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HomeMy WebLinkAbout25854AGREEMENT INFORMATION AGREEMENT NUMBER 25854 NAME/TYPE OF AGREEMENT NOVEN PHARMACEUTICALS, INC. DESCRIPTION TEAM FOR LIFE SERVICES AGREEMENT/AUTOMATED EXTERNAL DEFIBRILLATOR/FILE I D : 08-01185/R-08- 0606/MATTER I D : 25-3546 EFFECTIVE DATE December 9, 2025 ATTESTED BY NICOLE EWAN ATTESTED DATE 12/9/2025 DATE RECEIVED FROM ISSUING DEPT. 12/11/2025 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: Noven Pharmaceutical Inc. IS THIS AGREEMENT TO BE EXPEDITED/RUSH TOTAL CONTRACT AMOUNT: $500.00 TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY: ❑ YES NO FUNDING INVOLVED? ®YES 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 deploving public access defibrillation (PAD) programs and to provide PAD program management and response services. COMMISSION APPROVAL DATE: 10/23/2008 FILE ID: 08-01185 ENACTMENT NO: R-08-0606 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR December 4, 202SIGNATURE PRINT: ROBERTDH ' gVIA: T WittC1Utilo� Initial SUBMITTED TO RISK MANAGEMENT December 4, 2 PRINT: DAVI 25 1 13:09:22 EST SIGNATURE: ' !!'tne bin.. Ak �r �wt SUBMITTED TO CITY ATTORNEY December 5, 2 PRINT: GEO 25 1 17:41:51 E SIGNATURE: G I- .5bNG III g ed y. T /' r ahisot4 ((1 DS JCe Matter ID# 25-3546 APPROVAL BY ASSISTANT CITY MANAGER PRINT: SIGNATURE 81577rEgrEtsu4BE. APPROVAL BY DEPUTY CITY MANAGER December 8, 2 PRINT: NATASHA 25 110:19:15 E SIGNATURE: COLEBROOK-WILLIAMS DocuSigned by: .T Ne4444 ed-4104-W ite..n.z RECEIVED BY CITY MANAGER December 9, 2 PRINT: ARTNOV": 25 1 12:43:34 EST SIGNATURE: A.E . fiat. �Vl V� �' SUBMITTED TO THE CITY CLERK December 9, 2025 PRINT: TODD 120:02:34 E SIGNATURE: HLI b D ... T �`s_ PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER TEAM FOR LIFE SERVICES AGREEMENT This Agreement is entered into this 9 day of December , 20 25 and effective on April 1", 2025 by and between the City of Miami ("City") a municipal corporation of the State of Horida. and Noven Pharmiaceuticols Inc.. 11960 SW 144 Street, Miami, F133186 ("Participant") far 8 AED units. A. Participant has acquired an automated external d. tibrillator ("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 Eire -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 Cite and City wishes to provide Sen. ices 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: RECITALS: The recitals arc true and correct and are hereby incorporated into and mode part of this Agreement. 2. TERM: The term of this Agreement shall he two (2) years from: April 1'i, 2025 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 Pa.-ticipant'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 developnent 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. Progratn 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 Five hundred dollars $500.00 ($150.00 for 1" unit + $50.00 each for 7 additional units), 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 acid 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 loss of any property arising out of, resulting tiorn, 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 pertnrmance 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, religioli, age, disability, SCXLraI 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 tails to comply with any essential term or condition of this Agreement, or tails to perform any of its obligations hereunder, then Participant shall be in default. Upon the occurrence ofa default hereunder the City, in addition to all remedies available to it by Iaw, may ininiediately, without notice to Participant, immediately teriiiiinate this Agreement. 8. TERMINATION: Either party may terminate this Agreement upon ten (10) 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 tithes, 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 terns ofthis 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 ANTI-HUi11AN TRAFFICKING AFFIDAVIT 1. 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 287,1 ?8(1). Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 7 37.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" fir 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 fiillowing: aa. 1 have read and understand the foregoing Anti-Huinan Trafficking Affidavit and that the facts. statements and representations provided in Section l are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized t0 C\ccLitc this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity'individual: d'✓en a.rMACe Yeas; 1 c. Name: 7s /140s✓ i41a6 l itic: CEe' P„s.44- Signature: Ofla ce Address: / /q d d / s f j r-4 r I[ 3f 144 Email Address: f svv4,7,4-e-, rlvvt', ['raj 74. Main Phone Number: yam/ i •- 3 d f y REVEWED 0U, 0, Page 5 Noven Pharmaceuticals Inc. PARTICIPANT: WITNESS OF PARTICIPANT: By: Ai 4-- Date By: Signature Signature Print panic Title Print Dame Title Noce c /4 2 Lr2, f / eve_, r._,lw /1, 'D2 y 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, rNiolfG Ph.0cptti? 