#06-4056 Assumption Agreement (Witt Group)
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered int~ as of ~uL1 ,,17
and between WItt Group Holdmgs, LLC ('"Witt Group) and C her County,
subdivision of the State of Florida ("County").
,2010, by
a political
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 (0 be sent to Consultant shall be directed to:
Witt Group Holdings, LLC
1501 M Street, NW, 5th Floor
Washington DC 20005
Attention: Nathan Weinman
Director of Contracts and Compliance
Email: nweirunan{alwittassociates.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.
.~..
ACORD
~
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER Phone: 212-344~2444
Frank Crystal & Co., Inc.
Financial Square
32 Old Slip
New York NY 10005
Fax: 212-509-1292
7 26 2010
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.
INSURERS AFFORDING COVERAGE
NAIC#
------
OHs u__
23817
INSURED
Witt Group Holdings, LLC
1501 M Street, NW 5th Floor
Washington DC 20005
~NS_':J_f3!'B~_:.J'he __Employe:rs' E.:ix~__.InsuraQc_e
~Ns'~~f3_~:J:llinois NatioI}g._1_In9_1J.~aD~--.e___C
INSURER C
- ________u_
INSURER 0
-...----
,
-----t----
i
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, EXCLUS IONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
Il~~: ~~'i:~ -- ------------ ------ -------- ------------ ----- .-- - - ~.fJCYEFFECTI\,-E- POLIC-YEXPIRATION' ------------------
POLICY NUMBER LIMITS
A ~~ENERAL LIABILITY 7100299200000 7/16/2010 7/16/2011 EACH OCCURRENCE . L_QJHLQOQ
oAMAGETIYIiENTED------
'1OO~"'"'" "",",' -, '" PREMISE_$tEa._QccJ,l~}!f.~__ LLJm(L 00 Q
! _ ----=-: CLAIMS MADE [X] OCCUR MED E~P (AI"I~~!:,~_personL_ _'10,.OQO_.
..
--------- - PERSONAL & ADV INJURY $J~-:xc 1 uded____
I GENERAL AGGREGATE 1;0 LOOO , 000
-g:l'L AGGREnEUMIT APF'~E.I PER i ' P~9QUi==!~S9~~9P~GG $_2,OOo.,0.0_Q___
POLICY ~fP.T rx LOC ,
A I AUTOMOBILE LIABILITY 710002992000000 7/16/2010 7/16/2011 COMBINED SINGLE LIMIT
X ANY AUTO (Eaaccidenl) $1,000,000
-.- -----
..... ALL OWNED AUTOS BODILY INJURY
{Per person) .
SCHEDULED AUTOS
-. -----------
HIRED AUTOS BODILY INJURY
(Per accident) .
- NON-OVv'NED AUTOS -------- ----------- -------
lL Hired Autos PROPERTY DAMAGE
Dp~, $1 000 (Per accident) .
X
GARAGE LIABILITY I AUTO ONLY -- EA ACCIDENT .
--, I
I ANY AUTO EAACC .
-I ! I OTHER THAN ----- ------
I . AUTO ONLY AGG $
B EXCESS I UMBRELLA LIABILITY !BINDER542325 7/16/2010 :7/16/2011 EACH OCCURRENCE __$.l-~lLQ_Q,J) OQ
~iJ OCCUR [ -l CLAIMS MADE ----------------
AGGREGATE mm ,,_,0, OOO---.QQJL_
:_~ DEDUCTIBLE ------ '. .
------r----------
I - "
RETENTION . , . t.----------
WORKERS COMPENSATION ! I I VVC STATU-~lm~
AND EMPLOYERS' LIABILITY VI N , TQRY1lMlI:i. ___ - - - --------------
ANY PROPRIETOR/PARTNER/EXECUTIVE D I IE_L EACH ACCIDENT .
OFFICER/MEMBER EXCLUDED? , . - - ---------------
(Mandatory In NH) El DISEASE - EA EMPLOYEE .
Ifyes,describeLJnder ------- --------
SPECIAL PROVISIONS below EL DISEASE. POLICY LIMIT .
OTHER !
.
DESCRIPTION OF OPERATIONS II.OCATlONS I VEHICLES I 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.
CERTIFICATE HOLDER
CANCELLATION
no
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
3301 East Tamiami Trail THE INSURER, ITS AGENTS OR REPRESENTATIVES.
Naples FL 34112
AUTHORIZEDREPRESENTATIVE\~ ~~! ~,1' ~.
