Agenda 07/27/2010 Item #16E 7Agenda Item No. 16E7
July 27, 2010
Page 1 of 20
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign the Assumption
Agreement from James Lee Witt Associates, a part of Global Options Group, Inc.,
to Witt Group Holdings, LLC, for disaster recovery assistance.
OBJECTIVE: To complete the assignment of the agreement from the original party, James Lee
Witt Associates, a part of Global Options Group, Inc. ( "JLWA "), to Witt Group Holdings, LLC
( "Witt Group ").
CONSIDERATIONS: The original contract, #06 -4056 "Disaster Recovery Assistance ", was
dated February 13, 2007, and approved by the BCC as Agenda Item 16.C.2. The Contract was
by and between Collier County and JLWA. The Public Utilities department utilizes the services
provided under this contract.
Subsequently, Witt Group purchased the assets of JLWA on May 13, 2010. County staff was
notified on June 30, 2010, of the asset purchase. Following the Procurement Administration
Procedures, staff has acquired the necessary documents from Witt Group which have been
reviewed and approved by the County Attorney. The Purchasing Department is recommending
approval of the assumption of this Contract by the new firm.
FISCAL IMPACT: There is no fiscal impact
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with
this Executive Summary.
LEGAL CONSIDERATIONS: The Assumption Agreement has been reviewed by the County
Attorney and is legally sufficient for Board action. -JAK
RECOMMENDATION: That the Board of County Commissioners approves and authorizes the
Chairman to sign the Assumption Agreement JLWA to Witt Group Holdings, LLC, for disaster
recovery assistance.
PREPARED BY: Diana De Leon, Contracts Technician, Purchasing Department
Agenda Item No. 16117
July 27, 2010
Page 2 of 20
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number: 16E7
Item Summary: Recommendation to approve and authorize the Chairman to sign the Assumption Agreement
from James Lee Witt Associates, a part of Global Options Group, Inc., to Witt Group
Holdings, LLC, for disaster recovery assistance.
Meeting Date: 7/27/2010 9:00.00 AM
Prepared By
Diana DeLeon
Contracts Technician
Date
Administrative Services
Division
Purchasing & General Services
7/6/2010 9:55:47 AM
Approved By
Steve Carnell
Director - Purchasing /General Services
Date
Administrative Services
Division
Purchasing & General Services
7/1012010 6:51 AM
Approved By
Kelsey Ward
Manager - Contracts Administration
Date
Administrative Services
Division
Purchasing & General Services
71/2/2010 6:35 AM
Approved By
Len Golden Price
Administrator - Administrative Services
Date
Administrative Services
Division
Administrative Services Division
7/1312010 10:16 PM
Approved By
OMB Coordinator
Date
County Manager's Office
Office of Management & Budget
7/141201011-21 AM
Approved By
- ^crew Stanley
r:z;"agei ,raps
mate
Office of Management &
Budget
a
Office of Management & Budget
7115"2010 10:04 AM
Approved By
Mark Isackson
ManagementlBudget A. ;r -lysl, Senior
Date
Office of M,anaeement &
Budget
Office of Management & BL;dget
7/17/2010 1:11 PM
Aganea Item No. 1GE7
July 27, 2010
Page 3 of 20
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of , 2010, by
and between Witt Group Holdings, LLC ( "Witt Group ") and Collier County, a political
subdivision of the State of Florida ( "County ").
WHEREAS, the Collier County Board of County Commissioners entered into an
Agreement dated February 13, 2007, with James Lee Witt Associates, a part of GlobalOptions
Group, Inc. (the "Consultant ") for Disaster Recovery Assistance (attached hereto as Exhibit A,
and hereinafter referred to as the "Agreement "); and
WHEREAS, Witt Group hereby represents to Collier County that by virtue of an asset
purchase agreement Witt Group is the successor in interest to James Lee Witt Associates, a part
of GlobalOptions Group, Inc., in relation to the Agreement; and
WHEREAS, the parties wish to formalize Witt Group's assumption of rights and
obligations under the Agreement effective as of the date first above written.
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, it is agreed as follows:
1. Witt Group accepts and assumes all rights, duties, benefits, and obligations of the
Consultant under the Agreement, including all existing and future obligations to pay and perform
under the Agreement.
2. Witt Group will promptly deliver to County evidence of insurance consistent with
Section 27 of Appendix A, General Terms & Conditions, of the Agreement.
3. Except as expressly stated, no further supplements to, or modifications of, the
Agreement are contemplated by the parties.
