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Backup Documents 07/27-28/2010 Item #16E 7MEMORANDUM 16E? Date: August 17, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract: Assumption Agreement Contractor: Witt Group Holdings, LLC Enclosed please find an original, as referenced above (Agenda Item #16E7), which were approved by the Board of County Commissioners on Tuesday, July 27, 2010. The Minutes & Records Department has retained the original for the Board's Records. If you should have any questions, please contact me at 252 -8411. Thank you. Enclosures (1) ITEM [[N��O.: � FILE NAT. ' % I -` ROUTED TO: I DATE RECEIVED: - _ 16 10- PRC -01(X 5-1 ABOVE THIS LINE REQUEST FOR LEGAL SERVICES Date: July 28, 2010 To: Office of the County Attorney Jeff Klatzkow From: Diana De Leon, Contract Technician Purchasing Department, Extension 8375 Re: Contract: "Assumption Agreement' Contractor: Witt Group Holdings, LLC gr, j, �R�� BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 27, 2010, Agenda Item 16.E.7 _ This item has been previously submitted as Ite 10 -PRC- 01654. ACTION REQUESTED: Agreement review and approval. OTHER COMMENTS: Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C73Er,KLIST FOR REVIEWING CONTRACTS G(oU -P_ 4ia� LL. , 1 6 E Entity name correct on contract? Yes _ __No Entity registered with FL Sec. of State? es No Insurance Insurance Certificate attached? insured registered in Florida? Contract # &r/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $_ Products/Compl/Op Required $ _. Personal & Advert Required $_ Each Occurrence Required Fire/Prop Damage Required $ Provided $� ,y. �_� k Provided $..2�� A Provided Provided $ �� Provided $ Automobile Liability Bodily Inj & Prop Required $ �� Provided $ Workers Compensation Each accident Required $_e .}�S Provided $_MA� Disease Aggregate Required $ lr__ -�� Provided $ D� Disease Each Empl Required $ _ Provided $ Umbrella Liability Yes No Yes No Yes — No Yes No Exp. Date ri L6 Exp. Date No Exp. Date No Exp. Date _. E.xp. Date�_t__I No Exp Date Exp Date Yes Exp Date -/ Yes Exp Date Each Occurrence Provided $_ -VD fir 1 Exp Date _t �t b VA Aggregate Provided $�\ �:xp Date _ �T�SSr```_ r , Does Umbrella sufficiently cover any underinsured portion. Yes ,. No Professional Liability Each Occurrence Required $-\Tq l�\ Provided $ Exp. Date Per Aggregate Required $ __ __ _ Provided $_ _ _ Exp. Date Other Insurance Each Occur Type: Required $_ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks - Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses /notary? Authorization for executor to sign, if necessary_ Chairman's signature block? Clerk's attestation signamre block? County Attorney's signature block? Attachments Are all required attachments included? Provided $� A� ,'�Ye-s No tl-e�Ycs yes o Yes No Yes No _Yes No Yes No Yes No Yes No Yes --No -/ Yes _ _No s No es No Yes No Exp Date 34611 Yes _ No Reviewer Ir trials: 111 / ^ //� Date: f// L /j ✓// �4 C7OA -010,0 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician (Ly°'/ Purchasing Department DATE: July 28, 2010 RE: Review Insurance for Contract: "Assumption Agreement" Contractor: Witt Group Holdings, LLC This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.E.7 Please review the Insurance Certificates for the above referenced agreement. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. •.