HomeMy WebLinkAboutReso 2026-3965RESOLUTION NO. 2026- SI&OS
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING A SOFTWARE AS A SERVICE (SAAS) AGREEMENT WITH
SHARP PERFORMANCE INC., AS A SOLE SOURCE VENDOR, FOR A SUBSCRIPTION -
BASED MENTAL PERFORMANCE COACHING PROGRAM FOR THE POLICE
DEPARTMENT; AUTHORIZING AN EXPENDITURE IN AN AMOUNT NOT TO EXCEED
SIXTY-TWO THOUSAND ONE HUNDRED DOLLARS AND NO CENTS ($62,100.00)
FOR A THREE-YEAR TERM; AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT AND TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS
OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach (the "City") Police Department ("SIBPD") is
committed to prioritizing the mental health, resilience, and operational readiness of its sworn
officers and support staff; and
WHEREAS, the SIBPD has identified a need for a subscription -based mental performance
coaching program designed specifically for public safety and high -risk professionals
("Subscription"); and
WHEREAS, Sharp Performance Inc. (the "Vendor") has developed a mobile application
platform uniquely tailored to meet the mental performance and wellness needs of public safety
personnel, providing 24-hour access to peers, coaches, and chaplains, along with self -paced
exercises and customized resources; and
WHEREAS, the Vendor has provided a sole source letter confirming that its platform is
uniquely designed for public safety and high -risk professionals and is not available from other
vendors in a comparable form; and
WHEREAS, pursuant to Section 62-13(F) of the City's Code of Ordinance, supplies,
equipment or services available from a sole source only may be exempted from the bidding
requirements of Chapter 62 of the City's Code of Ordinances; and
WHEREAS, funding for the first year of the agreement shall be provided through
Department of Justice (DOJ) Forfeiture Funds, with funding for subsequent years to be budgeted
in the Police Department's operating funds; and
WHEREAS, the Vendor has provided the City with a quote for the Subscription; and
WHEREAS, the City Commission wishes to approve a Software as a Service (SaaS)
Agreement with the Vendor for the Subscription, in an amount not to exceed Sixty -Two Thousand
One Hundred Dollars and No Cents ($62,100.00), attached hereto as Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, AS FOLLOWS:
R2026 SaaS Agmt w Sharp Performance for Mental Health Coaching.docx Page 1 of 2
Section 1. Approval of Agreement. The City Commission hereby approves a Software as a
Service (SaaS) Agreement with the Vendor for the Subscription, in an amount not to exceed Sixty -
Two Thousand One Hundred Dollars and No Cents ($62,100.00), attached hereto as Exhibit "A".
Section 2. Authorization of City Manager. The City Manager is hereby authorized to execute
the SaaS Agreement and to do all things necessary to effectuate this Resolution.
Section 3. Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 19th day of
Magrido Bet4ncur, CIVIC, City Clerk
Larisa Svechin, Mayor
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Wain` E. Boileau, for Nabors, Giblin &
Nickerson, P.A., City Attorney
Moved byG14jjg%10K-ZLkqjL Seconded by:
Vote:
Mayor Svechin (Yes) (No)
Vice Mayor Viscarra (Yes) (No)
Commissioner Joseph - (Yes) (No)
Commissioner Lama Yes) (No)
Commissioner Stuyvesant ,/ (Yes) (No)
@BCL@9C164639 Page 2 of 2 643
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Master SaaS and Services Agreement
This Master SaaS and Services Agreement (this "Agreement") is entered into effective this 1
day of April 2026, until 31 March of 2029 by and between Sharp Performance Inc., a
Delaware corporation ("Sharp Performance") with a place of business at 2659 State Street #100,
Carlsbad, CA 92008, and the City of Sunny Isles Beach, Florida, a municipal corporation ("The
Department/The Customer"). Sharp Performance and the Department/Customer are sometimes
referred to herein jointly as the "Parties" or singularly as a "Parry."
RECITALS:
WHEREAS, The Department/Customer desires to obtain access to the Services (as defined
below) with respect to certain of its information technology needs, for use by its Department and Sharp
Performance desires to provide the Services to the Department/Customer, subject to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein,
and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
SERVICES.
1.1 Purpose. This Agreement sets forth the terms and conditions under which Sharp
Performance agrees to provide (i) certain hosted "software as a service" (the "Subscription Services")
for certain software applications (each such application together with any applicable documentation
thereto, and programming and user interfaces therefor, a "Platform") to Authorized Users, as further set
forth and described on each order form (the "Order Form") attached hereto as Schedule A, and (ii) if
applicable, all other implementation services, customization, integration, data import and export,
monitoring, technical support, maintenance, training, backup and recovery, and change management
(collectively the "Professional Services", and together with the Subscription Services, referred to herein
as the "Services") related to the Department's/Customer's access to, and use of, such Subscription
Services and each Platform, as further set forth and described on each statement of services (the
"Statement of Work") attached hereto as Schedule B, issued hereunder (Order Forms and Statements
of Professional Services are sometimes referred to jointly as a "Statement of Services").
1.2 The Services; Access and Use License. Subject to the terms and conditions of this
Agreement, during the Term, Sharp Performance shall use commercially reasonable efforts to provide
(i) the Department/Customer and Authorized Users access to each Platform, and (ii) the
Department/Customer the Professional Services. Subject to the terms and conditions of this Agreement,
during the Term, Sharp Performance hereby grants the Department/Customer and Authorized Users a
non-exclusive, non-sublicensable, non -transferable (except in compliance with Section 16 herein),
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worldwide license to access and use each Platform, solely for internal business purposes in connection
with the Department's/Customer's use of the Services as set forth herein.
