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26309
AGREEMENT INFORMATION AGREEMENT NUMBER 26309 NAME/TYPE OF AGREEMENT PRIMEFORCE, LLC DESCRIPTION MASTER SERVICES AGREEMENT/HOSTING CUSTOMER'S HISTORICAL DATA/MATTER ID: 26-1822 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 10/7/2026 DATE RECEIVED FROM ISSUING DEPT. 10/7/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL City of Miami DOCUMENT ROUTING FORM QRto ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla/Yadissa Calderon NAME OF OTHER CONTRACTUAL PARTY/ENTITY: PrimeFORCE, LLC EXT. 1906/1907 IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ 24,000.00 TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT El SUPPLEMENTAL AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Master Services Agreement and SOW PrimeFORCE, LLC PrimeARCHIVE, a proprietary archive site for hosting Customer's historical data. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER September 18, 2026 Annie Perez, CPPO 111:55:39 EDT_„,_ SIGNATURE: A^ - c?-u-> Leo=normcnce SUBMITTED TO RISK MANAGEMENT September 23, 2026 David Ruiz 1 15:36:25 EDT 5ignetl„ SIGNATURE: row& ��V, SUBMITTED TO CITY ATTORNEY 26 1822 (matter 26-1822) , DS '� 91ti ' October 1, 2026 114:58:14 George K. Wysong III EDT ,_s 9..d e, SIGNATURE: a.orT. U0sl o III APPROVAL BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER October 1, 2026 1 �a„ssFaozauk Erica T. Paschal Darling, CPA 15:20:24 EDT o s,9. SIGNATURE: --`'-- P---4"e APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER October 2, 2026 I Natasha Colebrook -Williams 9:49:37 EDT SIGNATURE: NY%1'`4tleer W.u..4 RECEIVED BY CITY MANAGER October 7, 2026 109:42:38 James Reyes EDT SIGNATURE: SUBMITTED TO THE CITY CLERK October 7, 2026 Todd Hannon 15:42:04 EDT ocuSignetl by SIGNATURE: •E6p1560DCF159 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 MASTER SERVICES AGREEMENT By executing the Statement of Work (hereinafter referred to as "SOW"), Customer (or "City"), as defined on the SOW, agrees to the terms and conditions in this Master Services Agreement which, along with the SOW (hereinafter referred to collectively as "Agreement"), is a legally binding agreement between Customer and PrimeFORCE, LLC (hereinafter referred to as "PRF"), for access to primeARCHIVE, a proprietary archive site for hosting Customer's historical data (hereinafter referred to as the "Services"). In the event of a conflict between the SOW and this Master Services Agreement, the terms and conditions of this Master Services Agreement shall control. 1. INITIAL TERM AND RENEWAL Unless set forth to the contrary in a SOW, the initial term of this Agreement shall be one (1) year (the "Term"). Funding for this Agreement is contingent on the availability of funds and continued authorization and appropriation for program activities and the Agreement is subject to amendment or termination by Customer due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days' written notice. 2. FEES, PAYMENT TERMS, & SUSPENSION of SERVICES (a) Fees. Customer shall pay the charges and fees as set forth in the applicable SOW. (b) Invoices. Invoices will be delivered via electronic mail to Customer's "Management Representative" as hereinafter defined or to such other persons or entities as may be designated from time to time via electronic mail from Customer's Management Representative to PRF's "Management Representative" as hereinafter defined. (c) Payment Terms and Invoice Dispute. Payment will be made in accordance with Part VII of Chapter 218, Florida Statutes (the Local Government Prompt Payment Act). For goods or services other than construction, the City's payment due date is forty-five (45) days after payment becomes due as calculated under Sections 218.73 and 218.74, Florida Statutes. (d) Taxes. Customer is a tax-exempt entity. (e) Suspension. If Customer's non-payment of any undisputed amounts exceeds forty-five days (45) days after Customer's receipt of PRF's invoice, then PRF reserves the right, and at PRF's sole discretion, to suspend Customer's access rights to the Services or terminate this Agreement. During the period of any suspension of Services, any attempt to access the Services by Customer will be blocked. An account that has been suspended for non-payment may not be re -activated until the undisputedbalance due on such account has been paid in full or sufficient arrangements for payment acceptable to PRF have been made. Notwithstanding any suspension, PRF shall not deny the Customer access to, or withhold, any Customer data or public records, and shall not impair the Customer's ability to meet its Confidential Page 1 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 obligations under Chapter 119, Florida Statutes. (f) Right to Audit. Customer may: (i) audit, at Customer's sole cost and expense during PRF's normal business hours, PRF's records pertaining to the performance of this Agreement, regardless of the manner or form in which PRF maintains such records, provided such audit will not unduly interfere with PRF's business operations; (ii) at Customer's sole cost and expense, employ a third party consultant or auditor to assist in such audit; (iii) exercise this audit right until one (1) year after termination of this Agreement. Customer shall initially bear the costs of any audit; provided, however, that if the audit results in a final written finding of fraud, intentional misconduct, violation of applicable law, material noncompliance with this Agreement, or any overpayment, overbilling, improper charge, disallowed cost, or other amount due to Customer, PRF shall reimburse Customer for all reasonable, actual, and documented costs of the audit within thirty (30) days after invoice. Customer may withhold or set off such amounts from sums otherwise due to PRF. PRF may designate any records referenced in the preceding sentence as its Confidential Information and may require that the third party auditor or consultant described in the preceding sentence execute a nondisclosure agreement with terms consistent with those of Section 5 (Proprietary Information; Confidentiality). 3. INDEPENDENT CONTRACTOR (a) Independent Contractor Status; No Benefits. Customer and PRF acknowledge and agree that PRF will serve as an independent contractor and that no PRF employee or contractor will be an employee of Customer. PRF will be responsible for all employment rights and benefits of PRF employees, including without limitation: (i) federal, state, and local income and employment taxes and social security contributions; (ii) workers' compensation, health benefits, vacation pay, holiday pay, profit sharing, retirement, pension, disability benefits, and other health and welfare benefits, plans, or programs; and (iii) insurance. (b) No Agency. PRF will not have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of Customer, or to bind Customer in any manner, and will not make any contrary representation. Without limiting the generality of the foregoing, PRF will have no right or authority to accept service of legal process on behalf of Customer. (c) Use of Subcontractors. PRF shall have full responsibility for the provisions of all Services, whether performed by PRF or its subcontractors. In this regard, PRF shall be responsible to Customer for (i) all work performed by PRF's subcontractors, and for the gross negligence or willful misconduct of PRF's subcontractors and of all employees or agents thereof; and (ii) for compliance by each of PRF's subcontractors with the requirements of the Agreement, and all applicable laws, rules and regulations, to the same extent that PRF would be responsible if it were performing the Services directly. Customer reserves the right to ask PRF to remove or replace a subcontractor if Customer has good faith concerns regarding subcontractor' s ability to perform or if there are material misrepresentations by or concerning any subcontractor. PRF must hold all subcontractors to data protection terms that are no less restrictive than those set forth in this Agreement. Confidential Page 2 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 (d) Personnel Conduct. If any on -site work is provided, PRF agrees to comply with Customer's site security, information security and personnel conduct rules and procedures. Customer reserves the right to immediately remove any employee, subcontractor, or agent of PRF from said premises that fails to comply with any of the aforesaid. (e) Non -Discrimination. To the extent applicable, Customer and PRF shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. 