Diar throughout 2009, until his 
resignation from Qatari Diar on December 21, 2009. Prior to joining PBSJ, Hatoum and 
Foreign Official discussed directing business in the Middle East to Local Partner. 
6. 	In return, Foreign Official provided PBS&J Int'l with access to confidential sealed-bid 
information and pricing information on the two government contracts that helped PBS&J 
Int'l tender bids that had a greater likelihood 
of being awarded, including a government 
contract for which the Foreign Official was the project manager. 
Offers and Promises Made to Foreign Official 
LRT Project in Qatar 
7. 	In November and December 2008, Hatoum began discussing potential employment with 
PBSJ. Even before he received a formal employment contract, Hatoum met with PBS&J 
Int'l to discuss opportunities to grow PBS&J Int'l business in the Middle East. Hatoum 
discussed projects involving Qatari Diar, including a light rail transit project in Qatar 
("the LRT Project"). 
8. 	In January 2009, Hatoum arranged for Foreign Official's brother, through Local Partner, 
to introduce PBS&J Int'l to Qatari Diar senior executives involved in the LRT Project. 
Soon after that meeting, PBS&J Int
'l decided to bid on the LRT Project. PBS&J Int'l 
added Foreign Official's company, Local Partner, on its proposal team as a subcontractor 
to handle local operations such as hiring local labor, as well as complying with bonding 
and insurance requirements. In return, Hatoum and PBS&J Int
'l agreed to pay the 
Foreign Official, through Local Partner, 40% 
of the profits realized from any LRT 
Project contract as well as reimburse its direct costs. The remaining profits were to be 
split between 
PBS&J Int'l (40%) and another U.S.-based subcontractor (20%), which 
would perform all of the planning and engineering services for the LRT project. 
9. 	At that time,  Hatoum was the only person at PBS&J Int'l who had any knowledge about 
Foreign Official's ownership interest in Local Partner. Had PBSJ conducted meaningful 
due diligence at that time, it would have discovered Foreign Official's dual role as both 
government official and third-party owner/operator 
ofLocal Partner. 
2 


10. During the bidding process, Foreign Official gave confidential sealed bid information to 
PBS&J Int'l to assist it in winning the LRT Project in return for promised payments. 
Foreign Official also made strategic and technical decisions on many aspects 
of the LRT 
Project that favored PBS&J Int'l with Hatoum's knowledge. 
11. Foreign Official used a Local Partner alias to communicate that information to Hatoum 
and other PBSJ and PBS&J Int'l employees while disguising his involvement on multiple 
conference calls and in dozens 
of emails to the United States. Hatoum was aware that 
Foreign Official was using the alias in communications with PBSJ employees, officers, 
and directors and with Qatari Diar. Hatoum flew to the Middle East to meet with Qatari 
Diar officials, including Foreign Official, to discuss 
PBS&J Int'l' s qualifications for the 
LRT Project. At the meeting, neither Foreign Official nor Hatoum informed Qatari Diar 
that Foreign Official was working for Local Partner and providing confidential 
information and other assistance to help PBS&J Int'l win the contracts. 
12. Following its initial submission, PBS&J Int'l revised its bid, based on information and 
guidance provided by the Foreign Official, to best position itself to win the LRT Project 
and to withstand possible challenges from competitors. On or about August 3,  2009, 
Qatari Diar awarded the LRT Project contract worth approximately $35.6 million to 
PBS&J Int'l. 
13. After the award, PBS&J Int'l opened a joint account with Local Partner that was 
accessible to Foreign Official's wife. PBS&J Int'l also authorized a four-year letter 
of 
credit relating to a bank guarantee in Qatar. The letter of credit was a precondition for 
receipt 
ofthe first contract payment by Qatari Diar to PBS&J Int'l, an up front, 10% 
(approximately $3.6 million) payment, which was deposited into the joint account. 
14. Once the award was received, Hatoum offered Foreign Official an "agency fee" to Local 
Partner for 1.8% 
ofthe LRT Project contract amount (equivalent to approximately 
$640,000). Additionally, PBS&J Int'l agreed to pay 
half of the salary of Foreign 
Official's wife, who worked for Local Partner. 
Design Contract in Morocco 
15. In addition to the LRT Project, Qatari Diar opened a Morocco hotel resort development 
("Morocco Project") for competitive bid. On August 7, 2009, PBS&J Int'l emailed its 
Statement 
of Qualifications for the design contract to Foreign Official, the Qatari Diar 
project manager for the Morocco Project. 
16. In October 2009, Hatoum offered payment to Foreign Official in the form of an agency 
fee to Local Partner to secure the Morocco Project. The Morocco Project was worth 
3 


approximately $25 million to PBS&J Int'l, of which the Foreign Official was offered an 
agency fee 
of3% ofthe contract amount, which equates to approximately $750,000. 
Hatoum instructed a PBS&J Int'l employee to hide the agency fee within the company's 
bid proposal by inflating other components 
of the offer for the Morocco Project. 
17. Foreign Official attended meetings with PBS&J Int'l employees to discuss the project but 
neither Foreign Official nor Hatoum told the employees that he was working for Local 
Partner. At the same time, Foreign Official, using his Local Partner alias, reviewed and 
made changes to PBS&J 
Int'l' s original bid offer via email and phone. He also made key 
technical and strategic proposal decisions throughout the bidding process and instructed 
PBS&J Int' l to lower its offer to a specific dollar amount. By doing so, he ensured 
PBS&J 
Int'l's final bid had a greater likelihood of being approved by Qatari Diar. On or 
around October 19, 2009, Qatari Diar informed PBS&J Int'l that it was awarded the 
Morocco Project. 
Red Flags 
18. PBSJ and PBS&J Int'l officers and employees ignored multiple red flags that should have 
led them to uncover the payment scheme. For example, PBS&J Int'l and PBSJ 
employees knew that Local Partner was providing them with confidential sealed bid 
information. Hatoum also informed the employees that he was obtaining information 
from someone that Hatoum described as a "good friend" and "top executive" at Qatari 
Diar. Before PBS&J Int'l submitted its bid for the Morocco Project, a PBS&J Int'l 
officer learned that the husband 
of one of the Local Partner employees was a government 
official working on the Morocco Project. The PBSJ Int'l officer learned 
of Foreign 
Official's role while attending dinner with Hatoum, Foreign Official and the Foreign 
Official's wife. In addition, a PBSJ employee knew that "agency fees" to Local Partner 
were disguised as legitimate costs within the Morocco Project bid. 
Discovery 
ofthe Payment Scheme 
19. Shortly after PBSJ Int'l was awarded the Morocco Project contract, PBSJ' s former Chief 
Operating Officer commented to 
PBSJ's then-general counsel that PBS&J Int'l was 
successful in winning two contracts in the Middle East within a fairly short period 
of 
time. PBSJ's then-general counsel asked Hatoum how he was able to win the LRT and 
Morocco Project contracts over companies with far more international experience. 
Hatoum told 
PBSJ's then-general counsel PBSJ offered "agency fees" in order to win the 
projects and, when asked, admitted there "would be a problem" 
ifthe agency fees were 
not paid. PBSJ' s then-general counsel immediately launched an investigation 
ofthis 
issue . 
4 


