HomeMy WebLinkAbout24187AGREEMENT INFORMATION
AGREEMENT NUMBER
24187
NAME/TYPE OF AGREEMENT
SAFFIRE SOFTWARE DBA METROPCR
DESCRIPTION
MASTER SUBSCRIPTION & LICENSE AGREEMENT/ANNUAL
SUBSCRIPTION FOR ELECTRONIC PATIENT CARE
REPORTING/FILE ID: 15-00272/R-15-0137/MATTER ID: 22-461
EFFECTIVE DATE
December 1, 2022
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
12/7/2022
DATE RECEIVED FROM ISSUING
DEPT.
12/8/2022
NOTE
DOCUSIGN AGREEMENT BY EMAIL
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
CITY OF MIAMI
DOCUMENT ROUTING FORM
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0 RN
ORIGINATING DEPARTMENT: Department of Procurement
DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Saffire Software DBA MetroPCR
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS?
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED?
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑■ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY)
YES
YES
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
NO
NO
PURPOSE OF ITEM (BRIEF SUMMARY): MASTER SUBSCRIPTION AND LICENSE AGREEMENT
Annual Subscription for MetroPCR software for Electronic Patient Care Reporting for Fire -Rescue's Emergency Medical Service
(EMS)
COMMISSION APPROVAL DATE: 3/26/15 FILE ID: 15-00272 ENACTMENT NO.:15-0137
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT
OFFICER
PR23015
November 2, 2022
Annie Perez, CPPO
I 15:03:24—ED.dby:
SIGNATURE: Q r
�eesa9easnsua..,
RISK MANAGEMENT
November 8, 2022
Ann -Marie Sharpe
I 15:26:58 EST Snedby:
SIGNATURE: &eal,j, 6w,t,,)
CITY ATTORNEY
Matter 22-461
November 30, 2022
7395C6318214E7...
Victoria Mendez
I 19:46:2 Is"b�
SIGNATURE: 11s
F1FF9OAFBFF0457
ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER
December 6,
Larry Spring, CPA
2022 I 15: 56 • - eby.
SIGNATURE•
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ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS
Natasha Colebrook -Williams
SIGNATURE:
DEPUTY CITY MANAGER
Nzeribe Ihekwaba, Ph.D., PE
SIIGNATURE:
CITY MANAGER
December 7, 2022
r 1 3a 10:5:47 Eoa£Js,dby:
SIGNATURE: 4146r Nantar,
CITY CLERK
C
December 7, 2022
Todd Hannon
1 18:52:42 u g dby
SIGNATURE:
c„,d,______
E46D7560DCF145..
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
City of Miami
Office of the City Attorney
Legal Services Request
To: Office of the City Attorney
From:
Richard McLaren
Contact Person
Sr. Procurement Contracting Officer
Title
11/8/2022
Date:
Procurement
Requesting Client
(305) 416-1901
Telephone
Legal Service Requested:
matter 22-461 MASTER SUBSCRIPTION AND LICENSE AGREEMENT Saffire Software DBA MetroPCR
Complete form and forward to the Office of the City Attorney or e-mail to Legal
Services. Do not assume that the Office of the City Attorney knows the background
of the question and/or issue, such as opinions on the same or similar issues, the
existence of relevant memos, correspondence, etc. Please attach to this form and/or
e-mail all pertinent information relating to the subject.
Once your request has been assigned, an e-mail will be sent to you with the
Assigned Attorney's name and the issued matter identification number.
All attorneys in the Office of the City Attorney shall fully comply with the Rules
Regulating the Florida Bar.
For Legal Services requesting an opinion from the Office of the City Attorney:
FlIssue opinion in writing.
nPublish opinion after issuance.
Authorized by: Annie Perez
Date response requested by:
BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY
Assigned Attorney: Date: File No.
Approved by: Ultimate Client:
Comments: D / R Date:
Type:
Matrix:
Category:
Copy returned to Requesting Client
Copy to Ultimate Client
rev. 04/14/2017
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
PROFESSIONAL SERVICES AGREEMENT OVERVIEW
PSA TITLE:
Annual Subscription for MetroPCR software for Electronic Patient Care
Reporting for Fire -Rescue's Emergency Medical Service (EMS)
1. AWARD DELEGATED AUTHORITY:
0 Chief Procurement Officer — Authority level of $ N/A
0 City Manager— Authority level of $ 131 915.85
0 City Commission — RESOLUTION No. N/A
2. PROCUREMENT METHOD: 0 RFP/RFQ 0 IFB 0 SOLE SOURCE E PIGGY -BACK
❑ PROFESSIONAL SERVICES UNDER $25,000
0 OTHER (Please explain): Annual subscription piggyback on Sourcewell Cooperative
3. WHAT IS THE SCOPE OF SERVICES?
Provides real-time patient data collection, interfaces with Electronic Cardiogram monitors (ECG)
and the Computer Assisted Dispatch (CAD), simple patient history lookup and import, capable of
automatically sending reports to the hospital and tracks all incidents for claims processing or
billing. Feature not on current system is its ability to report required data to the State.
4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS?
Fire -Rescue
5. IS THE AWARDEE THE INCUMBENT?
No
6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT?
The price for the new contract is $20,000 higher, however it includes a new feature.
7. WHEN DOES THE CURRENT CONTRACT EXPIRE?
February 2023.
8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT?
$110,277
9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)?
Sourcewell Contract No. 081419-SHI
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
,r4
METRO PCR
BY SAFFIRE SOFTWARE
MASTER SUBSCRIPTION AND LICENSE AGREEMENT
THIS MASTER SERVICES AND LICENSE AGREEMENT ("Agreement") begins on
12/1/2022 ("Effective Date") by and between Saffire Software DBA MetroPCR, a
Florida corporation with its offices located at 1145 Audace Ave, Suite 101 Boyton Beach
FL 33426 ("MetroPCR") and The City of Miami Department of Fire -Rescue a municipal fire department
with its offices located at 1151 NW 7th Street, Miami, Florida 33136 ("Licensee" or
"City"). MetroPCR and licensee may be individually referred to as a "Party" or
collectively as "Parties."
MetroPCR is the owner and licensor of an electronic patient care reporting system. The
Parties agree to the following Terms and Conditions:
1.0 TERM.
1.1 Duration. This Agreement and the license granted hereunder shall take
effect on the Effective Date and remain in effect until terminated as provided for in
Section 8.0 below. The term of this Monthly Pricing Model (the "Term of this
Agreement") is 3 years and will commence as of December 1, 2022
and shall continue through November 30, 2025 . At the end of this initial agreement
date, upon 60 day notification by the licensee, it shall be extended for 2 additional
1 year period(s). Upon the end of each period, if the Licensee wishes to extend the
agreement such notice must be given at least 60 days prior to the end of each term.
1.2 Maintenance Agreement Term. The Maintenance Agreement set forth on
the attached Exhibit A shall remain in effect under the Pricing Model noted in Exhibit B
until otherwise terminated as provided for in Section 7.0 below.
2.0 LICENSE GRANT.
2.1 MetroPCR ePCR. Licensee wishes to license from MetroPCR, and
MetroPCR wishes to license to Licensee, a non-exclusive license for an electronic patient
care reporting system and other software products and on -going maintenance and
services associated with this software products, as henceforth provided.
2.2 License. MetroPCR grants a license to Licensee to use MetroPCR's
electronic patient care reporting software (the "Software") along with the Licensee's
performance of its emergency response activities during the term of this Agreement.
Except as otherwise provided herein, Licensee may not assign, convey, license, re -
license, sell, grant, distribute or otherwise transfer this license to any other entity. This
agreement is subject to the use provisions contained herein.
2.3 Unauthorized uses. During the term of this Agreement, Licensee shall
notify MetroPCR promptly of all unauthorized uses of the Software of which Licensee
becomes aware. Licensee acknowledges MetroPCR's ownership of the Software and
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shall not claim adversely to MetroPCR or assist any third party in attempting to claim
adversely to MetroPCR, with regard to such ownership.
2.4 Sole Owner. Licensee acknowledges that MetroPCR is the sole owner of
the Software and all associated rights. Nothing in this Agreement shall give Licensee any
right, title or interest in or to the Software other than those expressly noted within the
agreement.
3.0 FEES AND ACCEPTANCE.
3.1 Fees. Licensee shall pay MetroPCR for the Software license and all other
related services specified in Exhibit B. are considered "not to exceed" for the initial term
of the Agreement. All other additional services will be paid in accordance with the
Pricing and Maintenance schedule, attached hereto as Exhibit B.
3.2 Software Acceptance. Licensee agrees that the software is considered
`accepted' and charges will accrue from the specified "go -live" date or when 100 or more
billable runs have been submitted through the MetroPCR system for billing. For the
purposes of this section, the "go -live" date will be the date on which the software is
accepted by the City.
3.3 Invoice. MetroPCR shall submit to Licensee an invoice to SHI
International Corp.
SHI International Corp.
13737 Noel Rd
#210
Dallas, TX 75240
3.4 Archival Charge. Licensee agrees to pay MetroPCR a per record, per
month fee as noted in Exhibit B ("Archival Data Storage>84 months"). This fee is for all
records within the MetroPCR database older than 84 months regardless of whether they
were imported from a previous system or created using the MetroPCR system. Upon
written notification to MetroPCR, Licensee may export and save all records older than
seven (7) years to a Licensee designated storage location to avoid the archival data
storage monthly fee. Licensee may also notify MetroPCR to destroy all PHI received
from, or created or received by either Party on behalf of the other Party at no expense to
the Licensee. If the license chooses to have MetroPCR continue to store the records, an
archival data storage fee will be submitted to SHI for payment.
3.5 Payment. Licensee shall pay invoices to the vendor specified in section
3.3, in arrears within forty-five (45) days of a properly submitted invoice for services
rendered in accordance with the Florida Prompt Payment Act, Section 218.74, Florida
Statutes.
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Ira -METRO PCR
BY SAFFIRE SOFTWARE BY SAFFIRE SOFTWARE
4.0 TERMS OF USE.
4.1 Marketing. MetroPCR may reference Licensee in its website or materials
related to marketing with no further notice to Licensee. Licensee shall not use the
Software or any other MetroPCR product for its own marketing, sales, or other ancillary
use without express written peilnission from MetroPCR.
4.2 Ownership and Database Reports. All patient care reports belong to the
Licensee and by virtue of this Agreement MetroPCR acquires no rights or licenses,
including, without limitation, intellectual property rights or licenses, to use the Licensee's
original data for its own purposes. MetroPCR owns its proprietary database.
4.3 Anonymized Data. Notwithstanding any provision herein, MetroPCR may
use, reproduce, license, or otherwise exploit Anonymized Data; provided that
Anonymized Data does not contain and is not P.H.I. "Anonymized Data" refers to
Customer Data with the following removed: personally identifiable information and the
names, addresses of Customer and any of its Users and/or Customer's clients.
4.4 Proprietary Rights. Licensee and MetroPCR agree that MetroPCR owns
all proprietary rights, including patent, copyright, trade secret, trademark and other
proprietary rights, in and to the Software, and any corrections, bug fixes, enhancements,
updates or other modifications, including custom modifications, to the Software, whether
made by MetroPCR, Licensee, or any third party.
5.0 CONFIDENTIAL INFORMATION.
5.1 Compliance with Law. Licensee shall comply with any applicable local,
state and federal laws pertaining to the protection of trade secrets then in effect and
applicable to businesses and/or government agencies. MetroPCR shall comply with
Florida Statute Chapter 688 "Uniform Trade Secrets Act".