1.3 Subscription Services. Each applicable Order Form shall specify and further
describe the Subscription Services to be provided in accordance with the representations and warranties
set forth herein, and shall identify, each applicable Platform, user limitations, fees, subscription term and
other applicable terms and conditions.
1.4 Professional Services. Each applicable Statement of Work shall specify and
further describe the Professional Services to be provided in accordance with the representations and
warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations,
milestones, fees, term and other applicable terms and conditions.
1.5 Changes to Platform. Sharp Performance may, in its sole discretion, make any
changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or
delivery of Sharp Performance's products or services to its the Departments, (b) the competitive strength
of, or market for, Sharp Performance's products or services, (c) such Platform's cost efficiency or
performance, or (ii) to comply with applicable law.
2. PLATFORM ACCESS AND AUTHORIZED USER
2.1 Administrative Users. During the configuration and set-up process for each
Platform, the Department/Customer will identify an administrative userriame and password for the
Department's/Customer's Sharp Performance accounts. Each member will receive their own individual
account with its own unique username and password. Sharp Performance reserves the right to refuse
registration of, or cancel usernames and passwords it deems inappropriate.
2.2 Authorized Users. the Department/Customer may allow such number of the
Department's/Customer's employees and/or independent contractors as is indicated on an Order Form to
use the applicable Platform on behalf of the Department/Customer as "the Department/Customer Users."
Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more
than one Authorized User, but may be reassigned to a new Authorized User replacing former Authorized
Users who no longer require ongoing use of the applicable Platform.
2.3 Authorized User Conditions to Use. As a condition to access and use of a Platform
(i) each Authorized User shall agree to abide by the terms of Sharp Performance's end -user terms of use
which it may adopt from time to time, (ii) the Department/Customer Users shall agree to abide by the terms
of this Agreement, and (iii) Vendor Users shall agree to abide by the terms of the then -current Sharp
Performance Vendor Terms of Service applicable to such Platform, and, in each case, the
Department/Customer shall ensure such compliance. the Department/Customer shall immediately notify
Sharp Performance of any violation of the terms of any of the foregoing by any Authorized User upon
becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any
Authorized User as provided herein.
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2.4 Account Responsibility. With respect to Sharp Performance only the
Department/Customer will be responsible for (i) all uses of any account that the Department/Customer has
access to, whether or not the Department/Customer has authorized the particular use or user, and regardless
of the Department's/Customer's knowledge of such use, and (ii) securing its Sharp Performance account,
passwords (including but not limited to administrative and user passwords) and files. Sharp Performance
is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost
passwords.
2.5 Use Restrictions. the Department/Customer shall not use the Services for any
purposes beyond the scope of the access granted in this Agreement. The Department/Customer shall not at
any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create
derivative works of the Services or Platform, in whole or in part; (ii) rent, lease, lend, sell, license,
sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Platform; (iii)
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to
any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the
Services or Platform; (v) use the Services or Platform in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any intellectual property right or other right of any person, or that
violates any applicable law, or (vi) input, upload, transmit, or otherwise provide any information or
materials that are unlawful or injurious, or contain, transmit, or activate any harmful code.
2.6 Reservation of Rights. Sharp Performance reserves all rights not expressly
granted to the Department/Customer in this Agreement. Except for the limited rights and licenses expressly
granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or
otherwise, to the Department/Customer or any third party any intellectual property rights or other right,
title, or interest in or to the intellectual property of Sharp Performance.
3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES
3.1 Software Restrictions. The Department/Customer will not, nor permit or
encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or
otherwise attempt to discover or derive the source code, object code or underlying structure, ideas,
know-how or algorithms relevant to a Platform or any software, documentation or data related to a
Platform ("Software"); (ii) modify, translate, or create derivative works based on a Platform or any
Software; (iii) use a Platform or any Software for timesharing or service bureau purposes or other
computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or
(v) use any Software or a Platform in any manner to assist or take part in the development, marketing
or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt,
Software and the Services, including all user -visible aspects of the Services, are the Confidential
Information of Sharp Performance, and the Department/Customer will comply with Section 4 with
respect thereto.
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3.2 The Department/Customer Compliance. The Department/Customer shall use, and
will ensure that all Authorized Users use, each Platform, Software, and the Services in full compliance
with this Agreement, Sharp Performance's end -user terms of use and all applicable laws and
regulations. The Department/Customer represents and warrants that it (i) has accessed and reviewed
any terms of use or other policies relating to a Platform provided by Sharp Performance, (ii)
understands the requirements thereof, and (iii) agrees to comply therewith. Sharp Performance may
suspend the Department's/Customer's account and access to each Platform and performance of the
Services at any time and without notice if Sharp Performance believes that the Department/Customer
is in violation of this Agreement. Although Sharp Performance has no obligation to monitor the
Department's/Customer's use of a Platform, Sharp Performance may do so and may prohibit any use
it believes may be (or alleged to be) in violation of the foregoing.
3.3 Cooperation. The Department/Customer shall provide all cooperation and
assistance as Sharp Performance may reasonably request to enable Sharp Performance to exercise its
rights and perform its obligations under, and in connection with, this Agreement, including providing
Sharp Performance with such access to the Department's/Customer's premises and its information
technology infrastructure as is necessary for Sharp Performance to perform the Services in accordance
with this Agreement.
3.4 Training and Education. The Department/Customer shall use commercially
reasonable efforts to cause the Department/Customer Users to be, at all times, educated and trained in
the proper use and operation each Platform such the Department/Customer Users utilize, and to ensure
that each Platform is used in accordance with applicable manuals, instructions, specifications and
documentation provided by Sharp Performance from time to time.