20. Three weeks later, in November 2009, a Qatari government official informed Hatoum 
and the then-President 
ofPBSJ that Qatari Diar had discovered Foreign Official's 
involvement in Local Partner and was rescinding PBS&J 
Int'l's contract for the Morocco 
Project. Hatoum then secretly made an offer 
ofemployment to a second Qatari foreign . 
official in return for influencing Qatari Diar to reinstate the contract. However, Qatari 
Diar refused to reinstate the contract and did not provide PBS&J Int'l any proceeds for 
the project. PBSJ suspended Hatoum in December 2009. Hatoum also began deleting 
emails and other records. 
2
1. PBS&J Int'l and Qatari Diar negotiated a termination ofthe LRT Project contract 
effective December 31,2009. In January 2010, Qatari Diar entered into a bridge contract 
with PBS&J Int'l to continue work on the LRT Project (the "Bridge Contract") until a 
replacement company could be found. Ultimately, the period 
ofperformance on the 
Bridge Contract was 
16 'h months .  PBS&J Int'l earned $2,892,504 in profits on the 
Bridge Contract. 
22. PBSJ and Qatari Diar caught Hatoum's scheme before any 
of the offered and authorized 
amounts were paid. 
Failure 
to Maintain Adequate Internal Controls 
23 . PBSJ failed to devise and maintain an adequate system ofinternal accounting controls. 
The violations involved conduct orchestrated by a high level manager at PBS&J Int
'l and 
numerous red flags were overlooked by PBSJ and PBS&J Int'l managers and employees. 
Employees were aware that they were receiving confidential information in a sealed-bid 
process from a foreign official and that their bids were inflated to conceal payments to 
Local Partner. Over a million dollars in payments were offered and authorized to Foreign 
Official through Local Partner without a system 
ofinternal accounting controls to 
identify and detect the improper transactions. PBS&J Int'l agreed to pay Local Partner 
40% 
ofthe LRT Project profits without subjecting Local Partner or its employees to any 
meaningful due diligence.  PBS&J Int'l did not request a due diligence questionnaire 
from Local Partner before it initiated its investigation into the matter, and asked no 
questions about Local Partner's purported financial statements, work experience, ability 
to perform the work it was supposed to do under the contract, external auditors, or 
owners, despite knowing that a Local Partner employee was married to a government 
official at Qatari Diar. In fact, during the period, PBSJ considered but declined adopting 
due diligence controls over its contractors and joint venture partners. 
24. As a result, PBS&J Int'l, through Hatoum, offered and authorized bribes to Foreign 
Official through Local Partner totaling approximately 
$1,390,000 to secure the LRT and 
5 


Morocco Projects, plus a portion ofany profits Local Partner realized from the LRT 
Project and partial salary to Foreign Official 
's wife. 
25. Although PBSJ offered FCPA training at PBSJ and PBS&J Int'l, the company did not 
ensure that its employees take the training prior to working on international matters. As a 
result, key PBS&J Int'l personnel on the LRT and Morocco Projects received little, 
if 
any, FCP A training during the relevant period. Hatoum received annual FCP A training 
from his previous employer. Hatoum was offered FCPA training by PBSJ on his first day 
of official employment in April2009, but did not take it. Hatoum did not receive training 
from PBSJ until after Qatari Diar cancelled the Morocco Project in November 2009. 
Failure to Maintain Books and Records 
26. PBSJ, directly and through PBS&J Int'l, failed to make and keep books, records, and 
accounts which accurately and fairly reflected PBS&J 
Int'l's transactions with Local 
Partner intended for Foreign Official. Some 
of the payments offered and authorized to 
Foreign Official were concealed within other, legitimate categories 
ofcosts within bids, 
while others were improperly described in the books and records as legitimate transaction 
cost
s. PBSJ failed to accurately disclose in its books and records that the joint account 
entered into with Local Partner would benefit Foreign Official. 
Self-Report, Remedial Measures and Cooperation 
27. PBSJ conducted an internal investigation. PBSJ self-reported its preliminary findings 
of 
the conduct to staff ofthe Division ofEnforcement ("Division") and the Department of 
Justice ("DOJ"). 
28. PBSJ also took immediate steps to end the misconduct. PBSJ suspended Hatoum in 
December 2009 and later reprimanded four other employees that missed red flags that 
should have alerted them to the illegal activity. PBSJ also withdrew all proposals in the 
Middle East initiated during Hatoum's tenure with PBS&J Int'l. PBSJ reviewed its pre­
existing compliance program and revised and enhanced its compliance program, 
including, in part, adoption of: (1) a detailed due diligence questionnaire for contractors, 
sponsors, and agents; (2) an enhanced 
FCP A compliance program with mandatory annual 
training for employees and third-party agents; (3) an international compliance oversight 
committee at the corporate level; and (4) an annual 
FCPA compliance audit. 
6 


29. PBSJ ultimately provided substantial cooperation to the staff of the Division, including: 
voluntarily producing documents and disclosing information to the staff; voluntarily 
making witnesses available for interviews; and allowing its then-general counsel to 
interview with staff; and providing factual chronologies, timelines, internal interview 
summaries, and full forensic images 
ofdata. 
7 


