HomeMy WebLinkAbout24572AGREEMENT INFORMATION
AGREEMENT NUMBER
24572
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 ID: 23-2177
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
8/24/2023
DATE RECEIVED FROM ISSUING
DEPT.
8/25/2023
NOTE
DOCUSIGN AGREEMENT BY EMAIL
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Fire -Rescue
DEPT. CONTACT PERSON: Maria T. Martinez EXT. 1672
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: "Noven Pharmaceuticals, Inc."
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
X❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
NO
NO
OTHER: (PLEASE SPECIFY:
PURPOSE OF ITEM (BRIEF SUMMARY): To provide an Agreement between the City and the Participant to provide
Service in deploying Public Access Defibrillation ("PAD") Programs. Svc includes providing mount and response secs.
COMMISSION APPROVAL DATE: 10/23/2008 FILE ID: 08-01185
Agreement Revised 3/2010
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ENACTMENT NO.: R-08-0606
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
August
22 ,
202S
RR''
-T"' ::-SWri
SIGNATURE:
r1'rgaland by:
�4 M
-,I
'-
SUBMITTED TO RISK MANAGEMENT
August
22,
2023
PRINT: ANN
I 08:05:0;
SIGNATURE:
807G2 4AG7E549;4...
it r IVedS IARPE
E T
ItF- "
. •ea�z-�a�o...
SUBMITTED TO CITY ATTORNEY
August
24,
2023
PRINT: VICtargjs,UpTD
I 11:25:26
SIGNATURE:
T
on"ets_
"
DS
APPROVAL BY ASSISTANT CITY MANAGER
fi1-Er90AFGFE945-7...
PRINT:
SIGNATURE:
RECEIVED BY CITY MANAGER
August
24,
2023
PRINT: ART
116:05:4_
SIGNATURE:
NORIEGA
cuSigned by:
E
grfLWr NOIi
_.._8.„,Fs�3�zaoaaa
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
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 _ day of , 20 and
effective on April 1, 2023 , by and between the City of Miami, a municipal
corporation of the State of Florida, ("City") and Noven Pharmaceuticals Inc., 11960
SW 144th street, Miami FI 33186 ("Participant"). For 8 AED's 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:
April 1, 2023
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 andfor 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 $500.00 ($150.00 for 1st unit + $50.00 each for 7 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 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 loss 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 (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 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.
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.
Page 4
IEotned by:
q^66944eF-1.46
Todd B. Hannon
City Clerk
DocuSigned by:
Qi-TV.OirgriVIPAMI, FLORIDA
arTu, y Novitia.
Arthur Noriega V.
City Manager
DocuSigned by:
\—Ft L.FQ(1GFF LED / It
Victoria Mendez�n
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
,—DocuSigned by: DS
City Attorney
Ann -Marie Sharpe, Director
Department of Risk Management
PARTICIPANT:
By:
Noven Pharmaceuticals, INC.
WITNESS OF PARTICIPANT:
By: ')4
ignature Signature
1yK k
Print Name � 10 H t ° a e V; �
41,
Print Name
nut; r /Lr law S 0E °
Title
Date
644601 eenAe 's'-+t s Cove j
Title J
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 5
FOR -PROFIT CORPORATE RESOLUTION
WHEREAS, Noven Pharmaceuticals, Inc., a Florida for -profit corporation whose principal address
is 11960 SW 144th Street, Miami, FL 33186 (hereinafter, the "Corporation"), desires to enter into a
Public Access Defibrillation (PAD) Program Agreement with the City of Miami, a copy of which
is attached hereto (hereinafter, the "Agreement"); and
WHEREAS, the Board of Directors of the Corporation has considered the matter in accordance with
the Articles and By -Laws of the Corporation, copies of which Articles and By -Laws are attached
hereto; and
The Board of Directors of the Corporation has adopted the following resolution by written consent in
accordance with Section 141(f) of the Delaware General Corporation Law and Section 2.10 of
the Corporation's Bylaws:
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of the
Corporation that Naruhito Higo as the Chairman and Chief Executive Officer 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.
DATED this I day of StAtry,@,, , 2023.
Signature:
CHAIRMAN AND CHIEF EXECI" OFFICER
ATTEST: Print Name: &% i.14 i'tv H 0
Signature:
CORPORATS"IFETARY
Devin Buckley
N.ON-PR€WJT ram.- FORA- +OUT
WHEREAS. , a Florida nett profit corperation
rti hose principal [tddress
,
(hereinafter, the
with Y hid ire ;+ere +here *4-ier, the "Atgreernent"); and
m —WitE L E-"z, : the '
het , id _re ate -By- :are s of-the-Cerporati-en;-e sies
C orperation that - as the President
El+ e4leFeite-Ett+E-h+IF:14e4S-aftE1-4-EFS-if tit fed
theCity of Nlitrrri--t -cortta- itst A rat-40-whiekthi---R tetr
is attached.