3.5 The Department/Customer Systems. The Department/Customer shall be
responsible for obtaining and maintaining —both the functionality and security of —any equipment and
ancillary services needed to connect to, access or otherwise use each Platform, including modems,
hardware, servers, software, operating systems, networking, web servers and the like.
3.6 Restrictions on Export. The Department/Customer may not remove or export from
the United States or allow the export or re- export of the Software or anything related to a Platform,
Software or Services, or any direct product thereof in violation of any restrictions, laws or regulations
of any United States or foreign agency or authority.
4. CONFIDENTIALITY.
4.1 Confidential Information. Each Party (the "Receiving Party") understands that
the other party (the "Disclosing Party") has been, and may be, exposed to or acquired business,
technical or financial information relating to the Disclosing Party's business (hereinafter referred to as
"Confidential Information"). Confidential Information of Sharp Performance includes non-public
information regarding features, functionality and performance of each Platform and Software.
Confidential Information of the Department/Customer includes non-public data provided by the
Department/Customer to Sharp Performance to enable the provision of access to, and use of, the
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Services as well as all content, data and information recorded and stored by each Platform for the
Department/Customer (" The Department/Customer Data"),. The total cost of the contract is
disclosable by The Department/Customer.
4.2 Exceptions. Notwithstanding anything to the contrary contained herein,
Confidential Information shall not include any information that the Receiving Party can document (i)
is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt
from the Disclosing Parry, (iii) was rightfully disclosed to it without restriction by a third party, or (iv)
was independently developed without use of any Confidential Information of the Disclosing Party.
4.3 Non-use and Non -disclosure. With respect to Confidential Information of the
Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the
confidentiality and prevent the unauthorized use or disclosure of such Confidential Information it uses
to protect its own proprietary and confidential information of like nature, which shall not be less than
a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use,
sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use
such Confidential Information for any purposes whatsoever other than the performance of, or as
otherwise authorized by, this Agreement.
4.4 Compelled Disclosure. Notwithstanding Section 4.3, the Receiving Parry may
disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a
court order or applicable law; provided, however, that the Receiving Parry delivers reasonable advance
notice of such disclosure to the Disclosing Parry and uses reasonable efforts to secure confidential
treatment of such Confidential Information, in whole or in part.
4.5 Remedies for Breach of Obligation of Confidentiality. The Receiving Party
acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the
Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by
recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by
the Receiving Parry of its obligations under this Section, the Disclosing Party shall be entitled to seek
injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be
available at law or in equity, without the necessity of posting bond or proving actual damages.
5. PROPRIETARY RIGHTS
5.1 Ownership. The Department/Customer shall own all rights, title and interest in
and to the Department/Customer Data. Sharp Performance shall own and retain all right, title and interest
in and to (i) each Platform, Software and the Services and all improvements, enhancements or
modifications thereto, (ii) any software, applications, inventions or other technology developed in
connection with the Services, and (iii) all intellectual property and proprietary rights in and related to
any of the foregoing (collectively, "Services IP"). To the extent the Department/Customer acquires any
right, title or interest in any Services IP, the Department/Customer hereby assigns all of its right, title
and interest in such Services IP to Sharp Performance.
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5.2 The Department/Customer Data and Vendor Information License. The
Department/Customer hereby grants to Sharp Performance a non- exclusive, transferable, sublicensable,
worldwide and royalty -free license to use and otherwise exploit the Department Data to provide the
Services to the Department hereunder and as necessary or useful to monitor and improve a Platform,
Software and the Services, both during and after the Term. "For the avoidance of doubt, Sharp
Performance may use, reproduce and disclose Platform-, Software- and Services -related information,
data and material that is anonymized, de -identified, or otherwise rendered not reasonably associated or
linked to the Department/Customer for product improvement and other lawful, all of which information,
data and material will available to Sharp Performance through the existence of the license of Consumer
Data. It is the Department's/Customer's sole responsibility to back-up the Department/Customer Data
during the Term, and the Department/Customer acknowledges that Sharp Performance will not have
access to the Department/Customer Data through Sharp Performance or any Platform following the
expiration or termination of this Agreement.
herein.
5.3 No Other Rights. No rights or licenses are granted except as expressly set forth
6. FEES & PAYMENT
6.1 Fees. The Department shall pay Sharp Performance the then -applicable fees
described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth
therein ("Fees"), including, for the avoidance of doubt, any fees incurred through the Department's use
of a Platform exceeding a services capacity parameter specified on an Order Form.
6.2 Pam. Sharp Performance may choose to bill through an invoice, in which
case, full payment for invoices issued in any given month must be received by Sharp Performance
thirty (30) days after the mailing date of the invoice (unless otherwise specified on the applicable Order
Form). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance,
or the maximum interest rate permitted by law, whichever is lower, plus all expenses of collection. In
addition to any other remedies available, Sharp Performance may suspend Services in the event of
payment delinquency.
6.3 Payment Disputes. If the Department/Customer believes that Sharp Performance
has billed the Department/Customer incorrectly, the Department/Customer must contact Sharp
Performance no later than thirty (30) days after the closing date on the first billing statement in which
the alleged error or problem appeared in order to receive an adjustment or credit. Inquiries should be
directed to Sharp Performance's support department or the applicable Account Manager.
6.4 Taxes. All Fees and other amounts payable by the Department/Customer under
this Agreement are exclusive of taxes and similar assessments. The Department/Customer is
responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any
kind imposed by any federal, state, or local governmental or regulatory authority on any amounts
payable by the Department/Customer hereunder, other than any taxes imposed on Sharp Performance's
income.