5.2 Use of Confidential Information. To the extent permitted by Florida
Constitution Article I, Section 24 and Chapter 119, Florida Statutes, as amended, the
Confidential Information of each Party will remain the property of that Party. No licenses
or transfers of ownership or other rights are expressed or implied by this Agreement,
except that the Parties may use the Confidential Information for the purposes
contemplated by this Agreement. The Confidential Information shall not be used by the
Parties, directly or indirectly, for any purpose other than the purposes set forth in this
Agreement. In addition, at no time shall the Confidential Information provided by the
disclosing Party be utilized directly or indirectly by the receiving Party contrary to the
business interests of the disclosing Party or contrary to the intellectual property rights of
the disclosing Party. The disclosing Party specifically prohibits and does not grant any
right to the receiving Party to disassemble or reverse engineer or decompile or otherwise
fragmentize and recompile the Confidential Information. The Parties are each the
individual owners of trade secrets, copyrights, patent rights and other intellectual
confidential rights in and to certain products, software, and technology (the
"Confidential Information"). The Parties have or will disclose to one another the
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Confidential Information for the purposes contemplated by this Agreement. Each Party
has or will receive the Confidential Information under the terms and conditions of this
Agreement.
5.3 Return of Confidential Information. Upon termination of this Agreement, or
upon the request of the disclosing Party to whom the Confidential Infoiuration belongs, the
Confidential Information shall be returned to the disclosing Party, including all equipment,
software, technical materials, copies, notes, memoranda or other material related thereto. No
copies of the Confidential Information shall be retained by the other Party or any person or
entity under its direction and control.
5.4 Protection of Information. The Parties shall each take all necessary action to
protect the confidentiality of the Confidential Information of the other Party, shall hold it in
strict confidence, and shall not disclose or publish or permit the disclosure or publication of
it to any person or entity except as provided for in this Agreement. Without limiting the
generality of the foregoing, each Party agrees to use at least the same degree of care to avoid
unauthorized disclosure, use or publication of the Confidential Information as it employs
with respect to its own confidential information. The Parties may disclose the Confidential
Information to their own employees and agents, and to others for whom it is reasonably
necessary to disclose for the purposes of this Agreement; provided, however, said persons
shall be advised of the provisions of this Agreement and shall agree in writing to be
bound by these provisions.
6.0 HIPAA.
6.1 The Parties shall comply with the privacy regulations pursuant to Public
Law 104-191 of August 21, 1996, known as the Health Insurance Portability and
Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et
seq., as amended ("HIPAA").
a. Not use or further disclose PHI except as permitted under this Agreement
or required by law;
b. Ensure that any agents or subcontractors to whom the parties provide PHI,
or who have access to PHI, agree to the same restrictions and conditions
that apply to the Parties with respect to such PHI;
c. Report to the other Party any use or disclosure of PHI not provided for by
this Agreement of which either Party becomes aware;
d. Make PHI available to either Party and to the individual who has a right of
access as required under HIPAA within thirty (30) days of the request by
either Party regarding the individual;
e. Use appropriate safeguards to prevent use or disclosure of PHI except as
permitted by this Agreement;
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f. At the termination of the Agreement, return or destroy all PHI received
from, or created or received by either Party on behalf of the other Party,
and if return is infeasible, the protections of this Agreement will extend to
such PHI.
6.2 The specific uses and disclosures of PHI that may be made by either Party
on behalf of the other Party include:
a. Uses required for the proper management of the parties as business
associates or other uses or disclosures of PHI as permitted by the HIPAA
privacy rule.
b. The submission of supporting documentation and data extract files
securely transmitted to carriers, insurers and other payers to substantiate
the health care services provided by the Parties to its patients or to appeal
denials of payment for same;
7.0 TERMINATION.
7.1 Events of Default. Either Party may terminate this Agreement or the
licenses granted herein upon the occurrence of one or more of the following "Events of
Default" by the other Party:
a. A Party becoming insolvent or subject to direct control by a trustee, receiver
or similar authority.
b. A Party becoming subject to any bankruptcy or insolvency proceeding
under federal or state law; or liquidation of a Party's business operations.
c. Violation of any material provision of this Agreement. Licensee's failure
to timely make any payments hereunder shall be an Event of Default that
constitutes good cause for MetroPCR to terminate this Agreement with ten
(10) days written notice to Licensee.
7.2 Notice of Breach and Time to Cure. In case of an Event of Default, the
non -breaching Party shall provide written notice to the breaching Party of the Event of
Default and allow the breaching Party fourteen (14) days from receipt of notice to cure
said breach prior to the non -breaching party having the right to terminate this Agreement.
7.3 Licensee Termination. In case of an Event of Default, the non -breaching
Party shall provide written notice to the breaching Party of the Event of Default and
allow the breaching Party fourteen (14) days from receipt of notice to cure said breach
prior to the non -breaching party having the right to terminate this Agreement.
Notwithstanding Sections 7.1. Licensee may terminate this Agreement, in its sole
discretion, at any time, by giving written notice to MetroPCR at least sixty (60) days
prior to the effective date of such termination. In the event of such termination, Licensee
shall pay to MetroPCR compensation for all services rendered and approved, and all
expenses incurred up to the effective date of termination, including implementation fees
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and training expenses. Licensee shall not be liable to MetroPCR for additional
compensation or expenses incurred after the effective date of termination, other than as
provided herein. In no event shall Licensee be liable for any consequential or incidental
damages.
7.4 Removal of Software. Within thirty (30) day period days after termination
of this Agreement, (i) delete or destroy all other copies of the Software, and (ii) deliver to
MetroPCR a notification, in writing signed by an officer of Licensee, that the Software
has been removed and use of the Software has been discontinued (the "Termination
Procedure"). The Termination Procedure shall include and extend to MetroPCR mobile,
MetroPCR Control Center and any other MetroPCR-related application. Continued use of
any MetroPCR-related product after termination will result in Licensee remaining subject
to continued maintenance fees as noted in Exhibit B.
7.5 Export of Patient Care Reports. Upon termination of this Agreement,
Licensee shall utilize the features within MetroPCR `Control Center' to export its own
data in .pdf form, along with a corresponding data file (.xml). Proper planning must occur
to ensure all data transfer occurs prior to the thirty (30) day period set forth above. Upon
Licensee confirming receipt and reconciliation of all patient care reports, MetroPCR shall
return, erase, destroy, or render unreadable all Licensee data in its entirety in a manner
that prevents its physical reconstruction through the use of commonly available file
restoration utilities, and upon request from Licensee, certify in writing that these actions
have been completed.
8.0 INDEMNIFICATION
8.1 MetroPCR shall indemnify, defend, and hold harmless the Licensee from
any and all losses, damages, liabilities, claims, demands, suits, or causes of action,
including attorneys' fees and expenses of defending against such claims, demands, suits,
or causes of action, which may arise out of the performance of this Agreement as a result
of an act of negligence or intentional acts, omissions, or wrongdoings of MetroPCR, its
employees, agents, representatives, consultants, or subcontractors. MetroPCR
understands and agrees that any and all liabilities regarding the use of any subcontractor
for services related to this Agreement shall be borne solely by MetroPCR throughout the
duration of this Agreement. Nothing herein is intended to serve as a waiver of sovereign
immunity beyond the limits provided for in Section 768.28, Florida Statutes, as amended.
8.2 Indemnification Procedures. Promptly after receipt by Licensee of notice
of any demand, action, proceeding, claim or potential claim (collectively, a "Claim"),
which would give rise to a right to indemnification, the Licensee shall give MetroPCR
written notice describing the Claim in reasonable detail. MetroPCR shall at its own
expense and by counsel approved by the Licensee, compromise or defend any such
matter involving the Claim. If MetroPCR shall undertake to compromise or defend any
such Claim, it shall promptly notify the Licensee of its intention to do so, and the
Licensee shall cooperate fully with MetroPCR and its counsel in the compromise of, or
defense against, any such Claim. All costs and expenses incurred in connection with such
cooperation (other than the cost of internal personnel, and the fees and expenses of any
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attorneys, of the Licensee) shall be borne by MetroPCR.
8.3 Software Indemnification Defend. To the extent permitted by law,
MetroPCR agrees to indemnify and hold the Licensee and its officers, directors,
employees, consultants, agents and subcontractors harmless against any and all
losses, damages, liabilities, claims, demands, suits, or causes of action, including
attorneys' fees and expenses of defending against such claims demands, suits, or
causes of action, resulting from (i) third -party claims for violations of patent rights or
other intellectual property rights against the Licensee or its customers, arising out of the
Software licensed pursuant to this Agreement, or (ii) third -party claims based on
defects or non-performance of the Software, or breach of warranty, or representations
made by MetroPCR.
8.4 Survival. The above provisions shall survive the termination or expiration,
as applicable, of this Agreement and shall pertain to any occurrence during the term
of this Agreement, even though the claim may be made after the termination hereof.
9.0 ASSIGNMENT. Licensee shall not assign or otherwise transfer the Software or
this Agreement to anyone, including any parent, subsidiary, affiliated entity or
third party, or as part of the sale of any portion of its business, or pursuant to any
merger, consolidation or reorganization, without MetroPCR's prior written
consent. This Agreement shall not be assigned by MetroPCR, in whole or in part,
without the prior written consent of the Licensee, which may be withheld or conditioned,
in the Licensee's sole discretion through the City Manager.
10.0 UNCONTROLLABLE FORCES. Neither party to the contract shall be
considered to be in default in performance of any of its obligations under the contract,
except to make payment, when a failure of performance shall be due to an uncontrollable
force. The term "uncontrollable force" means any cause beyond the control of the party
affected, including but not restricted to, failure of or threat of failure of facilities, flood,
earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience,
labor dispute, labor or material shortage, sabotage, restraint by court order or public
authority and action or nonaction by, or failure to obtain the necessary authorizations or
approvals from, any governmental agency or authority, which by exercise of due
diligence such party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome. Either party rendered unable to
fulfill any of its obligations under the contract by reason of an uncontrollable force shall
give prompt written notice of such fact to the other party and shall exercise due diligence
to remove such inability with all reasonable dispatch.
11.0 INSURANCE. Refer to Exhibit D for the MetroPCR's standard Certificate of
Insurance coverages provided to the licensee as part of this Master Services and License
Agreement. If the licensee requires additional coverage beyond what is specified in
Exhibit E, they must contact MetroPCR as additional annual charges may be added to
your base quote. Any additional annual insurance costs incurred by MetroPCR will be
passed to the licensee and those annual costs will be specified in Exhibit B.
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11.1 MetroPCR shall, at all times during the term hereof, maintain such
insurance coverage(s) as may be required by the City. The insurance coverage(s) required
as of the July 1, 2022 are attached hereto as Exhibit C and incorporated herein by this
reference. MetroPCR shall add the Licensee as an additional insured to its commercial
general liability, and auto liability policies, and as a named certificate holder on all
policies. Consultant shall correct any insurance certificates as requested by the City's
Director of Risk Management. All such insurance, including renewals, shall be subject to
the approval of the City for adequacy of protection and evidence of such coverage(s) and
shall be furnished to the City Risk Management Director on Certificates of Insurance
indicating such insurance to be in force and effect and any cancelled or non -renewed
policy will be replaced with no coverage gap and a current Certificate of Insurance will
be provided. Completed Certificates of Insurance shall be filed with the City Risk
Management Director prior to the performance of any services herein, provided,
however, that MetroPCR shall at any time upon request file duplicate copies of the
Certificate of Insurance with the City.
11.2 If, in the judgment of the City, prevailing conditions warrant the provision
by MetroPCR of additional liability insurance coverage or coverage which is different in
kind, the City Risk Management Director reserves the right to require the provision by
MetroPCR of an amount of coverage different from the amounts or kind previously
required and shall afford written notice of such change in requirements thirty (30) days
prior to the date on which the requirements shall take effect. Should the MetroPCR fail
or refuse to satisfy the requirement of changed coverage within thirty (30) days following
the City's written notice, this Agreement shall be considered terminated on the date that
the required change in policy coverage would otherwise take effect.
11.3 MetroPCR understands and agrees that any and all liabilities regarding the
use of any of MetroPCR's employees or any of MetroPCR subcontractors for Services
related to this Agreement shall be borne solely by MetroPCR throughout the term of this
Agreement and that this provision shall survive the termination of this Agreement.
MetroPCR further understands and agrees that insurance for each employee of MetroPCR
and each subcontractor providing Services related to this Agreement shall be maintained
in good standing and approved by the City Risk Management Administrator throughout
the duration of this Agreement.