DATED this
day of , 20
PRESIDENT (Signature)
ATTEST: Print Name:
stue: (CORPORATE SEAL
Page 7
EXHIBIT "A"
TEAM FOR LIFE
SERVICES AGREEMENT
FEE SCHEDULE
A. INITIAL TWO (2) YEAR TERM:
First (1) AED
Each additional AED
B. POST INCIDENT RESPONSE SERVICES:
SUBSEQUENT RENEWAL TERM:
First (1) AED
Each additional AED
Page 8
$300.00 (three hundred dollars)
$ 50.00 (fifty dollars)
$ 55.00 (fifty-five dollars) per hour
$150.00 (one hundred fifty dollars)
$ 50.00 (fifty dollars)
ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
In accordance with Section I41(f) of the Delaware General Corporation Law (the "DGCL") and
Section 2.10 of the Bylaws of Noven Pharmaceuticals, Inc., a Delaware corporation (the
"Corporation"), the undersigned, constituting all of the members of the Corporation's Board of
Directors (the "Board"), hereby take the following actions and adopt the following resolutions by
unanimous written consent without a meeting:
WHEREAS, the Corporation desires to enter into a Public Access Defibrillation (PAD) Program
Agreement with the City of Miami, a copy of which is attached hereto (hereinafter, the "Agreement"),
and
WHEREAS, the City of Miami requires a resolution of the Corporation's Board of Directors in
connection with the Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of the
Corporation that Naruhito Higo as the Chairman and Chief Executive Officer 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.
Dated as of; June 1, 2023
Ls
Naruhito Higo, Chairma
Taro Ozaki, Vice Chairman
]., �I Lippman, Dirioor�
file 9
City of Miami
Master Report
Resolution R-08-0606
Ciry Hall
3500 Pan A.merican Drive
Miami, FL 33133
www.miamigov.com
File ID 1: 08-0] 185 Enactment Date: 10/23/08
Version: 1
Controlling Office of the City Status: Passed
Body: Clerk
Title: A RESOLUTION OF THE; MIAMI CITY COMMISSION, WITH ATTACHMfENT(S), AUTHORIZING
THE CITY MANAGER TO EXECUTE A TEAM FOR LIFE SERVICES AGREEMENT, IN
SUBSTANTIALLY THE ATTACKED FORM, BETWEEN THE CITY OF MLAZvII DEPARTMENT OF
FIRE -RESCUE AND CITIZENS AND/OR BUSINESSES, TO ACQUIRE TEAM FOR LIFE PROGRAM
MANAGEMENT AND RESPONSE SERVICES.
Reference:
Name: Agreement -Team for Life Services-PAJD
Requester: Department of
Fire -Rescue
N otes :
Introduced: 9/29/08
Cost: Final Action: 10/23/08
Sections:
Indexes:
Attachments: 08-01185 Legisla.tion.pdf, 08-01185 Exhibitpdf, 08 01185 Exhibit 2.pdf, 08-01185 Agreement_pdf,
08-01185 Summary Form.pdf
Action History
Ver. Acting Body
Date Action Sent To Due Date Returned Result
1 Office of the City 10/14/08 Reviewed and
Attorney Approved
1 City Commission 10/23/08 ADOPTED
This Matter was ADOP 1 bD on the Consent Agenda.
Aye: 4 - Angel Gonzalez, Marc David Samoff, Joe Sanchez and Tomas Regalado
Absent: 1 - Michelle Spence -Jones
1 Office of the Mayor 10/27/08 Signed by the Mayor Office of the City
Clerk
1 Office of the City Clerk 10/29/08 Signed and Attested by
City Clerk
City of Miami
Page Printed on 5l23/201 I
City of Miami
Page 2 Printed on 5/23/201 I
City of Miami
Legislation
Resolution
City Hall
3500 Fan American
Drive
Miami, FL 33133
w w.rniamigov,com
File Dumber: 08-01185 Final Action Date:
A RESOLUTION OF THE MIAM1 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 MIAM1 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 survivat 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 COMMISSfQN OF THE CITY OF MAW,
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)
APPROVED AS TO FORM ANi CORRECTNESS:
JUJL1E O. BRIE`'
CITY ATTORNEY
Ciip ofMiamT Page 1 of 2
Frillier' On: IQ/10/2008
File Number. 08-01185
Footnotes
{1) The herein authorization is further subject to compliance with all requirements that
maybe imposed bythe City Attorney, including but not-lirriited-to-fihose 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 Cily
Commission.