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6.5 No Deductions or Setoffs. All amounts payable to Sharp Performance hereunder
shall be paid by the Department/Customer to Sharp Performance in full without any setoff, recoupment,
counterclaim, deduction, debit or withholding for any reason except as may be required by applicable
law.
7. TERM AND TERMINATION
7.1 Term. This Agreement shall remain in effect until its termination as provided
below (the "Term"). The term of each Statement of Services shall begin on the applicable "Services
Effective Date" and continue for the "Service Term, in each case as specified in such Statement of
Services. The Term may renew upon agreement of the parties. This Agreement and each Order Form
will renew only upon agreement of the parties prior to the termination date of the initial Order Form.
The parties may agree, by amendment, to continue the Agreement under the original terms, or to adjust
the original terms of the Agreement.
7.2 Termination. Sharp Performance may terminate this Agreement upon written
notice to the Department/Customer if no Statement of Services is in effect. In addition to any other
remedies it may have, either party may also terminate this Agreement upon written notice if the other
party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to
cure such breach within thirty (30) days or as agreed upon by both parties after receipt of written notice
of such breach from the non -breaching party. Notwithstanding the foregoing, if the
Department/Customer is a state agency or a political subdivision of a state, or a federal agency or a
political subdivision of the federal government, or a public entity, the Department/Customer may
terminate this Agreement at any time (i) for convenience upon ninety (90) days' written notice to Sharp
Performance, or (ii) if adequate funds to pay Sharp Performance all fees owed hereunder are not
appropriated to such the Department/Customer during the Term, unless otherwise authorized by law;
provided, it is expressly agreed that the Department/Customer shall not activate this non -appropriation
provision for its convenience, substitution with another procurement system or solution, or to circumvent
the requirements of this Agreement in any way. Sharp Performance reserves the right to terminate this
agreement in the event of a merger, reorganization, consolidation, sale of assets, bankruptcy, and/or
dissolution of Sharp Performance.
7.3 Effect of Termination. Upon termination of the Agreement, each outstanding
Statement of Services, if any, shall terminate and the Department/Customer shall immediately cease all
use of, and all access to, the Subscription Services and Sharp Performance shall immediately cease
providing the Professional Services. If (i) Sharp Performance terminates this Agreement pursuant to the
second sentence of Section 7.2, or (ii) the Department/Customer terminates this Agreement pursuant to
clause (i) of the last sentence of Section 7.2, all Fees that are earned to the date of termination will
become immediately due and payable. .
7.4 Survival. Sections [3.1, 4-6, 7.2, 7.4, 9-12, 14-17] shall survive any termination
or expiration of this Agreement. All other rights and obligations shall be of no further force or effect.
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8. WARRANTY AND DISCLAIMER
8.1 Warranties. Sharp Performance represents and warrants that it will perform the
Professional Services in a professional and workmanlike manner. Each party represents and warrants
that it has the legal power to enter into this Agreement. Additionally, the Department/Customer warrants
that (i) the Department/Customer owns or has a license to use and has obtained all consents and approvals
necessary for the provision and use of all of the Department/Customer Data that is placed on, transmitted
via or recorded by a Platform and the Services; (ii) the provision and use of the Department/Customer
Data as contemplated by this Agreement and each Platform and the Services does not and shall not
violate any the Department's/Customer's privacy policy, terms -of -use or other agreement to which the
Department/Customer is a party or any law or regulation to which the Department/Customer is subject
to; and (iii) none of the Department/Customer Data will include social security numbers or other
government- issued identification numbers, financial account numbers, credit card or debit card
numbers, credit report information or other personal financial information, health or medical information
or other information that is subject to international, federal, state, or local laws or ordinances now or
hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance
Portability and Accountability Act, the Health Information Technology for Economic and Clinical
Health Act, the Fair Credit Reporting Act, the Children's Online Privacy Protection Act and the Gramm -
Leach -Bliley Act.
8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A
STATEMENT OF SERVICE, SHARP PERFORMANCE DOES NOT WARRANT THAT ACCESS
TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE, NOR DOES SHARP PERFORMANCE MAKE ANY WARRANTY AS TO THE RESULTS
THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, SHARP
PERFORMANCE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING
TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES,
AND ANY CLAIM OF THE DEPARTMENT/CUSTOMER ARISING FROM OR RELATING TO
SUCH SERVICES SHALL, AS BETWEEN SHARP PERFORMANCE AND SUCH SERVICE
PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS,
SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND SHARP PERFORMANCE
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. INDEMNITY. Sharp Performance will defend, indemnify and hold harmless
(collectively "Indemnify") City and its officers, boards and commissions, agents, employees and
volunteers (collectively "Indemnitees") from and against all claims, damages, losses and expenses
including attorney fees (collectively "Losses") arising out of the performance of the Services, caused or
claimed to be caused by the acts, errors and/or omissions of Sharp Performance, or any Sharp
Performance Personnel or anyone for whose acts any of them may be liable (collectively, "Responsible
Parties"). Sharp Performance's responsibilities under this Section 14 include liability arising from,
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connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions
of City, which may be in combination with the acts or omissions of any Responsible Party, provided that
Sharp Performance's duty to Indemnify will not include any Losses arising from the sole negligence or
willful misconduct of City.
9.1 Notwithstanding Sharp Performance's obligation to defend City hereunder, City has the right
to conduct its own defense and seek reimbursement for reasonable costs of defense from Sharp
Performance, if City chooses to do so.
9.2 Sharp Performance agrees to pay any and all costs City incurs enforcing the provisions set
forth in this Section 9.
