Reso 2026-3965 - Laserfiche WebLink

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ikl 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), Page 1 of 14