Cif+ of Miami Page 1 of 2
Printed On: 10/10;2008
TEAM FOR LIFE
SERVICES AGREEMENT
This Agreement is entered into this day of , 20 ,
and effective on , by and between the City of
Miami, a municipal corporation of the State of Florida, ("City") and
("Participant").
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:
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 ail medical aspects of Participant's PAD Program;
• Approve type(s) of AED unit(s) for use;
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 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.
2
4. COMPENSATION:
The amount of compensation payable by Participant to City for services under this
agreement is 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 loss 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 (ii) the failure of Participant to comply with
any of the requirements specified within the Agreement, or the failure of Participant to
confonni 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:
!f 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 (5) 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.
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 the
may be amended from time to time. Participant warrants and represents that it will
comply with and observes 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.
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officials thereunto duly authorized, effective as of the day
and year below written.
DATED this
day of 201
Signature of Witness
Print Name: Print Name:
Signature of Witness
Print Name:
CITY OF MIAMI, a Florida municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Carlos A. Migoya, City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
•
LeeAnn Brehm
Risk Management Director
5
EXHIBIT "A"
TEAM FOR LIFE
SERVICES AGREEMENT
FEE SCHEDULE
A. INITIAL TWO (2) YEAR TERM:
First (1) AED
Each additional AED
B. POST INCIDENT RESPONSE SERVICES:
SUBSEQUENT RENEWAL TERM:
First (1) AED
Each additional AED
$300.00 (three hundred dollars)
$ 50.00 (fifty dollars)
$ 55.00 (fifty five dollars) per hour
$150.00 (one hundred fifty dollars)
$ 50.00 (fifty dollars)
6
Date: 9/I 2/2008
AGENDA ITEM SUMMARY FORM
FILE ID: OS -' Q 1 i 8
Requesting Department: Fire -Rescue
Commission Meeting Date: 10/23/2008 District Impacted:
Type: Resolution T Ordinance n Emergency Ordinance ❑ Discussion Item
n Other
Subject: A Team For Life Services Agreement for the PAD Program
Purpose of Item:
CA.3
To provide an agreement between the City of Miami (through its Fire -Rescue Department) and
entities (Participants) desiring participation in the "Team for Life" program_ This program provides
services to assist "Participants" in deploying Public Access Defibrillation ("PAD") programs.
Services provided by the program include assistance in providing management and response services.
This more concise Agreement replaces the previous document
Background Information:
The "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. The "Team for Life" staff will
provide training in the utilization of the AED and other ancillary services, This Agreement will offer
the "Participant" the experience and expertise of the "Team for Life" staff to provide AED/PAD
Program Management Services as outlined in the "Agreement".
Budget Impact Analysis
NO Is this item related to revenue?
NO Is this item an expenditure? If so, please identify funding source below.
General Account No:
Special Revenue Account No:
C1PProject No:
NO Is this item funded by Homeland Defense/Neighborhood Improvement Bonds?
Start Up Capital Cost:
Maintenance Cost:
Total Fiscal Impact:
Final Approvals
(SIGN AND PATE)
CIF Budget's
if using or stctivinj cspiW funds
Grants
Purchasin
Chi
Risk Man agement
Dept. Director
City Manager
Page 1of1
i
j
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: FIRE -RESCUE
DEPT. CONTACT PERSON: CATHY PASTOR 3D5,416.54D1
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: NIA
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ❑ NO
TOTAL CONTRACT AMOUNT: $ c — FUNDING INVOLVED? ❑ YES ❑ NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY)loAD/AaD 1.) e s
PURPOSE OF ITEM (BRIEF SUMMARY)
COMMISSION APPROVAL DATE: / /
❑ PUBLIC WORJ(S AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
FILE ID: ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMM7ISSION APPROVAL, PLEASE EXPLAI.N
ri.r:-cr' xr`-ri�`-f.r - i - w'L r. mi' rr
><•r� ay r r �s cry l
- of ry �'":
a r
`f'.,_ ' T.r,ROUTINGINFORMATIO f F `F _r.._.:-�'F?
,j
Date
Signature/Print
APPROVAL BY DEPARTMENTAL DIRECTOR
CICI(
SUBMITTED TO RISK MANAGEMENT
•- ,
SUBMITTED TO CITY ATTORNEY
APPROVAL BY CHIEF
RECEIVED BY CITY MANAGER
SUBMITTED TO AND ATTESTED BY CITY CLERK
12I
51l--
ON.ORIG.INAL TO CITY CLERK; ONE COPY TO CITY
ATTORNEYS OFFICE, REMAJNING'OftG INAL(S)',TO
DEPARTMENT
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
fiainW V/72a4
/ / #f/ a
C[FY OF MAMi, FLOHIDA
INTER -OFFICE MEMORANDUM
Pedro C. Hernandez, P.E. December 19, 2008
7° City Manager DATE FILE
^ sueJEcr: Request Authorization
FROM:
PAD/AED Designee to
Execute PAD Agreements
William W. Bryson REFERENCES :
Fire Chief
ENCLOSURES:
One of the priorities of -the City of Miami Department of Fite -Rescue is to "Save Lives". In
an effort to save more lives we are joining with other City Departments to implement
"Public Access Defibrillation" (PAD), It's the ultimate benefits package, a Heart Safe
Workplace program.
