HomeMy WebLinkAbout25757AGREEMENT INFORMATION
AGREEMENT NUMBER
25757
NAME/TYPE OF AGREEMENT
HUGHES HUBBARD & REED, LLP
DESCRIPTION
TEAM FOR LIFE SERVICES AGREEMENT/AUTOMATED
EXTERNAL DEFIBRILLATOR/FILE I D : 08-01185/R-08-
0606/MATTER I D : 25-2126
EFFECTIVE DATE
September 12, 2025
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/12/2025
DATE RECEIVED FROM ISSUING
DEPT.
9/18/2025
NOTE
DOCUSIGN AGREEMENT BY EMAIL
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Department of Fire -Rescue
DEPT. CONTACT PERSON: Vishwani Ramlal-Campbell
EXT: (305) 416-5465
NAME OF CONTRACTUAL PARTY/ENTITY: Team for Life Service Agreement — Hughes Hubbard & Reed
IS THIS AGREEMENT TO BE EXPEDITED/RUSH
TOTAL CONTRACT AMOUNT: $150.00
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY:
❑ YES NO
FUNDING INVOLVED? DYES NO
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
PURPOSE OF ITEM (DETAILED SUMMARY/ADD ADDITIONAL PAGES IF NECESSARY): To be utilized to assist
participants in deploying public access defibrillation (PAD) programs and to provide PAD program management
and response services.
COMMISSION APPROVAL DATE:
FILE ID:
ENACTMENT NO:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
September 12,
PRINT: ROBEIA:
2025 110:37:52
SIGNATURE:
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Initial
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SUBMITTED TO RISK MANAGEMENT
September 12,
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SIGNATURE:
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SUBMITTED TO CITY ATTORNEY
September 12,
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SIGNATURE:
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Matter ID# 25-2126
APPROVAL BY ASSISTANT CITY MANAGER
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SIGNATURE
APPROVAL BY DEPUTY CITY MANAGER
September 12,
PRINT: NATASHA
2025 112:56:56
SIGNATURE:
COLEBROOK-WILLIAMS
DocuSigned by:
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RECEIVED BY CITY MANAGER
September 12,
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2025 115:40:17 Di �V.
SIGNATURE: �'T p
SUBMITTED TO THE CITY CLERK
September 12,
PRINT: TOD9_H
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SIGNATURE:
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ED
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE
CITY MANAGER
on July 7'h 2024
TEAM FOR LIFE
SERVICES AGREEMENT
This Agreement is entered into this 12 day of September , 20 25and effective
by and between the City of Miami ("City"), a municipal
corporation of the State of Florida, and Hughes Hubbard & Reed LLP, 201 S. Biscayne Blvd.=
Suite 2500, Miami F133131 ("Participant") for 1 AED units.
A. Participant has acquired an automated external defibrillator ("AED") for use outside a
health care facility for the purpose of saving lives of persons in cardiac arrest (public
access defibrillation).
B. City through its Fire -Rescue Department operates "Team for Life" to assist participants
in deploying public access defibrillation ("PAD") programs, and to provide PAD
program management and response services ("Services").
C. Participant wishes to engage the Services of City and City wishes to provide Services
to Participant, under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained,
Provider and City agree as follows:
1. RECITALS: The recitals are true and correct and are hereby incorporated into
and made part of this Agreement.
2. TERM: The term of this Agreement shall be two (2) years from:
July 7th 2024
3. SCOPE OF SERVICES:
A. Medical Oversight
City's designated medical director is responsible for medical direction and control to review the
quality of City's PAD program ("Medical Director") and, in cooperation with the Program
Administrator, as defined below, will:
• Review and/or approve of all medical aspects of Participant's PAD Program.
• Approve type(s) of AED unit(s) for use.
Page 1
• Review and/or approve ancillary medical equipment and supplies for Participant's PAD
Program.
• Approve type(s) and frequency of AED training provided to personnel in conjunction with
guidelines established by the American Heart Association or equivalent.
• Perform a quality management review each time an AED unit is used and post incident
response services for units within the jurisdiction of the City and the Village of Key
Biscayne;
• Act as medical liaison with local emergency medical services ("EMS") and coordinate
EMS response protocols.