9.3 Subsection 9.1 notwithstanding, nothing in this Agreement will be construed to exempt the
City from its own fraud, willful injury to the person or property of another, or violation of law.
9.4 Sole Remedy. THIS SECTION 9 SETS FORTH THE
DEPARTMENT' S/CUSTOMER'S SOLE REMEDIES AND SHARP PERFORMANCE'S
LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS
THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL (I) SHARP
PERFORMANCE'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED
IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY THE DEPARTMENT/CUSTOMER
AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT
BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER
PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER
IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR
NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT
PROHIBITED BY APPLICABLE LAW. THIS EXCEPTION DOES NOT APPLY TO
INFRINGMENT CLAIMS.
11. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is governed
in all respects by the laws of the State of Florida, without giving effect to its rules relating to conflict of
laws. Any action at law, suit in equity, or judicial proceeding arising out of this Agreement shall be
instituted and maintained only in the courts of Miami -Dade County or the United States District Court
for the Southern District of Florida. Neither any adoption of the Uniform Computer Information
Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement
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or to the rights or duties of the parties under this Agreement. Prior to and as a condition of either Parry's
filing suit in state or federal court, the Parties shall engage in non -binding mediation conducted under
the auspices of JAMS or other mutually agreeable dispute resolution service and in accordance with the
Florida Rules of Court. The Parties shall mediate in good faith until settlement is reached or an impasse
is declared by the mediator.
12. SECURITY. Sharp Performance may, from time to time, host and/or maintain a
Platform using a third -party technology service provider. The Department acknowledges that Sharp
Performance cannot offer any additional or modified procedures other than those put in place by such
technology provider with respect to such technology service.
13. PUBLICITY. The Department/Customer acknowledges that Sharp Performance may
disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential
sources of financing and to third parties for purposes of due diligence.
14. PUBLIC RECORDS. Sharp Performance shall be required to comply with the following
requirements under Florida's Public Records Law:
A. Sharp Performance shall keep and maintain public records required by the Customer to
perform the service.
B. Upon written request from the Customer, SHARP shall provide the Customer with a copy of
the requested records within a reasonable time at a cost that does not exceed the cost provided by Chapter
119, Florida Statutes, or as otherwise provided by law.
C. Sharp Performance shall 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 Sharp Performance does not
transfer the records to Customer.
D. Upon written request, Sharp Performance shall, upon completion of the contract, transfer, at
no cost, to the Customer all public records in possession of Sharp Performance or keep and maintain
public records required by Customer to perform the service. If Sharp Performance transfers all public
records to Customer upon completion of the contract, upon written request, Sharp Performance shall
destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If Sharp Performance keeps and maintains public records upon completion of
the contract, Sharp Performance shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided by Sharp Performance to Customer, upon written request
from Customer in a format that is compatible with the information technology systems of Customer.
Notwithstanding the above, neither party shall be required to erase, delete, alter or destroy back-up
media made in the ordinary course of business.
IF SHARP PERFORMANCE HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO SHARP PERFORMANCE'S DUTY TO PROVIDE
Page 10 of 14
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTOMER'S
CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net, 18070 Collins
Avenue, 4th Floor, Sunny Isles Beach, Florida 33160.
14. NOTICES. All notices, consents, and other communications between the Parties under
or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed
according to information provided on an Order Form. All notices, consents and other communications
between the parties under a Statement of Services will be sent to the recipient's address specified thereon.
All communications will be deemed to have been received on the date actually received. Either Party
may change its address for notices by giving written notice of the new address to the other party in
accordance with this Section.
15. FORCE MAJEURE. Sharp Performance is not responsible nor liable for any delays or
failures in performance from any cause beyond its control, including, but not limited to acts of God,
changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology
providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of
hackers, internet service providers or any other third party or acts or omissions of the
Department/Customer or any Authorized User.
16. ASSIGNMENT. Neither party may assign this Agreement to any third party without the
prior written consent of the other; provided that no consent is required in connection with an assignment
to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar
transaction. For the avoidance of doubt, a third -party technology provider that provides features or
functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement.
This Agreement is binding upon and insures to the benefit of the Parties and their respective permitted
successors and assigns.
19. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135,
contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that
is engaged in the boycott of Israel is prohibited. Sharp Performance herein certifies, under penalty of
perjury, that Sharp Performance is not participating in a boycott of Israel. Any contract for goods or
services of One Million Dollars ($1,000,000) or more shall be terminated at the Customer's option if it
is discovered that the entity submitted false documents of certification, is listed on the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran
Terrorism Sectors List, created pursuant to Florida Statute, Section 215.473, or has been engaged in
business operations in Cuba or Syria after July 1, 2018.
Any contract entered into or renewed after July 1, 2018 shall be terminated at Customer's option if
Sharp Performance is listed on the Scrutinized Companies that Boycott Israel List or engaged in the
boycott of Israel. Sharp Performance must submit the certification that is attached to this agreement as
Attachment "A."
Page 11 of 14
�J
Submitting a false certification shall be deemed a material breach of contract. Customer shall provide
notice, in writing, to Sharp Performance of Customer's determination concerning the false certification.
SHARP shall have ninety (90) days following receipt of the notice to respond in writing and
demonstrate that the determination was in error. If Sharp Performance does not demonstrate that
Customer's determination of false certification was made in error, then Customer shall have the right
to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135.
20. E-VERIFY. Florida Statute 448.095 directs all public employers, including municipal
governments, to verify the employment eligibility of all new public employees through the U.S.