4. Notice required under the Agreement to be sent to Consultant shall be directed to:
Witt Group Holdings, LLC
1501 M Street, NW, 5's Floor
Washineton DC 20005
Attention: Nathan Weinman
Director of Contracts and Compliance
Email: nweinman(c)wittassociates.com Fax: 202 - 470 -2020
5. The County hereby consents to Witt Group's assumption of the Agreement. No
waivers of performance or extensions of time to perform are granted or authorized. The County
will treat Witt Group as the Consultant for all purposes under the Agreement.
Agenda Item No. 16E7
July 27, 2010
Page 4 of 20
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
COLLIER COUNTY:
ATTEST:
DWIGHT E. BROCK, Clerk
By:
Deputy Clerk
Witt Group Holdings, LLC
By:
Nathan Weinman
Date:
ApprovIdlal to fob legal sufficiency:
By: -W-,i /ti Kl
Jeffrey A. atzkow
county ;Attomey 0
2
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Fred W. Coyle, CHAIRMAN
Attest:
Date:
Corporate Secretary
Agenda Item No. 16E7
July 27, 2010
Page 5 of 20
AGREEMENT €106 -4056
for
Disaster Recovery Assistance
This Agreement ( "Agreement") dated this I `-� h day of �E z -w
2007 is between Collier County, Florida ( "Client "), located at 3301 East Tamiat Trail,
Building F, Naples, Florida 34112 and James Lee Witt Associates, a part of Global
Options Group, Inc. ( "Consultant "), located at 1615 L Street, NW, Suite 300,
Washington, DC 20036.
Whereas, Consultant is in the business of providing certain consulting services and is
willing to provide such services to Client; and
Whereas, Client desires to utilize Consultant's services as provided for herein.
Now, therefore, in consideration of the mutual covenants and promises contained herein,
the parties hereto agree as follows:
1. General Terms and Conditions
The general terms and conditions of this Agreement are set forth in Appendix A,
attached hereto and incorporated herein by reference.
2. Scope of Work
2.1 Consultant shall provide the services set forth in Appendix B, attached
hereto and incorporated herein by reference ( "Services "). Consultant
shall furnish all reports and deliverables as set forth in Appendix B in
accordance with the terms set forth therein (hereafter "Deliverables ").
2.2 As the need for services arises, the Client shall request that the Consultant
provide a proposal to carry out specific activities /tasks. The cost
proposal for each assignment shall be broken down by individual tasks,
including allocation of personnel hours and a proposed schedule for
completion of the task(s). Payment for tasks related to each assignment
will be based on terms agreed to prior to the issuance of a purchase
order, which may be lump sum, time and materials, or a combination of
the two.
2.3 Pricing shall be inclusive of all costs. Payment shall be full compensation
for all services, labor, tools, equipment, travel and any other items
required for project completion and/or completion of services.
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Agenda Item No. 16E7
July 27, 2010
Page 6 of 20
3. Period of Performance
The period of this Agreement shall be one (1) year from the signing of .this
Agreement. The County, at its discretion, and with the consent of the contracted
Consultant, shall have the option to renew this Agreement under the same terms and
conditions for three (3) additional one (1) year periods. The prices quoted on
Appendix C, attached hereto and made a part hereof, shall remain in effect for a
period of one (1) year from the date of award by the Board of County Commissioners.
Should the County choose to renew the Contract, all prices at the time of the renewal
may be adjusted on the anniversary date of the Agreement, based on the Consumer
Price Index - Southem States for the immediate twelve (12) month period preceding
the renewal of the Contract upon request by the Consultant. If the County elects to
renew the Contract, it shall provide the Contractor written notice of such renewal
thirty (3 0) calendar days prior to the ending of the term then in effect.
4. Fees and Payment
Payment terms for the Agreement shall be in accordance with paragraph 2 of this
Agreement and paragraph 8 of Appendix A.
5. Notice
Any notice given by either party shall be in writing and shall be given by fax or mail,
postage prepaid, or Federal Express or DHL courier, shipped prepaid, addressed to
the parties at the addresses herein designated for each party or at such other addresses
as they may hereafter designate in writing.
To: Stephen Y. Camell
Collier County Purchasing/GS Director
To: Pate Felts, COO
James Lee Witt Associates, LLC, a part of
Global Options Grou , Inc.