ACORD 25 (2009/01)
@ 1988-2009 ACORD CORPORATION, All rights reserved.
The ACORD name and logo are registered marks of ACORD
IMPORT ANT
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
This Certificate of Insurance 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 (2009/01)
Clienl#: 109175
CENSTA
ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYVYY)
07/27/10
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Arthur J. Gallagher RMS, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
2 Pierce Place, 6th Floor HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Itasca,lL 60143
Sue Purtill 630-285-4465 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Wausau Underwriters Insurance Compan 26042
Century II Staffing, Inc, INSURER B:
278 Franklin Rd" Ste. 350 INSURER c:
Brentwood, TN 37027 INSURER 0:
INSURER E'
COVERAGES
THE POLICIES OF !NSURANCE 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.
P~i'RK ~~~I TYPE OF INSURANCE POLICY NUMBER Pr?tt~~J~~6R,W\E POLICY EXP~reN LIMITS
~NERAL LIABILITY EACH OCCURRENCE S
COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED S
I CLAIMS MADE D OCCUR MED EXP (Anyone parson) ,
f-- PERSONAL & ADV INJURY S
f-- GENERAL AGGREGATE S
n'L AGG~EnE ILlMIT APMS PER PRODUCTS. COMP/OP AGG ,
PRO-
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT ,
ANY AUTO (Eeaccident)
f-
f- ALL OWNED AUTOS BODilY INJURY
.
SCHEDULED AUTOS (Pllrpllrson)
f-
f- HIRED AUTOS BODILY INJURY
(Pllraccidllnl) .
f--- NON-OWNED AUTOS
"- PROPERTY DAMAGE .
(Pllraccidllnl)
~RAGE LIABILITY AUTO ONLY - EA ACCIDENT .
ANY AUTO OTHER THAN EAACC .
AUTO ONLY' AGG .
:5ESSIUMBRELLA LIABILITY EACH OCCURRENCE .
OCCUR D CLAIMS MADE AGGREGATE .
.
==1 DEDUCTIBLE .
RETENTION . .
A WORKERS COMPENSATION AND VVAJZ9D437757010 01/01/10 01/01/11 X I TV;;~Nf.~V~ I lOW
EMPLOYERS' LIABILITY .1,000,000
ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE .1,000,000
If yes, describe undar ,1,000,000
SPECIAL PROVISIONS below EL DISEASE. POLICY LIMIT
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS {VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I 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.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLLIER COUNTY GOVERNMENT DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
COLLIER COUNTY GOVERNMENT CENTER NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT, BUT FAilURE TO DO SO SHALL
PURCHASING DEPT IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
3301 TAMIAMI TRAIL EAST REPRESENTATIVES,
NAPLES, FL 34112 AUTHORIZED REPRES~TATlVE
'm..:...t-..J . ~
ACORD 25 (2001/08) 1 of 2
#S461751/M444607
SPU
@ ACORD CORPORATION 1988
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 25-5 (2001/08)
2 of2
#S461751/M444607
ACc;;b"
~
PRODUCER Phone: 212-344-2444
Frank Crystal & Co., Inc.
Financial Square
32 Old Slip
New York NY 10005
Fax:
212-509-1292
I DATE (MMIDDIYYYY)
8/2/2010
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,
;
CERTIFICATE OF LIABILITY INSURANCE
f------ _n -
INSURED
Witt Group Holdings, LLC
1501 M Street, NW 5th Floor
Washington DC 20005
i
i INSURERS AFFORDING COVERAGE NAIC #
IINSU!3~R_~ACE _~~-~i-~~-~i~~~~~-~~-~~=c;mp~n 1-.i6-6-;
INSURER B
INSURER C
INSURER 0
I
-----------t---
INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED
NOTWITHSTANDING ANY REQUIREMENT,
CERTIFICATE MAY BE ISSUED OR MAY
TERMS, EXCLUSIONS AND CONDITIONS
IN-SR DO' ---
BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL
OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
POL.ICYEFFECrivE---POL.iCY- EXPIRATION
THE
POL.ICY NUMBER
LIMITS
GENERAL L1ABIL.ITY
'1.. ,C cmo. MMERCIALGENER.~L_\IABILlTY
~ CLAIMS MADE [__I OCCUR
.1------------
.-.