• DATE RECEIVED JUL 2 9 2010 16E7 16E7 mausen_g From: RaymonclCarter Sent: Friday, August 06, 2010 10:20 AM To: DeLeonDiana Cc: mausen_g; HerreraSandra; SmithKristen Subject: Assumption Agreement for Witt Group Holdings, LLC for original contract 06 -4056 All, I have approved the certificate(s) of insurance for the assumption agreement to contract 06 -4056 with Witt Group Holdings, LLC. The agreement(s) will now be forwarded to the County Attorney's Office for their review. Thank you, Ray Manager Risk Finance Office 239 - 252 -8839 Cell 239 - 821 -9370 Under Florida Law, e-mail addresses are public records. If you do not want your a -mall address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. www.sunbiz.org - Departmer 'State Home Contact Us Previous on List Next on List E- Filing Services Return To List No Events No Name History Detail by Entity Name Foreign Limited Liability Cclinpany WITT GROUP HOLDINGS, LLC Filing Information Document Number M10000003124 FEI /EIN Number 272783923 Date Filed 07114/2010 State DE Status ACTIVE Principal Address 1501 M STREET NW, 5TH FLOOR WASHINGTON DC 20005 Mailing Address 1501 M STREET NW, 5TH FLOOR WASHINGTON DC 20005 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION FL 33324 US Manaaer /Member Detail Name & Address Title MGR WITT, JAMES L 1501 M STREET NW, 5TH FLOOR WASHINGTON DC 20005 Title MGR SCANLON,BARRY W 1501 M STREET NW, 5TH FLOOR WASHINGTON DC 20005 Title MGR FELTS, PATE 1501 M STREET NW, 5TH FLOOR WASHINGTON DC 20005 Title MGR BURRIS, KENNETH 1501 M STREET NW, 5TH FLOOR WASHINGTON DC 20005 Document Searches At 7 Forms Help Entity Name Search Submit littp: /hvw\v.suiibiz.ori4/ scripts /cordet.exe? action =DF; CI'IL &iiici doe number-M10000003... 7/26/2010 www.sunbiz.org - Departmer T'' State Page 2 of 2 Annual Reports 1 6 E 7 No Annual Reports Filed Document Images 07/14/2010 --Foreign Limited View imag0jri PDF format ") Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List Entity Name Search No Events No Name History St timtt I Home I Contact us I Document Searches I t Filinq Services I Forms I Help I Copvright© and Privacy Policies State of Florida, Department of State litln: / / www.sunbiz.or,/ scripts /cor(ict.exc ?action= DETFIL &inci doc number— MI0000003... 7/26/2010 16E7 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into as of a 2010, by and between Witt Group Holdings, LLC ( "Witt Group ") and Cofflier tounty, 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, 5b Floor Washington DC 20005 Attention: Nathan Weinman Director of Contracts and Compliance Email: nweinman@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. 16E7 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 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA _At�SSq fi0 a 1 i sm Fred W. Coyle, CHAIRNLW i i�gelatit;�, oil ' Wit(-Q< FouP.HGId' j lgs, LLG By: Tarry W. Scanlon, President Date: and legal sufficiency: LE Atte �- Pate Felts, Corpora le Secretary Date: 7 /?/ 201 U Item # Agenda Date 0411D Date(c2 AC(�KU CERTIFICATE OF LIABILITY INSURANCE 7 z6 26/ 20010 10 / () PRODUCER phone: 212 -344 -2444 Fax 212 -SO9 -1292 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Frank Crystal & Co., Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Financial Square HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 32 Old Slip ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. New York NY 10005 INSURERS AFFORDING COVERAGE NAIC # INSURED INS OPERA: The Employers' Fire Insurance 20648 Witt Group Holdings, LLC IN SURER e:I.11nois National Insurance C 3817 1501 M Street, NW 5th Floor Washington DC 20005 INSURER C'. INSURER O: INSURERS COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE 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 APFORDED 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 CLAIMS. INSR LTR POLICY NUMBER Y EXPRATON DATE C M LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE Ex I OCCUR 7100299200000 7/16/2010 7/16/2011 EACH OCCURRENCE LAMA ET NT PREMISES Ea occumence _$1.000,000 $1 000 000 MED EXP (Any one person) _ $10, 0 00 PERSONAL BADV INJURY $Excluded ­ I GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS- COM_NOP AGG _ $2 000 000 POLICY PRO X LOC A AUTOMOBILE X LIABILITY ANY AUTO 7100029920000011 7/16/2010 7/16/2011 ' COMBINED