11.4 MetroPCR shall be responsible for assuring that the insurance certificates
required under this Agreement remain in full force and effect for the duration of this
Agreement, including any extensions hereof. If insurance certificates are scheduled to
expire during the term of this Agreement and any extension hereof,
MetroPCR shall be responsible for submitting new or renewed insurance certificates to
the City's Risk Management Administrator as soon as coverages are bound with the
insurers. In the event that expired certificates are not replaced, with new or renewed
certificates which cover the term of this Agreement and any extension thereof:
a. the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Risk Management
Administrator; or
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b. the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Risk Management
Administrator; or
11.5 Compliance with the foregoing requirements shall not relieve MetroPCR
of its liabilities and obligations under this Agreement.
12.0 COMMUNICATIONS. All notices or other communications pertaining to this
Agreement shall be in writing and shall be given by hand -delivery or by registered or
certified U.S. Mail, return receipt requested, addressed to the other Party at the address
indicated herein or to such other address as a Party may designate by notice given as
herein provided. Notice shall be deemed given on the day on which personally delivered;
or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
If to: MetroPCR
MetroPCR
C/O Scott Streicher
3433 Sprindeltree Drive
Grapevine TX 76051
Email: scott.streicher@metroper.com
Phone: 703-624-6059
If to: LICENSEE
City of Miami Fire -Rescue Department
444 SW 2nd Avenue
Miami, Florida 33130
Email: Phone:
With a copy to:
Arthur Noriega
City Manager
444 SW 2"d Avenue
10th Floor
Miami, Florida 33130
Annie Perez
Director of Purchasing
444 SW 2"d Avenue
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6th Floor
Miami, Florida 33130
Victoria Mendez
City Attorney
444 SW 2" d Avenue
9th Floor
Miami, Florida 33130
13.0 DISPUTE RESOLUTION. Venue in any proceedings between the parties shall
be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each
party waives any defense whether asserted by motion or pleading, that the
aforementioned courts are an improper or inconvenient venue. Moreover, the parties
consent to personal jurisdiction of the aforementioned courts and irrevocable waive any
objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial.
14.0 SEVERABILITY. Should any part, term or provision of this Agreement be
decided by a court of competent jurisdiction to be illegal or in conflict with any law of
the Licensee's state, the validity of the remaining portions or provisions shall not be
affected thereby. The failure on the part of either Party to exercise any right or remedy
hereunder will not operate as further waiver of such right or remedy in the future or any
other right or remedy.
15.0 SURVIVAL. The representations and warranties of MetroPCR and the
agreements and covenants set forth in this Agreement shall survive the termination
hereunder notwithstanding any due diligence investigation conducted by or on behalf of
the Licensee. Sections 5.0, 7.0, 10.0, 12.0, 15.0, 28.0 shall survive the termination of this
Agreement.
16.0 PUBLIC RECORDS.
16.1 MetroPCR understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to City Agreements, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and
the public to all documents subject to disclosure under applicable laws. MetroPCR's
failure or refusal to comply with the provisions of this section shall result in the
immediate cancellation of this Agreement by the City.
16.2 MetroPCR shall additionally comply with Section 119.0701, Florida
Statutes, including without limitation: (1) keep and maintain public records that
ordinarily and necessarily would be required by the City to perform this service; (2) upon
request from the City's custodian of public records, provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time
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at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as
otherwise provided by law; (3) ensure that public records that are exempt or confidential
and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following completion of the
contract if MetroPCR does not transfer the records to the City; (4) upon completion of
the contract, transfer, at no cost, to the City all public records in possession of MetroPCR
or keep and maintain public records required by the City to perform the service, if
MetroPCR transfers all public records to the City upon completion of the Agreement,
MetroPCR shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements, if MetroPCR keeps and maintains
public records upon completion of the Agreement, MetroPCR shall meet all applicable
requirements for retaining public records, all records stored electronically must be
provided to the City, upon request from the City's custodian of public records, in a
format that is compatible with the information technology systems of the City.
Notwithstanding the foregoing, MetroPCR shall be permitted to retain any public records
that make up part of its work product solely as required for archival purposes, as required
by law, or to evidence compliance with the terms of the Agreement.
16.3 Should MetroPCR determine to dispute any public access provision
required by Florida Statutes, then MetroPCR shall do so in accordance with the
provisions of chapter 119, Florida Statutes, at its own expense and at no cost to the City.
IF METROPCR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
METROPCR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT
PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT
CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND
AVENUE, 9TH FL, MIAMI, FL 33130. METROPCR MAY ALSO
CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI
DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
17.0 COUNTERPARTS/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.
18.0 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS.
MetroPCR understands that agreements with local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest,
ethics, funding, lobbying, record keeping, etc. City and MetroPCR agree to comply with
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and observe all such applicable federal, state and local laws, rules, regulations, codes and
ordinances, as they may be amended from time to time.
18.1 MetroPCR further agrees to include in all of MetroPCR's agreements with
sub -consultants for any Services related to this Agreement this provision requiring sub -
consultants to comply with and observe all applicable federal, state, and local laws rules,
regulations, codes and ordinances, as they may be amended from time to time.
19.0 NONDISCRIMINATION. MetroPCR represents to the City that MetroPCR
does not and will not engage in discriminatory practices and that there shall be no
discrimination in connection with MetroPCR's perforinance under this Agreement on
account of race, color, sex, religion, age, handicap, marital status or national origin.
MetroPCR further covenants that no otherwise qualified individual shall, solely by reason
of his/her race, color, sex, religion, age, handicap, marital status or national origin, be
excluded from participation in, be denied services, or be subject to discrimination under
any provision of this Agreement.
20.0 WAIVER. Except as provided herein, the failure to exercise a right or to require
performance of an obligation under this Agreement shall not effect a party's ability to
exercise such right or require such performance at any time thereafter nor shall the waiver of
a breach constitute a waiver of any subsequent breach.
21.0 ADDITIONAL SOFTWARE. This Agreement applies to new additional software
products purchased as a supplement to the original Software Product provided by
MetroPCR unless MetroPCR provides other terms along with the update or supplement.
In case of a conflict between such terms, the other terms will prevail. Without limitation
to the preceding terms, Licensee agrees to be bound by the terms of the SOTI
MobiControl User License Agreement ("SOTI MobiControl EULA"). The complete
terms of the SOTI MobiControl EULA are hereby incorporated by reference, and may be
reviewed at:
https://soti.net/media/4 1 06/mobicontrol-v 15-software-license-agreement.pdf
https://soti.net/media/5830/2021-11-29-soti-one-general-software-terms-of-use.pdf
22.0 WARRANTY. MetroPCR warrants to Customer that the MetroPCR Software
will perform substantially as described in the product demonstrations and field testing
when first delivered or made available for access or use by Customer. If Customer
notifies MetroPCR of Defects within five (5) days after Customer's first access or use,
and those defects are verified by MetroPCR, as Customer's sole and exclusive remedy,
MetroPCR will remedy or replace the defective MetroPCR Software. A "Defect" occurs
when in the course of proper use, the Software does not perform in any material respect
in the manner it was intended unless the Defect is caused by the improper use or
unauthorized amendment of the Software by the Customer or anyone acting with the
authority of the Customer. Customer's remedy for breach of this limited warranty will be
limited to the foregoing replacement or refund and will not encompass any other
damages. No dealer, distributor, agent or employee of MetroPCR is authorized to make
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any modification or addition to the warranty and remedies stated herein. Notwithstanding
these limited warranty provisions, all of MetroPCR's obligations with respect to such
warranties will be contingent on Customer's use of a Product in accordance with this
Agreement and in accordance with MetroPCR's instructions as provided in the Product
Training and or Documentation as such instructions may be updated from time to time.
EXCEPT AS SPECIFICALLY STATED IN THIS MASTER SERVCIES AND
LICENSE AGREEMENT, METROPCR EXPRESSLY DISCLAIMS ALL EXPRESS
OR IMPLIED WARRANTIES ARISING OUT OF OR RELATING TO THESE
SOFTWARE AND HOSTING TERMS, A PRODUCT OR ANY CONTENT
PROCESSED THROUGH OR GENERATED BY A PRODUCT, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON -INFRINGEMENT. METROPCR MAKES NO WARRANTY
THAT A PRODUCT WILL BE AVAILABLE ON AN UNINTERRUPTED OR
ERROR -FREE BASIS.
23.0 THIRD -PARTY SERVICES. The Application may display, include or make
available third -party content (including data, information, applications and other products
services) or provide links to third -party websites or services. The Agency acknowledge
and agree that the Company shall not be responsible for any Third -party Services,
including their accuracy, completeness, timeliness, validity, copyright compliance,
legality, decency, quality or any other aspect thereof. The Company does not assume and
shall not have any liability or responsibility to The Agency or any other person or entity
for any Third -party Services. The Agency must comply with applicable Third parties'
Terms of agreement when using the Application. Third -party Services and links thereto
are provided solely as a convenience to the City and the City accesses and uses them
entirely at its own risk.
24.0 INTELLECTUAL PROPERTY. The Application, including without limitation
all copyrights, patents, trademarks, trade secrets and other intellectual property rights are,
and shall remain, the sole and exclusive property of the Company.
25.0 TITLES/HEADINGS. Title and paragraph headings are for convenient reference
and are not intended to modify any part of this Agreement.
26.0 CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the
Agreement is subject to amendment or termination due to lack of funds, reduction of
funds, failure to allocate or appropriate funds, and/or change in applicable laws or
regulations.
27.0 PIGGYBACK. MetroPCR offers that for term of this agreement,
including any renewal terms, other public corporations, entities, or agencies within the
contiguous U.S. (each, a "Piggyback Entity") may request to piggyback on the services
offered under this Agreement, on the same terms and conditions set forth in this
Agreement. Licensee shall have no obligation or liability to the piggyback agency, any
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Piggyback entity, or any third party in connection with the administration of
services provided to any Piggyback Entity.
28.0 CHOICE OF LAW. All questions pertaining to the validity and interpretations
of this Agreement shall be determined in accordance with the laws of the state in which
the licensee is located.
29.0 ATTACHMENTS. The following named attachments are made an integral part
of this Agreement:
Exhibit A: Maintenance and Support
Exhibit B: Pricing and Fee Definitions
Exhibit C: Business Associate Agreement
Exhibit D: Standard Certificate of Insurance
Exhibit E: Articles of Incorporation and DBA
Exhibit F: City Resolution
Exhibit G: Tax Exempt Certificate
30.0 ENTIRE AGREEMENT. This Agreement embodies the entire Contract
between the parties hereto concerning the subject matter hereof and supersedes all prior
conversations, proposals, negotiations, understandings and contracts, whether written or
oral.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS OF THE FOREGOING, the Parties have executed this Agreement by
their authorized signatories below, each of whom represent and warrant that they are
authorized to execute this Agreement for and on behalf of the Party for whom they are
signing:
MetroPCR, a
Florida Corporation
Scott Streicher am.ciammar,;;�� �,
Sign °�
Print/Title
FOR LICENSEE, a
Florida Municipal Corporation Attest:
DocuSigned by:
Arttuc"re$(2Qp4 ri Norega, City Manager
CDocuSigned bbyy DocuSigned by:
E4 D S 4Sg...
Toc�c� �aFinnon City Clerk
Approved as to Insurance Requirements: Approved as to Legal Form and
Correctness:
[-DocuSigned by: D Sig d by: DS
Fro&amiv) S1gn
27005C8818214E7... �F1EF9OAFbFE 7.
Ann -Marie Sharpe, Director of Risk Management Victona°lendez, City AttorneyTMF MID 22-461
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EXHIBIT A
MAINTENANCE AND SUPPORT
This Maintenance Agreement is incorporated into the Master Services and License
Agreement between MetroPCR and Licensee.
1.0 INCLUDED MAINTENANCE. Maintenance included in this agreement is as
follows:
1.1 All Core Software and Customized Software, excluding potential ongoing
3rd party maintenance fees, such as CAD vendor or ECG fees.