• Participate in the annual review and evaluation of the medical components of Participant's
Program and quality assurance processes that address medical review of AED unit use, and
recordkeeping.
B. Program Administration
City's Program Administrator ("Program Administrator") will provide the Medical Director with
a report on each use of an AED unit, as part of quality management and, in consultation with the
Medical Director, will:
• Assist in development and maintenance of a written program, and establishment of
protocols.
• Assist and approve placement of each AED unit.
• Provide timely written notification to EMS about the acquisition of AED units, the type
acquired, and its location.
• Conduct post incident response services on location.
• Upon request provide program updates, status reports, and response to questions.
C. Program Liaison
Participant's program liaison is responsible for the day -day management of the PAD Program
("Program Liaison") and, in consultation with the Program Administrator will ensure:
• AED units are properly maintained and tested in accordance with manufacturer's
guidelines.
• Personnel are trained in accordance with American Heart Association guidelines.
• Adequate AED-related supplies and recommended ancillary medical equipment are kept
on -hand.
• Required personnel training, AED unit maintenance and testing records are completed.
• Notification to PAD administrator of any use of AED unit.
• Participation in post incident debriefing and response and record submission.
• Participation in annual program reviews and quality assurance processes.
Page 2
4. COMPENSATION:
The amount of compensation payable by Participant to City for services under this agreement is
One hundred Fifty dollars ($150.00) for one AED unit, in accordance with Exhibit "A" "Team
for Life Services Agreement Fee Schedule" attached and is payable within sixty (60) days after
receipt of Participant's invoice.
5. INDEMNIFICATION:
Participant agrees to indemnify, defend and hold harmless the City and its officials, employees
and agents ("City") and each of them from and against all claims, damages and expenses by reason
of any injury to or death of any person or damage to or destruction or Toss of any property arising
out of, resulting from, or in connection with (i) the performance or non-performance of the
Services contemplated by this Agreement, which is or is alleged to be directly or indirectly caused,
in whole or in part, by any act, omission, default or negligence of City or of Participant; or (ii) the
failure of Participant to comply with any of the requirements specified within the Agreement, or
the failure of Participant to conform to statutes, ordinances, or other regulations or requirements
of any governmental authority in connection with the Agreement.
6. NONDISCRIMINATION:
Participant does not and will not engage in discriminatory practices and warrants there shall be no
discrimination in connection with Participant's performance under this Agreement on account of
race, color, sex, religion. age, disability, sexual orientation. marital status or national origin.
Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her
race, color, sex, religion, age, disability, sexual orientation, marital status or national origin, be
excluded from participation in, be denied services, or be subject to discrimination under any
provision of this Agreement.
7. DEFAULT:
If Participant fails to comply with any essential term or condition of this Agreement, or fails to
perform any of its obligations hereunder, then Participant shall be in default. Upon the occurrence
of a default hereunder the City, in addition to all remedies available to it by law, may immediately,
without notice to Participant, immediately terminate this Agreement.
8. TERMINATION:
Either party may terminate this Agreement upon ten (I 0) days written notice prior to the effective
termination date. Participant understands and agrees that termination of this Agreement shall not
release Participant from any obligation accruing prior to the effective date of termination. The
City shall be entitled to receive compensation for all services rendered prior to the effective date
of the termination.
Page 3
9. PUBLIC RECORDS:
Participant understands that the public shall have access, at all reasonable times, to all non-exempt
documents and information pertaining to City contracts, subject to the provisions of Chapter 119,
Florida Statutes, and agrees to allow access by the City and the public to all non-exempt public
documents subject to disclosure under applicable law. Participant's failure or refusal to comply
with the provisions of this section and/or Florida Public Records Law shall result in the immediate
cancellation of this Agreement by the City.
10. COMPLIANCE WITH ALL LAWS:
Participant understands that agreements between governmental agencies are subject to certain laws
and regulations, including laws pertaining to public records, conflict of interest, record keeping,
etc. City and Participant agree to comply with and observe all applicable federal, state and local
laws, rules, regulations, codes and ordinances, as may be amended from time to time. Participant
warrants and represents it will comply with and observe all legal requirements in connection with
its PAD program in performing and receiving all services and obligations under this Agreement.