"Public Access Defibrillation" (PAD) is when we do the following:
1. Place automated external defibrillators (AEbs) in key locations where
people work, live and play, so that we can give anyone struck down by
sudden cardiac arrest another chance at life.
2. Train those near the location of the AEDs to recognize a cardiac arrest,
properly use the AED and perform Cardio Pulmonary Resuscitation
(CPR).
Fire -Rescue is respectfully requesting your authorization to allow the Fire -Rescue designee
to execute the PAD Agreements.
WWB/ acp
City Manager 1 prova] isapprovaI:
P. Hernandez, City Manager Date
CITY OF MIASI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT;
DEPT�wCONTACT Pf RSOI; Maria T. Martinez EXT. 1672
NAMCOF OTHER CONTRACTUAL PARTY/ENTITY: Memo-PAD/AED Program Designee
Fire -Rescue
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES
TOTAL CONTRACT AMOUNT: S FUNDING INVOLVED? ❑ YES
TYPE OF AGREEMENT;
MANAGEMENT AGREEMENT
fl PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
LI EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
_ OTHER: (PLEASE_SPECIFY)
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
❑ NO
❑ NO
T.UF,POSE OF'JTEM {BRIEF SUMMARY
COMMISSION APPROVAL DATE: / / kLLE ID: ENACTMENT NO.:
IF THIS DOES NOT REQUIRE CO2VarSSION APPROVAL, PLEASE EXPLAT :
.r:;n �--• „�:., ��'� ���, -�� sue---'�� �"
ROUT-[NG IF�iF{]ftMATIOItif
APPROVAL BY DEPARTMENTAL DIRECTOR
❑ate
Signature,'Print
SUBMITTED TO RISK MANAGEMENT
SUBMITTED TO CITY ATTORNEY
APPROVAL BY CHEF
RECEIVED BY CITY MANAGER
SUBMITTED TO AND ATTESTED BY CITY CLERK
ONE ORJGJNALTO CITYC ,ERK ON'E COP,Y:TD CfTy
ATTORNEY.'.'S OFFICE RE viAfN NG ORfGfNAL(S) TO
DEPARTMENT
N/A
N/A
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Johnny Martinez, P.E. September 22, 2011
TO : City Manager DATE :
FROM
Maurice L. Kerrip, Chief
Department of Fire -Rescue
Request Authorization
SUBJECT : PAD/AED Designee to
Execute PAD Agreements
REFERENCES:
ENCLOSURES:
FILE :
One of the priorities of the City of Miarni Department of Fire -Rescue is to "Save Lives." In an
effort to save more lives we are joining with other City Departments to implement "Public
Access Defibrillation" ("PAD"). It is the ultimate benefits package, a Heart Safe Workplace
Program.
"Public Access Defibrillation" ("PAD") is when we do the following:
1_ Place Automated External Defibrillators ("AED's") in key locations where people work,
live and play, so that we can give anyone struck down by sudden cardiac arrest another
chance at life.
2. Train those near the location of the AED's to recognize a cardiac arrest, properly use the
AED, and perform Cardio Pulmonary Resuscitation ("CPR").
The Department of Fire -Rescue is respectfully requesting your authorization to allow Maurice L.
Kemp, Chief, Department of Fire -Rescue as a designee to execute the PAD Agreements.
MLKJRKDIrntrn
City Ma:nageproval sapproval:
Jo jMartine Y.E.
anager
Date
Olivera, Rosemary
From: Martinez, Maria
Sent: Friday, August 25, 2023 7:45 AM
To: Olivera, Rosemary; Hannon, Todd; Lee, Denise
Cc: McGann, Tyrone; Guerra, Jose
Subject: Matter Id. 23 - 2177 - Team for Life Services Agreement - PAD Program - Noven
Pharmaceuticals, Inc.
Attachments: Matter Id 23-2177 - Team for Life Svcs Agrmt - Noven Pharmaceuticals.pdf
Good morning Rosemary,
Please find attached a fully executed agreement that is to be retained as an original for the City.
Regards,
!Maria T. !Martinez
Administrative Assistant I
Department of Fire -fescue
Technical -Services Division
305.416.1672 (Office)
305.400.5316 (Falc)
mmartinez@miamigov.com
1