Department of Homeland Security's E-Verify System, and further provides that a public employer may
not enter into a contract unless each parry to the contract registers with and uses the E-Verify system.
Florida Statute 448.095 further provides that if Sharp Performance enters into a contract with a
subcontractor, the subcontractor must provide Sharp Performance with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance
with Florida Statute 448.095, Sharp Performance is required to verify employee eligibility using the E-
Verify system for all existing and new employees hired by Sharp Performance during the contract term.
Further, Sharp Performance must also require and maintain the statutorily required affidavit of its
subcontractors. It is the responsibility of Sharp Performance to ensure compliance with E-Verify
requirements (as applicable). To enroll in E-Verify, employer should visit the E-Verify website
(https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. Sharp
Performance must retain the 1-9 Forms for inspection, and provide the attached E-Verify Affidavit,
attached hereto as Attachment `B."
21. HUMAN TRAFFICKING. Pursuant to Section 787.06, Florida Statutes, entitled "Human
Trafficking," a governmental entity cannot execute, renew, or extend a contract with a nongovernmental
entity that uses coercion for labor or services, as defined in Section 786.06(2), Florida Statutes. Sharp
Performance must submit the affidavit that is attached to this agreement as Attachment "C," signed by
an officer or an authorized representative of Sharp Performance, under penalty of perjury, attesting that
Sharp Performance does not use coercion for labor or services as defined in Section 786.06(2), Florida
Statutes. Submitting a false certification shall be deemed a material breach of contract.
17. GENERAL PROVISIONS. If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary
so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement,
together with Statement of Services entered into hereunder and all exhibits, schedules, annexes, and
addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the
parties and supersedes and cancels all previous written and oral agreements, communications and other
understandings relating to the subject matter of this Agreement. All waivers and modifications must be
in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint
venture, or employment is created as a result of this Agreement, and neither party has authority of any
kind to bind the other parry in any respect whatsoever. In the event of a conflict between this Agreement
and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly
indicated in this Agreement or such Statement of Services. The heading references herein are for
convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.
Page 12 of 14
Lw�
Unless otherwise indicated to the contrary herein by the context or use thereof. (i) the words "hereof,"
"hereby," "herein," "hereto," and "hereunder" and words of similar import shall refer to this Agreement
as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words "include,"
"includes" or "including" are deemed to be followed by the words "without limitation;" (iii) references
to a "Section" or "Exhibit" are references to a section of, or exhibit to this Agreement; and (iv) derivative
forms of defined terms will have correlative meanings. This Agreement may be executed in counterparts,
each of which is deemed an original, but all of which together are deemed to be one and the same
agreement.
Page 13 of 14
G
IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the day and year first
written above.
SHARP PERFORMANCE, INC.
By:
Benjamin Curley, CEO/ President
STATE OF c�ii rnia
COUNTY OF.
The foregoing instrument was acknowledged before me by means ofJO physical presence or ❑
online notarization, this day of W ber�,Ty as Authorized Agent of Sharp Performance,
Inc.. Z-7+h o� �eaar uo.�y Zoo
(SEAL) Notary Public, State of Florida (Signature of Notary Public)
(Print, Type, or Stamp Commissioned
Name of Notary Public)
Personally Known or
Produced Identification _ G� *See attached rficate
Type of Identification Produced: `";•"
Sunny Isles Beach, Florida
Stan Morris, City Manager
APPROVED AS TO FORM AND
LEGAL UFFI ENCY
By:
Alain E. Boileau for Nabors, Giblin & Nickerson, P.A.
Page 14 of 14
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On before me, Emily E. Sanchez, Notary Public
r (Here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to-bl? the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal. EMILY E. SANCHEZ
" Notary Public - California
San Diego County
i (Notary Seal) Commission N 2540683
Signature of Public u,o• My Comm. Expires Jan 4, 2030
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
(Title or description ofaffached document continued)
Number of Pages 4 Document Date_
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
❑ Attorney -in -Fact
❑ Trustee(s
WVOther
INSTRUCTIONS FOR COMPLETING MS FORM
Any acknowledgment completed in California must contain verbiage exactly as
appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California In such instances, any alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in .
California (i.e. certifying the authorized capacity of the signer). Please check the
document carefully for proper notarial wording and attach this form if required
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which —
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
he/shelthey;- is /are) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk
i Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document -
Indicate title or type of attached document, number of pages and date.
} Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
2009 Version CAPA v12.10,07 800-873-9865 www.NotaryClasses.com
ATTACHMENT A
yVNNY �Sf
O` A�
1
�� In
V: I
CONTRACTOR ANTI -BOYCOTT CERTIFICATION
[PURSUANT TO FLORIDA STATUTE § 287.1351
I, Benjamin Curley , on behalf of Sharp Performance
Print Name Company Name
certifies that Sharp Performance does not:
Company Name
1. Participate in a boycott of Israel; and
2. Is not on the Scrutinized Companies that Boycott Israel list; and
3. Is not on the Scrutinized Companies with Activities in Sudan List; and
4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism
Sectors List; and
5. Has not engaged in business operations in Cuba or Syria.
Signature
CEO/ Co -Founder
Title
Z /Z7/ZnL6
ATTACHMENT B
Florida Statute 448.095 directs all public employers, including municipal governments, to verify the
employment eligibility of all new public employees through the U.S. Department of Homeland Security's E-
Verify System, and further provides that a public employer may not enter into a contract unless each party
to the contract registers with and uses the E-Verify system.
Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the
subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ,
contract with, or subcontract with an unauthorized alien.