EXHIBITB 


UNANIMOUS WRITTEN CONSENT 

OF 

THE BOARD OF DIRECTORS 

OF 

THE ATKINS NORTH AMERICA HOLDINGS CORPORATION 

November 19,2014 
The undersigned,  being all 
of the members of the Board of Directors (the "Board") of 
The Atkins North America Holdings Corporation, formerly known as The PBSJ Corporation, a 
Florida corporation (the "Corporation"), pursuant to the provisions 
of the Florida Business 
Corporation Act, 
do hereby waive all formal requirements,  including the necessity of holding a 
formal meeting, and any requirement that notice 
of such meeting be given and do hereby agree 
that when the undersigned have signed this consent (the "Consent"), the resolutions set forth 
below shall be deemed to have been adopted to the same extent and to have the same force and 
effect as if adopted at a formal meeting 
of the Board of the Corporation duly called and held for 
the purpose 
of acting upon proposals to adopt such resolutions. 
WHEREAS, the Corporation, through counsel, has been engaged in discussions with the 
staff 
of the Securities and Exchange Commission (the "SEC") regarding its investigation into 
potential civil claims relating to the Foreign Corrupt Practices Act (the "FCPA Matters") ; 
WHEREAS, in order to resolve the PCP A Matters, it is proposed that the Corporation 
enter into a Deferred Prosecution Agreement with the SEC (the "DPA"); 
WHEREAS, the Board has thoroughly reviewed the DP A; 
WHEREAS, the Board has been advised by the Corporation's General Counsel of the 
Corporation's rights, possible defenses to the FCPA Matters, the consequences 
of entering into 
the DPA, and the alternatives to entering into the DPA, and has received counsel's advice with 
respect 
to those matters; and 
WHEREAS, the Board has determined that it is in the best interests of the Company to 
enter into the DP 
A; 
NOW, IT IS THEREFORE, 
RESOLVED, 
the Corporation agrees to enter into a DP A with the SEC in substantially 
the form reviewed 
by the Board; and it is 
FURTHER RESOLVED, the Corporation's General Counsel is authorized to execute 
the DP A in substantially the same form as reviewed by the Board, with such changes as the 
General Counsel may approve; and it 
is 
FURTHER RESOLVED, that this Consent may be executed in several counterparts and 
by facsimile, electronic and or other format and all so executed shall constitute one 
Consent, 

shall be binding on all the parties hereto, notwithstanding that all the parties are not signatories to 
the original or same counterpart and, further, that any such facsimile, electronic or other copy 
of 
this Consent and all signatures thereon shall be deemed an original and any person may rely 
upon such copy 
ofthis Consent in determining the validity ofthe actions taken hereunder. 
IN WITNESS WHEREOF, the undersigned have executed this unanimous written 
Consent as 
ofthe date first set forth above for the purpose ofgiving consent thereto. 
DIRECTORS: 
~~b~--
L. Joe Boyer, Chair 
Michael 
M. Newton 
C. Ernest Edgar IV 

shall be binding on all the parties hereto, notwithstanding that all the parties are not signatories to 
the original or same counterpart and, further, that any such facsimi le, electronic or other copy of 
this Consent and all signatures thereon shall be deemed an original and  any person may rely 
upon such copy 
of this Consent in determining the validity of the actions taken hereunder. 
IN WITNESS WHEREOF, the undersigned have executed this unanimous written 
Consent 
as of the date first set forth above for the purpose of giving consent thereto. 
DIRECTORS: 
L.. Joe Boyer, Chair 
jk.£ ~·~ 

UNITED STATES OF AMERICA 

SECURITIES AND EXCHANGE COMMISSION 


DEFERRED PROSECUTION AGREEMENT 

1. In connection with an investigation, the Division of Enforcement ("Division") of 
the United States Securities and Exchange Commission ("Commission") alleges The 
PBSJ Corporation ("Respondent"), on or about 2009, violated Sections 30A, 13(b)(2)(A), 
and 13(b)(2)(B) of the Securities Exchange Act of 1934 ("Exchange Act") by making 
offers and promises ofpayment and other benefits to certain Qatari government officials 
in order to secure two multi-million dollar development contracts in Qatar and Morocco 
and by failing to keep accurate books and records relating to those transactions, and by 
failing to maintain internal accounting controls to ensure the transactions were recorded 
accurately and that financial statements were prepared in conformity with generally 
accepted accounting principles ("Investigation"). Prior to a public enforcement action 
being brought by the Commission against it, Respondent has offered to accept 
responsibility for its conduct and to not contest or contradict the factual statements 
contained in Paragraph 7 in any future Commission enforcement action in the event it 
breaches this Agreement. Accordingly, the Commission and the Respondent enter into 
this deferred prosecution agreement ("Agreement") on the following terms and 
conditions: 

TERM 

2. The Respondent was a corporation organized and operating under the laws of 
Florida and headquartered in Tampa. Throughout the relevant period, Respondent's 
common stock was registered pursuant to Section 12(g) of the Exchange Act and 
Respondent filed annual and quarterly reports as required under Section 13(a) of the 
Exchange Act and Rules 13a-1 and 13a-13 thereunder. On October 1, 2010, WS Atkins 
plc ("Atkins") acquired Respondent. That same day, Respondent filed a Form 15 with 
the Commission, which terminated all offerings of its securities and removed all 
remaining securities from registration under Section 12(g). 

3. The Respondent understands and agrees that the provisions of this Agreement are 
in full force and effect from January 22, 2015 to January 22, 2017 ("Deferred Period"), 
unless expressly stated otherwise. 

COOPERATION 

4. The Respondent, its successors, its parent, Atkins, and all Atkins subsidiaries 
(collectively "Related Entities") agree to cooperate fully and truthfully in the 
Investigation and any other related enforcement litigation or proceeding to which the 
Commission is a party (the " Proceedings"), regardless of the time period in which the 
cooperation is required. In addition, the Respondent and Related Entities agree to 

1 




cooperate fully and truthfully, when directed by the Division's staff, in an official 
investigation or proceeding by any federal, state, or self-regulatory organization (" Other 
Proceedings"). The full, truthful, and continuing cooperation of the Respondent and 
Related Entities shall include, but not be limited to: 

a. producing, in a responsive and prompt manner, all non-privileged 
documents, information, and other materials to the Commission as requested by the 
Division's staff, wherever located, in the possession, custody, or control of the 
Respondent or any of its Related Entities; 

b. using its best efforts to secure the full, truthful, and continuing 
cooperation, as defined in Paragraph 5, of current and former directors, officers, 
employees and agents, including making these persons available, when requested to do so 
by the Division's staff, at its expense, for interviews and the provision oftestimony in the 
investigation, trial and other judicial proceedings in connection with the Proceedings or 
Other Proceedings; and 

c. entering into tolling agreements, when requested to do so by the 
Division's staff, during the period of cooperation. 

5. The full, truthful, and continuing cooperation of each person described in 
Paragraph 4 above will be subject to the procedures and protections of this paragraph, 
and shall include, but not be limited to: 

a. producing all non-privileged documents and other materials as requested 
by the Division's staff; 

b. appearing for interviews, at such times and places, as requested by the 
Division's staff; 

c. responding to all inquiries, when requested to do so by the Division's 
staff, in connection with the Proceedings or Other Proceedings; and 

d. testifying at trial and other judicial proceedings, when requested to do so 
by the Division's staff, in connection with the Proceedings or Other Proceedings. 

