Consulting Services Contract between State of Louisiana GOHSEP and James Lee Witt Associates (GlobalOptions Group, Inc.)

 Exhibit 10.1 STATE OF LOUISIANA PARISH OF EAST BATON ROUGE ---------------- CONSULTING SERVICES CONTRACT ON THIS 24TH DAY OF AUGUST, 2007, the State of Louisiana, GOVERNOR'S OFFICE OF HOMELAND SECURITY AND EMERGENCY PREPAREDNESS, hereinafter referred to as "GOHSEP", and JAMES LEE WITT ASSOCIATES, A PART OF GLOBALOPTIONS GROUP, INC., 1615 L Street NW, Suite 300, Washington, DC 20036 hereinafter referred to as the "Contractor", do hereby enter into this contract under the following terms and conditions. 1.0 SCOPE OF SERVICES 1.1 CONCISE DESCRIPTION OF SERVICES The Contractor shall provide the following services: 1.1.1 Support GOHSEP as a Technical Advisor in the continuation of recovery activity for Disasters 1603 (Hurricane Katrina) and 1607 (Hurricane Rita), and any prior or future disasters for which support may be needed, as determined by GOHSEP 1.1.2 Responsible for implementation of the assigned tasks under this contract 1.1.3 Assist with the development of policy and procedures with FEMA/GOHSEP/Other agencies related to the Public Assistance Program for specific disasters as tasked by GOHSEP 1.1.4 Assist with ensuring that State policies and procedures are disseminated and implemented by all field staff through coordination with the GOHSEP Project Coordinator 1.1.5 Provides assistance to PA Grant Managers, State Applicant Liaisons, and others as necessary, providing technical guidance and broad direction on job performance to ensure consistency 1.1.6 Assist GOHSEP with Public Assistance program activities and provide recommendations to ensure consistency with debris management activities and responsibilities 1.1.7 Provide policy guidance and advice to GOHSEP and other state agencies as required 1.1.8 Assist GOHSEP on technical issues with FEMA, State and Local governments and agencies and make recommendations on possible solutions 1.1.9 Provide expert programmatic and policy advice on FEMA and other Federal disaster relief programs  1.1.10 Assist with the development and implementation of strategies to maximize the assistance available to the State in Public Assistance programs 1.1.11 Identify trends and appropriate actions to address issues in the delivery of the PA program so as to minimize difficulties 1.1.12 Other duties as assigned in writing by the Director/Acting Director of GOHSEP or his Designee, including but not limited to hazard mitigation and all Hazard Mitigation Grant Programs (HMGP) and activities referred to in the original RFP or any formal addendums thereto. 1.1.13 Prepared as required by GOHSEP to fill positions outlined in position descriptions section of this RFP. 1.1.14 Insure that all personnel assigned to this project have satisfactory criminal and credit background checks and drug screening. 1.1.15 Contractor will have at least 75% of required staff on site within 30 days of receipt of the fully executed contract and 100% of requested staff no later than 45 days of receipt of the fully executed contract. Contractor will have additional requested staff on site within 5 working days. 1.2 STATEMENT OF WORK This contract will be performed in accordance with task orders issued as determined by the needs of GOHSEP. Each task order shall conform to the scope of services as outlined in paragraph 1.1 herein. Each task order shall contain a concise Statement of Work (SOW) which shall include: 1.2.1 The specific task of the contractor 1.2.2 A statement of goals and/or objectives of the task 1.2.3 Deliverables associated with the task 1.2.4 Milestone(s) showing completion date(s) 1.2.5 A set of performance measures to evaluate the contractor's performance as outlined in the SOW 1.2.6 A completion criteria 1.3 OBJECTIVES 1.3.1 To provide for comprehensive review and update of Public Assistance policies and procedures 1.3.2 To increase the operational effectiveness of the Public Assistance program  1.4 PERSONNEL AND COST The Contractor shall provide the following positions during the performance of this contract. Each position will be paid the hourly rate as indicated. GOHSEP reserves the right to maintain and/or adjust the size of the Contractor's staff as dictated by the needs of GOHSEP. The stated hourly rates are inclusive of all costs except for travel. - ---------------------------------------------------------------- Position Hourly Rate Per Person - ---------------------------------------------------------------- Senior level Program Advisor for Disaster Recovery 242.50 - ---------------------------------------------------------------- State Public Assistance Coordinator 110.00 - ---------------------------------------------------------------- Engineer/Programmer 120.00 - ---------------------------------------------------------------- Engineer/Programmer-Database Documentation 85.00 - ---------------------------------------------------------------- Engineer/Environmental Officer 120.00 - ---------------------------------------------------------------- Debris Manager 130.00 - ---------------------------------------------------------------- Debris Compliance Officer 90.00 - ---------------------------------------------------------------- QA Debris 108.00 - ---------------------------------------------------------------- QC Debris 108.00 - ---------------------------------------------------------------- Mitigation Specialists 110.00 - ---------------------------------------------------------------- Insurance Specialists 110.00 - ---------------------------------------------------------------- Grant Administrator I 110.00 - ---------------------------------------------------------------- Grant Administrator II 115.00 - ---------------------------------------------------------------- Grant Administrator Supervisor 120.00 - ---------------------------------------------------------------- Project Manager 150.00 - ---------------------------------------------------------------- Appeals Specialists 125.00 - ---------------------------------------------------------------- Problem Resolution Officer 150.00 - ---------------------------------------------------------------- Document Management Specialist 50.00 - ---------------------------------------------------------------- 1.5 TRAVEL EXPENSES Travel expenses shall be reimbursed to Contractor personnel in accordance with the Louisiana Division of Administration Policy and Procedure Memorandum 49 (the state travel regulation). 1.6 SUBSTITUTION OF KEY PERSONNEL The Contractor's personnel assigned to this contract may not be replaced without the written consent of GOHSEP. Such consent shall not be unreasonably withheld or delayed provided an equally qualified replacement is offered. In the event that any Contractor personnel become unavailable due to resignation, illness, or other factors, the Contractor, shall be responsible for providing an equally qualified replacement in time to avoid delays in completing tasks.  2.0 ADMINISTRATIVE REQUIREMENTS 2.1 TERM OF CONTRACT This contract shall commence on August 24, 2007 and shall end on August 23, 2009. GOHSEP may exercise the option to extend this contract for an additional 12 month period for a maximum contract period of three years. 2.2 ASSIGNED GOHSEP PERSONNEL 2.2.1 GOHSEP PROJECT MANAGER The Assistant Deputy Director, Disaster Recovery , is appointed as the GOHSEP Project Manager (PM) for this contract. GOHSEP reserves the right to replace the PM at its discretion. The Contractor shall continue to be responsible for the management, supervision, and performance of Contractor personnel. 2.2.2 GOHSEP CONTRACT MONITOR The Contract Monitor (CM) for GOHSEP will be the Disaster Recovery Chief. GOHSEP reserves the right to replace the CM at its discretion 2.3 MONITORING PLAN In accordance with the responsibilities stated in 44 CFR Part 13.40, GOHSEP and Contractor will adhere to the following monitoring plan: 2.3.1 Responsibilities of Contract Monitor 2.3.1.1 Monitors performance of the contract 2.3.1.2 Provides guidance and assistance to the Project Manager 2.3.2 Responsibilities of Project Manager 2.3.2.1 Prepare and execute appropriate task order directed to the Contractor 2.3.2.2 Oversight and direction of the day to day activities of Contractor personnel; 2.3.2.3 Serve as the principal point of contact for GOHSEP concerning the Contractor's performance under this contract; 2.3.2.4 Regularly monitor the staffing levels provided by the Contractor and shall maintain and/or adjust Contractor staffing levels in accordance with the needs of GOHSEP; 2.3.2.5 Coordinate with applicants and measure the effectiveness of Contractor personnel assigned to applicants  2.3.2.6 Prepare monthly performance evaluations on Contractor's performance 2.3.3 Responsibilities of the Contractor 2.3.3.1 Assign a Project Manager to serve as the principle point of contact for the Contractor and to assure that Contractor personnel are performing within the contract parameters 2.3.3.2 Execute all task orders signed by the GOHSEP PM or other individual authorized in writing by the Director, GOHSEP 2.3.3.3 Insure that the following deliverables are produced: 2.3.3.3.1 Monthly time sheets for all personnel evidencing the assigned task(s) worked and the time worked on the task(s) 2.3.3.3.2 Weekly report evidencing the task(s) worked, percentage of completion of the task(s) and a report showing the progress and accomplishments since the prior week 2.3.3.3.3 All monthly time sheets will be due on the 15th day of the following month; all weekly reports will be due on Monday 2.4 TAXES Contractor hereby agrees that the responsibility for payment of taxes from the funds received from this contract shall be the Contractor's obligation under federal tax identification number ###-###-####. 3.0 PAYMENT AND MAXIMUM AMOUNT OF CONTRACT 3.1 PAYMENT Payments are predicated upon adequate performance of the activities, tasks and deliverables assigned to Contractor personnel by the Project Manager. GOHSEP will make every reasonable effort to make payments within 30 workdays of the invoice once approved by the Project Manager. 3.2 REQUIRED DOCUMENTS FOR PAYMENT The Contractor is required to produce the following documents to receive payment: 3.2.1 Invoices, which will be submitted no later than 30 after the end of the billing period 3.2.2 Weekly reports in accordance with the requirements of 2.3.3.3.2, and payroll time sheets evidencing hours worked and including time in/out for all Contractor personnel which shall be duly certified by the Contractor's authorized representative and submitted monthly  3.3 MAXIMUM AMOUNT OF CONTRACT This contract shall not exceed $19,500,000.00 annually 4.0 TERMINATION 4.1 TERMINATION FOR CAUSE GOHSEP may terminate this Contract for cause based upon the failure of Contractor to comply with the terms and/or conditions of the Contract. GOHSEP shall provide the Contractor written notice specifying the Contractor's