Agenda 09/11/2012 Item #16E 89/11/2012 Item 16.E.8.
EXECUTIVE SI!MMARY
Recommendation to approve and authorize the Chairman to sign the Assumption
Agreement from ADT Security Services, Inc. to ADT, LLC as it relates to Invitation
to Qualify (ITQ) #09 -5227 Services for SeniorsF
OBJECTIVE: To assign ITQ #09 -5227 from the original party, ADT Security Services,
Inc., to ADT, LLC ( "ADT ").
CONSIDERATIONS: The contract involved in the assignment is Contract #09 -5227
"Services for Seniors ", between Collier County Board of County Commissioners
( "County ") and ADT Security Service, Inc. dated', June 23, 2009 (Agenda Item 16E10).
Housing, Human, and Veteran Services (HHVS) Department utilizes the services
provided under this contract.
Due to a restructuring agreement dated September 19, 2011 ADT Security Services,
Inc. transferred its residential business assets and employees to ADT, LLC a newly
formed Delaware limited liability company. County staff was notified on July 23, 2012 of
the name change. Following the Procurement' Administration Procedures, staff has
acquired the necessary documents from ADT which have been reviewed and approved
by the County Attorney's staff. The Purchasing Department is recommending approval
of the assumption of this Contract by the new firm, ADT.
FISCAL IMPACT: There is no fiscal impact.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact
associated with this Executive Summary.
LEGAL CONSIDERATIONS: The Agreement was prepared by the County Attorney, is
legally sufficient, and requires majority vote for approval. -JAK
RECOMMENDATION: That the Collier County Board of County Commissioners
approves and authorizes the Chairman to sign the Assumption Agreement from ADT
Security Services, Inc. to ADT, LLC for services for seniors.
PREPARED BY: Diana DeLeon, CPPB, Contracts Technician, Purchasing Department
Packet Page -3294-
9/11/2012 Item 16.E.8.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.8.
Item Summary: Recommendation to approve and authorize the Chairman to sign the
Assumption Agreement from ADT Security Services, Inc. to ADT, LLC as it relates to Invitation to
Qualify (ITQ) #09 -5227 Services for Seniors.
Meeting Date: 9/11/2012
Prepared By
Name: DeLeonDiana
Title: Contracts Technician, Purchasing
8/23/2012 3:29:08 PM
Submitted by
Title: Contracts Technician, Purchasing
Name: DeLeonDiana
8/23/2012 3:29:09 PM
Approved By
Name: pochopinpat
Title: Administrative Assistant,Facilities Management
Date: 8/23/2012 5:29:22 PM
Name: MarkiewiczJoanne
Title: Manager - Purchasing Acquisition,Purchasing & Gene
Date: 8/24/2012 10:23:07 AM
Name: DeLeonDiana
Title: Contracts Technician, Purchasing
Date: 8/24/2012 1:38:21 PM
Name: WardKelsey
Title: Manager - Contracts Administration,Purchasing & Ge
Date: 8/24/2012 4:47:40 PM
Packet Page -3295-
Name: PriceLen
Title: Administrator, Administrative Services
Date: 8/29/2012 4:47:47 PM
Name: KlatzkowJeff
Title: County Attorney
Date: 8/30/2012 11:19:47 AM
Name: FinnEd
Title: Senior Budget Analyst, OMB
Date: 8/31/2012 10:28:17 AM
Name: StanleyTherese
Title: Management/Budget Analyst, Senior,Office of Management & Budget
Date: 8/31/2012 5:34:44 PM
Name: OchsLeo
Title: County Manager
Date: 9/1/2012 3:12:22 PM
Packet Page -3296-
9/11/2012 Item 16.E.8.
9/11/2012 Item 16.E.8.
ASSt NIPTION AGREENIENT
This ASSUMPTION AGREEMENT is made and entered into as of September 11, 2012,
by and between ADT, LLC (-ADT ") and Collier County, a political subdivision of the State of
Florida ("Collier County").