In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles
Beach are required to verify employee eligibility using the E-Verify system for all existing and new
employees hired by the contractor during .the contract term. Further, the contractor must also require and
maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to
ensure compliance with E-Verify requirements (as applicable). To enroll in E-Verify, employers should visit
the E-Verify website (https://www.e-verify.gov/emplovers/enrolling-in-e-verify) and follow the
instructions. The contractor must, as usual, retain the 1-9 Forms for inspection.
By affixing your signature below you hereby affirm that you will comply with E-Verify requirements.
Sharp Performance
Company Name
Z".,
Offeror Signature
Benjamin Curley
Print Name
32-0682543
Federal Employer Identification Number (FEIN)
Swam to and subscribed before me on this this day of
By
D Is personally known to me
O Has produced identification (type of identification produced:
Signature of Notary Public
Print or Stamp of Notary Public Expiration Date
-)-/� 7 %)- 0- G
Date
CEO/Co-Founder
Title
2023.
9te d ftehed ceffl ate *
CALIFORNIA
JURAT CERTIFICATE
A Notary Public or other officer completing this certificate verifies only the .identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of �c
Subscribed and sworn to (or affirmed) before me on this 2T-day of VP ),2C i Unj
2026,by ?t1 W,!YY- 0 ,iAICIElA
proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
WITNESS MY HAND AND OFFICIAL SEAL. EMILY E. SA14CHEZ
90MV
Notary Public - California
San Diego County
Commission # 2540683
Comm. Expires Jan 4, 2030
Signatur o Public°Y)
OPTIONAL INFORMATION
77te jurat contained within this document is in accordance with California haw. Any affrdaoit subscribed and sworn to before a notary shall use
the preceding wording or substantially simflarwording pursuant to Civil Code sections 1189 and 8202. A jurat certificate cannot be a ffaed
to a document sent by mail or otherwise delivered to a notarypublic, including electronic means, whereby the signer did not
personally appear before the notary public, even if the signer is known by the notary public. The seal and signature cannot be
affixed to a document without the correct notarial wording. As an additional option an affiant can produce an affidavit on the
same document as the notarial certificate wording to eliminate the use of additional documentation.
DESCRIPTION OF ATTACHED DOCUMENT
F-11 ciC., A, l&
(Tit e o document)
Number of Pages (Includingjurat)
Document Date
(Additional Information)
510.409.1334
.com
CAPACITY CLAIMED BY THE SIGNER
Individual
Corporate Officer
Partner
Attorney -In -Fact
Trustee �`'� p _
Other. � �, 4 %'t[y'`,.�
Q�` 4JNNY./SC�tO
ATTACHMENT C
u x
FLO
I t°~'H° Affidavit of Compliance with Anti -Human Trafficking Laws
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach. FL 33160
Telephone: (305) 947-0606
The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of
perjury, as follows:
1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida
Statutes. (Source: § 787.06 (13), Florida Statutes - Human Trafficking).
2. The undersigned is authorized to execute this affidavit on behalf of Entity.
Date: � / � 7 , 2026
Entity: Sharp Performance
STATE OF
COUNTY OF
Signed: Wx�
Name: Benjamin Curley
Title: CEO/Co-Founder
The foregoing instrument was acknowledged before me, by means of ® physical presence or ❑
online notarization, this 2::4h day of fie. m-xi wy-,t 20 7-6, by
C^,tirkp l % as for
---1 , who is personally known to
me or who has produced C :.j C 1 ,Pn�P_ as identification.
Notary Public Signature:
Print Name:
State of Flerida at Large (Seal)
My commission expires: n 1 1 4 i 20-4n
9° "
EMILY E.SANCHEZ
Notary Public - California
San Diego County
Commission # 2540683
My Comm. Expires Jan 4, 2030
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of San Diego
On T-� 2d 26 before me, Emily E. Sanchez, Notary Public
(Here insert name and title of the officer)
personally appeared tLjP,. \ 1 &�;0 Cii.C_ke_,A
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
Signature otary Public
WITNESS my hand and official seal.
I
ADDITIONAL OPTIONAL INFORMATION
D/E�SCRIPTION OF TH``E ATT(A1CH�ED DOCUMENT
(Title or description of attached doc_umenl) !9f
(Title or description of attached document continued)
Number of Pages 2 Document Date '2�
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
El Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
❑ Attorney -in -Fact
❑ Trustee(s �t
O.-Other t[ ),0 t-n Pr
Notary Public •California
�EMiLY E. SANCHQ
J �
u San Diego County
(Notary Seal) � ` `
WCommission It Z5g0683
W. MY Comm. Expires Jan 4, 2030
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly as
appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California. In such instances, any alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in
California (i.e. certifying the authorized capacity of the signer). Please check the
document carefully for proper notarial wording and attach thisform if required.
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural fors by crossing off incorrect forms (i.e.
helshe/they,— is /aFe ) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment for.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
te Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
2008 Version CAPA 02.10.07 800-873-9865 www.NotaryClasses.com
I=k SHARP
it.1 PERFORMANCE
Sharp Performance's product being offered to the personnel listed below include subscription services, professional services, unlimited access
to Sharp coaches and chaplains, Sharp self -paced exercises and training, and partnership with Sharp to develop a customized resource
directory.