4. WARRANTY AND INDEMNIFICATION (a) Warranty. PRF expressly warrants that (i) all Services will be performed by PRF in a professional and workmanlike manner and free from material defects, any lien claims or encumbrances by third parties, (ii) to PRF's actual knowledge, the Services and the sale or use thereof does not infringe directly or indirectly upon any intellectual property rights of a third party, (iii) PRF will comply with all applicable laws and regulations in connection with its performance under this Agreement, (iv) it is qualified to do business in the geographies and jurisdictions in which it will perform, and has obtained all necessary licenses, permits, and satisfied any other legal, regulatory, and administrative requirements necessary to its performance hereunder. PRF MAKES NO WARRANTY THAT THE SERVICES WILL BE FIT FOR ANY PARTICULAR PURPOSE, NOR DOES PRF MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN THIS PROVISION. PRF's liability and Customer's exclusive remedies hereunder for PRF's breach of its warranties set forth in this Provision are hereby limited to the remediation, by PRF of any defective Services. (b) PRF Indemnity. PRF hereby covenants and agrees to indemnify, defend, and hold Customer, its directors, officers and employees, harmless from any claims, liabilities, direct damages, costs and expenses (including reasonable attorney fees) incurred in connection with any third party claims (including lawsuits, administrative claims, regulatory actions and other proceedings to recover for bodily injury or death or property damage) to the extent caused by PRF's breach of this Agreement, including third party claims based on PRF's breach or alleged breach of warranty, and third party claims for any violation of any applicable law, ordinance or regulation. PRF's indemnification obligation under this provision will apply regardless of whether a third -party claim arises in tort, negligence, contract, warranty, strict liability or otherwise, except to the extent any such liability is caused by the negligence or willful misconduct of Customer. (c) Customer Indemnity. N/A Confidential Page 3 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 (d) Customer Intellectual Property Indemnity. N/A (e) PRF Intellectual Property Indemnity. PRF hereby covenants and agrees to indemnify, defend, and hold Customer, its directors, officers and employees, harmless from all claims, demands and/or suits against Customer by third parties for actual or alleged infringement of a patent, trademark, copyright or other intellectual property right to the extent such claims, demands and/or suits are based upon Customer's use or operation of the Services (collectively, "PAR Claims"). PRF agrees to indemnify Customer for (i) damages awarded against Customer as a result of a PAR Claim, and (ii) Customer's court costs and reasonable expenses directly related to the defense of a PAR Claim including, without limitation, Customer's reasonable attorneys' fees actually incurred in connection therewith. PRF' s obligations to defend and indemnify are conditioned upon (a) Customer giving PRF prompt notice of a PAR Claim; (b) Customer giving PRF complete control of and reasonable assistance with the defense and settlement of the PAR Claim; and (c) Customer not settling or compromising the PAR Claim without PRF' s consent, which shall not be unreasonably withheld. (f) LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING HEREIN OR IN ANY EXHIBITS OR SCHEDULES ATTACHED HERETO, UNDER NO CIRCUMSTANCES SHALL PRF BE LIABLE TO THE CUSTOMER UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE (COLLECTIVELY, "CONSEQUENTIAL DAMAGES"), REGARDLESS OF WHETHER CUSTOMER HAS NOTIFIED PRF OF THE POSSIBILITY THEREOF. THIS LIABILITY LIMITATION INCLUDES, AMONG OTHER THINGS, THE RECOVERY OF LOST PROFITS, LOST OPPORTUNITY, LOSS OF USE AND PRODUCTION AND DOWNTIME EXPENSES. THE PARTIES HEREBY AGREE THAT CUSTOMER' S FAILURE TO PAY FOR SERVICES DELIVERED PURSUANT TO THIS AGREEMENT SHALL CONSTITUTE DIRECT DAMAGES AND SHALL NOT BE DEEMED TO BE CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCE NOR BE SUBJECT TO ANY LIMITATION OF LIABILITY. EACH PARTY HERETO'S MAXIMUM LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, OR ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING THE INDEMNIFICATION PROVISIONS SHALL BE CAPPED AT THE AMOUNTS OR LIMITS OF INSURANCE UNDER PRF' S POLICIES AND IN NO EVENT GREATER THAN TWO MILLION AND 00/100 DOLLARS ($2,000,000.00). ALL LIMITATIONS AND EXCLUSIONS IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER A CLAIM IS IN CONTRACT OR TORT, AT LAW OR IN EQUITY OR FOR ANY OTHER FORM OF RELIEF. 5. PROPRIETARY INFORMATION; CONFIDENTIALITY; PUBLIC RECORDS (a) Confidentiality. Subject to Chapter 119, Florida Statutes and applicable Florida public records law, even if covered by a confidentiality, nondisclosure and non-use provisions of another document signed by Customer and PRF, all non-public information furnished by one party to the other party under this Agreement and all non-public information learned or observed by one party about the other party or its operations through performing this Agreement is confidential and the receiving party shall not disclose any such information or Confidential Page 4 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 provide access thereto to any third party, or use or provide access to such information for any purpose other than performing this Agreement without the disclosing party's express written consent. Each party shall take reasonable precautions against any confidential information being acquired by unauthorized persons and shall not employ any such confidential information for their own use or for any purpose whatsoever except in the performance of this Agreement. (b) Survival. The obligations under this Section 5 shall survive for one (1) year after the termination of this Agreement. The confidentiality obligations imposed herein shall not apply with respect to any portion of the confidential information which (i) becomes public without breach of this Agreement by the receiving party, (ii) was known to the receiving party prior to disclosure by the disclosing party, (iii) is disclosed to the receiving party without restriction on use or disclosure by another party as proven by the written records of the receiving party, or (iv) is independently developed by or for the receiving party without the use of or access to the disclosing party's confidential information. (c) Public Records. PRF 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 law. PRF's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the City. PRF 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 public with access to public records on the same terms and conditions as the City would provide the records and 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; (4) meet all requirements for retaining public records and transfer, at no cost to the City, all public records in possession of PRF upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements; and (5) provide all electronically stored public records that must be provided to the City in a format compatible with the information