STATUTE OF LIMITATIONS 

6. The Respondent agrees that the running of any statute of limitations applicable to 
any action or proceeding against it authorized, instituted, or brought by or on behalf of 
the Commission arising out of the Investigation ("Proceeding"), including any sanctions 
or relief that may be imposed therein, is tolled and suspended during the Deferred Period. 

a. The Respondent and any of its attorneys or agents shall not include the 
Deferred Period in the calculation of the running of any statute of limitations or for any 

2 




other time-related defense applicable to the Proceeding, including any sanctions or relief 
that may be imposed therein, in asserting or relying upon any such time-related defense. 

b. This agreement shall not affect any applicable statute of limitations 
defense or any other time-related defense that may be available to Respondent before the 
commencement of the Deferred Period or be construed to revive a Proceeding that may 
be barred by any applicable statute of limitations or any other time-related defense before 
the commencement of the Deferred Period. 

c. The running of any statute of limitations applicable to the Proceeding shall 
commence again after the end of the Deferred Period, unless there is an extension of the 
Deferred Period executed in writing by or on behalf of the parties hereto. 

d. This agreement shall not be construed as an admission by the Commission 
relating to the applicability of any statute of limitations to the Proceeding, including any 
sanctions or relief that may be imposed therein, or to the length of any limitations period 
that may apply, or to the applicability of any other time-related defense. 

STATEMENT OF FACTS 1 

7. If this case had gone to trial, the Commission would have presented evidence 
sufficient to prove the facts set forth in Exhibit A. 

PROHIBITIONS 

8. During the Deferred Period, the Respondent understands and agrees to comply 
with the following prohibitions: 

a. to refrain from violating the federal and state securities laws; 

b. to refrain from violating the applicable rules promulgated by any self-
regulatory organization; 

c. to refrain from seeking or accepting a U.S. federal or state tax credit or 
deduction for any civil monetary penalty paid pursuant to this Agreement; and 

d. to refrain from seeking or accepting reimbursement or indemnification 
from any source, including, but not limited to, payment made pursuant to an insurance 
policy or employment contract, with regard to any civil monetary penalty paid pursuant 
to this Agreement. 

1 The facts set forth in thi s section are made pursuant to settlement negotiations associated with the 
violations alleged by the Division in Paragraph 1 of thi s Agreement and are not binding in any other legal 
proceeding or on any other person or entity. 

3 




UNDERTAKINGS 


9. During the Deferred Period, the Respondent understands and agrees to perform 
the following undertakings: 

a. to provide written notification to the Division, within fourteen days, if it 
(1) has been questioned, charged, or convicted of an offense by any U.S. federal, state, or 
local law enforcement organization, regulatory agency, or self-regulatory organization; or 
(2) has been questioned, charged, or convicted of an offense by any foreign law 
enforcement organization or regulatory agency relating to any anti-bribery or securities 
law, regulation, or rule; 

b. to provide written notification to the Division, within fourteen days, if it 
has been questioned, a formal or informal complaint has been made against it, or 
disciplinary action has been taken against it by any U.S. federal, state, or local law 
enforcement organization, regulatory agency, or self-regulatory organization relating to 
any anti-bribery or securities law, regulation or rule; 

c. to pay disgorgement obtained or retained as a result of the violations 
alleged in Paragraph 1 in the amount of $2,892,504 together with prejudgment interest 
thereon in the amount of$140,371, and pay a civil penalty in the amount of$375,000 for 
a total of $3,407,875 within 30 days of approval of the Agreement by the Commission. 
Respondent may transmit payment electronically to the Commission, which will provide 
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made 
directly from a bank account via Pay.gov through the SEC website at 
http://www.sec.gov/about/offices/ofm.htm. Respondent may also pay by certified check, 
bank cashier's check, or United States postal money order payable to the Securities and 
Exchange Commission, which shall be delivered or mailed to : 

Enterprise Services Center 

Accounts Receivable Branch 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 


and shall be accompanied by a letter identifying the Respondent and specifying that the 
payment is made pursuant to a deferred prosecution agreement entered into with the 
Commission on January 22, 2015, and send an additional copy of the letter and check in 
accordance with the service requirements of Paragraph 12. By making this payment, 
Respondent relinquishes all legal and equitable right, title , and interest in such funds and 
no part of the funds shall be returned to the Respondent. The Commission shall send the 
funds paid pursuant to this Agreement to the United States Treasury; 

d. to provide the Division with a written certification of compliance with the 
prohibitions and undertakings in this Agreement between forty-five and sixty days before 
the end of the Deferred Period; 

4 


http://www.sec.gov/about/offices/ofm.htm


e. to review annually and update, as appropriate, the Code of Conduct on an 
annual basis beginning on January 22, 2016; 

f. to require that each director, officer, and employee sign a certification of 
compliance with the Code of Conduct on an annual basis beginning on January 22, 2016; 

g. to conduct effective training regarding anticorruption and compliance with 
the Foreign Corrupt Practices Act ("FCPA") for (1) all current officers and managers; (2) 
all employees working in Finance, Accounting, Internal Audit, Sales, and Government 
Relations; (3) all other employees working in positions Respondent deems to involve 
activities impacted by Respondent's policies regarding anticorruption and compliance 
with the FCPA, on or before December 31,2014, and (4) all such future employees 
within 90 days of their affiliation with Respondent; 

h. to maintain and enforce comprehensive procedures designed to address 
and prevent violations of the federal securities laws, including but not limited to 
compliance with the FCP A and other applicable anticorruption laws on or before January 
22,2016;and 

i. to identify and implement improved internal controls by, as necessary, 
adopting new or modifying existing internal controls, policies, and procedures designed 
to ensure the making and keeping of books, records, and accounts, which, in reasonable 
detail, accurately and fairly reflect the transactions and dispositions of the assets of the 
Respondent on or before January 22, 2016. 

PUBLIC STATEMENTS 

10. After the Deferred Period begins, January 22, 2015, the Respondent agrees not to 
take any action or to make or permit any public statement through present or future 
attorneys, employees, agents, or other persons authorized to speak for it, except in legal 
proceedings in which the Commission is not a party in litigation or otherwise, denying, 
directly or indirectly, any aspect ofthis Agreement or creating the impression that the 
statements in Paragraph 7 of this Agreement are without factual basis. This paragraph is 
not intended to apply to any statement made by an individual in the course of any 
criminal, civil, or regulatory proceeding initiated by the government or self-regulatory 
organization against such individual, unless such individual is speaking on behalf of the 
Respondent. If it is determined by the Commission that a public statement by the 
Respondent or any related person contradicts in whole or in part this Agreement, at its 
sole discretion, the Commission may bring an enforcement action in accordance with 
Paragraphs 13 through 16. 