failure to perform. Failure to perform within the time specified in the solicitation will constitute a default and may cause cancellation of the contract. Contractor agrees to have staff available as per the Work requirements section of this document. If contractor does not provide requested staff as indicated in the Statement of Work, damages will be accorded to GOHSEP in an amount at, or about, equal to the projected cost for these contractor services had the requested staff members arrived as requested, timely, and began work for GOHSEP, as per the original Project Manager request. Contractor may exercise any rights available to it under Louisiana law if terminated for cause upon the failure of GOHSEP to comply with the terms and conditions of this contract provided that the Contractor shall give GOHSEP written notice specifying GOHSEP's failure and a reasonable opportunity for GOHSEP to cure the defect. 4.2 TERMINATION FOR CONVENIENCE This contract may be terminated by GOHSEP for the convenience of GOHSEP upon 30 days written notice to Contractor unless Contractor had engaged in illegal or unethical behavior in which case GOHSEP may terminate the contract immediately. 4.3 TERMINATION FOR NON-APPROPRIATION OF FUNDS The continuation of this contract is contingent upon the appropriation of funds by the legislature to fulfill the requirements of the contract by the legislature. If the legislature fails to appropriate sufficient monies to provide for the continuation of the contract, or if such appropriation is reduced by the veto of the Governor or by any means provided in the appropriations act of Title 39 of the Louisiana Revised Statutes of 1950 to prevent the total appropriation for the year from exceeding revenues for that year, or for any other lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of the contract, the contract shall terminate on the date of the beginning of the first fiscal year for which funds have not been appropriated. 5.0 INDEMNIFICATION & LIMITATION OF LIABILITY Contractor shall hold harmless GOHSEP any and all of its employees, agents, other contractors or officers from any legal action, damages, injury or costs incurred by any person or to any property as a result of the activity, condition or event arising out of the actions and performance of the agents, assigns, subcontractors and employees of the Contractor in the performance of this contract.  6.0 DAMAGES AND PERFORMANCE BOND Contractor agrees to provide adequate staff to meet the Scope of Services as outlined in paragraph 1.1 and those requirements determined by the GOHSEP PM. Should Contractor fail to provide the required staff, damages will be accorded to GOHSEP in an amount equal to the cost of the staffing services not provided by the Contractor until said services are provided or until the termination of this contract, which ever occurs first. Contractor shall provide a performance bond in the amount of $1,000,000 or a letter of credit approved by GOHSEP which shall remain in effect during the term of the contract to include any renewal terms. 7.0 SETTLEMENT OF CONTROVERSIES Any claim or controversy arising out of the contract shall be governed by the provisions of Louisiana Revised Statute 39: 1524-26. 8.0 FUND USE Contractor agrees not to use contract proceeds to urge any elector to vote for or against any candidate or proposition on an election ballot nor shall such funds be used to lobby for or against any proposition or matter having the effect of law being considered by the Louisiana Legislature or any local governing authority. 9.0 ASSIGNMENT OF CONTRACT Contractor shall not assign or transfer any interest in this contract by assignment, transfer, or novation, without prior written consent of GOHSEP. 10.0 AUDIT AUTHORITY The State Legislative Auditor, federal auditors and internal auditors of the Division of Administration, GOHSEP or others so designated by the Louisiana Department of Administration, has the authority to audit all records of the Contractor directly related to this contract for a period of five (5) years from the date of the last payment made under this contract. 11.0 CONTRACT MODIFICATION No amendment or variation of the terms of this contract shall be valid unless made in writing, signed by the parties and approved as required by law. No oral understanding or agreement not incorporated in the contract is binding on any of the parties. 12.0 CONFIDENTIALITY OF DATA All financial, statistical, personal, technical and other data and information relating to GOHSEP' s operation and made available to the Contractor in order to carry out this contract, or which become available to the Contractor in carrying out this contract, shall be protected by the Contractor from unauthorized use  and disclosure. The contractor shall not be required under the provisions of the paragraph to keep confidential any data or information, which is or becomes publicly available, is already rightfully in the contractor's possession, is independently developed by the contractor outside the scope of the contract, or is rightfully obtained from third parties. 13.0 SUBCONTRACTORS The Contractor may, with prior written permission from GOHSEP, enter into subcontracts with third parties for the performance of any part of the Contractors duties and obligations under this contract. The existence of a subcontract shall not operate to limit or diminish the duties or liabilities of the Contractor under this contract. 