EACH OCCURRENCE $
ljAMAGrfORENTElj-
J'B~.lli~@occurrence\ $
~~9_~>'<f'JA~L()_n~_e!son} _ $
PERSONAL & ADV INJURY $
! ~~~~RAL-~~~-;GA:;;--- $- ----
--- ------------ ------------j----------
, ~~9.9~_<;;_T~~_~Q_~f'/.9P A~--:- $
LOC
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON-OWNED AUTOS
COMBINED SINGLE LIMIT ! $
,~~~ acc~~t~______J_________
,
BODILY INJURY
(Per person}
i$
BODILY INJURY
(Per accident)
,s
PROPERTY DAMAGE
(Per accident)
GARAGE L.IABIL.ITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
EXCESS / UMBRELLA L1ABIUTY
--l OCCUR [] CLAIMS MADE
EACH OCCURRENCE
~!,-_A~c: ,_$__
AGG $
$
$
----
OTHER THAN
AUTO ONLY
AGGREGATE
DEDUCTIBLE
RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y I N
ANY PROPRIETOR/PARTNER/EXECUTIVE D
OFFICER/MEMBER EXCLUDED?
(MandatorylnNH)
If yes, describe under
SPECIAL PROVISIONS below
OTHER
E&O
j$
"
I
E.L EACH ACCIDENT $
----------
E.L DISEASE. EA EMPLOYEE $
-----------
A
MPBG25539503001
7/16/2010
7/16/2011
E.L. DISEASE - POLICY LIMIT
Limit of Liability
Retention
i
,
$
$3,000,000
$25,000
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES / EXCLUSIONS ADDEO BY ENDORSEMENT { SPECIAL PROVISIONS
vidence of Insurance Only
CERTIFICATE HOLDER CANCELLATION, n
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
3301 East Tamiami Trail THE INSURER, ITS AGENTS OR REPRESENTATIVES.
Naples PI. 34112
AUTHORIZED REPRESENTATIVE\~ ~~ .a~.,~.
ACORD 25 (2009/01)
@ 1988-2009 ACORD CORPORATION, All rights reserved.
The ACORD name and logo are registered marks of ACORD
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
This Certificate of Insurance 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 (2009/01)
AGREEMENT #06-4056
for
Disaster Recovery Assistance
This Agreement ("Agreement") dated this I:;'V, day of "Fe. hr<A-'l~ '
2007 is between Collier County, Florida ("Client"), located at 3301 East Tami 1 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 deliverabIes 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 assigrunent
will be based on terms agreed (0 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.
EXHIBIT
Page 1 ofl2
I
r'A"
3. Period of Performance
The period of this Agreement shall be one (I) 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 (I) 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 party or at such other addresses
as they may hereafter designate in writing.
To: Stephen Y. Carnell
Collier County PurchasinglGS Director
To: Pate Felts, COO
James Lee Witt Associates, LLC, a part of
Global Options Group, Inc.
Address: 16 15 L Street, JlW, Suite 300
3301 East Tamiami Trail, Purchasing
Building
Naples, Florida 3411 2
Phone: (239) 774-8407
Fax: (239)-530-6584
Email: stevecarnell(QJcolliergov.net
City, state, zip: Washington, DC 20036
Phone: (202) 585-0780
. Fax: (202) 585-0792
Email: ofelts(a)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
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.
CONSULTANT:
TWO WITNESSES:
JAMES LEE WITT ASSOCIATES,
A part of Global Options, Inc.
~~
a411~~- ~
-- -
(l~~ ~
FIRST WITNESS
-.1(,4-" Y 4-k ~L.
Print N
Q A ILIl. d-- S ck ~Gv...
Print Name
CLIENT:
A TTE~J:, : .r
C7~\
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
DwighfE.cBl'od<, Cllirk
::' ' ,": .,' ":,,.~ ~2~ ',' .,;
~ .I .........,
,"
"
~~
By:
~
R~ \"o.~ -l ~c:k""J
Print Name
Page 3 of] 2
APPENDIX A
GENERAL TERMS & CONDITIONS
1. CONSULTANT'S RESPONSffiILITIES. 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 p~rformed,
Client shall provide such information as is reasonably available and appropriate for the
efficient performance of the Services ("Infornlatio~"). Such Information inclqdes, but is
not limited to, available site history and the identification;' . 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
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 OT remedies which
otherwise may be available to an indemnified party or person described in this paragraph
5,
6. ACCEPTANCE. Client shall have five (5) COW1ty 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
nlUhber does not appear or is omitted, invoice will be returned to the vendor by the
Finance Department, Contracts Division. nilling problems/concerns should be dirccted
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 ($U8). Where exchange rates are
involved, the rate of exchange between $U8 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 W1dergroW1d utilities.