1.2 Periodic updates to MetroPCR that may incorporate (i) corrections of any
defects, (ii) fixes of any bugs, and (iii) at the sole discretion of MetroPCR, enhancements
to the MetroPCR. Updates will be provided primarily through secure remote means. This
includes corrections of defects in MetroPCR so that MetroPCR will operate with reliable
functionality and without loss of data.
2.0 EXCLUDED MAINTENANCE. Maintenance excluded from this
Maintenance Agreement is as follows:
2.1 Corrections of defects in MetroPCR so that MetroPCR will operate with
reliable functionality and without loss of data.
2.2 Licensee and end -users questions and issues pertaining to:
a. The general use of the hardware or non-MetroPCR software products; and
b. Licensee network functionality and performance to include cellular
network.
2.3 On -site training and on -site support.
2.4 Should MetroPCR offer any maintenance enhancements for the
Maintenance Agreement procured by the Licensee to any of its existing or future clients,
those enhancements will be provided to the Licensee at no additional charge.
3.0 SUPPORT. Customer will report all issues and errors associated with the
MetroPCR system to support@metroper.com. MetroPCR will make all reasonable
efforts to correct any error reported by the customer in accordance to the level of support
defined.
3.1 Customer will provide at least one administrative employee (the
"Administrator" or "Administrators") who will handle all requests for level 1 support
from Customer's employees with respect to the Software. Such support is intended to be
the "front line" for support and information about the Software to Customer's Users.
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MetroPCR will provide training, documentation, and materials to the Administrator to
enable the Administrator to provide technical support to Customer's Users. The
Administrator will notify a Support Representative of any Errors/Issues that the
Administrator cannot resolve and assist MetroPCR in information gathering.
3.2 Level 1 Support. This is the initial support level for basic customer issues.
It is synonymous with first -line support, level 1 support and front-end support. Personnel
at this level have a basic to general understanding of the product or service. The goal for
this group is to handle 80%-90% of the user problems before escalating the issue to
MetroPCR. Technical support specialists typically handle straightforward and simple
problems while using knowledge of the MetroPCR trai8ning and management tools. This
includes troubleshooting methods such as MetroPCR mobile core use, resolving
username and password problems, uninstalling/reinstalling basic software applications,
verification of proper hardware and software set up.
3.3 Level 2 Support. MetroPCR is responsible for Level 2 support. The
agency will submit a support ticket to support@metroper.com . Maintenance support is
further set forth and detailed in Exhibit A of the Master Services Agreement.
Technicians working in Level 2 support are responsible for assisting Level I personnel to
solve basic technical problems and for investigating elevated issues by confirming the
validity of the problem and seeking known solutions related to more complex issues.
4.0 SEVERITY LEVELS
4.1 Severity 1 Issue. This means an Issue which renders the Software
completely inoperative such as a User cannot access the Software due to unscheduled
downtime or a system outage.
4.2 Severity 2 Issue. This means an Issue in which Software is still operable;
however, one or more significant features or functionality are unavailable. An example
would be the user cannot access a core component of the Software.
4.3 Severity 3 Issue. This means any other Issue that does not prevent a User
from accessing a significant feature of the software.
4.4 Severity 4 Issue. This means any Issue related to documentation or a
customer enhancement request.
5.0 RESPONSE
5.1 Severity 1 Issue. MetroPCR shall address these issues promptly.
MetroPCR will do this by the following actions.
a. Provide an Initial Response within four hours
b. Provide Licensee with a status update within four hours if MetroPCR
cannot resolve the Issue within four hours.
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5.2 Severity 2 Issue. MetroPCR shall address these issues promptly.
MetroPCR will do this by the following actions.
a. Provide an Initial Response within eight hours.
b. Initiate a management escalation within 48 hours if still unresolved.
c. Provide Licensee with a status update within forty-eight hours if
MetroPCR cannot resolve the issue within forty-eight hours.
5.3 Severity 3 Issue. MetroPCR shall address these issues promptly.
MetroPCR will do this by the following actions.
a. Provide an Initial Response within three business days.
b. Provide Customer with a status Update within seven calendar days if
MetroPCR cannot resolve the issue within seven calendar days.
5.4 Severity 4 Issue. MetroPCR shall address these issues promptly.
MetroPCR will do this by the following actions.
a. Initial Response within seven calendar days.
6.0 MAINTENANCE AND SUPPORT. MetroPCR does not provide any maintenance
or support for the download and use of ancillary applications requested by licensee to be
included on the mobile devices.
7.0 BUSINESS HOURS. Normal business hours for MetroPCR support desk are
Monday through Friday 7:00 am to 7:00 pm CT. Customers will receive a call back from
a Support Representative after-hours for a Severity 1 issue.
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EXHIBIT B
PRICING AND FEE DEFINITIONS
1.0 SOFTWARE AND INTEGRATION COSTS. The prices set forth below shall
apply for the term of the Master Services and License Agreement between the Licensee
and MetroPCR.
1.1 The following are "not to exceed" prices. At preparation of this exhibit
although several factors that may impact pricing were unknown the time of the
agreement, such as travel for on -site training which will require a quote prior to
scheduling.
1.2 Billing. MetroPCR will invoice at the end of each month unless the
licensee is on a special Annual Maintenance and Hosting Agreement. Annual
agreements will be invoiced prior to the maintenance period.
1.3 Escalation. The price is fixed for the term of the initial contract. At the
end of the initial term and at the end of each extension period, all of the pricing
components will be escalated by five percent (5%).
1.4 Pricing noted below denotes the initial contract period.
Mr Description Pricing dim
is
Electronic Patient Care Reporting $128,421.05
Unlimited mobile installations on Android 8.0 or newer OS
SOTI MobiControl Mobile Device
Management
CAD Interface
Other:
NEMSIS data import <100,000 records
NEMSIS data import >100,000 records
NEMSIS 3.4 or newer State Extract
$ 0.00 per device/per month
$ 0.00 month
$0.02 per record (3.4 newer)
$0.01 per record (3.4 newer)
included
Hosting, Back -Up, Archiving included
Archival Data Storage > 84 months $0.01 per record per month
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Hospital- Patient Care Record Delivery
Automated SSH transfer
MetroPCR Software client installation
Hospital web log -in
HDE transfer
Training and Set-up:
Training on -site
Per Day Fee
Web Training sessions
Administrative training, mobile and
Control Center set-up, project
management meetings and more.
Additional Insurance Coverage
Requirements
Several different methods to Automatically
transfer ePCR record to hospital for
printing are offered.
All of these are offered at NO CHARGE
Secure Shell (SSH) creates a secure
connection to hospital
Hospital installs a software client
developed by MetroPCR on any desktop
and set to automatically print
Access to MetroPCR web application -
limited access to only patients transported
to that specific hospital
Transfer data to any existing Health Data
Exchange platform
Due to current market conditions, on -site
training per trip and per day fees may
change and will be quoted
Quote per trainer/per trip
Quote per day
$120.00 hr.
$1437.69
This is a base fee for all new
deployments
$0.00 annually
2.0 CHANGE ORDER REQUEST. MetroPCR, in its sole discretion, will provide
Licensee with a Change Order estimate for Custom Programming Services, which shall
include the costs and time necessary to complete the Change Order for any requests that
fall outside of MetroPCR's standard deliverables. However, any software changes or
enhancements to MetroPCR that can be utilized by most EMS agencies may be included
as part of maintenance at no additional charge.
3.0 FEE DEFINITIONS
3.1 This contract is a fix annual maintenance and support.
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3.2 MetroPCR MOBILE AND CONTROL CENTER. The fee noted includes
all components specified in the Summary of MetroPCR features. This includes but is not
limited to:
3.3 Project Management (included in base fee)
a. Remote Implementation and Planning Meetings.
b. Up to 6 hours of initial Mobile and Control Center configuration
training and support is included in the administrative fees. This is part
of the base fee for all new customers.
c. MetroPCR will work with agency administrators to assist setting up:
i. Mobile Clinical Configuration.
ii. Rules/Protocol Guidelines Set -Up and Configuration (To-do list).
iii. Mobile to Mobile configuration and testing.
iv. Development, configure, Billing Extract, Automation alerts.
v. Remote: Go -live and Post Go -live support.
vi. System End to End Testing and Modifications.
vii. On -going maintenance upgrades: Mobile and Control Center.
3.4 MetroPCR Mobile
a. Wireless data management- customer is responsible for ALL wireless
services/payments.
b. ECG Interface with Medtronic LifePAK 15 devices during initial
implementations. Other device manufacturers will be offered in future
release.
c. Wireless MetroPCR to MetroPCR Transfers.
d. NEMSIS 3.4 or higher formatted .xml files are available.
e. Patient Lookup module.
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f. Automatic ePCR transfer for printing at hospitals.
g. Review Pricing and Maintenance details noted above.
h. MetroPCR will not offer "auto -fax" functionality. MetroPCR is
offering multiple newer technology options as a more efficient process
to provide hospitals with a timely delivery of a printed patient care
report.
i. CAD interface where applicable.
j. Access to all MetroPCR mobile enhancements and releases.
3.5 MetroPCR Control Center (its web -based administrative application)
a. Unlimited user access to all available modules.
b. Redundant back-up systems provided as part of AWS.
c. Billing XML or API.
d. Standard MetroPCR formatted file - automated send.
e. Configured to generate on customer defined triggers/periods.
f. Can utilize MetroPCR API for data extraction.
g. Automated Control Center updates.
h. Data hosting via Amazon Web Services.
i. Web -based access to all reports.
j. Administrative tools for configuration.
3.6 CAD Integration (If applicable)
a. Includes up to 20 hours of programming, review and configuration.
b. Excludes 3rd party fees (from CAD Vendor or similar).
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c. CAD vendor must be willing to provide unencumbered and real-time
data transfer and in a MetroPCR specified XML or API structured
file(s) as part of the feed.
3.7 State Extract: NEMSIS 3.4 or newer
a. Only NEMSIS 3.4 or newer and on upgrades.
b. The Licensee is responsible for running, validating logs using
MetroPCR tools and upload submissions to State where applicable.
c. MetroPCR provides the interface application -output is a State
defined XML file.
d. MetroPCR supports ONLY NEMSIS structured XML outputs.
4.0 Existing ePCR data import. MetroPCR will import current ePCR systems data
if it is NEMSIS 3.4 or newer. The existing system must be able to export the data and
include a .pdf copy of the original record.
4.1 MetroPCR will import the only the following data fields and provide the
licensee the ability to query on those fields and display a copy of the original .pdf per the
specified requirement noted above. No other data categories or fields will be imported at
this time.
a. Demographics data set.
b. Crew/Unit data set.
c. Event times data set
d. Dispatch data set
e. Response data set.
f. Patient information.
g. Insurance information.
h. Patient history
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5.0 MOBILE DEVICE REPAIR. The agency will be responsible for remote mobile
device repair. MetroPCR technicians will provide installation instructions for the mobile
software or assist clients with installations that allows its technician to access the user's
desktop via the Internet or implement a hardware support process only with the user's
permission. MetroPCR technicians may utilize remote access software to assist the
agency as well. The agency will implement its own hardware support process.
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EXHIBIT C
BUSINESS ASSOCIATE AGREEMENT
This BUSINESS ASSOCIATE AGREEMENT (the "BAA") is made and
entered into as of by and between the licensee noted above in the Master Services
and License Agreement.
Business Associate: Saffire Software Inc. DBA MetroPCR, a corporation formed in the
State of Florida with a mailing address of 1145 Audace Ave, Suite 101, Boyton Beach,
Florida, 33426 ("Business Associate", in accordance with the meaning given to those
terms at 45 CFR § 164.501).
In this BAA, Covered Entity and Business Associate are each a "Party" and, collectively,
are the "Parties".