Products & Services
Personnel
Sworn Users
Authorized Users Price Per User
69 $500.00 /year
Civilian Users 12 $500.00/yea r
Total
$20,700.00 /year
after 40% discount
for 3 years
$0.00 / yea r
after 100% discount
for 3 years
Users 2 $500.00/year $0.00/year
after 100% discount
for 3 years
Total Annual Cost $20,700.00
Total Contract Value $62,100.00
� SHARP
�J PERFORMANCE
To whom it may concern:
Sole Source Justification
Please accept this letter as information that Sharp Performance, Inc. is the provider of the Sharp
Performance Mobile App, which provides a cognitive performance coaching platform that stands
alone in its capacity to serve high -risk professionals, particularly in law enforcement. With a
proprietary approach that seamlessly integrates preventative coaching with reactive resources
on a single platform, Sharp Performance offers an indispensable solution for enhancing mental
wellness and operational readiness in high-pressure environments.
The Sharp Performance Mobile App is currently the only commercially available cognitive
performance platform specifically targeting law enforcement and high -risk professionals that
provides coaching, training and customized resource management in a single application.
Unique and Proprietary Service Offering
Sharp Performance's platform is underpinned by specialized training protocols developed in
conjunction with the U.S. Military's Special Operations teams. Specifically, Sharp Performance's
team includes the cognitive performance coaches that designed and implemented the cognitive
performance curriculum for U.S. Special Operations. These methodologies have demonstrated
significant improvements in focus, stress endurance, and psychological flexibility, attributes not
replicated by any other product in the market. The Sharp Performance Mobile App's content and
methodologies are copyrighted and are not available in any other product on the market. The
tailored and adaptive training regimens are informed by evidence -based practices and are
uniquely designed to meet the nuanced needs of high -risk professions.
Specialized Expertise and Branding
Drawing upon the experience of military special operations veterans and performance coaches,
Sharp Performance employs a destigmatized approach to mental wellness that resonates with
law enforcement personnel. Our platform is recognized within the industry for its ability to attract
and effectively engage officers in a preventative manner, fostering a culture where seeking
wellness support is normalized and encouraged.
Preventative Performance Coaching
Sharp Performance provides customers access to its own performance coaches and chaplains.
All coaches have experience working with high -risk professionals, and Sharp Performance's
proprietary methods for identifying, vetting, and training its performance coaches and chaplains
to work specifically with law enforcement officers are unlike any other platform on the market.
Sharp Performance's head coaches were previously in charge of performance coaching for the
Joint Special Operations Command (JSOC) and US Army Special Forces, where they oversaw
the extraordinary cultural change to destigmatize mental wellness. These same methods have
been adapted and made exclusive to Sharp Performance so that we, along with our coaches,
� SHARP Sole Source Justification
iJ PERFORMANCE
may assist each agency and the law enforcement community as a whole destigmatize mental
wellness and decrease stress -related ailments across the force.
Comprehensive and Centralized Resource Directory
Sharp Performance works closely with each agency to build a customized resource directory
that consolidates a wealth of resources both unique to each agency and exclusive to Sharp
Performance customers. These include, but are not limited to, existing health and wellness
resources and services provided by the agency, chaplains, health incentives, national hotlines,
as well as commercial partnerships exclusive to Sharp Performance. This centralized approach
simplifies the process of seeking help and ensures timely interventions. Sharp Performance's
software and methods are proprietary to Sharp Performance, Inc. and are designed to integrate
both the organization's internal resources and external resources, including those provided by
Sharp Performance, into a customized resource directory. This seamless integration enhances
the coaching and training experience delivered through the Sharp Performance Mobile App.
Evidence of Impact and Efficiency
Endorsements from law enforcement leaders underscore the transformative impact of Sharp
Performance on organizational culture and individual well-being. Our analytics dashboard allows
administrators to effectively report on platform utilization and departmental wellness trends to
tailor interventions and proactively address the mental wellness needs of their teams.
Conclusion
In conclusion, Sharp Performance's comprehensive suite of solutions, proprietary training
content, and demonstrated impact on high -risk professionals' mental wellness establish the
platform as a sole source provider. We believe no other product in the market can match our
proprietary platform and specific utility. We appreciate your consideration of Sharp Performance
as the sole source for this vital service. Should you require further information or wish to discuss
this justification in detail, please do not hesitate to contact us.
Sincerely,
Benjamin Curley
President / CEO
Sharp Performance, Inc.
2659 State Street #100
Carlsbad, CA 92008
Phone: 516-297-0132
ben @s harpperforma nce.tech
C,rk 4F5014� a
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO: Honorable Mayor and City Commissioners
VIA: Stan Morris, City Manager
FROM: Edward Santiago, Chief of Police
DATE: February 19, 2026
RE: Approval of an Agreement with Sharp Performance Inc. for the Purchase of
Mental Performance Coaching Subscriptions
RECOMMENDATION:
Staff recommends approval of this resolution.
REASONS:
The Police Department is requesting approval to purchase a subscription -based mental performance
coaching program from Sharp Performance as a sole source vendor. Sharp Performance has provided
the Procurement Department a sole source letter confirming that their platform is uniquely designed for
public safety and high -risk professionals. The total cost of this procurement will not exceed $62,100 for a
three-year term, with an annual cost of $20,700. The first year will be funded using DOJ Forfeiture
Funds, and subsequent years will be budgeted in the department's operating funds.
This mobile app-based program provides 24-hour access to peers, coaches, and chaplains, along with
self -paced exercises and customized resources. Prioritizing the mental health of our first responders and
support staff is critical to maintaining effectiveness and delivering high -quality service to the
community. This investment will strengthen officer and support staff wellness, resilience, and
operational readiness.
Item Number: 9.1)
640
FUNDING SOURCE:
Funds are available in account no. 600-3-5210-434055-99504. (1st year subscription)
Funds are available in account no. 001-3-5210-434055-00000. (2nd and 3rd year subscription)
ATTACHMENTS:
Resolution
Agreement - Sharp Performance
Item Number: 9.13
641