11. ASSIGNMENT:
This Agreement shall not be assigned by Participant, in whole or in part, without the prior written
consent of the City, which may be withheld or conditioned, in the City's sole discretion.
12. ENTIRETY:
This Agreement constitutes the sole and entire agreement between the parties hereto. No
modification or amendment hereto shall be valid unless in writing and executed by properly
authorized representatives of the parties hereto. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect,
13. RESOLUTION OF DISPUTES:
Participant understands and agrees that all disputes between Participant and City based upon the
alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager
for his/her resolution prior to provider being entitled to seek judicial relief in connection therewith.
In the event the amount of compensation hereunder exceeds $25,000, the City Manager's decision
shall be approved or disapproved by the City Commission.
Page 4
Hughes Hubbard & Reed LLP
PARTICIPANT:
By:
Francesca Tuffy
Print Name
Office Administrator
Title
July 9, 2025
Date
WITNES: OF PARTICIPANT:
int Name
Administrative Assistant
Title
July 9, 2025
Date
Counterparts and Electronic Signatures. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and such counterparts
shall together constitute but one and the same Agreement. The parties shall be entitled to sign and
transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email
transmission), which signature shall be binding on the party whose name is contained therein. Any
party providing an electronic signature agrees to promptly execute and deliver to the other parties
an original signed Agreement upon request.
Page 7
REPRESENTATION AND WARRANTY
WHEREAS, Hughes Hubbard & Reed LLP, , a Florida
at profit or ❑ non-profit corporation, whose
principal address is 201 S. Biscayne Blvd., Suite 2500, Miami, FL 33131
(hereinafter, the "Participant"), desires to enter into
a Public Access Defibrillation (PAD) Program Service Agreement with the City of Miami, a
copy of which is attached hereto (hereinafter, the "Agreement");
Power, Authority and Enforceability. Francesca Tuffy has full
corporate power and authority to enter into this Agreement. This Agreement has been duly
executed and delivered by duly authorized signatories of
Participant
This Agreement constitutes a valid and binding
obligation of the participant, enforceable against the participant in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights
generally.
DATED this 9th day of July
ATTEST:
(gig
Print Name:
Officer as listed on Sunliz)
lio Saiz
Print Ile: /Office Administrator
, 20 25
Print Title: Administrative Assistant
Page 8
ANTI -HUMAN TRAFFICKING AFFIDAVIT
l . The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact
business in the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a
contract (including, but not limited to, any amendments, as applicable) with
the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or
other City entity which constitutes a governmental entity as defined in Section
287.138(1), Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida
Statutes (2024), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services
as defined in Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, 1 declare
the following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit
and that the facts, statements and representations provided in Section 1 are
true and correct.
b. I am an officer, a representative, or individual of the nongovernmental
entity authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual: Hughes Hubbard & Reed LLP
Name: Francesca Tuffy
Signature:
Office Address: 201 S. Biscayne • , 2500
Miami, FL 33131
Title: Office Administrator
Email Address:
francesca.tuffy@hugheshubbard.com
Main Phone Number: 305-373-5668
Page 5
EXHIBIT "A"
TEAM FOR LIFE
SERVICES AGREEMENT
FEE SCHEDULE
A. INITIAL TWO (2) YEAR TERM:
First (1) AED $300.00 (three hundred dollars)
Each additional AED $ 50.00 (fifty dollars)
B. POST INCIDENT RESPONSE SERVICES:
$ 55.00 (fifty five dollars) per hour
SUBSEQUENT RENEWAL TERM:
First (1) AED $ 1 50.00 (one hundred fifty dollars)
Each additional AED $ 50.00 (fifty dollars)
Page 11
IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their
respective and duly authorized officers the day and year first written above.
ATTEST:
DocuSigned by:
By: 513ercc372BD42a...
Tod • i annon Arthur Noriega V.