3301 East Tamiami Trail, Purchasing
Building
Address: 1615 L Street, NW, Suite 300
Na les, Florida 34112
City, state, zip: Washington, DC 20036
Phone: (239) 774 -8407
Phone: (202 ) 585 -0780
Fax: (239) -530 -6584
Fax: 202 585 -0792
Email: stevecamell a colliergov.net
Email felts(iii wittassoeiates.eom
6. Entire Agreement
Both parties acknowledge that they have read this Agreement, understand it, and
agree to be bound by its terms and further agree that it is the entire agreement
between parties hereto which supersedes all prior agreements, written or oral, relating
to the subject matter hereof. No modification or waiver of any provision shall be
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agenda Hem No. I6E7
July 27, 2010
Page 7 of 20
binding unless in writing signed by the party against whom such modification or
waiver is sought to be enforced.
In Witness Whereof, Client and Consultant have caused this Agreement to be
executed by their duly authorized representatives as of the date first written above.
TWO WITNESSES:
FIRST WITNESS
Print Name
G A
Print Name
ATTEST:
Dwight E., Brock CI`erk
to C
yy,,,,,,,,,,�} hatrman y
Approvei i�`'p�i"911d
Legal Sufficie
Assi tant oun Attorney
Print Name J
CONSULTANT:
JAMES LEE WITT ASSOCIATES,
A part of Global Options, Inc.
B•
Of Type /Print Name and Title
CLIENT:
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
Page 3 of 12
Agenda Item No, 16E7
July 27, 2010
Page 8 of 20
APPENDIX A
GENERAL TERMS & CONDITIONS
1. CONSULTANT'S RESPONSIBILITIES. Consultant shall perform the Services
utilizing the standard of care normally exercised by professional consulting firms in
performing comparable services under similar conditions. CONSULTANT MAKES NO
OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET
FORTH IN THIS AGREEMENT.
2. CLIENT'S RESPONSIBILITIES. Client shall provide site access to the site or
facility at which the Services are to be performed at such times as may reasonably be
required by Consultant, and shall make timely payments in accordance with the terms and
conditions of this Agreement. Time is of the essence.
To the extent Client has access to information relating to the Services to be performed,
Client shall provide such information as is reasonably available and appropriate for the
efficient performance of the Services ( "Information "). Such Information includes, but is
not limited to, available site history and the identificatiorl, • location, quantity,
concentration and character of known or suspected hazardous conditions, wastes,
substances or materials that are likely to pose a significant risk to human life, health,
safety or to the environment. Consultant shall be entitled to rely upon the Information
provided by the Client or the Client's agents without independent verification except to
the extent set forth herein and shall bear no liability arising from such reasonable
reliance.
3. COMMENCEMENT AND COMPLETION OF THE SERVICES. The Services
shall commence and shall be completed on the respective dates specified in Consultant's
proposal or, in the absence of such specification, as soon as good practice and due
diligence reasonably permit.
Each party shall return all Proprietary Information relating to this Agreement to the
disclosing party upon request of the disclosing party or upon termination of this
Agreement, whichever occurs first. Each party shall have the right to retain a copy of the
Proprietary Information for its internal records and subject to ongoing compliance with
the restrictions set forth in this Section. This Section shall survive termination of this
Agreement.
4. DELIVERABLES. Upon payment in full for the Services, and unless otherwise
agreed, "Deliverables" shall be the property of the Client. The Consultant shall not
disclose the Deliverables relating to the Services to a third party without the prior written
authorization of the Client. Client shall be solely responsible for any disclosure of the
Deliverables, which may be required by law. Where applicable law requires immediate
disclosure by the Consultant, Consultant shall make its best efforts to give prior notice to
Client. At Client's request and expense, Consultant will assist the Client in making such
disclosures as may be required by law.
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Agenda Item No. 16E7
July 27, 2010
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5. INDEMNIFICATION. To the maximum extent permitted by Florida law, Consultant
shall indemnify and hold harmless Client, its officers and employees from any and all
liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys'
fees and paralegals' fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of Consultant or anyone employed or utilized by the
Consultant in the performance of this Agreement. This indemnification obligation shall
not be construed to negate, abridge or reduce any other rights or remedies which
otherwise may be available to an indemnified party or person described in this paragraph
5.
6. ACCEPTANCE. Client shall have five (5) County working days from the date each
deliverable is made to Client to reject all or part of each Deliverable. Each Deliverable, to
the extent not rejected in writing by Client, shall be deemed accepted.
7. PAYMENT TERMS. Invoices will be submitted monthly and are due in accordance
with Chapter 218.70, Florida Statutes, otherwise knowm as the Florida Prompt Payment
Act. Back up documentation shall be provided with invoices for all time and out of
pocket expenses. The purchase order number must be referenced on each invoice. If this
number does not appear or is omitted, invoice will be returned to the vendor by the
Finance Department, Contracts Division. Billing problems /concerns should be directed
to the Finance Department, Contracts Division, 2671 Airport Road S, Suite 202 Naples,
FL 34112. Invoices shall be submitted no more often than once per month.