61.4,0A c ./s ,c'. ("Npi"FIorjda 111 rofit or El non-profit corporation, whose principal address is f//4P w I'7"1.hi / , J 33/ , (hereinafter, the "Participant"), desires to enter into Public Access Defibrillation (PAD) Prog.rarn Service Agreement with the City of Miami, a copy of which is attached hereto (hereinafter, the "Agreement"); Power. Authority and Enforceability. 41 AOl s b,,..', , has full corporate power and authority to enter into this Agreement. This Agreement has been duly executed and delivered by duly authorized signatories of 11/4vVe_.4 . 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 /1 % day of /140izr>2 , 20 2.,r' ATTEST: WITNESS: it, Re -, (Signature of Corp or Officer as listed on SunBir) (Signature Print Name: Print Title: L -e4 -I) e-61/4-41—VI Print Name: to ' �^ Print Title: 0:v tc(o r Page 8 UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF NOVEN PHARMACEUTICALS, INC. AS OF SEPTEVIBER 11, 2025 Pursuant to Section 141(f) ofthe Delaware General Corporation Law, the undersigned, being all of the members of the Board of Directors (the °'Board") of Novell Pharmaceuticals, Inc,, a Delaware corporation (the "Company"), do hereby consent to and adopt the following resolutions, which actions shall have the same force and effect as iftaken by an affirmative vote at a meeting of the Board, duly called and held: NVFIEREAs, the Corporation desires to enter nnio a Public Access Defibrillation (PAD) Program Aveem4 nt with the l tty of Miami: a copy of which is attached hereto ihereinalier. the "Agreement"); and 'vIIERFAS. the City or Miami requires a resolution of she C'orporation`s Board of Director's in councciton with the Agreement: NOW, THEREFORE, BE IT RESOLVED B\ THE BOARD OF DIRECTORS, that Takeshi Masumoto as the President & CEO and Devin Buckley as the Corporate Secretary are hereby authorized and instructed to enter into, to execute, and to deliver the Agreement and to undertake the duties, responsibilities and obligations as stated in such Agreement in the name of and on behalf of this Corporation with the City of Miami upon terms and conditions contained in the Agreement to which this Resolution is attached. and be it further RESOLVED, that the officers of the Company are, and each is, authorized and directed to execute any and all documents and instruments, and to take all such actions deemed by them to he necessary, desirable or appropriate, in order to carry out the purpose and intent of and to consummate the actions contemplated by the foregoing resolutions; and it be further RESOLVED, that this unanimous written consent of the Board shall be filed with the minutes of meetings of the Board and shall be treated for all purposes as action taken at a meeting. IN WITNESS HEREOF, the undersigned have executed this written consent of the Board as of the date first above written DIRECTORS: Naruhito Higo, Chairman „f Takeshi Masumoto, Member Dcvin Buckley, Secre.a, 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: Signed by: THE CITY OF MIAMI, a municipal Corporation of the State of Florida Signed by: DocuSigned by: F irrrrr rrrrM Y' 181s9471x3 D*1-1 ByF®us72fiB-42a... Todd B. Hannon ` Arthur Noriega V. City Clerk City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: DS DocuSigned by: B hiSb 111 5ce Y. `— 88776E9FE88248B-. George K. Wysong, Ill MatterlD# 25-3546 City Attorney Page 6 DocuSigned by: �v'atn,l� row�c,� By:2 ce31-8214E7... David Ruiz, Interim Director Department of Risk Management 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 Detail by Entity Name Foreign Profit Corporation NOVEN PHARMACEUTICALS, INC. Filing Information Document Number P14792 FEIIEIN Number 59-2767. Date Filed 06/10/1S State DE Status ACTIVE Last Event AMEND! Event Date Filed 06/17/2C Event Effective Date NONE Principal Address 11960 S.W. 144TH STREET MIAMI, FL 33186 Changed:07/19/1995 Mailing Address 11960 S.W. 144TH STREET MIAMI, FL 33186 Changed: 07119/1995 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 07/27/2023 Address Changed: 07/27/2023 Officer/Director Detail Name & Address Title SECRETARY, Authorized Person BUCKLEY, DEVIN 11960 SW 144th St Miami, FL 33186 Title Treasurer, VP Choi, John 11960 S W 144TH STREET MIAMI, FL 33186 Title CHAIRMAN HIGO, NARUHITO 11960 S.W. 144TH STREET MIAMI, FL 33186 Title D MASUMOTO,TAKESHI 11960 S.W. 144TH STREET MIAMI, FL 33186 Title CAO & C CHOI, JOHN 100 TOWN SQUARE PLACE 5TH FLOOR JERSEY CITY, NJ 07310 Olivera, Rosemary From: Ramlal, Vishwani Sent: Thursday, December 11, 2025 11:47 AM To: Olivera, Rosemary; Hannon, Todd; Ewan, Nicole; Perez, Juan- Police Cc: Hardy, Robert C.; Alexandre, Marc; Garcia, Aida Subject: Matter ID# 25-3546 - Noven Pharmaceutical, Inc. Attachments: Matter ID# 25-3546 - Noven Pharmaceutical, Inc..pdf Good morning, Attached, please find the fully executed agreement that is to be retained as an original by the City. Thank you, Vtikozoth ; a, a - ektenfigett. MBA Administrative Assistant I CAT of Miami, Department of Fire -Rescue Di ti;iori of Professional Standards 1131 N''" Street, 3" Floor ll uri, Florida 33136 Phone: .3051 416-5463 v ramlal(axtvamigov.coran.