Signed by:
THE CITY OF MIAMI, a municipal
Corporation of the State of Florida
DocuSigned by:
City Clerk
By: I argukr Novitia,
City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS:
By:
City Attorney
REQUIREMENTS:
DocuSigned by: DS DocuSigned by:
AbrOG 00bisat4 111 L. J'Ce By:FratAk aow�vy
Eg'FE&82'48B... B'3'1 �21�1E7,..
George K. Wysong, III Matter ID# 25-2126 David Ruiz, Interim Director
Department of Risk Management
Page 6
9/9/25, 2:35 PM sunbiz.org - Florida Department of State
DIVISION OF CORPORATIONS
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rg CDVP
- _ 3AILU9 of ?kflffr +r wetuffe
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Filing History No Authority Info
No Partner Info No Name History
Partnership Detail
Limited Liability Partnership Name
HUGHES HUBBARD & REED LLP
Principal Address
201 S. BISCAYNE BLVD., SUITE 2500
MIAMI, FL 33131
Change Date: 06/28/2000
Filing Information
Document Number LLP970000218
FEI/EIN Number 135605391
File Date 01/26/1998
State NY
Total Pages 88
Pages in Original Filing 21
Florida Partners 6
Total Partners 91
Status ACTIVE
Effective Date NONE
Expiration Date NONE
Name History NONE
Registered Agent
SAIZ EMILIO
201 S. BISCAYNE BLVD., STE 2500
MIAMI, FL 33131 US
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City of Miami
Legislation
Resolution: R-08-0606
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 08-01185 Final Action Date: 10/23/2008
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE A TEAM FOR LIFE SERVICES
AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY
OF MIAMI DEPARTMENT OF FIRE -RESCUE AND CITIZENS AND/OR
BUSINESSES, TO ACQUIRE TEAM FOR LIFE PROGRAM MANAGEMENT AND
RESPONSE SERVICES.
WHEREAS, the City of Miami ("City") Department of Fire -Rescue's Team for Life Program was
initiated to improve survival rates of those who suffer a cardiac arrest by making Automatic External
Defibrillators ("AEDs") more accessible throughout the City; and
WHEREAS, the City Department of Fire -Rescue's Team for Life Program has been
successful in educating Miami's citizens and businesses ("Participants") about the benefits of Public
Access Defibrillation ("PADs"); and
WHEREAS, City Participants acquiring AEDs desire to engage the services of the Team for
Life Program for assistance in deploying PAD programs including AED training, placement,
management and response services; and
WHEREAS, the attached Team for Life Services Agreement ("Agreement) will allow the
Department of Fire -Rescue to offer said services;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted
by reference and incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized{1} to execute an Agreement, in substantially the
attached form, between the City Department of Fire -Rescue and Participants, to acquire Team for Life
Program Management and Response Services.
Section 3. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.{2}
Footnotes:
City of Miami
Page 1 of 2 File Id: 08-01185 (Version: 1) Printed On: 5/17/2017
File Number: 08-01185 Enactment Number: R-08-0606
{1} The herein authorization is further subject to compliance with all requirements that
may be imposed by the City Attorney, including but not limited to those prescribed by
applicable City Charter and Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of
ten calendar days from the date it was passed and adopted. If the Mayor vetoes this
Resolution, it shall become effective immediately upon override of the veto by the City
Commission.
City of Miami Page 2 of 2 File Id: 08-01185 (Version: 1) Printed On: 5/17/2017
Olivera, Rosemary
From: Ramlal, Vishwani
Sent: Thursday, September 18, 2025 11:34 AM
To: Olivera, Rosemary; Hannon, Todd; Ewan, Nicole; Perez, Juan- Police
Cc: Hardy, Robert C.; Alexandre, Marc; Garcia, Aida
Subject: Matter ID# 25-2126 - Hughes Hubbard & Reed
Attachments: Matter ID# 25-2126 - Hughes Hubbard & Reed.pdf
Good morning,
Attached, please find the fully executed agreement that is to be retained as an original by the City.
Thank you,
Vtiretooth ; a, a - ektenfigett. MBA
Administrative Assistant I
CAT of Miami, Department of Fire -Rescue
Division of Professional Standards
1131 N''" Street, 3" Floor
_lfi ari, FloLida 33136
Phone: r3051 416-5463
;-r aml al ami amigo v. c o ran.
1