technology systems of the City. Notwithstanding the foregoing, PRF 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. Should PRF determine to dispute any public access provision required by Florida Statutes, PRF shall do so at its own expense and at no cost to the City. PRF agrees that any of the obligations in this Section will survive the term, termination, and cancellation hereof. IF PRF HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PRF' S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY ATTORNEY, 444 SW 2ND Confidential Page 5 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 AVENUE, 9TH FLOOR, MIAMI, FL 33130. PRF MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 6. TERMINATION (a) Termination for Cause. Either party may terminate this Agreement upon the other party either (i) failing to cure any non -monetary term, provision of this Agreement or default within forty-five (45) days of receiving written notice of such failure from the non - defaulting party, or (ii) becoming insolvent or filing for bankruptcy or dissolution, and the failure of the other party to cure the same within thirty (30) days of receipt of written notice thereof. (b) Termination by PRF. PRF may terminate this Agreement if Customer fails to pay any monetary obligation when due and such failure continues for ten (10) days after receipt of written notice from PRF. (c) Termination for Convenience by Customer. The Customer, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, for convenience and without penalty or any stated cause, at any time, by giving written notice to PRF at least thirty (30) calendar days prior to the effective date of such termination. In such event, the Customer shall pay to PRF compensation for services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the Customer be liable to PRF for any additional compensation, lost profits, consequential or incidental damages. PRF shall have no recourse or remedy against the Customer for a termination under this Section except for payment of fees due prior to the effective date of termination. (d) Effect of Termination and Transition Services. Subject to Section 5(a) above, the termination of this Agreement shall not limit either party from pursuing other remedies available to it, including seeking injunctive relief. Neither the termination nor expiration of this Agreement shall relieve the parties of any of their obligations under Section 4 (Warranty and Indemnification) and Section 5 (Proprietary Information; Confidentiality) or of any other obligations which, by their nature, relate to matters following termination or expiration of this Agreement. Further, subject to (i) Customer payment to PRF for all Services rendered through the date of termination along with all other amounts, if any, owed to PRF hereunder, and (ii) Customer's selection of a transition service option as set forth in Section 6(e), PRF shall cooperate with Customer, at PRF' s hourly rates then in effect, for either the destruction of Customer's data residing on PRF systems or the orderly transition of services to Customer or a third party. Customer may also opt for a return of Customer' s data in .bak format. Customer shall, within fifteen (15) business days of termination of this Agreement, determine and indicate to PRF which transition option to pursue. If Customer does not inform PRF of its desired transition option within said timeframe, then PRF shall return all Customer's data residing on PRF's systems in accordance with Section 6(e)2. below, with no further obligation or liability of any kind to Customer. During such transition, Customer may request that PRF continue to provide Services to Customer. Such transition services or provision of Services shall be provided in accordance with the terms and conditions of an executed SOW. (e) Transition Service Options 1. Data Destruction — In the event Customer desires their data be Confidential Page 6 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 destroyed, subject to Section 6(d) above, Customer must so request in writing to PRF. Customer's data will then be destroyed according to PRF's data destruction policy. 2. Data Delivery — Upon termination, subject to Section 6(d) above, PRF will provide Customer' s data in .bak format at no additional cost to the Customer. 7. MANAGEMENT REPRESENTATIVES & VENUE (a) Initial Procedures. Both parties hereto shall make good faith efforts to resolve all disputes without resorting to litigation. If a dispute arises between the parties, each party' s respective signatory to the SOW (each individually referred to as the "Management Representative" for his/her respective party) will attempt to reach an amicable resolution. (b) Direct Negotiation Period. Neither party shall be permitted to exercise any other remedies until the earlier of: (i) the date that either Management Representative concludes in good faith that an amicable resolution of the dispute through continued direct negotiation is unlikely, or (ii) thirty (30) days following the date that a party hereto has notified the Management Representatives of the other party hereto of a dispute hereunder. If any dispute arising out of or relating to this Agreement cannot be resolved by mutual agreement of the parties, the City Manager shall promptly issue a written decision stating the reasons for the action taken by the City Commission or the City Manager, as applicable. The City Manager's written decision shall be final and conclusive for purposes of the City's administrative review process and shall be promptly provided to the Vendor together with notice of the Vendor's right to seek judicial relief. The Vendor shall not be entitled to seek judicial relief unless and until it has first complied with and exhausted the dispute -resolution procedures set forth in this Section. The parties expressly agree that disputes under this Agreement shall not be subject to binding arbitration. (c) Venue. If the matter is not fully resolved by direct negotiation pursuant to Section 7(b), the Parties may proceed with litigation. Any controversies or legal proceedings arising out of this Agreement shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for Miami -Dade County, Florida. 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 the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. 8. MISCELLANEOUS (a) Notices. Except for the notices set forth in Sections 1 above, all other notices, requests, demands, invoice disputes, and other communications required or permitted under this Agreement shall be in writing and delivered either personally or via overnight delivery service addressed as set forth below: If to Customer: James Reyes Confidential Page 7 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 City Manager 444 SW 2nd Avenue, l Oth Floor Miami, FL 33130 jareyes@miamigov.com WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 gwysong@miamigov.com If to PRF by hard copy to: primeFORCE, LLC 6650 Sugarloaf Parkway, Suite 400 Duluth, GA 30097 Attention: Peter Teichert With a simultaneous electronic copy to peter.teichert@primecaretech.com with a hard copy to: M. Henry Day, Jr., Esq. 3960 Falls Ridge Drive Johns Creek, Georgia 30022 With a simultaneous electronic copy to henrydaylaw@gmail.com All notices shall be deemed to have been given (i) at the time of receipt, in the case of personal delivery, (ii) the next business day following deposit with an overnight mail or delivery service as evidenced by a delivery confirmation, or (iii) on the date of first refusal by the recipient. (b) Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the provision of Services and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written. The express terms of this Agreement control and supersede any course of performance, usage of trade or terms contained in any purchase order, acknowledgment or similar document utilized by PRF or