Page 5 of 12
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, goverrunental 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. flailing 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.g
15. TIllRD 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 of12
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 ratc 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 Agreemcnt.
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 taxcs and fees imposed by the goverrunent 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 (I) 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 thc
extent possible, this Agreement shall continue without affect to the remaining provisions.
20. ASSIGNMENT/SUBCONTRACTS. Ncither 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 resolvcd 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 agrcement are intended for
convenience and reference only, do not affect thc 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
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
ofthis Agreement, the following order of precedence shall apply:
A. lbis 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 ofthis 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
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 34Il2
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 changc. 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 verificationstand 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 ofl2
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
ReportslProject Worksheets, assistance with documentation support, consultation
and negotiation services, staff augmentation, program implementation, and other
representations as may be requested by the Client.
b) Proiect 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 Analvses -- 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
Page 10 of 12
recommendation to FEMNState on client's appeal. Review and make
recommendation to FEMNState 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 [mal 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 recoverv 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
APPENDIX C
Rate SeheduIe
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 FicId Staffl 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
. .
ACORD,.
DATe (MMJQDfYYYY)
7/24/2006
THIS CERTlFICArE 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.
PRODUCER PhDne: 212-3.014-2444
Frank Crystal & Co., Inc.
Financial Square
32 01d Slip
New York NY 10005
212-50~-1292
CERTIFICATE OF LIABILITY INSURANCE
Fax:
INSURED
GlobalOptions Group,
75 Rockefeller Plaza
27th Floor
New York NY 10019
Inc.
COVERAGES
NAIC#
INSURERS AFFORDING COVERAGE
--..----
INSURERA: One Beacon Insurance Company
INSURERS: Liberty Surplus Insurance Cor 10725
INSURERC: American Alernative Insurance 19720
INSURER 0:
INSURERE:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CON'OITION 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, EXCLUSION~ AND.CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IHSR 0' POUCYEFFECTIVE POUCYEXPlRATION - LIMITS
PDUCY NUMBER
A ~NERALUABtLITY 7100134450000 6/30/2006 6/30/2007 EACH OCCURRENCE $1,000,000
A 51,000,000
f- 3MMERCIAl GENERAL LIABILITY , S 0'
f- CLAIMS MADE ~ OCCUR MED EXP (AJl"o~noJl\ $ 10,000
PERSONAL &ADV INJURY $ Excluded
~~ENERALAGGREGATE $ 2,000,000
~.~ AGG~EnE LIMIT APn ~ER' ~l?.UCTS- COMP/OPAGG $ 2,000,000
POLICY ~~g LOC
A X ~TOM06ILE L1ABIUTY 7100134450000 6/30/2006 6/30/2007 COMBINED SINGLE LIMIT , 1,000,000
ANY AUTO (Eaarodol'll)
-
-- ALL OWNED AUTOS BODilY INJURY
,
SCHEDULl:OAUTOS (Parpilll'llon)
X -
HIRED AUTOS BOOIL Y INJURY
X (Poroccldonl) ,
- NON-DWNEOAUTOS
- PROPERTY DAMAGE ,
(p.,aCl:idllf1l)
~RAGE "A.'UlY AUTO ONLY. EA "CCIDENT ,
ANY AUTO OTHER THAN EA"CC ,
AUTO ONLY; AGG ,
5~SS/UMBRELLALIABIUTY EACH OCCURRENCE ,
OCCUR D CLAIMS MAPE ~qpREGATE ,
-- ,
R ~EDUCTlBLE ,
RETENTION $ ,
C WORKERS COMPENSA110N AND 90A2WCOOOO073-00 7/18/2006 6/30/2007 X I. WC STATU-, I laJ~-
EMPLOYERS' LIABILITY 51,000,000
!>NY PRDPRIETORIPARTNERlEXECUTlVE E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E_L. DISEASE - EA EMPLOYEE sl,OOO,OOO
~~~61~9~r:~~i~~~NS billow E.L. DISEASE - POLICY LIMIT Sl,OOO,OOO
B OTHER E05N465273001 6/30/2006 6/30/2007 each claim/aggreg. $1,000,000
E&O Liability
Claims Made
CESCRIPTIQM Of OPERATIONS I LOCATIONS! VEHICLES I EXCLUSIONS ADDEO BY ENOORSEMENT / 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, rue.