WHEREAS, on June 23, 2009, in accordance with the terms and conditions of Invitation
to Qualify 409-5227, the Collier County Board of County Commissioners awarded Agreement
09 -5227 (Services for Seniors) to ADT Security Services, Inc., which Agreement was extended
by an Extension Letter dated February 23, 2012, signed by both parties, a copy of all of which is
attached hereto as Exhibit A. and hereinafter collectively referred to as "Agreement_ '* and
WHEREAS, ADT Security Services, Inc., hereby represents to Collier County that by
virtue of a company restructuring agreement, ADT is the successor in interest to ADT Security
Services. Inc... in relation to the Agreement: and
W'HER.EAS.. the parties wish to formalize ADT'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 Rood and valuable consideration, the receipt and sufficiency of which
are acltnowledged by the parties. it is agreed as follows
I. ADT accepts and assumes all rights, duties. benefits, and obligations of the
Contractor under the Agreement, including all existing and future obligations to pay and. perform
under the Agreement.
2. ADT will promptly deliver to Collier County evidence of insurance consistent
with Paragraph 11 of the Agreement.
3. Except as expressly stated, no further supplements to. or modifications of the
Aareement are contemplated by the parties.
4. Notice required under the Agreement to be sent to Contractor shall be directed to:
CONTRACTOR:
ADT. LLC
c,/ o 32100 U.S. Hiahway 19 North
Palm Harbor, Florida 34684
Phone: 877-456-1-1,87. Fax: 877-666 -4390
Attention: Martin Leverson. ADT HHSS Director
Collier Countv hereby consents to ADT "s assumption of the Agreement. No
waivers of performance or extensions of time to perform are granted or authorized. Collier
County will treat ADT as the Contractor for all purp oses under the Agreement.
Packet Page -3297-
9/11/2012 Item 16.E.8.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
COLLIER COUNTY:
ATTEST:
DWIGHT E. BROCK, Clerk
IN
, Deputy Clerk
ADT, LLC:
By:
Print Name
Date:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
FRED W. COYLE, CHAIRMAN
Attest:
Date:
Packet Page -3298-
Corporate Secretary
9/11/2012 Item 16.E.8.
A G R E E M E N T 09-5227
for
Services for Seniors
THIS AGREEMENT, made and entered into on this 23rd day of June, 2009, by and between
ADT Security Services, Inc., authorized to do business in the State of Florida, whose business
address is 32100 U.S. Highway 19 North, Palm Harbor, Florida 34684, hereinafter called the
"Vendor" and Collier County, a political subdivision of the State of Florida, Collier County,
Naples, hereinafter called the "County":
WITNESSETH:
I. COMMENCEMENT. This Agreement shall commence on July 1, 2009 and shall
terminate on June 30, 2012.
2. STATEMENT OF WORK. The Contractor shall provide Services for Seniors in
accordance with the terms and conditions of ITQ #09 -5227 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 Purchasing Policy and
Administrative 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 Appendix I, Contract Rate Caps, attached hereto and made an integral part hereof.
Payment will be made upon receipt of a proper invoice 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 ".
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.
Page 1 of 7
Packet Page -3299-
9/11/2012 Item 16.E.8.
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 Security Services, Inc.
32100 U.S. Highway 19 North
Palm Harbor, FL 34684
Attention: MartinE.'Levenson
Telephone: 877 -456 -1787
Facsimile: 877 - 666 -4390
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
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, Purchasing/ GS Director
Telephone: 239- 252 -8371
Facsimile: 239- 252 -6584
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.
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. 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 Aw*
Page 2 of 7
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9/11/2012 Item 16.E.8.
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.
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, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include Premises and Operations; Independent
Vendors; Products and Completed Operations and Contractual Liability.
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.
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. Renewal
certificates shall be sent to the County thirty (30) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Page 3 of 7
Packet Page -3301-
9/11/2012 Item 16.E.8.