Customer which are inconsistent with any of the terms of this Agreement. This Agreement may not be varied, modified or amended other than by a written instrument duly executed on behalf of the party or parties to be bound thereby. (c) Non-exclusive Agreement. Customer acknowledges that PRF may engage in other business activities during the term of this Agreement and may be employed or retained by others. PRF acknowledges that Customer may enter into similar agreements with parties other than PRF for goods and services the same as or similar to those PRF provides. Customer from time to time may employ other parties, including without limitation PRF's competitors, to assist with similar projects. Confidential Page 8 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 (d) Publicity. PRF must obtain Customer' s prior written consent, which consent may be delivered via electronic mail, to refer to Customer as a PRF customer, including the use of Customer's name on public platforms. (e) Injunction. Each party agrees that breach of Section 6 (Proprietary Information; Confidentiality), or either party's breach of Exhibit B (Data Protection Requirements), would cause the non -breaching party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the injured party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security. (f) Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. (g) Governing Law. The interpretation, validity and enforcement of this Agreement shall be governed by the laws of the State of Florida, irrespective of its conflict of laws rules. (h) Force Majeure. The obligations of the parties hereunder shall be suspended by fire, floods, accidents, acts of God, civil commotions, strikes or labor controversy, inability to obtain materials, Customer's failure to deliver necessary materials, product and supplies to PRF, action or request of any governmental authority, or any other happening or contingency incurred by PRF or Customer reasonably beyond their control (collectively, "Force Maj eure"). (i) Prevailing Party. In the event either party must undertake any legal action to enforce its rights under this Agreement, each Party shall bear its own costs and attorney's fees, inclusive of administrative, litigation, and appellate proceedings. (j) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, except that the rights and obligations of each party hereunder shall not be assignable without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. (k) Software Licensing. Customer hereby covenants and agrees to (i) properly acquire valid, paid up and sufficient software licenses required for the Services as set forth in the SOW prior to PRF installing and/or utilizing such software on any of PRF's hardware assets, and (ii) ensure that all such licenses, and all licenses pertaining to software installed and utilized on local devices, remain valid, paid up and sufficient for the entire term of this Agreement and for any time thereafter that PRF may have any obligations arising hereunder. (1) Jurisdiction for Undisputed Collections. Notwithstanding anything to the contrary contained herein to the contrary, the parties hereby voluntarily submit to the exclusive jurisdiction of the state and federal courts of the County of Gwinnettinthe State of Georgia for all matters involving PRF's collection of undisputed amounts owed to PRF hereunder. (m) Internet. Customer hereby acknowledges that the Internet is not owned, Confidential Page 9 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 operated, managed by, or in any way affiliated with PRF or any of its affiliates, but is a separate network independent of PRF. Access to the Internet is dependent on numerous factors, technologies and systems, many of which are beyond PRF's authority and control. Customer acknowledges that PRF cannot guarantee that the Internet access services chosen by Customer will meet the level of up -time or the level of response time that Customer may need. Customer agrees that its use of the Internet access services and the Internet is solely at Customer's own risk, and is subject to all applicable local, state, national and international laws and regulations. (n) Anti -Virus, End of Life Software, and MFA. Customer hereby covenants and warrants that during the Term of this Agreement, Customer will (i) deploy, at its sole expense, a reputable industry recognized non -free -ware anti -virus solution which obtains daily virus definition updates and loads such updates on all of Customer's computer devices, and (ii) not deploy use or implement any End of Life / End of Support software (collectively, "EOL Software") on any devices that access PRF's systems; and (iii) implement and enforce Multi -Factor Authentication (MFA) for all users accessing the Services, including administrative, clinical, and support personnel. MFA must be configured in accordance with commercially reasonable practices and must be used at all times when accessing the Service, whether through a web interface, API, or integrated third -party system. PRF reserves the right to audit, at any time, Customer's devices that access PRF's systems to determine compliance with this provision. If Customer fails to adhere to this provision, PRF will deny Customer's access to PRF's systems for those devices that do not comply with this provision. (o) Entire Agreement Modification. This Agreement together with the SOW constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement and such additional documents. This Agreement may not be modified or amended except in writing signed by both parties. (p) Export Controls. The parties hereto each agree that they will individually obtain any export licenses that may be required under applicable laws prior to any export or re- export of goods or information provided under this Agreement. (q) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument (r) Insurance Requirements. PRF shall at all times during the term of this Agreement maintain insurance in accordance with the requirements set forth in Exhibit "A" attached hereto and hereby incorporated herein by this reference. (s) Data Protection and Security Requirements. Where PRF's services include (i) access to software or systems collecting, storing, or processing Personal Data, on Customer networks or hosted externally to the Customer's environment, or (ii) access to data extracted from Customer systems, PRF will comply with requirements set forth in Exhibit "B" attached hereto and hereby incorporated herein by this reference. (t) Amendments/Modifications. Any alterations, variations, modifications, or Confidential Page 10 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 waivers of this Agreement shall be valid only when reduced to writing, duly approved, and signed by both Parties, and approved in advance by the Office of the City Attorney as to legal form and correctness. (u) Electronic/Fax Signatures. This Agreement and any other signed document related hereto transmitted electronically or by facsimile (fax) machine shall be treated in all manner and respects as an original document and the signature of any party hereto upon this Agreement or any document related hereto transmitted electronically or by fax machine shall be considered an original signature. 