11. Prior to issuing a press release concerning this Agreement, the Respondent agrees 
to have the text of the release approved by the staff of the Division. 

5 




SERVICE 


12. The Respondent agrees to serve by hand delivery or by next-day mail all written 
notices and correspondence required by or related to this Agreement to Tracy L. Price, 
Assistant Director, Division ofEnforcement, U.S. Securities and Exchange Commission, 
100 F Street, N.E., Mail Stop 5631, Washington, D.C. 20549, (202) 55 1-4490, unless 
otherwise directed in writing by the staff of the Division. 

VIOLATION OF AGREEMENT 

13. The Respondent understands and agrees that it shall be a violation of this 
Agreement if it knowingly provides false or misleading information or materials in 
connection with the Proceedings or Other Proceedings. In the event of such misconduct, 
the Division will advise the Commission of the Respondent's misconduct and may make 
a criminal referral for providing false information (18 U.S.C . § 1001), contempt (18 
U.S.C. §§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 et seq.). 

14. The Respondent understands and agrees that it shall be a violation ofthis 
agreement if it violates the federal securities laws after entering into this agreement. It is 
further understood and agreed that should the Division determine that it has failed to 
comply with any term or condition of this Agreement, the Division will notify the 
Respondent or its counsel of the fact and provide an opportunity for the Respondent to 
make a submission consistent with the procedures set forth in the Securities Act of 1933 
Release No. 5310. Under these circumstances, the Division may, in its sole discretion 
and not subject to judicial review, recommend to the Commission an enforcement action 
against the Respondent for any securities law violations, including, but not limited to, the 
substantive offenses relating to the Investigation. Nothing in this agreement limits the 
Division's discretion to recommend to the Commission an enforcement action against the 
Respondent for future violations of the federal securities laws, without notice, to protect 
the public interest. 

15. The Respondent understands and agrees that in any future enforcement action 
resulting from its violation of the Agreement, any documents , statements, information, 
testimony, or evidence provided by it during the Proceedings or Other Proceedings, and 
any leads derived therefrom, may be used against it in future legal proceedings. 

16. In the event it breaches this Agreement, the Respondent agrees not to dispute, 
contest, or contradict the factual statements in Paragraph 7 above as admissions pursuant 
to Federal Rule of Evidence 801 ( d)(2), or their admissibility, in any future Commission 
action against it. 

COMPLIANCE WITH AGREEMENT 

17. Subject to the full, truthful, and continuing cooperation of the Respondent, as 
described in Paragraphs 4 and 5, and compliance by Respondent with all obligations, 

6 




prohibitions and undertakings in the Agreement during the Deferred Period, the 
Commission agrees not to bring any enforcement action or proceeding against the 
Respondent arising from the Investigation, after the conclusion of the Deferred Period. 

18. The Respondent understands and agrees that this Agreement does not bind other 
federal, state or self-regulatory organizations, but the Commission may, at its discretion, 
issue a letter to these organizations detailing the fact, manner, and extent of its 
cooperation during the Proceedings or Other Proceedings, upon the written request of the 
Respondent. 

19. The Respondent understands and agrees that if it sells, merges, or transfers all or 
substantially all of its business operations as they exist as of the date of this Agreement, 
whether such a sale is structured as a stock or asset sale, merger, or transfer during the 
Deferred Period, it shall include in any contract for sale, merger, or transfer a provision 
binding the purchaser/successor in interest to the obligations set forth in this Agreement. 

20. The Respondent understands and agrees that the Agreement only provides 
protection against enforcement actions arising from the Investigation and does not relate 
to any other violations or any individual or entity other than the Respondent. 

VOLUNTARY AGREEMENT 

21. The Respondent 's decision to enter into this Agreement is freely and voluntarily 
made and is not the result of force, threats, assurances, promises, or representations other 
than those contained in this Agreement. 

22. The Respondent has read and understands this Agreement. Furthermore, the 
Respondent has reviewed all legal and factual aspects of this matter with its attorney and 
is fully satisfied with its attorney's legal representation. The Respondent has thoroughly 
reviewed this Agreement with its attorney and has received satisfactory explanations 
concerning each paragraph of the Agreement. After conferring with its attorney and 
considering all available alternatives, the Respondent has made a knowing decision to 
enter into the Agreement. 

23. The Respondent represents that its Board of Directors has duly authorized, in the 
resolution attached as Exhibit B , the execution and delivery of this Agreement, and that 
the person signing this Agreement has authority to bind the Respondent. 

7 




ENTIRETY OF AGREEMENT 


24. This Agreement constitutes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, if any, whether oral or written, 
relating to the subject matter herein. 

25. This Agreement cannot be modified except in writing, signed by the Respondent 
and a representative of the Commission. 

26. In the event an ambiguity or a question of intent or interpretation arises, this 
Agreement shall be construed as if drafted jointly by the parties hereto, and no 
presumption or burden ofproof shall arise favoring or disfavoring the Commission or the 
Respondent by virtue of the authorship of any of the provisions of the Agreement. 

The signatories below acknowledge acceptance of the foregoing terms and conditions. 

RESPONDENT 

ll I\IOV6/J\e£X ~I 4­
Date 	 C. Ernest Edgar IV, E q. 

The Atkins North America 
Holdings Corporation 
Senior Vice President and 
General Counsel 
4030 W. Boy Scout Boulevard 
Tampa, FL 33607 
(813) 281 -3626 

On 1\.lov'eM~a , ~, 20J!, c._ . BJJesr GD&~ 11.- , a person known to me, personally 
appeared before me and acknowledged executing the foregoing agreement with full 
authority to do so on behalf of rm:: ,+il~llll~ f\ioWt AMt1..1c.~ ..abrAI~RESPONDENT] as its 

(lEklt:-"1-M. t.OI.tAJ5iL [TITLE] {and pursuant to Exhibit B the attached Resolution of 
the Board of Directors} . UJUounoiJ 

~d&tt_-Notary Public 

State: 

Commission number: 

Commission expiration: 


8 


http:AMt1..1c


RESPONDENT'S COUNSEL 

Approved as to form: 

I!A4-/Li
Date ?· ap, sq. 