BACKGROUND
Covered Entity is either a "covered entity" or "business associate" of a covered entity as
each are defined under the Health Insurance Portability and Accountability Act of 1986,
Public Law 104-191, as amended by the HITECH ACT (as defined below) and the related
regulations promulgated by HHS (as defined below) (collectively, "HIPAA") and, as such,
is required to comply with HIPAA's provisions regarding the confidentiality and privacy
of Protected Health Information (as defined below);
a. The Parties have entered into or will enter into one or more agreements under
which Business Associate provides or will provide certain specified services to
Covered Entity (collectively, the "Agreement");
b. In providing services pursuant to the Agreement, Business Associate will have
access to Protected Health Information;
c. By providing the services pursuant to the Agreement, Business Associate will
become a "business associate" of the Covered Entity as such term is defined under
HIPAA;
d. Both Parties are committed to complying with all federal and state laws governing
confidentiality and privacy of health information, including, but not limited to, the
Standards for Privacy of Individually Identifiable Health Information found at 45
CFR Part 160 and Part 164, Subparts A and E (collectively, the "Privacy Rule");
and
e. Both Parties intend to protect the privacy and provide for the security of Protected
Health Information disclosed to Business Associate pursuant to this BAA, HIPAA
and other applicable laws.
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_frA
METRO PCR
BY SAFFIRE SOFTWARE
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and conditions contained
herein and the continued provision of PHI by Covered Entity to Business Associate under
the Agreement in reliance on this BAA, the Parties agree as follows.
Definitions. For the purposes of this BAA, the Parties give the following meaning to
each of the terms in this Section 1 below. Any capitalized temiu used in this BAA, but
otherwise defined, has the meaning given to that term in the Privacy Rule or pertinent
law.
a. Affiliate" means a subsidiary or affiliate of Covered Entity that is, or has been,
considered a covered entity, as defined by HIPAA.
b. "Breach" means the acquisition, access, use, or disclosure of PHI in a manner
not permitted under the Privacy Rule which compromises the security or privacy
of the PHI, as defined in 45 CFR § 164.402.
c. "Breach Notification Rule" means the portion of HIPAA set forth in Subpart
D of 45 CFR Part 164.
d. "Data Aggregation" means, with respect to PHI created or received by
Business Associate in its capacity as the "business associate" under HIPAA of
Covered Entity, the combining of such PHI by Business Associate with the PHI
received by Business Associate in its capacity as a business associate of one or
more other "covered entity" under HIPAA, to permit data analyses that relate to
the Health Care Operations (defined below) of the respective covered entities. The
meaning of "data aggregation" in this BAA shall be consistent with the meaning
given to that term in the Privacy Rule.
e. "Designated Record Set" has the meaning given to such term under the
Privacy Rule including 45 CFR § 164.501.B.
f. "De -Identify" means to alter the PHI such that the resulting information meets
the requirements described in 45 CFR § § 164.514(a) and (b).
g.
"Days" means, unless otherwise expressly stated in this BAA, calendar days.
h. "Electronic PHI" means any PHI maintained in or transmitted by electronic
media as defined in 45 CFR § 160.103
i. "Health Care Operations" has the meaning given to that term in 45 CFR §
164.501.
J.
"HHS" means the U.S. Department of Health and Human Services.
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BY SAFFIRE SOFTWARE
k. "HITECH Act" means the Health Information Technology for Economic and
Clinical Act, enacted as part of the American Recovery and Reinvestment Act of
2009, Public Law 111-005.
1. "Individual" has the same meaning given to that term in 45 CFR § § 164.501
and 160.130 and includes a person who qualifies as a personal representative in
accordance with 45 CFR § 164.502(g).
m. "Privacy Rule" means that portion of HIPAA set forth in 45 CFR Part 160 and
Part 164, Subparts A and E.
n. "Protected Health Information" or "PHI" has the meaning given to the term
"protected health information" in 45 CFR §§164.501 and 160.103, limited to the
information created or received by Business Associate from or on behalf of the
Covered Entity.
o. "Security Incident" means the attempted or successful unauthorized access,
use, disclosure, modification, or destruction of information or interference with
system operations in an information system.
P.
q•
"Security Rule" means the Security Standards for the Protection of Electronic
Health Information provided in 45 CFR Part 160 & Part 164, Subparts A and C.
"Unsecured Protected Health Information" or "Unsecured PHI" means any
"protected health information" as defined in 45 CFR §§164.501 and 160.103 that
is not rendered unusable, unreadable, or indecipherable to unauthorized
individuals through the use of a technology or methodology specified by the HHS
Secretary in the guidance issued pursuant to the HITECH Act and codified at 42
USC § 17932(h).
1.0 Use and Disclosure of PHI.
1.1 Except as otherwise provided in this BAA, Business Associate may use or
disclose PHI only as reasonably necessary to provide the services described in the
Agreement to Covered Entity, and to undertake other necessary activities of Business
Associate permitted or required of Business Associate by this BAA or as required by law.
1.2 Except as otherwise limited by this BAA or federal or state law, Covered
Entity authorizes Business Associate to use the PHI in its possession for the proper
management and administration of Business Associate's business and to carry out its
legal responsibilities. Business Associate may disclose PHI for its proper management
and administration, provided that (i) the disclosures are by law; or (ii) Business Associate
obtains, in writing, prior to making any disclosure to a third party (a) reasonable
assurances in a written agreement from this third party that the PHI will be held
confidential as provided under this BAA and used or further disclosed only as required by
law or for the purpose for which it was disclosed to this third party and (b) an agreement
from this third party to notify Business Associate immediately of any breaches of the
confidentiality of the PHI, to the extent it has knowledge of the breach.
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BY SAFFIRE SOFTWARE
1.3 Business Associate will not use or disclose PHI in a manner other than as
provided in this BAA, as permitted under the Privacy Rule, or as required by law.
Business Associate will use or disclose PHI, to the extent practicable, as a limited data set
or limited to the minimum necessary amount of PHI to carry out the intended purpose of
the use or disclosure, in accordance with Section 13405(b) of the HITECH ACT (codified
as 42 USC § 17935(b)) and any of the act's implementing regulations adopted by HHS,
for each use or disclosure of PHI.
1.4 Upon request, Business Associate will make available to Covered Entity
any of Covered Entity's PHI that Business Associate or any of its agents or
subcontractors have in their possession.
1.5 Business Associate may use PHI to report violations of law to appropriate
Federal and State authorities, consistent with 45 CFR § 164.502(j)(1).
1.6 With regard to its use and/or disclosure of PHI necessary to perform its
obligations to Covered Entity and to comply with HITECH and the Omnibus Final Rule,
Business Associate agrees that it will not receive direct or indirect remuneration for any
exchange of PHI not otherwise authorized without individual authorization, unless (i)
specifically required for the provision of services under the Agreement (ii) for treatment
purposes; (iii) providing the individual with a copy of his or her PHI; or (iv) otherwise
determined by the Secretary in regulations.
1.7 Business Associate shall not and shall not permit any employee, agent,
contractor, or subcontractor to transmit, access, store, maintain, use, or disclose PHI to or
by any person or organization physically located outside of the United States or any U.S.
Territory.
1.8 Business Associate and its subcontractors, if applicable, shall store all PHI
and/or ePHI, including all PHI and/or ePHI stored on any portable or laptop computing
device or any portable storage medium as part of Business Associate's designated backup
and recovery processes, in encrypted form using a commercially supported encryption
solution that complies with 74 FR 19006, "Guidance Specifying the Technologies and
Methodologies That Render PHI Unusable, Unreadable, or Indecipherable to
Unauthorized Individuals for Purposes of the Breach Notification Requirements under
Section 13402 of Title XIII" and which has been tested and judged to meet the standards
set forth by the National Institute of Standards and Technology in Special Publications
800-111, 800-52, 800-77, 800-113, or others which are Federal Information Processing
Standards (FIPS) 140-2 validated, as applicable. Business Associate agrees to encrypt
PHI transmitted by the Business Associate over a public network and agrees that it will
only transmit or exchange Protected Health Information using secure HTTPS or SFTP or
equivalent.
2.0 Safeguards against Misuse of PHI. Business Associate will use appropriate
safeguards to prevent the use or disclosure of PHI other than as provided by the Agreement
or this BAA and Business Associate agrees to implement administrative, physical, and
technical safeguards that reasonably and appropriately protect the confidentiality, integrity
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BY SAFFIRE SOFTWARE
and availability of the Electronic PHI that it creates, receives, maintains or transmits on
behalf of Covered Entity. Business Associate agrees to take reasonable steps, including
providing adequate training to its employees to ensure compliance with this BAA and to
ensure that the actions or omissions of its employees or agents do not cause Business
Associate to breach the terms of this BAA.
3.0 Reporting Disclosures of PHI and Security Incidents. Business Associate will
report to Covered Entity in writing any use or disclosure of PHI not provided for by this
BAA of which it becomes aware and Business Associate agrees to report to Covered
Entity any Security Incident affecting Electronic PHI of Covered Entity of which it
becomes aware. Business Associate agrees to report without unreasonable delay, any
such event within 10 calendar days.
4.0 Reporting Breaches of Unsecured PHI. Business Associate will notify Covered
Entity in writing promptly upon the discovery of any Breach of Unsecured PHI in
accordance with the requirements set forth in 45 CFR § 164.410, but in no case later than
10 calendar days after the discovery of a Breach. Business Associate will reimburse
Covered Entity for any costs incurred by it in complying with the requirements of
Subpart D of 45 CFR § 164 that are imposed on Covered Entity as a result of a Breach
committed by Business Associate.
5.0 Mitigation of Disclosures of PHI. Business Associate will take reasonable
measures to mitigate, to the extent practicable, any harmful effect that is known to Business
Associate of any use or disclosure of PHI by Business Associate or its agents or
subcontractors in violation of the requirements of this BAA.
6.0 Agreements with Agents or Subcontractors. Business Associate will ensure
that any of its agents or subcontractors that have access to, or to which Business
Associate provides, PHI agree in writing to the restriction and conditions concerning uses
and disclosures of PHI contained in this BAA and agree to implement reasonable and
appropriate safeguards to protect any Electronic PHI that it creates, received, maintains or
transmits on behalf of Business Associate or, through the Business Associate, Covered
Entity. Business Associate shall notify Covered Entity, or upstream Business Associate,
of all subcontracts and agreements relating to the Agreement, where the subcontractor or
agent received PHI as described in the Definitions of this BAA. Such notification shall
occur within 30 calendar days of the execution of the subcontract by placement of such
notice on the Business Associate's primary website. Business Associate shall ensure that
all subcontracts and agreements provide the same requirements as this BAA.
7.0 Audit Report. Upon request, Business Associate will provide Covered Entity, or
upstream Business Associate, with a copy of its most recent independent HIPAA
compliance report (AT-C 315), HITRUST certification or other mutually agreed upon
independent standards based third party audit report.
8.0 Access to PHI by Individuals.
8.1 Upon request, Business Associate agrees to furnish Covered Entity with
copies of the PHI maintained by Business Associate in a Designated Record Set in the
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BY SAFFIRE SOFTWARE
time and manner designated by Covered Entity to enable Covered Entity to respond to an
Individual's request for access to PHI under 45 CFR § 164.524.
8.2 In the event any Individual or personal representative requests access to
the Individual's PHI directly from Business Associate, Business Associate within 10
calendar days, will forward that request to Covered Entity. Any disclosure of, or decision
not to disclose, the PHI requested by an Individual or a personal representative and
compliance with the requirements applicable to an Individual's right to obtain access to
PHI shall be the sole responsibility of Covered Entity.
9.0 Amendment of PHI. In the event that any Individual requests that Business
Associate amend such Individual's PHI or record in a Designated Record Set, Business
Associate within 10 calendar days will forward this request to Covered Entity. Any
amendment of, or decision not to amend, the PHI or record as requested by an Individual
and compliance with the requirements applicable to an Individual's right to request an
amendment of PHI will be the sole responsibility of Covered Entity.
10.0 Accounting of Disclosures.
10.1 Business Associate will document any disclosures of PHI made by it to
account for such disclosures as required by 45 CFR §164.528(a). Business Associate also
will make available information related to such disclosures as would be required for
Covered Entity to respond to a request for an accounting of disclosures in accordance
with 45 CFR § 164.528. At a minimum, Business Associate will furnish Covered Entity
the following with respect to any covered disclosures by Business Associate: (i) the date
of disclosure of PHI; (ii) the name of the entity or person who received PHI, and, if
known, the address of such entity or person; (iii) a brief description of the PHI disclosed;
and (iv) a brief statement of the purpose of the disclosure which includes the basis for
such disclosure.