Vendor shall insure that all subVendors comply with the same insurance
requirements that he is required to meet. The same Vendor shall provide County
with certificates of insurance meeting the required insurance provisions.
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, 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.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Housing 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 attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal, Insurance Certificate, and ITQ #09 -5227 Specifi-
cations /Scope of Services.
16. SUBTECT 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, 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. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Vendor is formally acknowledging without exception or stipulation that it is fully
Page 4 of 7
Packet Page -3302-
9/11/2012 Item 16.E.8.
responsible for complying with the provisions of 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. 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 upon satisfactory negotiation of price by the Contract Manager and
Vendor.
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.
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.
Page 5 of 7
Packet Page -3303-
9/11/2012 Item 16.E.8.
IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an -
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
B
[.�
Y-
Date
SE
lio Ian �
�" First Witness
v o v I -rot -0
I I yp /print witness namet
Second Witness
1 ►' IO -R-10 ru Z�'.
TType /print witness namet
Approved as to form and
legal sufficiency:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: — 4L 'M —
Donna Fiala, Chairman
ADT Security Services, Inc.
a
Vendor
Martin E. Levenson
ADT HHSS Director, Program Development
Typed signature and title
511
BY:
Jeff ".right, Assistant County Attorney
Page 6 of 7
Packet Page -3304-
September20, 2013
APPENDIX 1
CONTRACT RATE CAPS
SERVICE
Adult Day Care (CCE)
CHORE
Enhanced CHORE*
Emergency Alert Response System
Homemaker
Personal Care
Respite (In -Home)
Respite (In- Facility)ADI
Skilled Nursing
Specialized Med Equipment
Facility Respite (24 Hours)
9/11/2012 Item 16.E.8.
ALAXIMUM FEE/UNIT OF SERVICE
Total Cost Reimbursement
$10.00 per Hour $ 9.00
$20.00 per Hour
$18.00
$30.00 per Hour
$27.00
$ 1.11 per Day
$ 1.00
$20.00 per Hour
$18.00
$22.22 per Hour
$20.00
$20.00 per Hour
$18.00
$10.00 per Hour
$10.00
$38.89 per Hour $35.00
100% cost 90% of cost
$138.90 per 24hr. $125.00 per 24hr.
* Enhanced Chore requires two (2) or more workers performing multiple tasks at the same time.
Page 7 of 7
Packet Page -3305-
9/11/2012 Item 16.E.8.
For questions regarding this certificate contact: JOHN SBARPE Ismail: jfsharpe0adt.com Phone: 800 -568- 1216- OPT -3)
Packet Page -3306-
CERTIFICATE
OF INSURANCE CERTIFICATE NUMBER
616443
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
PRODUCER
RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY.
THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES DESCRIBED HEREIN.
Marsh, Inc.
1166 Avenue of the Americas
COMPANIES AFFORDING COVERAGE
COMPANY A: New Hampshire Ins. Co.
New York, NY 10036
Telephone(212)345 -5000
COMPANY B: Fireman's Fund Insurance Company
COMPANY C: Nat'l Union Fire Ins Co of Pittsburgh, PA
COMPANY D: Illinois National Insurance Co.
INSURED
COMPANY E: Commerce & Industry Ins Cc
ADT Security Services, Inc.
COMPANY F: Al South Insurance Co.
32100 US Hwy 19 N
COMPANY G: Insurance Company of the State of PA
Palm Harbor, FL 346843727
United States
COVERAGES
THIS IS TO CERTIFY THAT THE POLICES OF INSURANCE DESCRIBED HEREIN HAVE BEEN
ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIRMENTS, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE
AFFORDED BY THE POLICIES LISTED HEREIN IS SUBJECT TO ALL THE TERMS. CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY
PAID CLAIMS.