SI NODE LIMIT (Ea accident) $ 1, 000, 000 BODILY INJURY (Per person) $ -- ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accitlen[) $ -- HIRED AUTOS NON -OWNED AUTOS • $ Hired Autos PROPERTY DAMAGE ; (Par accidenq • -- Ted: S1,000 GARAGE LIABILITY AUTOONLY - EAACCIDE_NT_ $ EAACC OTHER THAN $ ANY AUTO 8 AUTO ONLY: ASS B rESS / UMBRELLA LIABILITY OCCUR D CLAIMS MADE BINDER542325 7/16/2010 7/16/2011 EACH OCCURRENCE AGGREGATE $10 000 000 $ 10 000,000 DEDUCTIBLE - g $ RETENTION $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR /PARTNEWEXECUTIVE❑ OFFICER/MEMBER EXCLUDEDP _ TQ I E.L. EACH ACCIDENT $ EL . DISEASE -EA EMPLOYEE - -- — $ (MandatoryinNN) If yes, describe untler - -- DISEASE - POLICY LIMIT $ SPECIALPROVISIONSbelow IE.L. OTHER DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS ollier County Board of County is included as an Additional Insured with respect to liability insurance as required by lease or written contract. Collier County Board of County Commissioners 3301 East Tamiami Trail Naples FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE © 1988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD .r, n — ACORD 25 (2009101) Client#-109175 ACORDTM CERTIFICATE OF LIABILITY 16E? Y" CFNRTA IN R LTR 0712710° ACORDTM CERTIFICATE OF LIABILITY INSURANCE Y" POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN R LTR 0712710° PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Arthur J. Gallagher RMS, Inc. 2 Pierce Place, 6th Floor ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Itasca, IL 60143 Sue Purtill 630 - 285 -4465 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA: Wausau Underwriters Insurance Compan 26042 Century II Staffing, Inc. 278 Franklin Rd., Ste. 350 Brentwood, TN 37027 INSURER B: COMMERCIAL GENERAL LIABILITY INSURER Q INSURER D DAMAGE TO RENTED PREMISES Ea INSURER E' COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE 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 CLAIMS. IN R LTR DD' NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDDIVY POLICY EXPIRATION DATE MMIDD/YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea $ CLAIMS MADE FI OCCUR MED EXP (Any one person) S PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP ADS $ POLICY PRO- JECT LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea ecoidenQ $ BODILY INJURY (Par person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY AGG EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ $ DEDUCTIBLE $ RETENTION $ A WORKERS COMPENSATION AND WAJZ9D437757010 01/01/10 01/01/11 X WCSTATU- OTH- EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE EL. EACH ACCIDENT $1,666,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 OFPICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below EL .DISEASE - POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS CLIENT #: 128 COVERS ALL EMPLOYEES OF THE INSURED AS RESPECTS THE EMPLOYERS AGREEMENT (PEO) WITH WITT GROUP HOLDINGS, LLC. ALTERNATE EMPLOYER ENDORSEMENT IS INCLUDED. COLLIER COUNTY GOVERNMENT COLLIER COUNTY GOVERNMENT CENTER PURCHASING DEPT 3301 TAMIAMI TRAIL EAST NAPLES, FL 34112 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION IEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30_ DAYS WRITTEN TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESk.NTATIVE f • rZ�i0.t.