Timely payment is a material part of the consideration for the performance of the
Services. Time is of the essence.
S. TASK CEILING PRICE. If at any time Consultant has reason to believe that an
increase will be necessary to complete the required task(s), it will give prior notice to that
effect providing a written estimate to complete the Services and proposing a new
limitation figure and giving appropriate supporting data so that Client may, at its sole
discretion, increase such limitation by written modification to the purchase order.
9. CURRENCY OF PAYMENT. Unless otherwise set forth in this Agreement, all
payments shall be made in United States Dollars ($US). Where exchange rates are
involved, the rate of exchange between $US and the other currency involved in the
transaction shall be the rate of exchange as of the date of invoice. The date of each
invoice shall be clearly marked on each invoice.
10. HEALTH & SAFETY. Client shall notify Consultant of any known or suspected
hazards existing at any site where the Services are to be provided, including but not
limited to, hazardous waste, substances or materials and underground utilities.
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Agenda Item No. 16E7
July 27, 2010
Page 10 of 20
11. CONFLICT OF INTEREST. Consultant represents that it presently has no interest
and shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Consultant further represents that
no persons having any such interest shall be employed to perform those services
12. FORCE MAJEURE. Neither party shall be responsible for any delay or failure in
performance, to the extent that such delay or failure was caused by a force majeure event
including Act of Nature, war, civil disturbance, governmental action, labor dispute unre-
lated to and without fault or negligence of the party claiming the force majeure event,
computer virus, or denial of access to the site or any other event beyond the reasonable
control of the claiming party. For the duration of this Agreement, Consultant will keep a
back -up copy of all important documents related to the Project.
Performance under this Agreement shall resume promptly once the cause of delay or
failure ceases and an equitable adjustment shall be made to the price and/or schedule of
the Services including any mobilization or demobilization costs of Consultant.
13. CHANGED CONDITIONS. The discovery of any hazardous waste, substance or
material; underground obstruction; underground utilities; or other latent obstruction to the
performance of the Services to the extent that such conditions are not the subject of the
Services, and to the extent that such conditions were not brought to the attention of the
Consultant prior to execution of this Agreement, or any change in law that materially
affects the obligations or rights of either party under this Agreement, shall constitute a
materially different condition entitling the Consultant to an equitable adjustment in the
contract price, time of performance, or both, as appropriate. If the change materially
changes the nature of the Services, the Consultant may terminate the task as a result of
such changed conditions.
14. DISPUTES. Prior to the initiation of any action or proceeding permitted by this
Agreement to resolve disputes between the parties, the parties shall make a good faith
effort to resolve any such disputes by negotiation. The negotiation shall be attended by
representatives of Consultant with full decision - making authority and by Client's staff
person who would make the presentation of any settlement reached during negotiations to
Client for approval. Failing resolution, and prior to the commencement of any litigation
between the parties arising out of this Agreement, the parties shall attempt to resolve the
dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the
State of Florida. The mediation shall be attended by representatives of Consultant with
full decision - making authority and by Client's staff person who would make the
presentation of any settlement reached at mediation to Client board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain
a court order requiring mediation under section 44.102, Fla. Stat,
15. THIRD PARTY LITIGATION. In the event that any litigation, proceeding, or
claim (including any investigation which may be preliminary thereto) involving the
Services performed by Consultant is commenced by a third party, Consultant shall
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P,genda Item No. 16E7
July 27, 2010
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furnish, if compelled by law or upon the reasonable request of Client, such person or
persons from Consultant's organization as are familiar with the matters embraced within
the knowledge of Consultant's personnel to testify as witnesses and to provide
Consultant's records and such other information and assistance in connection with such
litigation, proceeding or claim (or investigation preliminary thereto). To the extent
Consultant may be required, either by law or at the request of Client, to provide such
testimony, records, information, or assistance, Client shall reimburse Consultant for the
reasonable value of its services at its then prevailing rate for comparable work, based on
the time expended, and for Consultant's out -of- pocket expenses incurred in connection
therewith in accordance with the provisions of this Agreement.
16. INDEPENDENT CONTRACTOR. The Consultant is an independent contractor
and shall not be deemed to be an employee or agent of the Client. Consultant shall
indemnify and hold Client harmless against all liability and loss resulting from
Consultant's failure to pay all taxes and fees imposed by the government under
employment insurance, social security and income tax laws with regard to Consultant's
employees engaged in the performance of this Agreement or any task hereunder.