CO
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
POLICY
LIMITS
LTR
DATE (MMIODIYY)
EXPIRATION
A
GENERAL
LIABILITY
GL 1871924 (Primary GL)
1011/2008
10/1/2009
GENERAL AGGREGATE
$2,000,000.00
X
COMMERCIAL GENERAL
PRODUCTS - COMP/OP AGG
$2,000,000.00
CLAIMS MADE � OCCU
PERSONAL E ADV INJURY
„ 1 00 OA
EACH OCCURRENCE
$1,000 000.00
OWNERS b CONTRACTORS
FIRE DAMAGE (Any one fire)
$1,000,000.00
MED EXP (Any one person)
S10.000.00
C
AUTOMOBILE LIABILITY
CA 1607774 (MA)
10/1/2008
10/1/2009
COMBINED SINGLE LIMIT
$1,000,000.00
C
A NY AUTO
CA 1607775 (VA)
10/1/2008
10/1/2009
C
X HIRED AUTOS
CA 1607776 (AOS)
10/1/2008
10/1/2009
X NON-OWNED AUTOS
C
C
D
E
IO
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
THE PROPRIETOR/
PARTNERSIEXECUTIVE
WC 1872471.(CA)
WC 3754201 (AOS)
WC 1872475 (MI)
WC 1872472 (FL)
10/12008
101112008
10/112008
10/1/2008
10/1/2009
1011/2009
10/1/2009
10/1/2009
X wcerAnnomY arse
EL EACH ACCIDENT
$2,000,000.00
EL DISEASE- POLICY LIMIT
$2,000,000.00
EL DISEASE -EACH
$2,000,000.00
F
OFFICERS ARE:
WC 1872478 (CT,GA,PA,SC)
10 /1/2(108
10/1/2009
A
C
G
A
WC 1872477 (NY, OH, WI)
WC 1872473 (OR)
WC 1872476 (AR MA VA)
WC 1872474 (TX
10111r2008
10/1/2008
10/112008
10/1/2008
101112009
10/1/2009
10/1/2009
10/1/2009
EXCESS LIABILITY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
OTHER THAN UMBRELLA FORM
EACH OCCURRENCE
UMBRELLA FORM
OTHER
8
B
B
BuOders RIaMnstallatlonlContract Worio
ReMat EquiprrienUContri does Equipment
Blanket Transtt
OC 9112OW
OC 9112WO
OC 9112860
5/1/2009
5 /12009
5!12009
51112010
51112010
51112010
USD $1.000,000.00 per IDbsM
USD $1,000,000.00 per Wasits
USD $1.000,000.00 per conveyance
DESCRIPTION OF OPERATIONSA ACATIONSIVENICLESMEC1AL ITEMS
Collier County Board of County or any
other third party shall not be afforded status of an additional insured except as expressly agreed to and
subject to the terms and conditions of
a written agreement between the Named Insured and Collier County Board of Cou
Job Number: 0791 Customer Number: 0791
Town Number: 0791
Other Additional Insureds: Collier County Board of County Commissioners
CERTIFICATE MOLDER
CANCELLATION
Collier County Board of County
SHOULD ANY OF THE
M3URER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTIC EXPIRATION TO THE DATE R`nFICATE HOLDER
Commissioners
Purchasing Dept, Building G
3301 E. Tamiami Trail
NAMED HEREIN BVr FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON
THE INSURER AFFDIiOMG COVERAGE, ITs AGENTS OR REPRESENTATIVES. OR THE ISSUER OF THIS CERTIFICATE.
j N :-� I �-
Naples, FL 34112
MARSH USA INC, BY: Franklin Hallock Global Marine
United States
David Kong. malty Prograrn Transit Program
VALID AS OF: 6!2612009
For questions regarding this certificate contact: JOHN SBARPE Ismail: jfsharpe0adt.com Phone: 800 -568- 1216- OPT -3)
Packet Page -3306-
Collier County BCC 2/27/2012 7:58:01 AM PAGE 3/004
FGis
iO3 7�i C0141 ty
Adrriinistra ive. Services Division
Purchasing
February 23, 2012
Mr. Martin Levenson
ADT Security Services, Inc.