10.2 Business Associate will furnish to Covered Entity information collected in
accordance with this Section 10, within 10 calendar days after written request by Covered
Entity, to permit Covered Entity to make an accounting of disclosures as required by 45
CFR § 164.528, or in the event that Covered Entity elects to provide an Individual with a
list of its business associates, Business Associate will provide an accounting of its
disclosures of PHI upon request if the Individual, if and to the extent that such accounting
is required under the HITECH ACT or under HHS regulations adopted in connection
with the HITECH ACT. In the event an Individual delivers the initial request for an
accounting directly to Business Associate, Business Associate will within 10 calendar
days forward such request to Covered Entity.
11.0 Availability of Books and Records. Business Associate will make available its
internal practices, books, agreements, records, and policies and procedures relating to the
use and disclosure of PHI, upon request, to the Secretary of HHS for purposes of
determining Covered Entity's and Business Associate's compliance with HIPAA, and this
BAA. This information is generally considered confidential and if included into public
record, MetroPCR reserves the right to redact confidential information.
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METRO PCR
BY SAFFIRE SOFTWARE
12.0 Responsibilities of Covered Entity. With regard to the use and/or disclosure of
Protected Health Information by Business Associate, Covered Entity agrees to:
12.1 Notify Business Associate of any limitation(s) in its notice of privacy
practices in accordance with 45 CFR § 164.520, to the extent that such limitation may
affect Business Associate's use or disclosure of PHI.
12.2 Notify Business Associate of any changes in, or revocation of, permission
by an Individual to use or disclose Protected Health Information, to the extent that such
changes may affect Business Associate's use or disclosure of PHI.
12.3 Notify Business Associate of any restriction to the use or disclosure of
PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522, to the extent
that such restriction may affect Business Associate's use or disclosure of PHI.
12.4 Except for data aggregation or management and administrative activities
of Business Associate, Covered Entity shall not request Business Associate to use or
disclose PHI in any manner that would not be permissible under HIPAA if done by
Covered Entity.
13.0 Data Ownership. Business Associate's data stewardship does not confer data
ownership rights on Business Associate with respect to any data shared with it under the
Agreement, including any and all forms thereof.
14.0 Term and Termination. This BAA will become effective on the date first
written above and will continue in effect until all obligations of the Parties have been met
under the Agreement and under this BAA.
14.1 Covered Entity may terminate this BAA, the Agreement, and any other
related agreements if Covered Entity makes a determination that Business Associate has
breached a material term of this BAA and Business Associate has failed to cure that
material breach, to Covered Entity's reasonable satisfaction, within 30 days after written
notice from Covered Entity. Covered Entity may report the problem to the Secretary of
HHS if termination is not feasible.
14.2 If Business Associate determines that Covered Entity has breached a
material term of this BAA, then Business Associate will provide Covered Entity with
written notice of the existence of the breach and shall provide Covered Entity with 30
days to cure the breach. Covered Entity's failure to cure the breach within the 30-day
period will be grounds for immediate termination of the Agreement and this BAA by
Business Associate. Business Associate may report the breach to the HHS.
14.3 Upon termination of the Agreement or this BAA for any reason, all PHI
maintained by Business Associate will be returned to Covered Entity or destroyed by
Business Associate. Business Associate will not retain any copies of such information.
This provision will apply to PHI in the possession of Business Associate's agents and
subcontractors. If return or destruction of the PHI is not feasible, in Business Associate's
reasonable judgment, Business Associate will furnish Covered Entity with notification, in
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BY SAFFIRE SOFTWARE
writing, of the conditions that make return or destruction infeasible. Upon mutual
agreement of the Parties that return or destruction of the PHI is infeasible, Business
Associate will extend the protections of this BAA to such information for as long as
Business Associate retains such information and will limit further uses and disclosures to
those purposes that make the return or destruction of the information not feasible. The
Parties understand that this Section 14.D. will survive any termination of this BAA.
15.0 Effect of BAA.
15.1 This BAA is a part of and subject to the terms of the Agreement, except
that to the extent any terms of this BAA conflict with any term of the Agreement, the
terms of this BAA will govern.
15.2 Except as expressly stated in this BAA or as provided by law, this BAA
will not create any rights in favor of any third party.
16.0 Regulatory References. A reference in this BAA to a section in HIPAA means
the section as in effect or as amended at the time.
17.0 Amendments and Waiver. This BAA may not be modified, nor will any
provision be waived or amended, except in writing duly signed by authorized
representatives of the Parties. A waiver with respect to one event shall not be construed
as continuing, or as a bar to or waiver of any right or remedy as to subsequent events.
18.0 HITECH ACT Compliance. The Parties acknowledge that the HITECH Act
includes significant changes to the Privacy Rule and the Security Rule. The privacy
subtitle of the HITECH Act sets forth provisions that significantly change the
requirements for business associates and the agreements between business associates and
covered entities under HIPAA and these changes may be further clarified in forthcoming
regulations and guidance. Each Party agrees to comply with the applicable provisions of
the HITECH Act and any HHS regulations issued with respect to the HITECH Act. The
Parties also agree to negotiate in good faith to modify this BAA as reasonably necessary
to comply with the HITECH Act and its regulations as they become effective but, in the
event that the Parties are unable to reach an agreement on such a modification, either
Party will have the right to terminate this BAA upon 30 days' prior written notice to the
other Party.
In light of the mutual agreement and understanding described above, the Parties execute
this BAA as of the date first written in the Master Services License Agreement.
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wurrtrT r%
Do
cuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
a<._ i.t11M I L AbIL I I r i&viur ANCE
�, ��a a« r r1 .r= (ar
DATE IMMFDDC(YYY]
10,'2012022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS HO RIGHTS UPON THE CERTIFICATE HOLDER_
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND: EXTEND OR ALTER THE COVERAGE AFFORI]ED BY THE
POLICIES BELOW_ THS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),
AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER_
IMPORTANT: If the certificate holder is an ADDfTIONAL INSURED, the policy(ies) must be endorsed If SUBROGATIONIS WAIVED.
subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not
confer rights to the oertificaLe holder in lieu of such endorsemenljsy_
PRODWCER
IMIC4JCIArL RISE! ADM SORS. RE
45452 31
The Hanford Business Service Amer
3600 Wiseman Blvd
San Antonio, 1X 76251
:'INTACT
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PHONE i e,55 i 45. -e73C
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IN SUrERISI AFFORDING COVERAGE HAMS
INSURED
SAFFIRE SOFTWARE INC DBA 1.IETROPCR
7835 COLONY LAKE DR
BOYNTON BEACH FL 3343121-1303
M6URErA: Hartford Underwriters Insurance Company
301E 4
MEURER B : Hanford Fire Insurance Company
19682
MEURER c :
MEUREt D
N6URER E :
M6URER F:
COVERAGES
CERTIFICATE NUMBER:
REVISION NUM ER:
THIS IS TO CERTIFYTHAT TfiAE POLICIES OF INSURANCE LIGTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
1NDIOATED.NOTV.1'1L—=', ' G ANY REQUIREMENT, TE9iI OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
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DESCRIPTION OFOPERATIONS/ LOCATIONS., VEHICLES IMORD 101..AcIENI malFt ma•;rkc Sohodluli, may beatlaahed If more cp:roe k,nqulrid)
THE CITY OF MIAMI, CITY OF MIAMI FIRE RESCUE IS AN ADDITIONAL INSURED WITH RESFECT TO GENERAL LIABILITY ON A PRIMARY 'AND
N COh1TR:IBUTORY BASIS TI-IF CITY is ALso AN ADDITIONAL INSURED WITH R=3=ECT TO ALTO LIABILITY.
CERTIFICATE HOLDER
CAHC ELLATIOH
THE CITY OF MIAMI
CITY OF INIALII FIRE RESCUE
1151 NW TTHST
MIAMI FL 33130
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL 9E DELIVERED
IN ACCORDAtWEWITH 1HE POLICY P ROVISION S.
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ACORD 25 (2016103)
rgl 1988-2015 ACORD CORPORATION_ All rights reserved_
The ACORD name and Togs, are registered marks of ACORD
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
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METRO PCR
BY SAFFIRE SOFTWARE
EXHIBIT E
ARTICLES OF INCORPORATION AND DBA
State of Eforida
Department of State
I certify the attached is a true and correct copy of the Articles of Incorporation of SAFFIRE
SOFTWARE INC., a Florida corporation, filed electronically on June 04, 2021, as shown by the
records of this office.
I further certify that this is an electronically transmitted certificate authorized by section 15.16,
Florida Statutes_ and authenticated by the code noted below_
The document number of this corporation is P21000052809_
Authentication. Code: 210604163545-600347671476#1
Given under niy hand and the
Great Seal of the State of Florida
at Tallahassee. the Capital, this the
Fourth day of June_ 2O' 1
laurel fift. let
ttrtiarp of State
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BY SAFFIRE SOFTWARE
Electronic Articles of incorporation
For
SAFFIRE SOFTWARE INC.
P21 00052809
LED
Sec. 0 slat 1
Iskervin
The undersigned incorporator, for the purpose of forming a Florida
pi otit corporation, hereby adopts the following Articles of Incorporation:
Article I
The name of the corporation is:
SAFFIRE SOFTWARE INC.
Article II
11 . principal place of business address:
1 145 AUDACE AVE
'C'T 101
BOYNTON BEACH, FL, US 33426
The mailing address of the corporation is;
1 L45 AUI}ACE AVE
APT 101
BOYNTON BEACH, FL, US 33426
Article III
The purpose for which this corporation is organized is:
ANY ANIJ ALL LAWFUL BUSINESS.
Article IV
The number of shares the corporation is authorized to issue is.
999999
Article V
The name and Florida street address of the registered agent is:
UNITED STATES CORPORATION AGENTS, INC.
5575 S. SEMORAN BLVD.
SUITE 36
ORLANDO, FL. 32822
I certify that I am familiar with and accept the responsibilities of
registered agent_
Registered Agent Signature: CHEYENNE MOSELEY, US CORP. AGENTS
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BY SAFFIRE SOFTWARE
Article VI
The name and address of the incorporator is:
CHEYENNE MOSELEY
101 N. BRAND BLVD,
11TH FLOOR
GLENDALE CA 91203
P21000052809,
FILED
Sec. Of $2ta0tei
Iskervin
I .ieti-,,:,• i,. Signature of Incorporator: CHEYENNE MOSELEY, LEOALZOOM.COM, INC_
I am ihe incorporator submitting the Articles of Incorporation and affirm that the facts stated herein are
truL. 1 am aware that false information submitted in a document to the Department of State constitutes a
third degree felony as provided for in s.817.155, F.S. 1 understand the requirement to file an annual report
between January Est and May 1 st in the calendar year following formation of this corporation and every
year thereafter to maintain "active" status.
Article VII
The initial officers) and/or director(s) of the corporation is/are:
Title: P, I]
JOSH ALTSTTN
1145 AUDACE AVE APT 101
BOYNTON BEACH, FL. 33426 US
Titre T D
SCOTT STREICHER
1145 AUDACE AVE APT 101
BOYNTON BEACH, FL 33426 US
Title: S, D
ROBERT M[RABELLE
1145 AUDACE AVE APT 101
BOYNTON BEACH, FL 33426 US
Version CoM07262022 Page 36 of 39
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
METRO PCR
BY SAFFIRE SOFTWARE
State of Florida
Department of'State
I certify that the attached is a [rue and correct copy of the Application
For Registration of the Fictitious Natne METROPCR, registered with
the Department of State on July 19, 2021, as shown by the records of
this office.