Greenb g Traurig, P .A. 
333 SE 2nd Avenue, Suite 4400 
Miami, Florida 33131 
(305) 579-0541 

Date 	 Edward J. Fuhr, Esq. 
Hunton & Williams, LLP 
Riverfront Plaza, East Tower 
951 East Byrd Street 
Richmond, Virginia 23219-4074 
(804) 788-8200 

SECURITIES AND EXCHANGE COMMISSION 
DIVISION OF ENFORCEMENT 

) 

• 	 Date Kara Novaco Brockmeyer 
FCPA Unit Chief 

9 




RESPONDENT'S COUNSEL 

Approved as to form: 

Date Mark P. Schnapp, Esq. 
Greenberg Traurig, P.A. 
333 SE 2"d Avenue, Suite 4400 
Miami, Florida 33131 
(305) 579-0541 

Date 	 Edward J. Fuhr, Esq. 
Hunton & Williams, LLP 
Riverfront Plaza, East Tower 
951 East Byrd Street 
Richmond, Virginia 23219-4074 
(804) 788-8200 

SECURITIES AND EXCHANGE COMMISSION 
DIVISION OF ENFORCEMENT 

Date 	 Kara Novaco Brockmeyer 
FCP A Unit Chief 

9 




EXHIBIT A 

STATEMENT OF FACTS1 

If this case had gone to trial, the Commission would have presented evidence sufficient to 
establish the following facts: 

The PBSJ Corporation 

1. 	 The PBSJ Corporation ("PBSJ") was an employee-owned engineering and construction 
firm incorporated in Florida and headquartered in Tampa. Through the relevant period, 
PBSJ's common stock was registered pursuant to Section 12(g) of the Securities 
Exchange Act of 1934 ("Exchange Act") and PBSJ filed annual and quarterly reports as 
required under Section 13(a) ofthe Exchange Act and Rules thereunder. 2 

2. 	 PBS&J International, Inc. ("PBS&J Int'l") was a wholly-owned subsidiary ofPBSJ 
headquartered and incorporated in Florida. PBS&J Int'l was a provider of engineering, 
architectural and planning services in international markets, including the Middle East. 
PBS&J Int'l currently is a subsidiary ofAtkins. 

3. 	 The former President ofPBS&J lnt'l, Walid Hatoum ("Hatoum"), is a United States 
citizen who initially worked for PBSJ as an engineer from 1986 until 1990. In February 
2009, Hatoum was rehired to join PBS&J Int'l as its Director .oflnternational Marketing, 
even though his prior employment file at PBSJ had been marked "Ineligible for Rehire ." 
Although Hatoum did not formally join PBS&J Int'l until April2009, he assisted PBS&J 
lnt' l with identifying projects as early as November 2008. Hatoum was promoted to 
President ofPBS&J Int'l in mid-June 2009, and became an officer ofPBSJ at the same 
time. 

4. 	 During 2009, PBS&J Int'l won two multi-million dollar development contracts. One 
contract was for work in Qatar and the other was for work in Morocco. Both were 
competitively solicited and approved by the Qatari Diar Real Estate Investment Company 

The facts set forth in Exhibit A are made pursuant to settlement negotiations associated with the violations 
alleged by the Division in Paragraph 1 of this Deferred Prosecution Agreement and are not binding against PBSJ or 
its directors, officers, or employees, or any other person or entity in any other legal proceeding. 

On October 1, 2010, after the conduct at issue, WS Atkins pic ("Atkins"), a public limited engineering and 
design company based in the United Kingdom and organized under the laws ofEngland and Wales, acquired PBSJ 
and all of its common stock. Atkins is traded on the London Stock Exchange under the symbol A TK.L. That day, 
PBSJ filed a Form 15 with the Commission, which terminated all offerings of its securities and removed all 
remaining securities from registration under Section 12(g). Post-acquisition, PBSJ became an indirect wholly­
owned subsidiary of Atkins. On April 1, 2011, PBSJ changed its name to The Atkins North America Holdings 

Corporation. 

1 




("Qatari Diar"). Qatari Diar was established by the Qatari government to coordinate the 
country's real estate development. 

5. 	 PBSJ and PBS&J Int'l, through Hatoum, offered bribes to the then-Director of 
International Projects at Qatari Diar ("Foreign Official"), to secure Qatari government 
contracts by planning to funnel funds to a local company the Foreign Official owned and 

, 	 controlled ("Local Partner"). Foreign Official, a former business colleague ofHatoum's 
at another U.S. engineering firm, worked for Qatari Diar throughout 2009, until his 
resignation from Qatari Diar on December 21, 2009. Prior to joining PBSJ, Hatoum and 
Foreign Official discussed directing business in the Middle East to Local Partner. 

6. 	 In return, Foreign Official provided PBS&J Int'l with access to confidential sealed-bid 
information and pricing information on the two government contracts that helped PBS&J 
Int'l tender bids that had a greater likelihood of being awarded, including a government 
contract for which the Foreign Official was the project manager. 

Offers and Promises Made to Foreign Official 

LRT Project in Qatar 

7. 	 In November and December 2008, Hatoum began discussing potential employment with 
PBSJ. Even before he received a formal employment contract, Hatoum met with PBS&J 
Int'l to discuss opportunities to grow PBS&J Int'l business in the Middle East. Hatoum 
discussed projects involving Qatari Diar, including a light rail transit project in Qatar 
("the LRT Project"). 

8. 	 In January 2009, Hatoum arranged for Foreign Official's brother, through Local Partner, 
to introduce PBS&J Int'l to Qatari Diar senior executives involved in the LRT Project. 
Soon after that meeting, PBS&J Int'l decided to bid on the LRT Project. PBS&J Int'l 
added Foreign Official's company, Local Partner, on its proposal team as a subcontractor 
to handle local operations such as hiring local labor, as well as complying with bonding 
and insurance requirements. In return, Hatoum and PBS&J Int'l agreed to pay the 
Foreign Official, through Local Partner, 40% of the profits realized from any LRT 
Project contract as well as reimburse its direct costs. The remaining profits were to be 
split between PBS&J Int'l (40%) and another U.S.-based subcontractor (20%), which 
would perform all of the planning and engineering services for the LRT project. 

9. 	 At that time, Hatoum was the only person at PBS&J Int'l who had any knowledge about 
Foreign Official's ownership interest in Local Partner. Had PBSJ conducted meaningful 
due diligence at that time, it would have discovered Foreign Official's dual role as both 
government official and third-party owner/operator ofLocal Partner. 

2 




10. During the bidding process, Foreign Official gave confidential sealed bid information to 
PBS&J Int'l to assist it in winning the LRT Project in return for promised payments. 
Foreign Official also made strategic and technical decisions on many aspects of the LRT 
Project that favored PBS&J Int'l with Hatoum's knowledge. 