CERTIFICATE HOLDER
Collier County Board of County
commissioners
3301 East Tamiami Trail
Naples FL 34112
ACORD 25 (2D01/D8)
CANCELLATrON30 days exce t 10 da s non- a ent
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
CBRTIFICATE 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,
AUTHORIZED REPRESENTATIVE
~~.~
@ACOROCORPORATION1988
. .
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the pOlicy(les) 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 polley, 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 representatlve or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies llsted thereon.
ACORD 2S (2001/08)
GLOBALOPTTOl\'S GROUP, 1NC.
75 Rockefeller Plaza
New York, NY 10019
'.t ::~. (~, c: ; \
June 30, 2010
Collier County, Florida
3301 East Tamiami Trail, Purchasing Building
Naples, FL 34112
Attention:
Stephen Y. Carnell
Collier County Purchasing/GS Dircctor
Re: Professional Services Agreement (1I06-40S6) by and between Collier County, Florida and James
Lee Witt Associates, a part of GlobalOptions, Inc., dated February] 3,2007, 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 (alkJa James Lee Witt Associates). Will Group Holdings, LLC is formed by
the current management of James Lee Will 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 atier satisfaction of
customary closing conditions,
Pursuant to the tcrms of the Contract, your consent is hereby requested to effect the Assigrunent.
Please confinn your consent to the Assigmnent, 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, Stl> Floor, Washington, DC 2000S, and a copy
thereof to the attention of our outside counsel. Morton S. Taubman, Esq" Leser, Hunter, Taubman &
Taubman, 1201 15th Street, N.W., Second Floor, Washington, D,('. 2000S. Please note that ifthc
Transaction fails to close, your consent will have no effect, and GlobalOptions would retain the Contract.
Please contact Nathan Weinman at 202-58S-0780 if you have any questions regarding thc APA,
the Assignment, or if there is any additional information you require.
Sincerely,
dtwl (JWt$
James Lee Witt, CEO
James Lee Witt Associates,
a part of GlobalOptions, Inc,
CONSENT TO ASSIGNMENT
This Consent to Assignment ("Consent") is executed as ofthis_____day of
20]0, 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"), arc parties to that certain
Professional Services Agreement (#06-4056) by and between Collicr 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 Wilt Group Holdings, LLC, a Delaware limited liability company
("Witt Group"), are parties to that certain Asset Purchase Agreement dated as of May ]3,2010 (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 [()regoing, and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees as follows:
L All other ten11S and conditions of the Contract shaH remain in effect as stated in the Contract.
2. The Contracting Party hereby consents to the Assignment ctTcctive as of the Etfcctive 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
]501 M Street, NW, 5'" Floor
Washington, DC 20005
Attention: Nathan Weinman
Director of Contracts and Compliance
Email: nwcinman({vwittassociates.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
By:
Name
Title
CO~Y County
,t.dn~I'!lStrl:l!!Ve Set\/lces C'I'.)ISlC{)
:.: ~~i cha Slf'i.j
October 9, 2009
Mr. Ken Burris, COO
James Lee Witt Asso iates
a part of Global Opti ns Group, Inc,
1501 M Street, 5th FI or
Washington, DC 200 5
Fax: 202-585-0792
Email: kburrls(iilwittassociates.com
RE: Renewal of ntract #06-4056 "Disaster Recovery Assistance"
Dear Mr. Burris:
Collier County has b n under Contract with your company for the referenced services for
the past two (2) yea
The County would II to renew thIs agreement under the same terms and conditions for
one (1) additional y r in accordance with the renewal clause In the agreement.
L Iamagre
Assistan
contract,
bJe to renewing the present contract for Disaster Recovery
under the same terms, conditions, and pricing as the existing
If you are agreeable 0 renewing the referenced contract, please indicate your intentions by
providing the appro iate information as requested below:
eeable to renewal of this contract,
If you are agreeable 0 renewing the contract, said renewal will be in effect from February
13, 2010 until Febru 12, 2011.
Also, please provide current insurance certificate for our files, as per the original
contract requiremen . Due to the volume of insurance certificates received in the
Purchasing Oepartm t, the contract number should be referenced on the certificate to
ensure that our reco s are updated accordingly.