32100 US Highway 19 North
Palm Harbor, FL 34684
Fax: 844- 666 -4390
Email:
Re: Extension of Contract # OM227'Services for Seniors'
Dear Mr. Levenson:
9/11/2012 Item 16.E.8.
Fa). - -- • --
The above contract will expire June 22, 2012 therefore the County will seek new proposalstbids for
these services. In order to maintain required service levels in the interim, we request an extension
of your contract as provided for in the Collier County Purchasing Policy until December 22, 2012
or until the new contract is awarded, whichever is sooner.
If you are agreeable to extension of the referenced contract, please indicate your Intentions by
providing the appropriate information as requested below:
_g^ I am agreeable to extending the present contract for the time period
indicated under the same terms and conditions as the existing contract.
I am not agreeable to extension of this contract.
R d=kV DeQ met- 3327 Tamiami Trail East • Napes, Florida 34112-4901 - www.co6ler OVMttputihasing
Packet Page -3307-
Collier County BCC 2/27/2012 7:58:01 AM PAGE 4/004 Fz 9/11/2012 Item 16.E.8.
Page 2 of 2
Re; Extension of Contract 9 09 -5227 'Services for Seniors'
Your prompt attention is urgently requested. Please return this letter to the Purchasing
Department, with your response as soon as possible. You may fax your response, to:
239.252.6592 or email brendareavesna.colliergov.net. if you have any questions you may contact
me at 239.252.6020.
Best regards,
4-y . Carrell
Director – Purchasing ! General Services
Acceptance:
ADT Security Services, Inc.
Cor tractarNendor
By: ok`d per MEL
Signature Martin E. Levenson
AnT Romps T•Taal th Seenri tv Services Director
Typed Name and Title
(Corporate Officer)
Date: 27-2012
Packet Page -3308-
9/11/2012 Item 16.E.8.
VENDOR CONSENT TO ASSIGNMENT TO ADT LLC
July 23. 201"'
Lyn M. Wood, C.P.M.
Contract Specialist.
Collier County Government Center
Purchasing g Department - Purchasing Building
3301 TarniamiTrail, East
Naples. FL 34112
Dear: Mr. Wood:
Re: Important Information Regarding a Restructuring of ADT Security, Services, Inc.
On September 19, 1-01 L Tyco International Ltd.. the parent of ADT Security Services,
Inc. (*-ADTSS"), announced that its Board of Directors approved a plan to. among other things,
separate ADT's North American residential and small business., including its emergency alert
response products and services, (,the "Residential. Business") from Tyco into a separately traded
public company (the "Tyco Transaction"). As part of the restructuring to be undertaken in
anticipation of the separation of the Residential Business. Tyco intends to cause ADTSS to
transfer its Residential Business assets and employees to ADT LLC, a newiv formed Delaware
limited liabilitv corn.vattv that will continue to conduct the Residential Business and operate
under the YU)T brand name (the "AD-f—Fransaction"), After the Tyco Transaction, ADT LLC
will no lonaer being affiliated with Tyco or ADTSS.
ADTSS and Collier County Government Board of County Commissioners, Purchasing
Department are parties to the Services to Senior-, Community Care for the Elderly Program
Referral (Contract Number is 09-5227) Agreement effective date: 07/01/2009 to provide
Personal Emergency Response Systems, (as amended to date, the -Agreement"). A cop); of
which is attached for your reference. The Agreement relates solely to the Residential Business.
In ilght of the restructuring and separation. ADT requests the Company to consent to the
assi--nment of the Agreement to ADT LLC on the date of the ADT Transaction, which is
expected to occur on or about June 30, 2012 (the "Effective Date") and to release ADTSS from
any obligations and liabilities there under from and after such date, From the date of the
assignment. references to ADTSS in the Agreement shall be deemed replaced with references to
ADT LLC. As of the date of the assignment of the Agreement, ADT LLC shall assume and be
responsible for all such obligations and liabilities from ADTSS under the Agreement, and
ADTSS shall have no further rights, obligations. and liabilities ofan-v kind whatsoever under the
Agreement. The Agreement shall be binding only on ADT LLC. ADT LLC; has been assigned
rational Provider Identification Number ("NPI-) 1699038836 from the Department of Health
and Human Services and has been issued Federal Employer Identification Number ('*FEIN**,) (5-
434 3 791.