� �. ACORD 25 (2001/08) 1 of 2 #S461751/M444607 SPU © ACORD CORPORATION 1988 16E 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. ACORD 25 -S (2001/08) 2 of 2 #S461751/M444607 �b •yr � 6 - DATE ACC>RJY 8 2 CERTIFICATE OF LIABILITY INSURANCE /MIDDm " "' 2 /2 2010 PRODUCER Phone: 212 -344 -2444 Fax: 212 -509 -1292 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Frank Crystal & Co., Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Financial Square ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 32 Old Slip New York NY 10005 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA.ACE American Insurance Com an 22667___ Witt Group Holdings, LLC 'INSURER B- 1501 M Street, NW 5th Floor —S RERC -- Washington DC 20005 INSU INSURER D. ' INSURER E THE •POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEU ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMEN'L 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 CLAIMS. INSR DO' POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER LIMITS Collier County Board Of County BENERALLIABIUTY Commissioners SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 3301 East Tamiami Trail EACH OCC HERE CE _ $ Naples FL 34112 AUTHORIZED REPREBENTATIVE,L DA ETO RE TED COMMERCIAL GENERAL LIABILITY PREMISE SlEa occurtencej_- $ CI-AIMS MADE ODOUR MED EX_P (Any ane person) $ _ PERSONAL &ADVINJURY 1, GENERAL AGGREGATE S GENL AGGREGATE LIMIT APPLIES PER., PRODUCTS- COMP /OP AGG $ -__ r_._ _.., _.._ ,, POLICY PRO- LOS AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ed accident) ANY AUTO ALL OWNED AUTOS BODILY INJURY $ (Per person) SCHEDULED AUTOS HIRED AUTOS BODILY INJURY $ NON OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY,' AUTO ONLY EA ACCIDENT $ ANY AUTO !. OTHER THAN EA ACC $ - —�— - AUTO ONLY AGO $ EXCESS I UMBRELLA LIABILITY ", EACH OCCURRENCE $ . I CLAIMS MADE OCCUR F l AGGREGATE $ $ DEDUCTIBLE S RETENTION $ S WORKERS COMPENSATION OTH- TORY LIMITS ER YIN'S AND EMPLOYERS' LIABILITY I _. ANY PROPRIETOR/PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ _ EACH ACCT OFFICERIMEMBER EXCLUDED' ❑ (Manda(ory in NH) I . DISEASE EA EMPLOYEEI $ It yes describe under I SPECIAL PROVISIONS below E.L. DISEASE - POLIGV LIMIT S A OTHER 'MPBG25539503001 7/1.6/2010 7/16/2011 Limit of Liability $3,000,000 E &O Retention $25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Evidence of Insurance Only CANCFI I ATInN, n ACORD 25 (2009101) V 1Vtlt$ -ZUUV AUUItu WKVL)KA I Ivry. AN rlgncs reservea. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE. TO THE Collier County Board Of County CERTIFICATE HOLDER NAMED 'TO THE LEFT, BUT FAILURE TO DO SO Commissioners SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 3301 East Tamiami Trail Naples FL 34112 AUTHORIZED REPREBENTATIVE,L ACORD 25 (2009101) V 1Vtlt$ -ZUUV AUUItu WKVL)KA I Ivry. AN rlgncs reservea. The ACORD name and logo are registered marks of ACORD AGREEMENT #064056 for Disaster Recovery Assistance This Agreement ( "Agreement ") dated this 1''7tl day of 2007 is between Collier County, Florida ( "Client"), located at 3301 East Tamianfr 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. HIBIT ,.All Page 1 of 12 16E7 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 - Southern 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 (30) 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 parry 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 Group, Inc. 3301 East Tamiami Trail, Purchasing Building Address: 1615 L Street,1KW, Suite 300 Naples, 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: stevecaraell colliergov.net Email: pfelts@wittassociates.com 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 Page 2 of 12 16 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 0 ARR-Z Print Name ATTEST= CONSULTANT: JAMES LEE WITT ASSOCIATES, A part of Global Options, Inc. B Of Type/Print Nam d Title k- I Legal Sufficiei Assi tant oun Attorney 2�tn..r � �GiVli h Print Name CLIENT: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA Page 3 of 12 ClTairman 16E7 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 identificatioA; . 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. Page 4 of 12 1667 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 known 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 /concems 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. 