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Item C24BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: August 15, 2012 Division: Public Works/Enineerin_ Bulk Item: Yes X No Department: Engineering Staff Contact Person: Clark Briggs — ext. 4306 AGENDA ITEM WORDING: Approval to execute Consent to Assignment for existing contract between Monroe County and ADT Security Services, Inc. to assign contract to the Company known as Tyco Integrated Security which has merged with ADT Security Services, Inc. ITEM BACKGROUND: ADT Security Services, Inc. was awarded a contract for installing, providing all equipment, supplies, labor and monitoring on a 5 year contract with a 5 year renewal option for the video surveillance on Duck Key. ADT Security Services, Inc. merged with an affiliate company and changed its corporate name to Tyco Integrated Security. The Consent to Assignment reflects the change. PREVIOUS RELEVANT BOCC ACTION: BOCC granted approval to execute a contract with ADT Security Services, Inc. for installing, providing all equipment, supplies, labor and monitoring services on a 5 year contract with a 5 year renewal option, for the video surveillance on Duck Key at the March 21, 2012 meeting (item C-26). CONTRACT/AGREEMENT CHANGES: Assign existing contract with ADT Security Services, Inc. to Tyco Integrated Security. STAFF RECOMMENDATIONS: Approval as stated above. TOTAL COST: n/a BUDGETED: Yes No COST TO COUNTY: n/a SOURCE OF FUNDS: n/a REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 8/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Tyco Integrated Security Contract # Effective Date: Date of Commencement Expiration Date: 5 years from Date of Commencement Contract Purpose/Description: Consent to Assign from ADT Security Services, Inc. to Tyco Integrated Security for the Duck Key Security System Installation and Maintenance Contract Manager: Judy Clarke 4329 Engineering/#1 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 8/15/2012 Agenda Deadline: 7/31//2012 CONTRACT COSTS Total Dollar Value of Contract: $ 39,902.52 _ Current Year Portion: $ 41,457.00 Budgeted? Yes® No ❑ Account Codes: t� - Owl -30 3,1 Fund 152 Grant: $ - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $311.50/mo. For: maintenance and preferred services (Not included in dollar value above) CONTRACT REVIEW Changes Date O T ,_� T li Le In Nee � evi'e Division Director ) J/ Yes❑ No /4 Risk Mana e ent � Yes❑ No j `. O.M.B./Purc asing q3WI/ Yes❑ No[Z] County Attorney 4 1540-Yes❑ N p o tt rt� Comments: OMB Form Revised 2/27/01 MCP #2 CONSENT TO ASSIGNMENT This Consent to Assignment is entered into this 15 "' day of A u g u s t , 2012, by and between Monroe County, a political subdivision of the State of Florida, hereafter COUNTY, and ADT Security Services, Inc. hereafter ASSIGNOR, and Tyco Integrated Security, hereafter ASSIGNEE. WHEREAS, on March 21, 2012 the COUNTY and ASSIGNOR entered into a contract for Installation, all equipment, supplies, labor and monitoring service for 5 years commencing on May 3, 2012, with a 5 year renewal option, upon written agreement, for a video surveillance security system on Duck Key; WHEREAS, the COUNTY received notice that effective July 9, 2012, the Assignor and Assignee and will now be known as Tyco Integrated Security. Now, therefore inconsideration of the mutual promises of the original agreement as amended herein, the parties agree as follows: 1. Upon completion of the change in legal entity effective July 9, 2012, the Assignor assigns to Assignee all the Assignor's rights, title and interest in the original agreement. 2. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement, as amended above. 3. The remaining provisions of the agreement dated March 21, 2012, not inconsistent herewith, remain in full force and effect. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOHLAGE, CLERK OF MONROE COUNTY, FLORIDA By: Deputy Clerk Witnesses: By: Signature Printed Name Witnesses: By: Signature Printed Name M Mayor/Chairman ADT Security Services, Inc. (ASSIGNOR) By: Signature Printed Name Tyco Integrated Security (ASSIGNEE) By: Signature Printed Name MONROE COUNTY ATTORNEY APPROVED AS TO FORM: CH ISTINE M. LIMBER BARROWS � A I TAN_ COUNTY ATTORNEY Date tqC0 Integrated Security ADT Con?rnercrai Security is now Tyco Integrated Security Dear Tina Losacco. It's official: ADT Commercial Security is now Tyco Integrated Security. We're excited about this change because it means more focus on the complex security needs of commercial