The Registration Number of this Fictitious Name is G21000094043_
Given under nty halal and he Great Seal nf
Florida, al Tallahassee, the Capital, this the
Twentieth day i f J ay, 2021
Secretary of S a e
Version CoM07262022
Page 37 of 39
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE 1 1 I B I T F
City of Miami
Master Report
Enactment Number: R-15-0137
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 15-00272
Version: 1
File Name: Auth. Piggyback - Floor Coverings
File Type: Resolution Status: Passed
Reference: Controlling Body: Office of the City
Clerk
Introduced: 2/23/2015
Requester: Department of Procurement Cost: Final Action: 3/26/2015
Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING
THE PROCUREMENT OF FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT, AND
SERVICES FROM VARIOUS VENDORS, THROUGH EXISTING STATE OF FLORIDA ("STATE")
CONTRACT NO. 360-240-12-1 NJPA, AVAILABLE THROUGH THE NATIONAL JOINT POWERS
ALLIANCE ("NJPA") COOPERATIVE PURCHASING ORGANIZATION, EFFECTIVE THROUGH
MARCH 18, 2016, SUBJECT TO ANY RENEWALS, EXTENSIONS, OR REPLACEMENT
CONTRACTS BY THE STATE AND/OR THE NJPA, TO BE UTILIZED ON A CITYWIDE,
AS -NEEDED CONTRACTUAL BASIS, SUBJECT TO THE AVAILABILITY OF FUNDS AND
BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER ACKNOWLEDGING THE
COOPERATIVE PROCUREMENT BENEFITS OF THE NJPA COOPERATIVE PURCHASING
ORGANIZATION THAT ENABLES THE CITY OF MIAMI ("CITY") TO AGGREGATE ITS
PURCHASING VOLUME WITH THAT OF OTHER PARTICIPATING MEMBER PUBLIC
AGENCIES, IN ORDER TO REALIZE A LARGER PERCENTAGE DISCOUNT PRICING
STRUCTURE TO THE FINANCIAL BENEFIT OF THE CITIZENS OF THE CITY; FURTHER
AUTHORIZING THE USE OF ALL COMPETITIVELY SOLICITED AND AWARDED CONTRACTS
AVAILABLE THROUGH THE NJPA, AS SET FORTH IN EXHIBIT "A," ATTACHED AND
INCORPORATED, SUBJECT TO ANY RENEWALS, EXTENSIONS, OR REPLACEMENT
CONTRACTS BY THE NJPA, TO BE UTILIZED ON AN AS -NEEDED CONTRACTUAL BASIS,
SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF
NEED.
Sponsors:
Notes:
Indexes:
Attachments: 15-00272 Summary Form.pdf,15-00272 Legislation.pdf,15-00272 Exhibit.pdf,
History of Legislative File
Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result:
1 Office of the City 3/20/2015 Reviewed and
Attorney Approved
1 City Commission 3/26/2015 ADOPTED Pass
1 Office of the Mayor 3/26/2015 Signed by the Mayor Office of the City
Clerk
1 Office of the City Clerk 3/26/2015 Signed and Attested
by City Clerk
City, of Miami
Page 1 Printed on 6/14/2021
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE „till BIT G
FLORIDA
[ 85-8012740125C-1
Certificate Number
This certifies that
Consumer's Certificate of Exemption
Issued Pursuant to Chapter 212, Florida Statutes
DR-14
R. 01/18
CITY OF MIAMI
444 SW 2ND AVE
MIAMI FL 33130-1910
10/31/2022 10/31/2027
Effective Date
MUNICIPAL GOVERNMENT
Expiration Date Exemption Category
is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible
personal property purchased or rented, or services purchased.
GI
FLORIDA
Important Information for Exempt Organizations
DR-14
R. 01/18
1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases.
See Rule 12A-1.038, Florida Administrative Code (F.A.C.).
2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible
personal property, sleeping accommodations, or other real property is taxable. Your organization must register,
and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this
requirement except when they are the lessor of real property (Rule 12A-1.070, F.A.C.).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third-degree
felony. Any violation will require the revocation of this certificate.
6. If you have questions about your exemption certificate, please call Taxpayer Services at 850-488-6800. The
mailing addr000 io PO Box 6480, Tallahaccoo, FL 323141-6/180.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
5111
City of Miami
Pricing Proposal
Quotation #: 21543136
Created On: 1/31/2022
Valid Until: 12/30/2022
Richard McLaren Hans Eyma
444 SW 2nd Ave, 6th Floor Phone:
Miami, FL 33130 Fax:
UNITED STATES Email: hans_eyma@shi.com
Phone: (305) 416-1958
Fax: (305) 400-5104
Email: RMcLaren@miamigov.com
All Prices are in US Dollar (USD)
Product
Qty Your Price Total
1 MetroPCR Annual Maintenance and Hosting 1 $128,421.05 $128,421.05
MetroPCR - Part#: NPN-METRO-ANNUA-A
Coverage Term: 3/1/2022 — 3/1/2023
Note: year 1 of 5 year agreement
2 New Customer Start -Up Fee 1 $1,473.68 $1,473.68
MetroPCR - Part#: NPN-METRO-START-A
3 Web Training Sessions Per Hour 16 $126.32 $2,021.12
MetroPCR - Part#: NPN-METRO-TRAIN-A
Coverage Term: 3/1/2022 — 3/1/2023
Note: year 1 of 5 year agreement
Total $131,915.85
Additional Comments
Note: by submitting a PO you are entering into a 5-year agreement, billed annually. Annual cost will not change for
the first 5 years. There will be an option at that time to extend for another 3 years which would have revised
uplifted pricing. See customer agreement for details
Please note, if Emergency Connectivity Funds (ECF) will be used to pay for all or part of this quote, please let us
know as we will need to ensure compliance with the funding program.
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and
fluctuations.
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the
expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number,
Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information
including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888)
744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-
1429481; CCR# 61-243957G; CAGE 1HTFO
Thank You for choosing SHI-GS! To ensure the best level of service, please provide End User Name, Phone Number, and E-Mail
Address when submitting a Purchase Order. For any additional information including Hardware and Software Contract Numbers,
please contact an SHI-GS Sales Representative at 800-870-6079.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicy, unless there is
an existing agreement between SHI and the Customer.
Do
cuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
a<._ i r r1 i.t11.M I L AbIL I I r i&vbur ANCE
�, �� r= (ar
DATE 4MMFDDCYYYY]
10,'2012022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS HO RIGHTS UPON THE CERTIFICATE HOLDER_
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND: EXTEND OR ALTER THE COVERAGE AFFORI]ED BY THE
POLICIES BELOW_ THS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),
AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER_
IMPORTANT: If the certificate holder is an ADDfTIONAL INSURED, the policy(ies) must be endorsed If SUBROGATIONIS WAIVED.
subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not
confer rights to the oertificaLe holder in lieu of such endorsemenljsy_
PRODWCER
IMIC4JCIArL RISE! ADM SORS.RE3
4 52 31
The Hanford Business Service Amer
3600 Wiseman Blvd
San Antonio, 1X 76251
:'OHT7;CT
NAME:
PHONE i 5i 45.-e73C
WC, No, Etiil:
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ADDRe3S:
IN SURERISI AFFORDING COVERAGE HAMS
INSURED
B,AFFIRE SOFTWARE INC DBA 1.IETRJPCR
7835 COLONY LAKE DR
BOYNTON BEACH FL 3343121-1303
M6URBRA: Hartford Underwriters Insurance Company
3D1E 4
MEURER B : Hanford Fire Insurance Company
19682
MEURER c :
MEURER D
NEURER E :
M6URER F:
COVERAGES
CERTIFICATE NUMBER:
REVISION NUM ER:
THIS IS TO CERTIFYTHAT TfiAE POLICIES OF INSURANCE LIGTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
1NDIOATED.NOTWI-1C-=ti=' G ANY REQUIREMENT, TERM OR CON24TION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY EE : _ JED OR MAY PERTAIN, THE INEJRANCE AFFORDED 9Y THE POLICIES DESCRIBED HER.EI l IG SU9,.ECT TO ALL THE
TER MS, EXCLUSIONS'.R`,_ :e`a+rTIONSOFSJCHPOLICIES. LIMITS SHOWN MAY HAVE BEEN 'RED JCEOBYPAI >CLAIMS.
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$2, 3.3C0
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DESCRIPTION OFOPERATIONS/ LOCJh> JVEHIGLES IAOORD 101..A.:1E0wWRerna•;rkc Sohodluli, may beatlaahed If :more cp.e.: k[squIridj
THE CITY OF MIAMI, CITY OF MIAMI FIRE RESCUE IS AN ADDITIONAL INSURED WITH RESFECT TO GENERAL LIABILITY ON A PRIMARY r.1/40
NON-CONTRIBUTORY BASIS THE CITY IS ALSO AN ADDITIONAL INSURED WITH R=3=ECT TO ALTO LIABILITY.
CERTIFICATE HOLDER
CAHC ELLATIOH
THE CITY OF MIAMI
CITY OF MIAMI FIRE RESCUE
1151 NW TTHST
MIAMI FL 33130
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL 9E DELIVERED
INACCORIJAIVCEWITH 1HEPOLICY PROVISIONS.
AAL(I MO:Rt
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REPPRESE+NTATII'E.
G71 . (x tl
%e'
ACORD 25 (2016103)
rgl 1988-2015 ACORD CORFORATIOH_ All rights reserved_
The ACORD name and Togs, are registered marks of ACORD
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
METRO PCR
BY SAFFIRE SOFTWARE
Workers Compensation Waiver Request
We request a waiver for the workers compensation requirement for vendors who perform services
for the City of Miami and its departments including Miami Fire. We currently have three (3)
employees whom are all owners of the company. We are currently not receiving salaries, therefor
we cannot obtain workers compensation insurance through our payroll company. The MetroPCR
team which includes Scott Streicher, Josh Austin and Robert Mirabelle waive any and all rights to
file any claims against the City of Miami in the event an accident should occur while performing
our services on any City of Miami owned property. When we do begin to receive salaries, we
shall provide the City with confirmation of our workers compensation coverage.
I am authorized to act on behalf of the other owners. `/ -V
V
V
Co-founder and Chief Operating Officer �/�
p g �jO ('��
Q
4ce 1\/
11/4/2022
Date
MetroPCR 11145 Audace Avenue I Suite 101 I Boyton Beach I Florida 133426
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDB0BE
From:
To:
Subject:
Date:
Attachments:
Gomez Jr., Francisco (Frank).
Carbonell, Aileen
RE: Insurance Saffire Software
Monday, November 7, 2022 9:04:31 AM
image001.pnq
imaae003.onq
image010.pnq
imaae014.onq
Good morning Aileen,
We can move forward as provided.
Thanks,
Frank Gomez, PIAM, CPII
Property & Casualty Manager
City of Miami
Risk Management
(305) 416-1740 Office
(305) 416-176o Fax
fgomez@miamigov.com
"Serving, Enhancing, and Transforming our Community"
From: Carbonell, Aileen <ACarbonell@miamigov.com>
Sent: Monday, November 7, 2022 8:44 AM
To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>
Subject: RE: Insurance Saffire Software
Good morning Frank,
Do you still need the Retro-Date for this review or are we complete? Please advise.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
Should you have any questions or concerns, please do not hesitate to contact me at information
listed below.
Kind regards,
Aileen Carbonell, MPA
Procurement Assistant
Department of Procurement
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Office: (305) 416-1922
Facsimile: (305) 416-1925
Email: acarbonell(Wmiamigov.com
Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement
"Serving, Enhancing, and Transforming our
Mission: The City of Miami Depart t f / rement's mission is to ethically procure quality
oods and services desi n constr �an construction management services at the best value for
g g g
the City, while providing ex nt custner service, process efficiency, transparency, fairness,
competition, accountability maintaining public trust.
Click on or scan the QR Code to register as a new vendor for the City of Miami.
0
`Please consider the environment before printing this e-mail.
CONFIDENTIAL COMMUNICATION
The information contained in this transmission may contain privileged and confidential information. It is intended
only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that
any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the
intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
From:
To:
Cc:
Subject:
Date:
Attachments:
Gomez Jr., Francisco (Frank).
Carbonell, Aileen
Quevedo, Terry
RE: PROCUREMENT INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
Tuesday, October 25, 2022 11:28:59 AM
image003.onq
imaae005.onq
image008.onq
The COI is adequate.