17. NON - SOLICITATION OF EMPLOYEES. Neither party shall solicit for
employment or hire the employees of the other party involved in the management or
performance of the Services during the term of this Agreement and for one (1) year
thereafter.
18. NONWAIVER. No waiver of any breach of this Agreement shall operate as a waiver
of any similar subsequent breach or any breach of any other provision of this Agreement.
19. SEVERABILITY. If any provision of this Agreement is held invalid by a court of
competent jurisdiction, such provision shall be severed from this Agreement and to the
extent possible, this Agreement shall continue without affect to the remaining provisions.
20. ASSIGNMENTlSUBCONTRACTS. Neither party may assign this Agreement
without the written consent of the other party, which shall not unreasonably be withheld.
21. DRAFTING PARTY. Each party has reviewed this Agreement and any question of
interpretation shall not be resolved by any rule of Interpretation providing for
interpretation against the drafting party. This Agreement shall be construed as though
drafted by both parties.
22. GOVERNING LAW. The validity, enforceability and interpretation of this
Agreement shall be determined and governed by the laws of State of Florida and, where
applicable by virtue of preemption, under the laws of the United States of America.
23. CAPTIONS. The captions and headings of this agreement are intended for
convenience and reference only, do not affect the construction or meaning of this
agreement and further do not inform a party of the covenants, terms or conditions of this
Agreement or give full notice thereof.
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Agenda Item No. 16E7
July 27, 2010
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24. ADDITIONAL INSTRUMENTS. The parties agree to provide the other with any
and all documents required to carry out any and all obligations in connection with the
Agreement as set forth herein.
25. ORDER OF PRECEDENCE. In the event of a conflict in the terms and conditions
of this Agreement, the following order of precedence shall apply:
A. This Agreement
B. The Rate Schedule (Appendix C)
C. The Scope of Work (Appendix B)
D. The General Terms and Conditions
(Appendix A)
E. Task Orders (if applicable)
F. Other Contract Documents
26. TERMINATION. This agreement may be terminated for convenience at any time
by either party provided the requesting party provides the other with seven (7) days
written notice. Either party may also immediately terminate this Agreement for cause
with seven (7) days written notice upon a material breach of this Agreement, with no
further payment or service obligation.
In the event that the County terminates this Agreement, Consultant's recovery against the
County shall be limited to that portion of the Contract Amount earned through the date of
termination, together with any retainage withheld. The Consultant shall not be entitled to
any other or further recovery against the County, including, but not limited to, any
damages or any anticipated profit on portions of the services not performed.
27. INSURANCE REQUIREMENTS: The Consultant, at its own expense, shall keep
in force and at all times maintain during the term of this Agreement:
a. Professional Liability Insurance•
Professional Liability Insurance, issued by a responsible insurance company and
in a form acceptable to Client, with coverage limits of not less than One Million
Dollars ($1,000,000) for errors and omissions.
b. Automobile Liability Insurance•
Automobile Liability coverage shall be in the minimum amount of Five Hundred
Thousand Dollars ($500,000) per occurrence combined single limits for Bodily
Injury and Property Damage.
c. Workers' Compensation Coverage•
Full and complete Workers' Compensation Coverage, as required by law, shall be
provided.
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Agenda Item No. 1GE7
July 27, 2010
Page 13 of 20
d. Commercial General Liability Insurance:
Commercial General Liability Insurance for bodily injury and property damage in
the amount of Five Hundred Thousand Dollars ($500,000) per occurrence.
e. Collier County must be named as "ADDITIONAL INSURED" on the Insurance
Certificate for Commercial General Liability.
f. Collier County Board of County Commissioners shall be named as the Certificate
Holder. NOTE: The "Certificate Holder" should read as follows:
Collier County Board of County Commissioners
3301 East Tamiami Trail
Naples, FL 34112
g. The Consultant shall provide Client with Certificate(s) of Insurance on all the
policies of insurance and renewals thereof in a form (s) acceptable to Client.
Said Professional Liability policy shall provide that Client be an additional
named insured. The Client shall be notified in writing of any reduction,
cancellation or substantial change of policy or policies at least thirty (30) days
prior to the effective date of said action. All insurance policies shall be issued by
responsible companies who are acceptable to Client and licensed and authorized
to do business under the laws of the State of Florida.
28. CHANGES TO SERVICES: Client, without invalidating this Agreement or
task assignment, may call for changes in the Scope of Services within the general
scope of any task, the task price and time being adjusted accordingly. A request by
Client for changes in the Services shall be authorized only in accordance with the
Collier County Procurement Administration Procedures. Upon notification by Client
to Consultant of a change in the Services, Consultant shall prepare an estimate of the
additional costs and time required, if any, to perform the change. Upon mutual
written agreement, Consultant shall perform the change and an equitable adjustment
shall be made to the price and/or time schedule as appropriate.