8. 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. Page 5 of 12 16E7 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 Page 6 of 12 16E7 famish, 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. ASSIGNMENT /SUBCONTRACTS. 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. Page 7 of 12 16E? 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. Page 8 of 12 lx e 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. Page 9 of 12 16E7 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 Mana eg ment -- 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, FF.MA 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 Page 10 of 12 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. Page 11 of 12 16E7 .i 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 1b[7 J ACORD,M CERTIFICATE OF LIABILITY INSURANCE NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 7 DATE ° 6 PRODUCER Phone: 212- 344 -2444 Fax: 212- 509 -1292 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Frank Crystal & Co., Inc. Financial Square ONLY AND CONFERS NO RIGHTS HOLDER. THIS CERTIFICATE DOES ALTER THE COVERAGE AFFORDED UPON THE CERTIFICATE NOT AMEND, EXTEND OR BY THE POLICIES BELOW. 32 Old Slip LIMITS A New York NY 10005 INSURERS AFFORDING COVERAGE 6/30/2006 NAICp INSURED INSURERA: OneBeacon insurance Company GlobalOptions Group, Inc. 75 Rockefeller Plaza 27th Floor wsURERB: Liberty Surplus Insurance Cor 10725 INSURER C .American Alernative , Insurance 19720 INSURERO: GENERAL LIABILITY CLAIMSMADE OCCUR New York NY 10019 _. INSURER E: MEDEXP(An one penux ) 10,000 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE 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 CLAIMS. INSR WO-1 POLICY NUMBER POUCYEFFECTIVE POLICYEXPIRATIOM LIMITS A GENERALUABIUTY 7100134450000 6/30/2006 6/30/2007 EACH OCCURRENCE $1,000,000 COMMERCIAL PREMISES $1,000,000 GENERAL LIABILITY CLAIMSMADE OCCUR MEDEXP(An one penux ) 10,000 PERSONAL&ADV INJURY $ Excluded GENERALAGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOPAGG $ 2, 000, 000 POLICY PRP Ir"T LOC A X AUTOMOBILE LABILITY 7100134450000 6/30/2006 6/30/2007 COMBINED SINGLE LIMIT ANY AUTO (Ee eccu enl) $1,000,000 BODILY INJURY f ALL OWNED AUTOS SCHEOULEDAUTOS (Perpenon) BODILY f X HIREDAUTDS NON -0WNEDAUTOS Perauxident) PROPERTY DAMAGE S (Per acWenr) GARAGE LMBILITY AUTO ONLY - EAACCIDENT S OTH ERTHAN EA ACC S ANY AUTO S AUTOONLY: AGG EXCESSIUMBRELLALBIBILRY EACH OCCURRENCE I OCCUR F CLAIMS MADE AGGREGATE $ f S DEDUCTIBLE f RETENTION $ C WORKERS COMPENSATION AND 9OA2WC0000073 -00 7/18/2006 6/30/2007 X I WCSTATLL OTH- EMPLOYERS' LABILITY E.L. EACH ACCIDENT $ 1, DOD, OOO ANY PROPRIETORJPARTNERIEXECUTNE E. L. DISEASE -EA EMPLOYEE 3 1, 000, 000 OFFICERMEMBER EXCLUDED? ffra, deambe under SP ELI AL PROVISIONS below EA- DISEASE - POLICY LIMIT 31,000,000 B OTHER E05N465273001 6/30/2006 6/30/2007 each claim /aggreg. $1,000,000 E &O Liability Claims Made DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT? SPECIAL PROVISIONS Collier County Board of County Commissioners is an additional insured on the General Liability insurance as their interests may appear. JameS Lee Witt Associates is a part Of GlobalOptions Group, Inc. Collier County Board of County Commissioners 3301 East Tamiami Trail Naples FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT (EXCEPT 10 DAYS FOR NONPAYMENT OF PREMIUM) , BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ACORD 25 (2001108) 16E7 GLOBALOPTIONS GROUP, INC. 75 Rockefeller Plaza New York, NY 10019 June 30, 2010 Collier County, Florida 3301 East Tamiami Trail, Purchasing Building Naples, FL 34112 Attention: Stephen Y. Carnell Collier County Purchasing /GS Director Re: Professional Services Agreement ( #06 -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, 2010, GlobalOptions