customers, using the most innovative technologies and integrated solutions to help advance your business And on a personal note, I am committed to ensuring that you continue to receive the highest level of service — from every level of Tyco Integrated Security. Accordingly, I wanted to share a message from our president, Brian McDonald, who is leading this change and our charge to provide security solutions that help you protect what matters most. Sincerely, Ozzie Gonzalez Commercial Sales Manager 954-266-5100 ogonzalez@tyco.corn July 9, 2012 Phone: Web: wwyc IIs,coIrirll Billing or service email: NOTE: When you get a call from us, the caller ID will read: AD rrs-rr-,yco 1. n[.egrated Sea. ui lrilty Recognizing that commercial enterprises have different needs from home and small business security needs, ADT has separated into two new companies. ADT Commercial Security is now Tyco Integrated Security; our new name reflects our distinct focus on helping commercial customers drive their business forward. Tyco Integrated Security is the new name for a new, more focused commercial security brand that combines the excellence of ADT with the expertise and resources of Tyco International. Although our name has changed, you can count on the same commitment, passion, leading -edge technologies and reliability you've come to expect from the commercial security industry leader. For over 100 years, we provided security for businesses under the brand name ADT. I invite you to visit us at w k,lk,l Y - 1S a,cor ri and learn what we can do to help businesses like yours for the next 100 years. Sincerely, Brian McDonald President, Tyco Integrated Security © 2012 Tyco Integrated Security LLC. ALL RIGHTS RESERVED. Tyco and Tyco Integrated Security are trade/service marks of Tyco International Services GmbH and are used under license. All other marks are the property of their respective owners. Licensing and other important information is available on www.tycois.com. __�_______ nT r}nnnnnnTTnAt PAGE 02/16 3 Page 1 of 1 Electronic Filing Cover Sheet Note: Please print this page and use it as a cover sheet. Type the fax audit ner A (shown below) on the top and bottom of all pages of the document. r—M :, (((1412000173356 3))) yy CA cn w r0 ! !!I III! lll! hill IIII! rilll lily Illll Ilil!IIi1I!)lllllll 1111I ilIl IlIII xllll IIIII !i I!I!1 lid Nt20001733563ADC C:) Y Note: DO NOT hit the REFRESWRELOAD.button on your browser from this page. Doing so will generate another cover sheet. To: From: . ENE pp� F Account Name : C T CORPORATION SYSTEM Account Number ; FCA000000023 Phone (850)222-1092 Fax Number (850)878-5368 Division of Corporations Fax Number : (850)617-6380 **Enter the email address for this business entity to be used for fu-_ annual report mailings. Enter only one email address please.** `mail Address: MERGER OR SHARE EXCHANGE TYCO INTEGRATED SECURITY LLC Certificate'of Status 0 Certif ed C2Ey L0 Pa a Count 15 Estimated Charge $105.00 Electronic Filing Menu Corporate riling Menu 1A'6D D0 https://eftle.sunbiz.org/scripts/efileovr,exc Delp 7y 7/2/2012 P. I I M FA N 2 any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. Code of Ethics, County agrees that officers and employees of the County recognizt and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency- unauthorized 7 compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 24. No Sol icitation/Payment: The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide emp:loyee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 25. Public Entities Grimes By signing this Agreement, Contractor represents that the execution of this Agreement will not violate the Public Entities Crime Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination: of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. 26, Public Access. Customer and ADT shall allow and permit reasonable access to, and inspection of this Agreement and any service tickets or invoices specifically related thereto in its possession or under its control subject to the provisions of Chapter 119, Florida Statute, in conjunction with this Agreement. 27. Non -Waiver of Immunity. Notwithstanding the provisions of F.S. 768.28, the participation of the Customer and ADT in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed County's waiver of sovereign immunity, nor shall any contract entered into by the County be required to contain any provision for waiver. 28. Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules, pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. Ell 29, Legal Obligations and Responsibilities: Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obl�igation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 30, Non-Rellance by Non -Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or proggram contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, oi superior to the community in general or for the purposes contemplated in this Agreement. 31. No third Party Beneficiaries: Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. Q. Attestations- Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 33. No Personal Liability, No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 34. Execution In Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 35. Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. t-,6. Adjudication of Disputes or Disagreements: The Owner and Contractor agree that all disputes and disagreement shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution.can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting of; the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This 9 provision does not negate or waive the provisions of Paragraph X concerning cancellation. 37. Cancellation and Termination: In the event that the Contractor shall be found to be negligent in any aspect of installation, stocking, maintenance, repair, or service, the County shall have the right to terminate this agreement after five days written notification to the Contractor. The Contractor or Customer may terminate this agreement without cause by providing written notice of termination at least (60) days prior to the date of termination. 3& Notice Requirements: Any notice required under this agreement shall be in writing and hand delivered or mailed postage prepaid, to the other party by certified mail, return receipt requested, to the following: ADT Security Services, Inc. Monroe County Engineering Services 10785 Marks Way 1100 Simonton Street Miramar, FL 33025-3976 Key West, FL 33040 39. Cooperation: In the event any administrative or legal proceeding is instituted agains) either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 40. Controlling Terms. The terms and conditions of this Agreement shall supersede any and all conflicting or inconsistent terms and conditions of the ADT PROPOSAL, THE REQUEST FOR PROPOSAL FOR DUCK KEY SECURITY SYSTEM INSTALLATION AND MAINTENANCE, THE REQUEST FOR QUALIFICATIONS, and any other qssociated document. M WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS "CustomerZ A-* REF-9 SEAL),"'�' 17ES IV- Deputy, Clerk Witnesses for ADT GILBERM GENARO 10 MY COMMISSION # EE 100816 EXPIRES: June 6, 2015 G 21:1111111 € GILBERTO GENARO My CQMMdSSIGN 0 EE 1OW16 EXPIRES: Junu 6, 2015 Bonded That Bu* Notary QeMoas Locations (physical sisal street address, city, state,, zip code, premises telephone number) Customer's Authorize Representative (Name and Telephone Number) Service Start Date _ Services Selected ___... Annual Service Charges 3 ,t Permit No, T<ix I olio No. 0I I� I: c )E t' 1�'l l:l l(� NII N F ytal;: of Halrid!La I'lepaiLd 11� I he r�nrlea�si ntei herehv_ -ta"es notice that imploN ("mew ac ill be mach cc nam real tjZ�jrIj,�nd in accordance atitla Chatter 713" Florida SWILItat- tl»1'(9.1 ...infig rniaiio11 Lsjrtavidcd in thisNoticeof Commencement 1. Description of property; to AW41 lerjaf clescrspGon, RCft street address 2. (,,eneral (iescription of iruprovetneut fy 1 3. Owner information: aa. Owner name: h. Interest in property: _ c- Name and address of tee simple titlelu Ider-, if other than owner: t. Contractor inf(rnyation: a. Nance:— Ir. I'houe and fax: i. Surely information (if,any): a. !slaruc: 1). Address: c: Phone and fax: d: Amount of hand: G_ 1 ender- information: a: ;'Name: h: Address:. c': Phone and fax: 7. Persons oa athira tire State of Floridariesi nated bry Owner upon kahorn notia es or other documearts [TIAN, be served as provided by Section 71 3.13(i)(a)7., Florida Statutes Name and address Phone / fax number S. In aalalit`sott to hiataself Err larrscll', CJawraer desitr;raatas of to receive a copy of the Lienor"s Notice as provided in Section 713.13(1)(h), Florida Statutes. Phone I fax number 9. Expiration date of notice of commencement (expiration (late is one. (I ) year froth the d t( of recording awnless a different date is specified) PFOP ty Own r nature gate Sworn Efa (,or <affirm€ d)-gnd subscribed before me this day of 20 :.. by f... Personally know or t(9oraiiftcaaiora produced nif Re All IA na '° P fi of Ncfarq Pulaiic-Slate 0 Flpr+d 9, C