Thanks,
Frank Gomez, PIAM, CPI I
Property & Casualty Manager
City of Miami
Risk Management
(305) 416-1740 Office
(3o5) 416-176o Fax
fgomez@miamigov.com
"Serving, Enhancing, and Transforming Bur Community"
From: Carbonell, Aileen <ACarbonell@miamigov.com>
Sent: Tuesday, October 25, 2022 11:26 AM
To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>
Cc: Quevedo, Terry <TQuevedo@miamigov.com>
Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
Frank I attached the GL that did not have the verbiage. The corrected one is attached. My apologies.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
RE: Insurance Saffire Software
coScott 5treicher <scattstreicher@metroper.com:
To 0 McLaren, Richard
Retention Policy Delete: 16Years CID years)
°You forwarded this message on 10/20/2022 10:03 AM.
Expires 10/17/2032
Thu 10/20
CAUTION: This is an email from an external source. Do not click links or open attachments unless you
recognize the sender and know the content is safe.
We will need an exception as we are not paying ourselves at this time. once we start payroll (by Jan),
we will obtain workers camp coverage and can provide proof. We've done this same thing with every
agency we have signed to date
Scott Streicher
Chief Operating Officer
MetroPCR
www.metroper.com
Scott streicher@metroper. com
703-624-5059
Kind regards,
Should you have any questions or concerns, please do not h?If to contact
listed below.
nsi
Aileen Carbonell, MPA
Procurement Assistant
Department of Procurement � ���
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Office: (305) 416-1922
Facsimile: (305) 416-1925
Email: acarbonellPmiamigov.com
Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement
me at information
Jk'
0�'
"Serving, Enhancing, and Transforming our Community"
Mission: The City of Miami Department of Procurement's mission is to ethically procure quality
goods and services, design, construction and construction management services at the best value for
the City, while providing excellent customer service, process efficiency, transparency, fairness,
competition, accountability, and maintaining public trust.
Click on or scan the QR Code to register as a new vendor for the City of Miami.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
Please consider the environment before printing this e-mail.
CONFIDENTIAL COMMUNICATION
The information contained in this transmission may contain privileged and confidential information. It is intended
only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that
any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the
intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original
message. Thank you.
*Please Note:
Due to Florida's very broad public records law, most written co ations to or from City of Miami employees
regarding City business are public records, available to the pd media upon request. Therefore, this e-mail
communication may be subject to public disclosure.
99/
JV V
From: Gomez Jr., Francisco (Frank) < e. ezjfmigov.com>
Sent: Tuesday, October 25, 2022 AM1\'
To: Carbonell, Aileen <ACarbQe miamigov.com>
Cc: Quevedo, Terry <T
Subject: RE: PROCUREMENT`INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
ov.com>
Hello Aileen,
Please amend to reflect the City as additional insured with respect to general liability on a primary
and non contributory basis. The City must also be listed as additional insured with respect to auto
liability. In addition, please amend the PL to include retroactive date.
Thanks,
Frank Gomez, PIAM, CHI
Property & Casualty Manager
City of Miami
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
Risk Management
(305) 416-174o Office
(305) 416-176o Fax
fgomez@miamigov.com
"Serving, Enhancing, and Transforming our Community"
Sent: Tuesday, October 25, 2022 11:18 AM 4/From: Carbonell, Aileen <ACarbonell@miamigov.com>
To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov
Cc: Quevedo, Terry <TQuevedoPmiamigov.com> e'
Subject: RE: PROCUREMENT INSURANCE REVIEW�'KSgRE SOFTWARE INC dba METROPCR COI
4.
<jVO^519 VV
Frank,
Regarding the Workers Compensa
RE: Insurance Saffre Soft QQ
1111/
Scott Streicher <scott.streicher@metroper.com:
To 0 McLaren, Richard
Retention Policy Delete: 10Years (10years)
0 You forwarded this message on 101201202210:03 AM.
t is$ndor. See below and attached.
d
Expires 10/1712032
iIll
Thu 10/20
CAUTION: This is an email from an external source. Do not dick links or open attachments unless you
recognize the sender and know the content is safe.
We will need an exception as we are not paying ourselves at this time. Once we start payroll (by Jan),
we will obtain workers comp coverage and can provide proof. We've done this same thing with every
agency we have signed to date
Scott Streicher
Chief Operating Officer
MetroPCR
www. metroper.com
Scottstreich er@metroper.com
7D3-624 5059
Should you have any questions or concerns, please do not hesitate to contact me at information
listed below.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
Kind regards,
Aileen Carbonell, MPA
Procurement Assistant
Department of Procurement
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Office: (305) 416-1922
Facsimile: (305) 416-1925
Email: acarbonellPmiamigov.com
Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement
"Serving, Enhancing, and Transforming our Comm 4
g
Mission: The City of Miami Department of Pro re ent's mission is to ethically procure quality
goods and services, design, construction and con ructi rnagement services at the best value for
the City, while providing excellent custo ervA elfocess efficiency, transparency, fairness,
competition, accountability, and maintain ub icrst.
Click on or scan the QR Code to
e.
171.73
:_�•_�:.•1E.:.•_.:., •.::
�.tt � _ ••I�la
0
a" I'ew vendor for the City of Miami.
`p Please consider the environment before printing this e-mail.
CONFIDENTIAL COMMUNICATION
The information contained in this transmission may contain privileged and confidential information. It is intended
only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that
any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the
intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original
message. Thank you.
"Please Note:
Due to Florida's very broad public records law, most written communications to or from City of Miami employees
regarding City business are public records, available to the public and media upon request. Therefore, this e-mail
communication may be subject to public disclosure.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
From: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com>
Sent: Thursday, October 20, 2022 1:05 PM
To: Carbonell, Aileen <ACarboneII miamigov.com>
Cc: Quevedo, Terry <TQuevedol@miamigov.com>
Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
Hello Aileen,
The COI is adequate.
Thanks,
Frank Gomez, PIAM, CHI
Property & Casualty Manager
City of Miami
Risk Management
(305) 416-1740 Office
(305) 416-176o Fax
fgomez@miamigov.com
"Serving, Enhancing, and Transforming our Community"
From: Carbonell, Aileen <ACarboneII( miamigov.com>
Sent: Thursday, October 20, 2022 12:58 PM
To: Gomez Jr., Francisco (Frank) <FGomez( miamigov.com>
Cc: Quevedo, Terry <TQuevedo@miamigov.com>
Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
Good afternoon Frank,
See revised certificate attached.
Should you have any questions or concerns, please do not hesitate to contact me at information
listed below.
Kind regards,
Aileen Carbonell, MPA
Procurement Assistant
Department of Procurement
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Office: (305) 416-1922
Facsimile: (305) 416-1925 il/
Email: acarbonellPmiamigov.com
Website: httos://www.miamigov.com/Government/ Otments-Organizations/Procurement
"Serving, Enhancing, and Torminur Community"
Qom`
Mission: The City of Miami�Department of Procurement's mission is to ethically procure quality
goods and services, design, construction and construction management services at the best value for
the City, while providing excellent customer service, process efficiency, transparency, fairness,
competition, accountability, and maintaining public trust.
Click on or scan the QR Code to register as a new vendor for the City of Miami.
0
`p Please consider the environment before printing this e-mail.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
CONFIDENTIAL COMMUNICATION
The information contained in this transmission may contain privileged and confidential information. It is intended
only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that
any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the
intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original
message. Thank you.
*Please Note:
Due to Florida's very broad public records law, most written communications to or from City of Miami employees
regarding City business are public records, available to the public and media upon request. Therefore, this e-mail
communication may be subject to public disclosure.
From: Gomez Jr., Francisco (Frank) <FGomez(Emiamigov.com>
Sent: Thursday, October 20, 2022 10:08 AM
To: Carbonell, Aileen <ACarbonell(Emiamigov.com>
Cc: Quevedo, Terry <TQuevedot miamigov.com>
Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
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Hello Aileen,
Please amend to reflect the City asditionalyn3'Gred with respect to general liability on a primary
and non contributory basis. T cty must also be listed as additional insured with respect to auto
liability.
P
Thanks,
Frank Gomez, PIAM, CPI I
Property & Casualty Manager
City of Miami
Risk Management
(305) 416-1740 Office
(305) 416-176o Fax
fgomez@miamigov.com
"Serving, Enhancing, and Transforming our Community"
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
From: Carbonell, Aileen <ACarbonell(aJmiamigov.com>
Sent: Thursday, October 20, 2022 9:55 AM
To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com>
Cc: Quevedo, Terry <TQuevedo(1miamigov.com>
Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
Frank,
Can you review this while I work on getting the Workers Compensation? Thanks.
Should you have any questions or concerns, please do not 'ti'e to contact me at information
listed below.
f''^O
Kind regards, ` (l V
1p�V
o V
Aileen Carbonell, MPA `V ,
Procurement Assistant (S O\
Department of Procurement
4Ce d th /\/
444 SW 2n Avenue, 6 Floor Q Miami, Florida 33130
Office: (305) 416 1922
Facsimile: (305) 416-1925
Email: acarbonellPmiamigov.com
Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement
"Serving, Enhancing, and Transforming our Community"
Mission: The City of Miami Department of Procurement's mission is to ethically procure quality
goods and services, design, construction and construction management services at the best value for
the City, while providing excellent customer service, process efficiency, transparency, fairness,
competition, accountability, and maintaining public trust.
Click on or scan the QR Code to register as a new vendor for the City of Miami.
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
Please consider the environment before printing this e-mail.
CONFIDENTIAL COMMUNICATION
The information contained in this transmission may contain privileged and confidential information. It is intended
only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that
any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the
intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original
message. Thank you.
*Please Note:
Due to Florida's very broad public records law, most written co�'btions to or from City of Miami employees
regarding City business are public records, available to the pt(> r d media upon request. Therefore, this e-mail
communication may be subject to public disclosure.
From: Carbonell, Aileen
Sent: Wednesday, October 12,
To: Gomez Jr., Francisco (Fra
Cc: Quevedo, Terry <TQue
O�'V
O�
0 P1o'
Gome &mi.rmigov.com>
miamigov.com>
Subject: PROCUREMENT INSURANCE REVIEW FOR SAFFIRE SOFTWARE INC dba METROPCR COI
Importance: High
Good afternoon,
Please review the insurance attached at your earliest convenience and advise if adequate according
to insurance requirements contained therein. Thank you!
Kind regards,
Aileen Carbonell, MPA
Procurement Assistant
Department of Procurement
444 SW 211d Avenue, 6th Floor
Miami, Florida 33130
Office: (305) 416-1922
Facsimile: (305) 416-1925
Email: acarbonellPmiamigov.com
Remit W9 to: PurchasingSupplierAdminsPmiamigov.com
DocuSign Envelope ID: 25C04E4D-04A3-4125-A94B-53F596CDBOBE
Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement
"Serving, Enhancing, and Transforming our Community"
CONFIDENTIAL COMMUNICATION
The information contained in this transmission may contain privileged and confidential information. It is intended
only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that
any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the
intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original
message. Thank you.
*Please Note:
C.03 roe
Due to Florida's very broad public records law, most writer► communications to or from City of Miami employees
regarding City business are public records, available to the public and media upon request. Therefore, this e-mail
communication may be subject to public disclossuur , i 17
O/� I
Cf t N��
P
Olivera, Rosemary
From: Gandarilla, Aimee
Sent: Thursday, December 8, 2022 8:25 AM
To: Hannon, Todd
Cc: Fossler, Thomas; Olivera, Rosemary; Lee, Denise
Subject: matter 22-461 MetroPCR software for Electronic Patient Care
Attachments: MetroPCR software for Electronic Patient Care.pdf
Good morning Todd,
Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an
original agreement for your records.
Thank you,
airnee garcdwriaa
Procurement Assistant
City of Miami Department of Procurement
444 SW 2' Avenue, 6th floor, Miami, FL 33130
P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com
https://miamigov.com/Government/Departments-Organizations/Procurement
, cap.
1 ti
-},png, Enhancing, and Transforming our Community"
1