Packet Page -3309-
9/11/2012 Item 16.E.8.
Please cojuirm the consent and release of the Company and its affiliates to this
assignment and their agreement that such assignment would not constitute a basis for
termination, give rise to any other rights or otherwise auect the terms of the Agreement, by
s boning the enclosed copy in the space provided and returning it the undersigned by either
facsimile at 877- 666- 4390.pdf copy via email to r.nleverson0o adt.cozn or by rea-rular mail to the
address set forth above.
Find regards,
Ma ty ev son
Director, Program Development
Home Health Services
ACKNOWLEDGED AND AGREED by the Company's authorized representative this — day
of , 2012.
Name:
Title:
Packet Page -3310-
9/11/2012 Item 16.E.8.
e171111e5, M IS )'vut c4 rtylvyrn ,uou w,—•—..•� •. --. �_ ..,- " a -- -- - .
TIN on page 3.
Cmpioyer identification number
If the account Is in more than one name, see the chart on page 4 for guidelines on whose
number to enter. _
145 =34, 3 1 7 1 T81
certification .
Under penalties of perjury, I ceitify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that i am subjectto backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person (defined below).
Ceridfication instructions. You must cross out item 2 above it you have been notified by the iRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or• abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correctTiN. Seethe
instructions on page 4. -
Sign Signature of
Here Me. person e ®ate P June -.27, 2012...
General Q17� t��;ti�� a6
`
Request for if axpayev
to this Form VV -9.
Giese Form to the
Form
Rev. Decarnber 2011)
(,�r� fr!1p�a�tjf
Odenti ff p,�ation ��(�71�t11bew and Cool{ t lfic,2 0n
considered a U.S. person if you are:
requester. Do not
send W the IRS.
apartment of the Treasury
example, income paid to you, real estate transactions, mortgage interest
organized in the United States or under the laws of the United States,
you paid, acquisition or abandonment of secured property, cancellation
Internal
Revenue Service
o A domestic trust (as defined in Regulations section 801.7701 -7).
--
Special rules for partnerships. Partnerships that conduct a trade or
alien), to provide your correct TIN to the person requesting it (the
_
Name (as shown on your income tax retum)
requester) and, when applicable, to:
tax on any foreign partners' share of income from such business.
ADT LLC
Further, in certain cases where a Form VV -9 has not been received, a
numberto be issued),
Business name /disregarded entity name, if different from above
2. Certify that you are not subject to backup vaithholding, or
N
3. Claim exemption from backup withholding if you area U.S. exempt
States, provide , W -9 to the partnership to establish your U.S.
payee. If applicable, you are also certifying that as a U.S. person, your
allocable share of any partnership income from a U.S. trade or business
status and avoid withholding on your share of partnership income.
.
is not subject to the withholding tax on foreign partners' share of
rn
Check appropriate boxforfederaltaxclassL "nation:
Gat. No.
C
❑ Individual /sole Proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trustfestaie
Cc
°u
❑ Exempt payee
%a
Limited liability company. Enter the tax classification (C =c corporation, S =S corporation, P= partnership) P
c
❑other (see .instructions) 0--
Renuester s name and address (oprionaf)
®
Address (number, street, and apt. or suite no.)
C1
1501 Yamato Road _
m
City, state, and ZIP code
Boca Raton, FL 3.3431
List account number(s) here (optional)
°
Taxpayer identificatiOn Number (TIM)
Soria[ securtyy
- ---
number
Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line
to avoid backup vdithhoidirg. For individuals, this is your social security number (SSN). However, for a ( _ f resident alien, sole
or disregarded entity, see the Part 1 instructions on page 3. For other
__
proprietor,
... . , za,:: ....- ..6...e /CIrJI rFv— 4- nn+ haves a ni rmhr..r. ser_ How to apt
I� l4 I�
e171111e5, M IS )'vut c4 rtylvyrn ,uou w,—•—..•� •. --. �_ ..,- " a -- -- - .