11. Foreign Official used a Local Partner alias to communicate that information to Hatoum 
and other PBSJ and PBS&J Int'l employees while disguising his involvement on multiple 
conference calls and in dozens of emails to the United States. Hatoum was aware that 
Foreign Official was using the alias in communications with PBSJ employees, officers, 
and directors and with Qatari Diar. Hatoum flew to the Middle East to meet with Qatari 
Diar officials, including Foreign Official, to discuss PBS&J Int'l' s qualifications for the 
LRT Project. At the meeting, neither Foreign Official nor Hatoum informed Qatari Diar 
that Foreign Official was working for Local Partner and providing confidential 
information and other assistance to help PBS&J Int'l win the contracts. 

12. Following its initial submission, PBS&J Int'l revised its bid, based on information and 
guidance provided by the Foreign Official, to best position itself to win the LRT Project 
and to withstand possible challenges from competitors. On or about August 3, 2009, 
Qatari Diar awarded the LRT Project contract worth approximately $35.6 million to 
PBS&J Int'l. 

13. After the award, PBS&J Int'l opened a joint account with Local Partner that was 
accessible to Foreign Official's wife. PBS&J Int'l also authorized a four-year letter of 
credit relating to a bank guarantee in Qatar. The letter of credit was a precondition for 
receipt of the first contract payment by Qatari Diar to PBS&J Int'l, an up front, 10% 
(approximately $3.6 million) payment, which was deposited into the joint account. 

14. Once the award was received, Hatoum offered Foreign Official an "agency fee" to Local 
Partner for 1.8% of the LRT Project contract amount (equivalent to approximately 
$640,000). Additionally, PBS&J Int'l agreed to pay half of the salary of Foreign 
Official's wife, who worked for Local Partner. 

Design Contract in Morocco 

15. In addition to the LRT Project, Qatari Diar opened a Morocco hotel resort development 
("Morocco Project") for competitive bid. On August 7, 2009, PBS&J Int'l emailed its 
Statement of Qualifications for the design contract to Foreign Official, the Qatari Diar 
project manager for the Morocco Project. 

16. In October 2009, Hatoum offered payment to Foreign Official in the form of an agency 
fee to Local Partner to secure the Morocco Project. The Morocco Project was worth 

3 




approximately $25 million to PBS&J Int'l, of which the Foreign Official was offered an 
agency fee of3% ofthe contract amount, which equates to approximately $750,000. 
Hatoum instructed a PBS&J Int'l employee to hide the agency fee within the company's 
bid proposal by inflating other components of the offer for the Morocco Project. 

17. Foreign Official attended meetings with PBS&J Int'l employees to discuss the project but 
neither Foreign Official nor Hatoum told the employees that he was working for Local 
Partner. At the same time, Foreign Official, using his Local Partner alias, reviewed and 
made changes to PBS&J Int'l' s original bid offer via email and phone. He also made key 
technical and strategic proposal decisions throughout the bidding process and instructed 
PBS&J Int' l to lower its offer to a specific dollar amount. By doing so, he ensured 
PBS&J Int'l's final bid had a greater likelihood of being approved by Qatari Diar. On or 
around October 19, 2009, Qatari Diar informed PBS&J Int'l that it was awarded the 
Morocco Project. 

Red Flags 

18. PBSJ and PBS&J Int'l officers and employees ignored multiple red flags that should have 
led them to uncover the payment scheme. For example, PBS&J Int'l and PBSJ 
employees knew that Local Partner was providing them with confidential sealed bid 
information. Hatoum also informed the employees that he was obtaining information 
from someone that Hatoum described as a "good friend" and "top executive" at Qatari 
Diar. Before PBS&J Int'l submitted its bid for the Morocco Project, a PBS&J Int'l 
officer learned that the husband of one of the Local Partner employees was a government 
official working on the Morocco Project. The PBSJ Int'l officer learned of Foreign 
Official's role while attending dinner with Hatoum, Foreign Official and the Foreign 
Official's wife. In addition, a PBSJ employee knew that "agency fees" to Local Partner 
were disguised as legitimate costs within the Morocco Project bid. 

Discovery of the Payment Scheme 

19. Shortly after PBSJ Int'l was awarded the Morocco Project contract, PBSJ' s former Chief 
Operating Officer commented to PBSJ's then-general counsel that PBS&J Int'l was 
successful in winning two contracts in the Middle East within a fairly short period of 
time. PBSJ's then-general counsel asked Hatoum how he was able to win the LRT and 
Morocco Project contracts over companies with far more international experience. 
Hatoum told PBSJ's then-general counsel PBSJ offered "agency fees" in order to win the 
projects and, when asked, admitted there "would be a problem" if the agency fees were 
not paid. PBSJ' s then-general counsel immediately launched an investigation of this 

issue . 

4 




20. Three weeks later, in November 2009, a Qatari government official informed Hatoum 
and the then-President ofPBSJ that Qatari Diar had discovered Foreign Official's 
involvement in Local Partner and was rescinding PBS&J Int'l's contract for the Morocco 
Project. Hatoum then secretly made an offer of employment to a second Qatari foreign . 
official in return for influencing Qatari Diar to reinstate the contract. However, Qatari 
Diar refused to reinstate the contract and did not provide PBS&J Int'l any proceeds for 
the project. PBSJ suspended Hatoum in December 2009. Hatoum also began deleting 
emails and other records. 

21. PBS&J Int'l and Qatari Diar negotiated a termination of the LRT Project contract 
effective December 31,2009. In January 2010, Qatari Diar entered into a bridge contract 
with PBS&J Int'l to continue work on the LRT Project (the "Bridge Contract") until a 
replacement company could be found. Ultimately, the period of performance on the 
Bridge Contract was 16 'h months . PBS&J Int'l earned $2,892,504 in profits on the 
Bridge Contract. 

22. PBSJ and Qatari Diar caught Hatoum's scheme before any of the offered and authorized 
amounts were paid. 

Failure to Maintain Adequate Internal Controls 

23 . PBSJ failed to devise and maintain an adequate system of internal accounting controls. 
The violations involved conduct orchestrated by a high level manager at PBS&J Int'l and 
numerous red flags were overlooked by PBSJ and PBS&J Int'l managers and employees. 
Employees were aware that they were receiving confidential information in a sealed-bid 
process from a foreign official and that their bids were inflated to conceal payments to 
Local Partner. Over a million dollars in payments were offered and authorized to Foreign 
Official through Local Partner without a system of internal accounting controls to 
identify and detect the improper transactions. PBS&J Int'l agreed to pay Local Partner 
40% of the LRT Project profits without subjecting Local Partner or its employees to any 
meaningful due diligence. PBS&J Int'l did not request a due diligence questionnaire 
from Local Partner before it initiated its investigation into the matter, and asked no 
questions about Local Partner's purported financial statements, work experience, ability 
to perform the work it was supposed to do under the contract, external auditors, or 
owners, despite knowing that a Local Partner employee was married to a government 
official at Qatari Diar. In fact, during the period, PBSJ considered but declined adopting 
due diligence controls over its contractors and joint venture partners. 