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. (v) Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of the limitations placed upon the City' s liability as set forth in Section 768.28, Florida Statutes, or other applicable law. The City does not waive sovereign immunity, and no claim or award against the City shall include attorney' s fees, investigative costs, pre -suit or adjusting costs, or pre judgment interest, except to the extent expressly authorized by statute and awarded by a court of competent jurisdiction. (w) E-Verify. By entering into this Agreement, PRF and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." PRF affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of PRF; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subcontractor; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subcontractor does not employ, contract with, or subcontract with unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. If City has a good faith belief that PRF has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, PRF agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that PRF shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but PRF has otherwise complied with its requirements under those statutes, then PRF agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court no later than twenty (20) calendar days after the date of Agreement termination. (x) Non -Discrimination. PRF represents and warrants to the City that PRF does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with PRF' s performance under this Agreement on account of race, age, religion, Confidential Page 11 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. (y) Conflict of Interest. PRF is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1 et seq.), and of the State of Florida (as set forth in Chapter 112, Florida Statutes, as amended) and agrees it will fully comply in all respects with the terms of said laws and any future amendments thereto. Pursuant to City of Miami Code Section 2-611, as amended, PRF hereby certifies that no individual member of PRF, no employee, and no subcontractor under this Agreement, nor any immediate family member of any of the same, is a City employee or a member of any board, commission, or agency of the City. PRF represents and warrants to the City that throughout the term of this Agreement, PRF, its employees, and its subcontractors will abide by this prohibition. (z) Public Entity Crimes. As provided in Section 287.132-133, Florida Statutes, a person or affiliate who has been placed on the State of Florida convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. By entering into this Agreement or performing any work in furtherance hereof, PRF certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Depaitinent of Management Services within the thirty-six (36) months immediately preceding the effective date hereof. (aa) Anti -Human Trafficking. PRF confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. PRF shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes. If PRF fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to PRF for any additional compensation or for any consequential or incidental damages. (bb) Compliance with Federal, State and Local Laws. PRF understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, ethics, procurement procedures, record keeping, and similar requirements. PRF agrees 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. PRF further agrees to include in all subcontractor agreements a provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws, rules, regulations, codes, and ordinances. Confidential Page 12 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on this 17 day of September , 2026, by their respective officials thereunto duly authorized. ATTEST: Signed by: BY: Cam. Pe €L4 Gv sc,r,g'B7CFX94 N... NAME: Cari Pfister TITLE: Sr. Director of Operations ATTEST: Signed by: PRF BY: ,-DocuSigned by: 1' ,, .-. ' —4C154EF4B587447... NAME: Spencer Thomas TITLE: Managing Director Insert Corporate Seal (f applicable) THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA by: BY:a BY: Todd B. Hannon James Reyes City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: by: BY: Gear I RismAlIII George K. Wysong III 26-1822 REQUIREMENTS: BY: [rulnc l61,,vy David Ruiz City Attorney Interim Director of Risk Management Confidential Page 13 of 19 PARMSA20260115 Docusign Envelope ID: 93868937-A1 D2-858E-809F-5D0126F4D196 UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING OF THE MEMBERS OF PRIMEFORCE, LLC The undersigned, being the sole Members of PRIMEFORCE, LLC (the "Company"), a Georgia limited liability company, by affixing their signatures hereto, hereby consent to and hereby take the following actions and adopt the following Resolutions pursuant to the Georgia Limited Liability Company Act, § 14-11-100 et seq., as amended from time to time and including any successor statute of similar import. BE IT RESOLVED, that the following individuals (the "Officers") are elected to the offices set forth beside their respective names as of the effective date of these resolutions: Chairman James E. Hoey Managing Director Spencer Thomas Vice President and Secretary Peter J. Teichert Controller Ya Zhang BE IT FURTHER RESOLVED, that the Officers of the Corporation are authorized and directed to do all acts necessary to establish a banking relationship with the banking institution of their choice. BE IT FURTHER RESOLVED, that the Officers and Members of the Company are authorized to take and do such further acts and deeds, and to execute and deliver, for and in the name of the Company, such other contracts, agreements, documents and instruments as are necessary, appropriate, advisable or required in order to further the best interests of the Company, and the taking of any such acts, and the execution and delivery of any such contracts, agreements, documents and instruments, are hereby ratified and approved. This Consent Action shall be effective as of March 25, 2026. MEMBERS: James E. Hoey rSigned by: um Nu'? -947-P94-BF965E4€5... ,-DocuSigned by: P racite.a. Qom... Peter J. Teichert Signed by: �ost* Sfb1A.t, Joseph G. Stone B3E3DFE14F294AA.. Page 1 of 1 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 EXHIBIT "A" Insurance Requirements PRF shall procure at its own expense and maintain in full force and effect during the term of this Agreement insurance coverage(s) listed below in favor of the Customer: L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Confidential Page 14 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 IV. Professional/E&O/Cyber and Security Privacy Liability Combined Single Limit Each Claim $2,000,000 Policy Aggregate $2,000,000 Retroactive date included V Umbrella Liability Each Occurrence Policy Aggregate $2,000,000 $2,000,000 City of Miami listed as additional insured. Excess Follow form over general liability and auto policies. VI. Crime, Dishonesty and Corporate Fraud Employee Dishonesty, theft and fraud $500,000 Confidential Page 15 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 EXHIBIT `B" Data Protection Requirements In the performance of their respective obligations hereunder, each party hereto will comply with the following protections: Section 1. Definitions. For purposes of this Exhibit B, certain defined terms will have the meaning set forth below: a. "Data Protection Laws" means all applicable federal, territorial, and international laws, rules, regulations or directives applied to data collected or processed for company business or travel related services. b. "Personal Data" means information related to an identified or identifiable individual. c. "Protection Measures" means administrative, physical and technical measures necessary for the protection of Personal Data. d. "Security Breach" means any unauthorized access, interception, use, disclosure or collection of Personal Data, which compromises the security, confidentiality, or integrity of Personal Data. Section 2. Security Standards. Each party hereto will provide the same or better data - security protections it applies to its own Confidential Information, but in no event may those protections be anything less than a commercially reasonable standard of care. Each party's respective system and infrastructure Protection Measures must meet general security standards. Maintenance must be sufficient and frequent enough to ensure Personal Data confidentiality and integrity. Each party's required standards include (but are