29. "MOST FAVORED" CLIENT: Consultant agrees to treat Client as a most -
favored client and specifically agrees that all prices, terms, warranties and benefits
granted to Client are, and will remain, comparable to or better than equivalent terms
having been offered, or to be offered to any other prospective client during the term
of this Agreement.
30. SECURITY: If required, Consultant shall be responsible for the costs of
providing background checks and drug testing for all employees that shall provide
services to the County under this Agreement. This may include, but not be limited to,
checking federal, state and local law enforcement records, including a state and FBI
fingerprint check, credit reports, education, residence and employment verifications
and other related records. Consultant shall be required to maintain records on each
employee and make them available to the County for at least four (4) years.
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Agenda Item No. 18E7
July 27, 2010
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APPENDIX B
Scope of Work
The Consultant will work directly with the Client to determine the specific tasks and
scope which may include one or more of the following services:
a) Program Management -- Assistance with the preparation of Damage Survey
Reports/Project Worksheets, assistance with documentation support, consultation
and negotiation services, staff augmentation, program implementation, and other
representations as may be requested by the Client.
b) Project Management -- Project oversight over complex recovery projects
including: expert advice throughout the entire contracting and construction
phases, insure all documentation is submitted from the subcontractor to the Client,
monitor for any change in the scope of work and pricing so that proper
authorization can be obtained at the earliest moment, monitor cost incurred by the
Client to prevent the inclusion of non - reimbursable cost and assistance with
preparation for and response to outside audits.
c) Disaster Mitigation Services -- Consultant will provide program management and
project management of all disaster mitigation activities. Advise client of hazard
mitigation opportunities.
d) Oversight and Management of the Handling and Disposal of Debris -- Consultant
will provide oversight and management of all aspects of the handling and disposal
of debris. This may include expert advice throughout the entire contracting and
removal phases, ensure all documentation is submitted from the subcontractor to
the Client, monitor for any change in the scope of work and pricing so that proper
authorization can be obtained at the earliest moment, monitor cost incurred by the
Client to prevent the inclusion of non - reimbursable cost and assistance with
preparation for and response to outside audits.
e) Financial Analyses -- The consultant will be expected to advise the client in all
matters of the event's impact on all related fiscal matters. This will involve
working closely with the State Office of Emergency Preparedness, Federal
Emergency Management Agency, and other State and Federal agencies to insure
that record preparation, data collection and potential funding assessments and
verifications meet each agency's requirements for funding eligibility. Provide
specialist under the Public Assistance Program as needed. Validate client's small
projects. Prepare with the State, FEMA and client, scope of work and cost
estimates for small projects Work as an advocate of the client and bring to the
attention of FEMA any misunderstandings or problems the client my have
involving any aspect of eligibility, funding for the programs in general. Submit to
the State/FEMA applicant's requested time extensions. Review and make
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Agenca item No. 1GE7
July 27, 2010
Page 15 of 20
recommendation to FEMA/State on client's appeal. Review and make
recommendation to FEMA/State on client's request for cost over -run.
f) Reporting and Closeout - Validate and document completion of all small projects.
Perform routine and final inspections of all large projects, certifying completion,
and submitting final cost accounting to State. Make recommendations for interim
disbursements and final reconciliations. Assist the State and the client in
formulating appeals to FEMA. Provide technical assistance for database
administration that facilitates projects tracking and quarterly reporting to FEMA
for the State. Work with the State and FEMA to close out the Public Assistance
Grant after all of the client's projects have been closed.
g) Provide disaster recovery technical program management assistance to County
officials — Provide overall support to Collier County officials and local leadership
to assist all aspects and phases of the recovery process. This support shall
include, but not be limited to crisis communications, organizational assistance and
policy guidance.
h) Additional Services - As requested by Client in writing, Consultant will provide
other services on an as needed basis; including, but not limited to, conducting an
After Action Report, assisting with the FEMA appeal process, to provide
emergency management services related to any disaster occurring during the term
of this Agreement, or other emergency management related tasks.
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Agenda Item No. 16117
July 27, 2010
Page 16 of 20
APPENDIX C
Rate Schedule
For services performed under Appendix B, Consultant shall be compensated based on the
following hourly billing rates:
Senior Principal
$380
Project Manager
$275
Program Manager
$175
Senior Mitigation Specialist
$175
Public Assistance Field Staff/ Engineering
$175
Senior Debris Specialist
$150
Technical Recovery Assistance Lead
$175
Appeals Lead
$175
In addition, Consultant shall be reimbursed for all out -of- pocket expenses reasonably
associated with services performed and in accordance with GSA expense reimbursement
policy.