TIN on page 3.
Cmpioyer identification number
If the account Is in more than one name, see the chart on page 4 for guidelines on whose
number to enter. _
145 =34, 3 1 7 1 T81
certification .
Under penalties of perjury, I ceitify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that i am subjectto backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person (defined below).
Ceridfication instructions. You must cross out item 2 above it you have been notified by the iRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or• abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correctTiN. Seethe
instructions on page 4. -
Sign Signature of
Here Me. person e ®ate P June -.27, 2012...
General Q17� t��;ti�� a6
Note, If a requester gives you a form other than Form Vrf -g to request
your TIN, you must use the requester's form if it is substantially similar
Section references aretothe internal Revenue Code unless otherwise
to this Form VV -9.
noted.
Definition of a U.S. person. For federal tax purposes, you are
Purpose of Form
considered a U.S. person if you are:
A person who is required to file an information return with the iRS must
obtain your correct taxpayer identification number (TIN) to report, for
° An individual who is a U.S. citizen or U.S. resident alien,
o A partnership, corporation, company, or association created or
example, income paid to you, real estate transactions, mortgage interest
organized in the United States or under the laws of the United States,
you paid, acquisition or abandonment of secured property, cancellation
o An estate (other than a foreign estate), or
of debt, or contributions you made to an IRA.
o A domestic trust (as defined in Regulations section 801.7701 -7).
Use Form W -9 only ff you are a U.S. person (including a resident
Special rules for partnerships. Partnerships that conduct a trade or
alien), to provide your correct TIN to the person requesting it (the
business in the United States are generally required to pay a withholding
requester) and, when applicable, to:
tax on any foreign partners' share of income from such business.
1. Certify that the TIN you are giving is correct (or you are waiting for a
Further, in certain cases where a Form VV -9 has not been received, a
numberto be issued),
partnership is required to presume that a partner Is a foreign person,
2. Certify that you are not subject to backup vaithholding, or
and pay the withholding tax. Therefore, if you are a U.S. person that is a
ership conducting atrade or business in the United
partner in a partnership
3. Claim exemption from backup withholding if you area U.S. exempt
States, provide , W -9 to the partnership to establish your U.S.
payee. If applicable, you are also certifying that as a U.S. person, your
allocable share of any partnership income from a U.S. trade or business
status and avoid withholding on your share of partnership income.
.
is not subject to the withholding tax on foreign partners' share of
effectively connected income.
Form W-9 (Rev. 12 -2011)
Gat. No.
10231X
Packet Page -3311-
9/11/2012 Item 16.E.8.
Home Health
Security Services
ADT Home Health Security Sernriees
32100 U.S. Highway 19 North
Prim Harbor, FL 34684
(877) 456 -1787 Ext- 4636
Fax (877) 666 -4390,
Email: jfsharpetaiadt.com
K Date: July 23, 2012
To: Lyn M. Food, C.P_NL — Contract Specialist
■ Fag: 239 -252 -6592
• From: John Sharpe -- Sales Coordinator
Pages: 4 (including cover sheet)
Comment: Hello Ms. Rood: this is to advise of the Restrwturing of ADT Security
Services, Inc.
Please sign the attachment to acknowledge Consent to Assignment to ALIT LLC.
Please confirm the consent by sending the completed signed and bated Achnowled�ed and
Agreed copy to the attention of Markin Levenson, ADT HHSS Director:
Via fax: 877 - 666 -4390
email: mleverisantii �cit_ om
or regular mail to: ADT Home Health Security Services, 32100 U.S. Highway 19 Nc�rtls palm
Harbor, FL 34684
Thank you kindly, .lo�'in
A-11
rte �r� sir ;s,l_n Packet Page -3312-