Loading...
#12-5856S (ADT) AGREEMENT12-5856S for Services For Seniors THIS AGREEMENT, made and entered into on this "\ day of 1)e.cew. lo 42_,r 2015, by and between ADT LLC, authorized to do business in the State of Florida, whose business address is 32100 US Highway 19 North, Palm Harbor Florida 34684, the "Vendor" and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The contract shall be commence on is)e c e J e.r , 2015and terminate no later than June 30, 2018. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional two (2) year periods and monthly thereafter and terminating on June 30, 2018. The County shall give the Vendor written notice of the County's intention to renew the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. Any such renewals shall be mutually agreed upon in writing by the parties. The maximum possible duration for any Vendor under this Request for Proposal (RFP #12-5856S) for Community Care for the Elderly and Alzheimer's Disease Initiative Program funding will be through June 30, 2018. As outlined in the regulations pertaining to this funding source, the County requires the Vendor to contribute a cash or in-kind match of no less than ten percent (10%) for the Community Care for the Elderly (CCE) and Older American Act (OAIIIB) Programs and no match is required for the Home Care for the Elderly (HCE) and Alzheimer's Disease Initiative Program (ADI). 2. STATEMENT OF WORK. The Vendor shall provide Services for Seniors in accordance with the terms and conditions of RFP #12-5856S, the terms, conditions and requirements of the grant, and the Vendor's proposal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Contract Manager or his designee, in compliance with the County Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price, together with the cost of any other charges/fees submitted in the proposal as set forth in Attachment A, Contract Rates, attached hereto and made an integral part hereof. Page 1 of 12 Payment will be made upon receipt of a proper invoice as per Attachment B, Invoice and Logs, attached herein and incorporated by reference and upon approval by the Contract Manager or his designee, and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 3.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption# 85-8015966531C-2. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: ADT LLC 32100 US Highway 19 North Palm Harbor, Florida 34684 Attention: Samuel C. Dauler, Operations Manager Telephone: (877) 456-1787; Facsimile: (877) 666-4390 E-mail: adthealthreferral @adt.com All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Joanne Markiewicz, Director, Procurement Services Division Telephone: 239-252-8407; Facsimile: 239-252-6480 ToanneMarkiewicz @colliergov.net The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. Page 2 of 12 T 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Vendor's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Vendor 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. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. Page 3 of 12 B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. The Vendor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Vendor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Vendor of this requirement to provide notice. Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Vendor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor 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. This section does not pertain to any incident arising from the sole negligence of Collier County. 12.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Page 4 of 12 Vendor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Vendor. Vendor's obligation to indemnify and defend under this Article 12 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Community and Human Services Department. 14. CONFLICT OF INTEREST: Vendor 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. Vendor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Proposal, Insurance Certificate(s), and RFP #12-5856S Scope of Work and any Addendum, Attachment A Contract Rates, and Attachment B Invoice and Logs. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida Page 5 of 12 Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3) stated as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. If Vendor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Procurement Ordinance, as amended, and Procurement Procedures and Grantor Agency Requirements. Page 6of12 22. DISPUTE RESOLUTION. 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 Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in 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 Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's 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. 23. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24. CONTRACT STAFFING. The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Vendor's shall assign as many people as necessary to complete the required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. 25. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents: except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 26. ASSIGNMENT. Vendor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 7of12 <: IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: • n.,) COLLIER COUNTY, FLORIDA Dwight' BrOck;•tI' k of Courts ,e By 4-ry-ri-o—) .c�CA Donna Fiala Dated:' ' { ', T Chairman ( ,Chaiinan's ',,,,i,t!re only.., ADT LLC Vendor /11-141' By: First Witness Signature n_ �a�...r JN /16 ��rvtve G Da vier, ITT H2a Gpe�Q�ic�rs 1'Type/print witness name' 1'Type/print signature and titlel' I� f•vag,_ SessoTd Witness fir-14f\ VA vY e_r TType/print witness nameT Approved as to Form and Legality: Assistant County At ey o�1 -� Etiti,FE,2 A eZIL_, DID •\� Print Name Page 8 of 12 Agreement #12-5856S "Services for Seniors" Attachment A Contract Rates Total Cost Per Reimbursement Item Service Description Grant Service Unit Service Unit Rate Per Unit to Supplier 12. Emergency Alert CCE Per Day 1.09 .98 Response System Page 9of12 Agreement#12-5856S "Services for Seniors" Attachment B Invoice and Logs (Minimum Standard Invoice Information) Vendor Name Invoice Number Vendor Address From Date and To Date County Purchasing Order Number Reimbursement TOTAL Total Rate Per Unit AMOUNT Service Cost In Kind to Supplier (Multiply the Description Referenced Per Match (Subtract In Unit Reimbursement (identified Grant Amount Kind Match Quantity Rate Per Unit by line) Service Amount from to Supplier x Unit Total Cost Per the Unit Service Unit) Quantity) I certify to the best of my knowledge and belief that this invoice, and attached service detail log, is complete and correct and all outlay herein are for the purposes set forth in the contract, and that services are ordered by the case manager as agreed on the Contract. Legible copies of the dated timesheet, signed by the client and the worker supporting this invoice must be available upon request. Collier County reserves the right to correct computation of errors to assure proper payment amount. Prepared by: Date: Adjustments Reasons: Lead Agency Authorization: Attachments: Weekly Service Log and Weekly Client Service Time Sheet Page 10 ofl2 u a) 6 ° d v o o > a d a W d a) "" a O C cn 4 C4 4 CU Z y. L •r•I )0 0 W E I CU Cm e V .6.. a w a w rn E a � 0 a0E o " "a I a x CA G L O L 1. CI V1 Cd ate+ C) V 6a V ..vl Cho a el cn C C On C F 0 a z a zs V 4+ Q (1) et CL CU - E E � 0 0 0 MI ca C = "0 s o a a 0 cn U V 0 •• • u y i 4r 4+ C 0 C p O nt C = C 4 v A C U ° U A G W w E E Ir ir et s U a v U cn o et co co CJ r-, p L D cl L y Q d �. V �' V L C .V i•� . C V L O C C ' V C C.y =0 c A CD v ass U° U z z w a % eN 0 0 N aJ cd E .a 0 cn G V .1r cn 0 E 0 o Ca v + cn .- G r h y A V •.. D it V C CA o '40 CA 0 44 4+ el a; CI V el CA V +r 0 H ,..1 ;.I •.fir v L t 1:$ = 04 CU .0 CA '0 H •• ++ V 0 0 Q" U 4. V 4 3 H A o V H g V 0 v el a) a) Q V E ° to w (n Var 4) V 'p V a+3 ti t"" > A ^0C ',+ C . to CI 84 E ' w E "• t/4 ea Z iii e� .+ 6 E^o " 5 U A�RD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 09/1812015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER CONTACT Marsh USA Inc. NAME: 1560 Sawgrass Corporate Pkwy,Suite 300 IA/c N FAX Ext): (AN,No): Sunrise,FL 33323 E-MAIL Attn:FtLauderdale.Certs @marsh.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# 048953-ADT-GAW-15-16 HHSS INSURER A:ACE American Insurance Company 22667 INSURED INSURER B:Agri General Insurance Company 42757 ADT,LLC ADT Security Services INSURER c:ACE Fire Underwriters Co 20702 1501 Yamato Rd. INSURER D Boca Raton,FL 33431 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: ATL-003443706-03 REVISION NUMBER:1 THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DDYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY XSL G27400954 10/01/2015 10/01/2016 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X I OCCUR PREM SESO(Ea occurrence) $ 1,000,000 DAMAGE X SIR:$500,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRO X POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY ISA H08865073 10/01/2015 10/01/2016 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WLR C48593318(AOS) 10/01/2015 10/01/2016 X STATUTE EERH B AND EMPLOYERS'LIABILITY Y/N WLR C4859332A(TN) 10/01/2015 10/01/2016 ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ 2,000,000 C OFFICER/MEMBER EXCLUDED? (Mandatory in NH) SCF C48593331(WI) 10/01/2015 10/01/2016 E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Job Number:0791 Customer Number:0791 Town Number:0791 Collier County Board of County Commissioners is included as additional insured where required by written contract with respect to general liability and automobile liability. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Purchasing Dept. ACCORDANCE WITH THE POLICY PROVISIONS. 3327 E.Tamiami Trail Naples,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ++Lavto�sy.: ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD ADT LLC Unanimous Written Consent in Lieu of Meeting of the Management Board, September 1 ,2015 The undersigned, being all of the members of the management board (the "Managers") of ADT LLC, a limited liability company organized and existing under the laws of Delaware(the"Company"),acting by written consent without a meeting pursuant to Section 18-4O4 of the Delaware Limited Liability Company Act and Article 6, Section 6.25 of the Limited Liability Company Operating Agreement of the Company, do hereby consent to the adoption of, and do hereby adopt, the-following resolution and direct that this consent be filed with the minutes of the proceedings of the Company: RESOLVED: That the Managers of the Company hereby appoint the persons • listed below as officers of the Company to the offices set forth opposite their names effective immediately,to serve until their •successors are duly elected and qualified: • • Name Office Laura Miller Senior Vice President, Chief Human Resources Officer Dean Roy Assistant Secretary • IN WITNESS WHEREOF, each of the undersigned has executed this written • consent, which may be signed in one or more counterparts, Which taken together shall • constitute one and the same consent effective as of the date first indicated above. (-fisVrAL'`L. By. N.Davie Bleisch, anager By' I Michael S. Geltzeiler,Manager • By: • Naren .Gursahaney,Manager • ADT LLC SECRETARY'S CE l'<T]IFICATIE I,Dean R.Roy,Assistant Secretary of ADT LLC, a Delaware Limited Liability Company (the"Company"),hereby certify that Samuel Dauler, Manager-of the•Company, is authorized to sigh the Medicaid Provider Enrollment Application, Medicaid,Provider Agreement and other various agreements related to the same, on behalf of the Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate on this 1.7°i clay of . • December,2015. • DeanR.Roy • • • • • •