Group, Inc., a Delaware corporation and GlobalOptions. Inc., a Delaware corporation (collectively "GlobalOptions ") entered into an Asset Purchase Agreement (the "APA ") with Witt Group Holdings, LLC a Delaware limited liability company ( "Witt ") under which Witt has agreed to acquire GlobalOptions' crises management and emergency management business unit (a/k /a James Lee Witt Associates). Witt Group Holdings, LLC is formed by the current management of James Lee Witt Associates. Upon the closing of the transactions contemplated by the APA, (collectively the "transaction") GlobalOptions intends to assign to Witt, and Witt intends to assume, the Contract (the "Assignment "). The parties intend to close the Transaction after 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 Assignment, by having an authorized officer of Collier County, Florida sign the attached Consent to Assignment and return a signed original to the attention of Nathan Weinman, Director of Contracts, 1501 M Street, NW, 5`s Floor, Washington, DC 20005, and a copy thereof to the attention of our outside counsel, Morton S. Taubman, Esq.. Leser, Hunter, Taubman & Taubman, 1201 151h Street, N.W., Second Floor, Washington, D.C. 20005. Please note that if the Transaction fails to close, your consent will have no effect, and GlobalOptions would retain the Contract. Please contact Nathan Weinman at 202 -585 -0780 if you have any questions regarding the APA, the Assignment, or if there is any additional information you require. Sincerely, ), babV4 James Lee Witt, CEO James Lee Witt Associates_ a part of GlobalOptions, Inc. 16E? 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 ( #06 -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, GlobalOptions and Witt Group Holdings, EEC, 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 ibregoing, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees as follows: 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 agrees to send a copy of all notices and other communications to GlobalOptions under the Contract to: Witt Group Holdings, LLC 1501 M Street, NW, 5"' Floor Washington, DC 20005 Attention: Nathan Weinman Director of Contracts and Compliance Email: nweinman(wwittassociates. con t Fax 4: 202.470.2020 IN WITNESS WHEREOF, the Contracting Party has executed this Consent as of the date first above written. Collier County, Florida By: Name October 9, 2009 Mr. Ken Burris, C0O James Lee Witt Asso a part of Global Opti 1501 M Street, 5th Fl Washington, DC 200 RE: Renewal of Dear Mr. Burris: Collier County has the past two (2) y The County would one (1) additional C01Y County = Jf::hSSU'0 Group, Inc. I �L17 Fax: 202- 585 -0792 Email: kburris6wittassociates,com *06 -4056 "Disaster Recovery Assistance" under Contract with your company for the referenced services for to renew this agreement under the same terms and conditions for in accordance with the renewal clause In the agreement. If you are agreeable o renewing the referenced contract, please indicate your intentions by providing the appropi fate information as requested below: X I am agredible to renewing the present contract for Disaster Recovery Assistan under the same terms, conditions, and pricing as the existing contract. I am not agi eeable to renewal of this contract. If you are agreeable o renewing the contract, said renewal will be in effect from February 13, 2010 until Februd ry 12, 2011. Also, please provide current insurance certificate for our files, as per the original contract requirement . Due to the volume of insurance certificates received in the Purchasing Departm t, the contract number should be referenced on the certificate to ensure that our recoii s are updated accordingly. 