24. As a result, PBS&J Int'l, through Hatoum, offered and authorized bribes to Foreign 

Official through Local Partner totaling approximately $1,390,000 to secure the LRT and 

5 




Morocco Projects, plus a portion of any profits Local Partner realized from the LRT 
Project and partial salary to Foreign Official 's wife. 

25. Although PBSJ offered FCPA training at PBSJ and PBS&J Int'l, the company did not 
ensure that its employees take the training prior to working on international matters. As a 
result, key PBS&J Int'l personnel on the LRT and Morocco Projects received little, if 
any, FCP A training during the relevant period. Hatoum received annual FCP A training 
from his previous employer. Hatoum was offered FCPA training by PBSJ on his first day 
of official employment in April2009, but did not take it. Hatoum did not receive training 
from PBSJ until after Qatari Diar cancelled the Morocco Project in November 2009. 

Failure to Maintain Books and Records 

26. PBSJ, directly and through PBS&J Int'l, failed to make and keep books, records, and 
accounts which accurately and fairly reflected PBS&J Int'l' s transactions with Local 
Partner intended for Foreign Official. Some of the payments offered and authorized to 
Foreign Official were concealed within other, legitimate categories ofcosts within bids, 
while others were improperly described in the books and records as legitimate transaction 
costs. PBSJ failed to accurately disclose in its books and records that the joint account 
entered into with Local Partner would benefit Foreign Official. 

Self-Report, Remedial Measures and Cooperation 

27. PBSJ conducted an internal investigation. PBSJ self-reported its preliminary findings of 
the conduct to staff of the Division of Enforcement ("Division") and the Department of 
Justice ("DOJ"). 

28. PBSJ also took immediate steps to end the misconduct. PBSJ suspended Hatoum in 
December 2009 and later reprimanded four other employees that missed red flags that 
should have alerted them to the illegal activity. PBSJ also withdrew all proposals in the 
Middle East initiated during Hatoum's tenure with PBS&J Int'l. PBSJ reviewed its pre­
existing compliance program and revised and enhanced its compliance program, 
including, in part, adoption of: (1) a detailed due diligence questionnaire for contractors, 
sponsors, and agents; (2) an enhanced FCP A compliance program with mandatory annual 
training for employees and third-party agents; (3) an international compliance oversight 
committee at the corporate level; and (4) an annual FCPA compliance audit. 

6 




29. PBSJ ultimately provided substantial cooperation to the staff of the Division, including: 
voluntarily producing documents and disclosing information to the staff; voluntarily 
making witnesses available for interviews; and allowing its then-general counsel to 
interview with staff; and providing factual chronologies, timelines, internal interview 
summaries, and full forensic images of data. 

7 




EXHIBITB 




UNANIMOUS WRITTEN CONSENT 

OF 


THE BOARD OF DIRECTORS 

OF 


THE ATKINS NORTH AMERICA HOLDINGS CORPORATION 


November 19,2014 

The undersigned, being all of the members of the Board of Directors (the "Board") of 
The Atkins North America Holdings Corporation, formerly known as The PBSJ Corporation, a 
Florida corporation (the "Corporation"), pursuant to the provisions of the Florida Business 
Corporation Act, do hereby waive all formal requirements, including the necessity of holding a 
formal meeting, and any requirement that notice of such meeting be given and do hereby agree 
that when the undersigned have signed this consent (the "Consent"), the resolutions set forth 
below shall be deemed to have been adopted to the same extent and to have the same force and 
effect as if adopted at a formal meeting of the Board of the Corporation duly called and held for 
the purpose of acting upon proposals to adopt such resolutions. 

WHEREAS, the Corporation, through counsel, has been engaged in discussions with the 
staff of the Securities and Exchange Commission (the "SEC") regarding its investigation into 
potential civil claims relating to the Foreign Corrupt Practices Act (the "FCPA Matters") ; 

WHEREAS, in order to resolve the PCP A Matters, it is proposed that the Corporation 
enter into a Deferred Prosecution Agreement with the SEC (the "DPA"); 

WHEREAS, the Board has thoroughly reviewed the DP A; 

WHEREAS, the Board has been advised by the Corporation's General Counsel of the 
Corporation's rights, possible defenses to the FCPA Matters, the consequences of entering into 
the DPA, and the alternatives to entering into the DPA, and has received counsel's advice with 
respect to those matters; and 

WHEREAS, the Board has determined that it is in the best interests of the Company to 
enter into the DP A; 

NOW, IT IS THEREFORE, 

RESOLVED, the Corporation agrees to enter into a DP A with the SEC in substantially 
the form reviewed by the Board; and it is 

FURTHER RESOLVED, the Corporation's General Counsel is authorized to execute 
the DP A in substantially the same form as reviewed by the Board, with such changes as the 
General Counsel may approve; and it is 

FURTHER RESOLVED, that this Consent may be executed in several counterparts and 
by facsimile, electronic and or other format and all so executed shall constitute one Consent, 



shall be binding on all the parties hereto, notwithstanding that all the parties are not signatories to 
the original or same counterpart and, further, that any such facsimile, electronic or other copy of 
this Consent and all signatures thereon shall be deemed an original and any person may rely 
upon such copy of this Consent in determining the validity ofthe actions taken hereunder. 

IN WITNESS WHEREOF, the undersigned have executed this unanimous written 
Consent as of the date first set forth above for the purpose of giving consent thereto. 

DIRECTORS: 

~~b~--
L. Joe Boyer, Chair 

Michael M. Newton 

C. Ernest Edgar IVshall be binding on all the parties hereto, notwithstanding that all the parties are not signatories to 
the original or same counterpart and, further, that any such facsimi le, electronic or other copy of 
this Consent and all signatures thereon shall be deemed an original and any person may rely 
upon such copy of this Consent in determining the validity of the actions taken hereunder. 

IN WITNESS WHEREOF, the undersigned have executed this unanimous written 
Consent as of the date first set forth above for the purpose of giving consent thereto. 

DIRECTORS: 

L.. Joe Boyer, Chair 

jk.£ ~·~