Page 12 of 12
Agen2a Item No, 16 7
Juiv 27, 2010
Page 77 of 20
ACORD. CERTIFICATE OF LIABILITY INSURANCE
DATE
/2 YYY)
7/24/2006
PRODUCER Phone: 212 -344 -2444 Fax: 212- 509 -1292
Frank Crystal & Co., Inc.
Financial Square
4u
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
32 Old Slip
TVPF�FIMSURANCE
POLICY NUMBER
New York NY 10005
INSURERS AFFORDING COVERAGE
NAIL#
INSURED
NSURERI OneBeacon Insurance Company
GENERAL LIABILITY
NSURERS. Liberty Surplus Insurance COT
10725
GlobalOptions Group, Inc.
75 Rockefeller Plaza
27th Floor
NBUR RC American Alernative Insurance
19720
1. 1)00, 00Q
New York NY 10019
NsueER
INGURER E'.
_1
PREMISES
COVERAGER
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO TIHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL
THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID C•AIMS.
INER D'
TVPF�FIMSURANCE
POLICY NUMBER
POLIO Y EFFECTIVE
POUCYEXPIRATION
LIMITS
•
GENERAL LIABILITY
7100134450000
6/30/2006
6/30/2007
EACH OCCURRENCE
S1. 000, 000
To
-GEE'F N
1. 1)00, 00Q
. COMMERCIAL GENERAL LIABILITY
_1
PREMISES
S
EXP(Anyone Permr)
S 10.000
CLAIMS MADE OCCUR
rMED
PERSONAIIADVINJURY
I $ EXClUded
r
iGCN @RAL AGGREGATE
E 2.000,000
GFN'L. AGGREGATE LIMIT APPLIES PER
PEODUCTE.COMPMPAGG
5 2.000. 000
POLICY PRO- LOC
IFIT
•
X
AUTOMOBILE
LIABILITY
ANY AUTO
7100134450000 6/30/2006
6/30/2007
COMBINED SINGLE LIMIT
(Ea xairlenl)
E1, 000, 000
BODILY INJURY
(Pxr P.-on)
E
�'!HIREDAUTDS
X
ALL OWNED AUTOS
SCHEDULED AUTOS
NON -OWNED AUTOS
II
BODILY INJURY
(Par ecnJenl)
S
PROPERTY DAMAGE
;Pe-xccldenl)
S
GARAGE LIABILITY
AUTOONLY- EAACCIDENT $
O-HERTHAN - EAACC S
AUTO ONLY'. AGO 13
ANYAUTO
—!
I
E�XCIESSIUMBRELLALIABILRY
OCCUR CLAIMS MADE
Ii
EACH OCCURRENCE
AGGREGATE
$
$
_
DEDUCTIBLE
I
—
~— S
$
RETENTION $
C
WORK ERS DOMPEN SATION AND 90A2WC0000073 -00
1 7/18/2006
IX WCSTATU- OTH-
3 1,000,000
EMPLOYERS LIABILITY
16/30/2007
ELEACHACCIDENT
ANYPROPRIMILXRTNEPJE %ECUTNE
OFFICE WMEMDEF EXCLUDED➢ I
[.L. DISEASE -EA JAPLOYEt
_
E 1.000, On
3 1. OOP, 000
SPECIAL PrPOVISIONSpelnw
I
ELDISCASE- POLICY LIMIT
B Dr GR1 ia`i 1;1., �cO5N465273001
6/30/2006 16%30/2007 each c'aim /aggreg. $I, DOD, DOD
Claims Made
1
DESCRIPTION OF OPERATIONS I LOCATIONS) VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Collier County Board of County Commissioners is an additional insured on the General Lia],I insurance as their
interests may appear. „awes Lee Witt Associates is a part o,` GlobaiOptio+:s Group, The.