16E? Page 2 of 2 RE: Renewal of Ctntract #06- 4056 %'Disaster Recovery Assistance" Please return this letter to the Purchasing Department with your response and insurance certifica no later than November 1, 2009. Your prompt attention is urgently requested If you have any questions you may contact me at 239 -252- 6020, email brend eaves collier ov.net and fax 239 - 252 -6592 or 239- 732 -0844. Best regards, Brenda Reaves Contract Technician Acceptance: James Lee Witt As i ociates, a part of Global 01 i,tions Group, Inc. (Corporate Date: In order to make su our contact information is current, please provide the following: Contact person: VE-1 Phone # D-O $ $' S '? K6 Fax # '@-Oa -% Email Address: 0 /Yl rr 'l r 't N S44 )r�o Y` C: Tom Wides, Public Utilities ACVKU CER PRODUCER Phone: 212 - 344 -2444 Frank Crystal & Co., Inc. Financial Square 32 Old Slip New York NY 10005 INSURED GlobalOptions, Inc. 75 Rockefeller plaza New York NY 10019 COVERAGES 7 =KATE OF LIABILITY INSURANCE DATE2c'o9M YY) 7/2/2009 Fax: 212 -509 -1292 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION INSURERS AFFORDING RIGHTS UPON THE CERTIFICATE DOES NOT AMEND. EXTEND OR NAIC # THE POLICIES OF INSURANCE LISTED BZaOW HAVE BEEN ISSUED TO THE 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 PIRTAIN, 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 CLAIMS. INSR LTR DD' ME OF INSHRANCIF POLICY NUMBER POLICY EFFECTVE 17/1/2009 POLICY EXPIRATION LIMITS A GENERAL LIABILITY 'X COMMERCIAL GENERAL LIABILITY CLAIMS MADE �] OCCUR 7 18010187 17/1/2010 EACH OCCURRENCE $1,000—Q00 P MI E aoc nn E1.000,00� EXP (Any we person ) $ 1 00 0 _MED PERSONAL & ADV INJURY_ $ $X 1 e _ GENERAL AGGREGATE GENI AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $2 O POLICY PRO- LOC JET A AVTOMOSILE LIABILITY ANY AUTO 7 8010167 7/1/2009 7/1/2010 COMBINED SINGLE LIMIT (Ea accident) 11 1, 000, 000 BODILY INJURY (Per person) $ ALL OWNED AUTOS�I SCHEDULED AUTOS BODILY INJURY (Per accidenQ E .X l'X HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per amident) $ Comp Ded $1,000 Ono GARAGE LIABILITY', AUTO ONLY - EA ACCIDENT $ OTH ER THAN EA ACC $ ANY AUTO $ AUTO ONLY AGO E%CESE / UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE _ E OCCUR CLAIMS MADE -'E DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION VJC STATU- OTH- ANDEMPLOYERS'UABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE O OFFICER/MEMBER EXCLUDED? (Mandatory in NH) - E.L. EACH ACCIDENT $ E . DISEASE - EA EMPLOYE $ U yes,descnbe Under SP ECIALPROVISIONSbelow E. L. DISEASE - POLICY LIMIT S OTHER DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICUES /VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS oilier County Board of County Commissioners is an additional insured on the General Liability insurance as their interests may appear. James Lee Wi t Associates is a part of GlcbalOptions Group, Inc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE Collier County Board of County CERTIFICATE HOLDER NAMED TO THE LEFT (EXCEPT 10 DAYS FOR Commissioners NONPAYMENT OF PREMIUM), BUT FAILURE TO DO SO SHALL IMPOSE 3301 East Taniami Tra NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, Naples FL 34112 ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2009101) © 1988.2009 ACORD CORPORATION. All rights reserved. he ACORD name and logo are registered marks of ACORD �'it ael-AfliTh If the certificate holdefl is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does flot confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS HVAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsemrYd11Pt. A statement on this certificate does not confer rights to the certificate holder in lieu of such a orsement(s). DISCLAIMER This Certificate of Insur ce does not constitute a contract between the issuing insurer(s), authorized representative or produqer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coveHage afforded by the policies listed thereon.