-0
i<;~ ~ -',:".:.c C-';,'",:: '1':' :1 .,', < .j: -. ,., .; :!' E".:;: . . ;,;::t', ,~. r :,'1 l' .' . -:..'" , ;'(.', f': ~;';" ,. (:
Page 2 of 2
RE: Renewal of C tract #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 Technlclan
Acceptance:
James Lee Witt A
a part of Global 0
ciates
ons Group, Inc.
By,
,
c
Typed Name an litle
(Corporate Offi er)
our contact information is current, please provide the following:
Contact person:
LJ e.-:
Fax # 'd. 0 d...
Email
yo-
~
ACORD'"
~
CERT
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
I
COVERAGES
THE POLICIES OF INSURANCE LISTED B
NOTWITHSTANDING ANY REQUIREMENT, T
CERTIFICATE MAY BE ISSUED OR MAY P
TERMS, EXCLUSIONS AND CONDITIONS 0
lNSR DO'
A
GENERAL UASILlTY
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE [XJ OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER
PRO-
LOC
A
AUTOMOBILE LIABILITY
l~ ANY AUTO
, ALL OVIINED AUTOS
. SCHEOULED AUTOS
X HIRED AUTOS
X NON-O\IYNED AUTOS
i GARAGE L.IABILlTY
1--
~ ANY AUTO
EXCESS I UMBRELLA LIABILITY
_=] OCCUR 0 CLAIMS MADE
DEDUCTIBLE
RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' UASIUTY Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE D
OFFICER".4EMBER EXCLUDED?
(M.ndlllory In NH)
~~~~I~~S~~~v~~~~~s below
OTHER
ICA TE OF LIABILITY INSURANCE
DATE (MMJOOIYYYY)
Fax; 212-509~1292
7 2 2009
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,
INSURERS AFFORDING COVERAGE
NAIC#
INSURER A. 'J'~_Emt2lQy:gr~..F.ire Insuran.CJiL
~NSURER8 ___~__._..
'~~~!,!.ERC'_ _____~~__.____
INSURER 0
-~--
INSURER E
OW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
TArN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
SUCH POLICIES. AGGREGATE ~IMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
POLICY EFFECTIVE POLicy eXPIRATION
POLICY NUMBER
LIMITS
7 8010187
7/1/2009
'1 0 00
'hJlJ)J.UHl
.'.lQ,OOO
$ Exc 1 uded
'2,000 , 000
q~Q.OO , 000
7/1/2010
PERSONAL & AOV INJURY
GENERAL AGGREGATE
~R_Q.Q.l!_~~fi - COM~'p~~G
7 8010187
7/1/2009
$1,000,000
7/1/2010
COMBINED SINGI..E LIMIT
{Ea accident)
BOOII.. Y INJURY
(Porper5Clr1}
.
BOOll. Y INJURY
(Per accident)
.
PROPERTY DAMAGE
(Per accident)
AUTO ONLY. EA ACCIDENT $
EAACC $
AGG $
OTHER THAN
AUTO ONLY;
EACH OCCURRENCE
.!'9Q.~~~_~__"
.
.L.._~
~~---
.
.
~Q!SE~S_E -. ~A EMPLOYE $
E.L DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERA nONS I LOCATIONS I VEHICLE EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
oIlier County Board of County Comm saionera is an additional insured on the General Liability insurance as their
interests may appear. James Lee wi t Associates is a part of GlobalOptions Group, Inc.
CERTIFICATE HOLDER
Collier County Board
Commissioners
3301 East Tamiami Tra
Naples FL 34112
ACORD 25 (2009/01)
County
CANCELLATION
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 ~EFT (EXCEPT 10 DAYS FOR
NONPAYMENT OF PREMIUM), BUT FAILURE TO DO SO SHALL IMPOSE
NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,
ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
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@1988.2009ACORDCORPORATION, All rights reserved,
he ACORD name and logo are registered marks of ACORD
IMPORTANT
If the certificate holde is an ADDITIONAL INSURED, the policy(ies) must be endorsed, A slatement
on this certificate does ot confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS ~AiVED, subject to the terms and conditions of the policy, certain policies may
require an endorsem t. A statement on this certificate does not confer rights to the certificate
hoider in lieu of such e orsement(s).
DISCLAIMER
This Certificate of Insur nee does not constitute a contract between the issuing insurer(s), authorized
representative or produ er, and the certificate holder, nor does it affirmativeiy or negatively amend,
extend or aiter the cove ge afforded by the policies listed thereon.
ACORD 25 (2009/01)
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