Collier County Hoard of County
Commissioners
3301 East Tamiami Trail
Naples FL 34112
25 (20011081
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE FXPIP.ATION DATE THEREOF, THE ISSUING INSURER
WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER NAMED TO THE LEFT (EXCEFT 10 DAYS FOR
NONPAYMENT LF PREMIUM) , BUT FAILURE TO DO 50 SHTJ.L IMPOSE
NO OBLIGATION OR LIABTLTTY OF ANY KIND UPON THE INSURER,
AUTHOREEDREPRESENTAPVE ^ _ ^ ,
CORPORATION 1988
Agenda Item No. 16E7
July 27, 2010
Page 18 of 20
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
108)
Agenda Item No. 1GE7
July 27, 2010
GLOI:ALOPTIONS GROUP, INC. Page 19;of20
75 Rockefeller Plaza
New fork, NY 10019
June 30, 2010
Collier County, Florida
3301 Feast Tamiami Trail, Purchasing Building
Naples, FL 34112
Attention: Stephen Y. Carnell
Collier County Purchasing /GS Director
Re: Professional Services Agreement ( ,406 -4056) by and between Collier County, Florida and James
Lee Witt Associates, a part of GlobalOptions. Inc., dated February 13, 2007, renewed November October
9, 2009. (the "Contract ")
Dear Sir or Madam:
As you may be aware, on May 13,'_010, GlobalOptions Group, Inc., a Delaware corporation and
GlobalOptions. Inc., a Delaware corporation (collectively "GlobalOptions"') entered into an Asset
Purchase Agreement (the °APA ") w'ith Witt Group Holdings. LL,C. a Delaware limited liability company
("Witt') under which Witt has agreed to acquire GlobalOptions' crises management and emergency
management business unit ('a/h1a James Lee Witt Associates). Witt Group Holdings, LLC is formed by
the current mtmaLement of James I-ce Witt Associates. I ipon the closing of the transactions contemplated
by the APA. ( collectiveh the "Transaction') GlobalOptions intends to assign to Vitt, and Witt intends to
assume, the Contract (the "Assiummer,C). -File parties intend to close the Transaction aftcr satisfaction of
customary closing conditions.
Pursuant to the terms of the Contract. your consent is hereby requested to effect the Assignment.
Please confirm your consent to the Assismrncnt. by haying an authorized officer of Collier County,
Florida siren the attached Consent to Assignment and return a signed original to the attention ofNathan
Weinman. Director of Contracts. I >01 M Street. NW. � "i Floor, Washington. DC 20005, and a copy
thereof to the attention ofour outside counsel, Morton S. Taubman, Esq., Leser. Hunter, Taubman &
Taubman. 1201 101 Street, N.W., Srcond Floor. Washington, D -C. 20005. Please note that if the
Transaction fails to close, your conscnt will have no effect. and GlohalOptions would retain the Contract.
Ptesse contact Nathan. V,'cinman at 202-�8� -0780 if uu hair an} auesllons n:gardmL' tile APA,
the Assignment. or if there is am additional MtOrrnation v ou require.
Sinccrcly-
,lames I-ce Witt. CEO
antes Lee Witt Associates_
a pan of GlohalOptions. Inc.
Agenda Item No. 16E7
July 27, 2010
Page 20 of 20
CONSENT TO ASSIGNMENT
This Consent to Assignment ( "Consent ") is executed as of this day of
2010, by Collier County, Florida (the "Contracting Party ").
WHEREAS, the Contracting Party and GlobalOptions Group, Inc., a Delaware corporation and
GlobalOptions, Inc., a Delaware corporation (collectively "GlobalOptions "), are parties to that certain
Professional Services Agreement (406 -4056) by and between Collier County, Florida and James Lee Witt
Associates, a part of GlobalOptions, Inc., dated February 13, 2007, renewed November October 9, 2009.
(the "Contract');
WHEREAS, Globa]Options and Witt Group Ioldings, LLC, a Delaware limited liability company
( "Witt Group "), are parties to that certain Asset Purchase Agreement dated as of May 13, 2010 (the
"Asset Purchase Agreement');
WHEREAS, upon the closing of the transactions contemplated by the Asset Purchase Agreement
(the "Effective Date "), GlobalOptions intends to assign the Contract to Witt Group (the "Assignment');
and
WHEREAS, the Contracting Party desires to consent to the Assignment.
NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees as follows:
1. All other terms and conditions of the Contract shall remain in effect as stated in the Contract.
2. The Contracting Party hereby consents to the Assignment effective as of the Effective Date.
3. From and after the Effective Date, the Contracting Party a ,reel to send a copy of all notices and
other communications to GlobalOptions under the Contract to:
\Vitt Group Holdings. LLC
1501 M Street, NW, 5`h Floor
Washington, DC 20005
Attention: Nathan Weinman
Director of Contracts and Compliance
Email: nweinnranw'wittassociatcs . com Fax: 202.470.2020
IN WITNESS WHEREOF. the Contracting Party has executed this Consent as of the date first above
written.
Collier County. Florida
I3v:
Name
Title