not limited) to: a. Naming an individual responsible for Information Security practices within each party's respective environment and maintaining a written Information Security and/or Privacy policy. Each party will update its respective Information Security policy regularly. b. Requiring staff with access to Personal Data complete annual security awareness and data privacy training. Each party will ensure individuals understand they have no rights to use or remove Personal Data and will enforce consequences for violating use or access restrictions and may provide individual completion notices or training rosters to demonstrate meeting this standard. c. Ensuring that only authorized personnel (i.e., each party's respective employees, subcontractors and agents) have access to each party's respective resources and data. Each party will promptly remove access to the Services upon (i) termination of an individual, or (ii) an individual no longer providing support of the Services or needing to access or utilize the Services. Confidential Page 16 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 d. Issuing individual (no shared) user accounts, locking out unsuccessful login attempts after a limited number of retries, and requiring regular password changes for network and application access to support the services. Each party will limit the number of individuals with higher privileges and provide assurances when requested on the controls it will use to prevent misuse by privileged users. e. Providing firewalls, network intrusion detection, and monitoring for unauthorized access within their network and is required to provide adequate and commercially reasonable assurances that unauthorized or illegal persons, computers, computer programs, or networks do not have access to or use of the other party's data through their network. f. Securing transmissions between both parties using either secure private lines or industry standard transmission and storage methods. Browsers will be capable of using TLS 12/SSL transmission and file transfers with Personal Data will be done through Secured File Transmission Protocol (SFTP) or via encrypted email attachments. g. Encrypting all locally stored Personal Data within its network, on workstations, laptops, or on removable media (laptops, USB drives, PDAs). h. Applying security patches regularly to servers, firewalls, and systems used to access Personal Data. i. Periodically testing each party's respective network and workstations for vulnerabilities and remedying or mitigating Critical -risk, and High -risk vulnerabilities promptly; and Medium -risk vulnerabilities regularly. 1- Maintaining an incident response plan to immediately address and mitigate any risk to a breach in system security. The response plan will be available on request for review and will include immediate notification to the other party. k. Both parties will use anti -virus software to attempt to eradicate viruses on all files transmitted between each other and each party will notify the other promptly if becoming aware of a virus in the file sent or received by the other party. 1. Both parties will hold their respective subcontractors to the same terms as this Agreement. m. Data Ownership. All of a party's Confidential Information is the exclusive property of such party and the furnishing of the such party's Confidential Information to, or access to such items by, the other party and/or its subcontractors will not grant any express or implied license to or interest in such other party and/or its subcontractors relating to such Confidential Information except as required to perform the services pursuant to this Confidential Page 17 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 Agreement. Upon request by the Discloser at any time and from time to time and without regard to the default status of the Parties under this Agreement, the receiving party and/or its subcontractors shall promptly deliver to the Discloser its Confidential Information in such format as reasonably specified by the Discloser. Section 3. Security Breach and Liability. a. Each party hereto will promptly, upon discovery, and in no event later than seventy-two (72) hours, inform the other party of any breaches of security or unauthorized access involving a party's Confidential Information and or Personal Data in accordance with applicable Data Protection Laws and, to the extent a breach of security or unauthorized access was caused by the negligent acts or willful misconduct of a party, such party will take commercially reasonable steps to promptly remediate such breach or violation. b. Each party hereto assumes full liability for security breaches involving Confidential Information and or Personal Data that occurs as the result of the negligent actions or willful misconduct of any of their respective employees, subcontractors or agents, within their respective network, in their respective possession, or under their respective control. Section 4. Other Security Measures. Each party hereto will comply with the other party's commercially reasonable, relevant and applicable security policies, standards and requirements regarding the services provided and consumed, and associated systems and data, provided that each party has provided written copies of all such policies, standards and requirements to the other party prior to the commencement of services. a. At Customer's request, PRF will provide its current SSAE18 SOC 1 report. The provision by PRF of this report to Customer will not limit Customer's right to perform audits or to cause its designees to perform audits subject to (i) Customer providing thirty (30) days prior written notice, and (ii) such audits shall be performed at Customer's sole cost and expense regardless of any outcome. Section 5. Return of Personal Data. a. Upon termination, and subject to Section 7(c) above, except to the extent otherwise required by law, PRF will return or destroy Personal Data retained in its network (excluding operational backups) and will provide Executive level, written certification that the destruction of such information has been completed using industry standard methods for destroying electronic media to a state where it cannot be practicably read or reconstructed. b. If PRF retains Personal Data, the obligation to protect Personal Data shall survive termination of this Agreement. Confidential Page 18 of 19 PARMSA20260115 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 Section 6. Professional Services Requirements. Where a party requires access to the other party's systems, said party must adhere to the other party's IT Security policies and standards including but not limited to using individual login accounts, resetting passwords, multi -factor remote access for users with privileged access, and never storing Personal Data on unencrypted laptops or other removable media. Each party is required to inform the other party promptly on terminations or changes in staff with access to the other party' s systems. Each party will make available its IT Security policies or standards applicable on request of the other party. Section 7. Mutual Representations and Warranties. Each party hereto represents, acknowledges, warrants, and covenants that beginning on the Effective Date and continuing as long as such party accesses, controls, possesses, stores, transmits, or processes Personal Data (including after termination of this Agreement), such party: (i) shall comply with all applicable Data Protection Laws; and (ii) is responsible for the security of its respective systems and any data that such party accesses, controls, possesses, processes, stores, or transmits. Section 8. Indemnification. To the extent permitted by law, PRF hereto agrees to indemnify, defend and hold harmless the Customer from and against all claims, demands, liabilities, judgments, or causes of action of any nature for any relief, elements of recovery, or damages recognized by law (including, without limitation, attorney's fees, defense costs, and equitable relief), for any damage or loss incurred by the Customer to the extent caused by any negligent acts or omissions and/or the willful misconduct of its employees, agents or subcontractors in connection with the performance by the PRF's employees, agents or subcontractors of its duties under this Exhibit "B." The liability limitations set forth in this provision include the recovery of loss of use or production and downtime expenses. Confidential Page 19 of 19 PARMSA20260115 Docusign Envelope ID: 1036EDFF-CB83-8CBE-831A-BE566ADCA4C3 ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes, as amended. c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes, as amended, titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes, as amended. 