14.0 COMPLIANCE WITH CIVIL RIGHTS LAWS The Contractor agrees to abide by the requirements of the following as applicable: Title VI and Title VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and Contractor agrees to abide by the requirements of the Americans with Disabilities Act of 1990. Contractor agrees not to discriminate in its employment practices, and will render services under this contract without regard to race, color, religion, sex, sexual orientation, national origin, veteran status, political affiliation, or disabilities. Any act of discrimination committed by Contractor, or failure to comply with these statutory obligations when applicable shall be grounds for termination of this contract. 15.0 INSURANCE Contractor's insurance shall be placed with a carrier with an A.M. Best's rating of no less than A-. This rating requirement shall be waived for Worker's Compensation coverage only. CONTRACTOR'S INSURANCE: The Contractor shall not commence work under this contract until Contractor has obtained all insurance required as outlined herein. Certificates of Insurance, fully executed by officers of the Insurance Company written or countersigned by an authorized Louisiana state agency, shall be filed with the State of Louisiana for approval. The Contractor shall not allow any sub-contractor to commence work on his subcontract until all similar insurance required for the subcontractor has been obtained and approved. If so requested, the Contractor shall also submit copies of insurance policies for inspection and approval of the State of Louisiana before work is commenced. Said policies shall not hereafter be canceled, permitted to expire, or be changed without thirty (30) days notice in advance to the State of Louisiana and consented to by the State of Louisiana in writing and the policies shall so provide. WORKMAN'S COMPENSATION INSURANCE: Before any work is commenced, the Contractor shall obtain and maintain during the life of the contract, Workman's Compensation insurance covering Contractor employees assigned to this contract. In the event any work is sublet, the Contractor shall require the subcontractor to provide Workman's Compensation insurance with similar coverage for sub-contractor employees, unless such employees are covered by the Contractor's policy.  COMMERCIAL GENERAL LIABILITY INSURANCE: During the term of this contract, the Contractor shall maintain a general liability policy in the amount of $1,000,000 for claims arising out of the liability and actions of the Contractor by its employees, agents, assigns, subcontractors or the like which may result in personal injury, death, property damage or the like during the performance of those duties in connection with this contract. SUBCONTRACTOR'S INSURANCE: The Contractor shall require that any and all subcontractors, which are not protected under the Contractor's own insurance policies, take and maintain insurance of the same nature and in the same amounts as required of the Contractor. 16.0 APPLICABLE LAW AND VENUE This contract shall be governed by and interpreted in accordance with the laws of the State of Louisiana. Venue for any legal action brought by either party with regard to this contract shall be in the Nineteenth Judicial District Court, Parish of East Baton Rouge, State of Louisiana. 17.0 CODE OF ETHICS The contractor acknowledges that Chapter 15 of Title 42 of the Louisiana Revised Statutes (R.S. 42:1101 et. seq., Code of Governmental Ethics) applies to the Contractor and assigned personnel in the performance of this contract. The contractor agrees to immediately notify GOHSEP if potential violations of the Code of Governmental Ethics arise at any time during the term of this contract. 18.0 SEVERABILITY If any term or condition of this contract or the application thereof is held invalid, such invalidity shall not affect other terms, conditions, or applications of this contract which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this contract are declared severable. 19.0 ENTIRE AGREEMENT This contract, together with the RFP and any addenda issued thereto by GOHSEP, the proposal submitted by the Contractor in response to the RFP, and any exhibits specifically incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter. 20.0 ORDER OF PRECEDENCE In the event of any inconsistent or incompatible provisions, this signed agreement (excluding the RFP and Contractor's proposal) shall take precedence, followed by the provisions of the RFP, and then by the terms of the Contractor's proposal.  THUS DONE AND SIGNED AT Baton Rouge, Louisiana on this 29 day of August, 2007, and IN WITNESS WHEREOF, the parties have executed this Contract. WITNESSES SIGNATURES: STATE AGENCY SIGNATURE: /s/ Cindy Spring By: /s/ Perry J. Smith, Jr. - --------------------------------- ----------------------------- Perry "Jeff" Smith, Jr. /s/ Kathleen Selbach Title Director - --------------------------------- --------------------------- THUS DONE AND SIGNED AT Baton Rouge, Louisiana on this ____ day of ___________, 2007, and IN WITNESS WHEREOF, the parties have executed this Contract. WITNESSES SIGNATURES: STATE AGENCY SIGNATURE: /s/ Lea Ellen Witt By: James L. Witt - --------------------------------- ----------------------------- James L. Witt /s/ Title CEO - --------------------------------- --------------------------- Phone No.: 202 ###-###-#### ---------------------- APPROVED Office of the Governor Office of Contractual Review Sep 19 2007 /s/ Susan H. Smith ------------------ Director