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: primeFORCE, LLC Name: Spencer Thomasoo�us geed by: Title: Managing Director Signature: Office Address: 6650 Sugarloaf Parkway, #400 Duluth, GA 30097 Email Address: Spencer.Thomas@primeforcetech.in Phone Number: 1 (855) 424-3914 9/17/26, 11:54 AM Detail by Entity Name DIVISION OF CORE ''I ,if /PAorg J ?�pD p ArI'ID' i\f an official lige of Flarala w• sid9 Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company PRIMEFORCE, LLC Filing Information Document Number M21000006398 FEI/EIN Number 46-2925051 Date Filed 05/25/2021 State GA Status ACTIVE Last Event LC NAME CHANGE Event Date Filed 03/15/2022 Event Effective Date NONE Principal Address 6650 SUGARLOAF PKWY, STE 400 DULUTH, GA 30097 Mailing Address 6650 SUGARLOAF PKWY, STE 400 DULUTH, GA 30097 Registered Agent Name & Address INCORP SERVICES, INC. 3458 LAKESHORE DRIVE TALLAHASSEE, FL 32312 Address Changed: 03/17/2023 Authorized Person(s) Detail Name & Address Title Member HOEY, JAMES E 6650 SUGARLOAF PKWY, STE 400 DULUTH, GA 30097 Title Member https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=PRIMEFO... 1/2 9/17/26, 11:54 AM TEICHERT, PETER 6650 SUGARLOAF PKWY, STE 400 DULUTH, GA 30097 Title Member Stone, Joseph 6650 SUGARLOAF PKWY, STE 400 DULUTH, GA 30097 Annual Reports Report Year Filed Date 2024 02/24/2024 2025 03/13/2025 2026 06/30/2026 06/30/2026 -- ANNUAL REPORT 03/13/2025 -- ANNUAL REPORT 02/24/2024 -- ANNUAL REPORT 03/28/2023 -- ANNUAL REPORT 04/29/2022 -- ANNUAL REPORT 03/15/2022 -- LC Name Change 05/25/2021 -- Foreign Limited View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Detail by Entity Name Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=PRIM EFO... 2/2 Docusign Envelope ID: 942C24A5-51 D2-8A65-8299-472637F134D2 4primeFORCE Statement of Work — primeARCHIVE Customer Name: City of Miami Customer Address: 444 S.W. 2nd Ave City, ST, ZIP: Miami, FL 33130 Customer Contact: Triveni Chircut Phone/Email: (305) 416-1648 / tchircut(a,miamigov com SOW #: CMI - 1001 Service Effective Date: Upon Go Live Initial Term: 12 Months Renewal Term: 12 Months Payment Terms: Net 30/Annually in Advance © primeARCHIVE WFC version 8.1. Access will be read-only for up to 5 users via Kasm. Workforce Central modules, applications, additional services, or other (check all that apply): ❑X Timekeeper ❑ Scheduler ❑ HR & Payroll ❑ Absence Manager ❑ Activities ❑ Other Master Services Agreement: By signing this Statement of Work, City of Miami, (hereinafter referred to as "Customer") understands and agrees to the terms and conditions of the Master Services Agreement ("MSA") located on the primeFORCE website, which is incorporated herein by this reference. Customer shall be responsible for paying, and hereby agrees to pay, (i) all applicable sales and use taxes whether or not either or both of the aforesaid are invoiced by primeFORCE, LLC ("PRF") and (ii) credit card fees of four percent (4%) of the total invoice amount if Customer pays by credit card. Provided that Customer has no overdue and or any unpaid balances owing to PRF, then PRF will schedule the start of this project upon receipt of the executed SOW and in accordance with PRF resource availability. The signatories below are hereby designated as each parry's respective "Management Representative" for purposes of this Statement of Work and the MSA. Services & Setup Fees Quantity Item Description Monthly Fee Annual Fee Year 1 Total 1 primeARCHIVE (billed on Service Effective Date) 1,500.00 18,000.00 18,000.00 1 Setup (Due upon execution of this SOW) 6,000.00 Total 24,000.00 Customer and PRF have each caused this Statement of Work to be executed and delivered by their proper and duly authorized officers as of the date indicated below. Customer accepts the terms hereof, including all fees and pricing, and authorizes PRF to proceed. CUSTOMER: City of Miami Signature: Name: James Reyes Title: Date: City Manager October 7, 2026 1 09:42:38 EDT PRF: primeFORCE, LLC DocuSigned by: Signature: gp2AARA, ac;�a4EFr858/44f... Name: Spencer Thomas Title: Managing Director Date: 8/26/2026 Ac®,R®® CERTIFICATE OF LIABILITY INSURANCE 14.,..,------ 10/2/2026 DATE(MM/DDIYYYY) I 9/9/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS 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 ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS 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 certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #0F15767 3280 Peachtree Rd. NE, Ste. 1000 Atlanta GA 30305 (404) 460-3600 CONTACT NAME: PHONE I FAX WC. No. Est). (A/C, Nol: E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Chubb National Insurance Company 10052 INSURED Prime Care Holdings, Inc. 1555071 primeForce 6650 Sugarloaf Pkwy STE 400 Duluth GA 30097-4503 INSURER B : Great Northern Insurance Comnanv 20303 INSURER C : Federal Insurance Company 20281 INSURER D : AXIS Insurance Comnanv 37273 INSURER E : Associated Industries Insurance Co, Inc. 23140 INSURER F : COVERAGES CERTIFICATE NUMBER: 24031232 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOtU CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAI , .. A 3, ABOVE FOR THE POLICY PERIOD , WITH RESPECT TO WHICH THIS '' IN IS SUBJECT TO ALL THE TERMS, INSR LTR TYPE OF INSURANCE ADDL INSD SUBR 'AND VD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY (MM/DD �, LIMITS A COMMERCIAL GENERAL LIABILITY Y N D0244365A 10/2/2025 ` NO /10 ` EACH OCCURRENCE $ 1 000 000 CLAIMS -MADE X OCCUR PREMISESO(Ea occur RETEence $ 1 000 000 MED EXP (Any one person) $ 15 000 PERSONAL & ADV INJURY $ 1,000,000 GENL X AGGREGATE POLICY OTHER: LIMIT APPLIES PEA PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ I� AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y N 73645811 10/2/2025 10/2/2026 Ea aocidentSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $ XXXXXXX $XXXXXXX c x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y N 56724068 10/2/2025 10/2/2026 EACH OCCURRENCE $ 4,000,000 $ 4,000,000 AGGREGATE DED I I RETENT ON $ $ XXXXXXX A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / N O 40448 10/2/2025 10/2/2026 X PER OTH- I STATUTE I ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000.000 E.L. DISEASE - POLICY LIMIT $ 1 .000,000 D E Crime O Cyber N P-001-001944978-01 ACL1273347 00, 3/25/2026 3/25/2026 3/25/2027 3/25/2027 Limit: $500,000 Limit: $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Coverage is primary and non-contributory in favor of certificate holder and certificate holder is included as an Additional Insu •ed, Certificate holder included as loss payee for Crime coverage. Contingent and contractual coverage included. Cyber/Professional Liability retroactive date is 10/2/2022, CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 33130 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENT T E'2/ © 1988-201gACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD From: Ouevedo, Terry To: Pfister. Cari; Gomez Jr., Francisco (Frank); Gandarilla, Aimee Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) Date: Thursday, September 10, 2026 6:22:46 AM Attachments: imaae001.Dnq image002.pnq imaae003.Dnq image004.pnq Good Morning Cari, The certificate is adequate. Have a nice day! Thankyou PI'I C/ : // g GeGterk City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoOmiamigov.com -:Sewusy, aad From: Pfister, Cari <Cari.Pfister@primeforcetech.com> Sent: Wednesday, September 9, 2026 4:26 PM To: Quevedo, Terry <TQuevedo@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) 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. Hi Terry, See attached updated COI. Please let me know if you have any questions. Thanks, Cari From: Quevedo, Terry <TQuevedoOmiamigov.com> Sent: Wednesday, September 9, 2026 12:51 PM To: Pfister, Cari <Cari.PfisterPprimeforcetech.com>; Gomez Jr., Francisco (Frank) <FGomez(miamigov.com>; Gandarilla, Aimee <AGandarillaPmiamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. You're very welcome! PJ'J c//�-gteGtedo City of Miami Risk Management Departmen 9th Floor 444 SW 2nd Avenue $ Miami, Florida 331 (305) 416-1641 OV (305) 416-1710 a'x TquevedoPmiamigov.com -Seraee9, S rarr&19, atird 71.400100 ata gardmat it From: Pfister, Cari <Cari.PfisterPprimeforcetech.com> Sent: Wednesday, September 9, 2026 12:48 PM To: Quevedo, Terry <TQuevedoPmiamigov.com>; Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com>; Gandarilla, Aimee <AGandarillaPmiamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) 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. Thank you, Terry. I'll follow up as soon as I hear back. From: Quevedo, Terry <TQuevedoPmiamigov.com> Sent: Wednesday, September 9, 2026 9:43 AM To: Pfister, Cari <Cari.PfisterPprimeforcetech.com>; Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com>; Gandarilla, Aimee <AGandarillaPmiamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good Morning Cari, Certificate holder should be as follows: City of Miami 14 NE 1st Avenue, 2nd Floor Miami, Florida 3312 Regards, ex� rgceaeao City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoOmiamigov.com -Se 9, S rarr&19, atird %a6r¢/anosa4 met garsusurac From: Pfister, Cari <Cari.Pfister( primeforcetech.com> Sent: Wednesday, September 9, 2026 8:58 AM To: Gomez Jr., Francisco (Frank) <FGomez( miamigov.com>; Gandarilla, Aimee <AGandarillaPmiamigov com> Cc: Quevedo, Terry <TQuevedoP miamigov.com> • ® Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter`1822) 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. Hi Frank, Good morning. Can you please let me know how the City of Miami would like to be evidenced on the certificate? We typically see something along the lines of: City of Miami Attn: Risk Management Address City, State, ZIP Thanks, Cari From: Gomez Jr., Francisco (Frank) <FGomez(miamigov.com> Sent: Monday, August 31, 2026 12:19 PM To: Pfister, Cari <Cari.Pfister3primeforcetech.com>; Gandarilla, Aimee <AGandarilla3miamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hello Everyone, The COI provided for review is evidence of coverage but does not include the necessary endorsements as contractually required. From a Risk perspective, we can move forward with the understanding that the COI will be updated to City expectations by next week and prior to commencement of operations under this agreement. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (3o5) 416-1740 Office (3o5) 416-176o Fax fgomez@a miamigov.com From: Pfister, Cari <Cari.PfisterPprimeforcetech.com> Sent: Monday, August 31, 2026 11:43 AM To: Gandarilla, Aimee <AGandarillaPmiamigov.com> Cc: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com>; Quevedo, Terry <TQuevedo(amiamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) 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. Hi Frank, Is this a requirement to move forward? Our Chief Compliance Officer would need to review this and he is out until next week. Thanks, Cari From: Gandarilla, Aimee <AGandarillal@miamigov.com> Sent: Friday, August 28, 2026 1:08 PM To: Pfister, Cari <Cari.PfisterPprimeforcetech.com> Cc: Gomez Jr., Francisco (Frank) <FGomez(tmiamigov.com>; Quevedo, Terry <TQueved of m is m i gov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good afternoon Cari, Please see the attached email. Thank you, Aimee c.and.cuu.Ua Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Pfister, Cari <Cari.PfisterPprimeforcetech.com> Sent: Friday, August 28, 2026 12:50 PM To: Gandarilla, Aimee <AGandarillaPmiamigov.com> Subject: FW: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) 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. Thanks, Cari Hi Aimee, Hope all is well! Do you have any updates regarding the signature process on your side? Please let me know if I can help in anyway. I'm happy to send it through DocuSign if that helps. Thanks, Cari From: Pfister, Cari Sent: Wednesday, August 26, 2026 1:08 PM To: 'Gandarilla, Aimee' <AGandarillaPmiamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) Hi Aimee, Thank you. See attached signed final MSA and SOW. I have also attached our COI. Please let me know if you have any questions or need anything else. I'll look forward to receiving the signed agreement and,rking with you all on this project! 40:A4</ From: Gandarilla, Aimee <AGandarillaP . igov.com> Sent: Wednesday, August 26, 2026), v'M To: Pfister, Cari <cari.pfisterPpri e` o cetech.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good afternoon, Please initial pages 4 and 18 of the final PDF. Once completed, you may proceed with signing and attesting the agreement. I will need a copy of your certificate of insurance. Thank you. Thank you, Aimee cav cla i,ua, Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Pfister, Cari <cari.pfisterl@primeforcetech.com> Sent: Wednesday, August 26, 2026 11:34 AM To: Gandarilla, Aimee <AGandarilla( miamigov.com> Subject: RE: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) 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. Hi Aimee, There are two changes on page 4 and 18. We've redlined the pdf you sent and also created a clean word and pdf (FINAL). We can sign the FINAL pdf if you are ready to proceed. No changes to the Insurance Requirements. Please let me know if you have any questions and I'm happy to coordinate a call if needed. Thanks, Cari Pfister Sr. Director of Operations 6650 Sugarloaf Parkway I Suite 400 I Duluth, GA 30097 d: 770-278-0853 I c: 919-622-2897 cari.pfister( primeforcetech.com I About primeFORCE primeARCHIVE An Affilro[e of Prime Core holdings. Inc. From: Gandarilla, Aimee <AGandarillaPmiamigov.com> Sent: Wednesday, August 26, 2026 10:03 AM To: Pfister, Cari <cari.pfisterPprimeforcetech.com> Subject: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) Importance: High CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good morning, Please complete, sign, and attest to pages 13 and 20. In addition, please provide a copy of the Certificate of Insurance in accordance with the attached insurance requirements. Once completed, please email the signed agreement and Certificate of Insurance back to me. Thank you. Thank you, Aimee candcvi ilia, Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla©miamigov.com "Serving, Enhancing, and Transforming our Community" Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, October 7, 2026 3:51 PM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Fossler, Thomas; Johnson, Antiwonesha; Ewan, Nicole Subject: Master Services Agreement PrimeFORCE, LLC (matter 26-1822) Attachments: Master Services Agreement PrimeFORCE, LLC (matter 26-1822).pdf Good afternoon Todd, Please find attached the fully executed copy of the agreement from DocuSign. This electronic copy shall be considered the original for your records. If you have any questions, please do not hesitate to contact me. Please close Matter 26-1822. Thank you, Aimee qamicutitia Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" i