Amendment No. 1 to the Agreement with Enerfund LLC and Playsight Interactive USA Inc Zo z i -3 Lsed
DocuSign Envelope ID:07718FED-B9A0-40CD-A67F-6D8F46EB169E
AMENDMENT NO. 1 TO AGREEMENT
AMONG
THE CITY OF MIAMI BEACH, FLORIDA
AND
ENERFUND LLC
AND
PLAYSIGHT INTERATIVE USA INC
THIS AMENDMENT NO. 1 (the "Amendment") to the Agreement, dated September 8,
2020(the"Agreement"), is entered into among the CITY OF MIAMI BEACH, FLORIDA, a Florida
municipal corporation (the "City" or assignee "Customer"), having its principal office at 1700
Convention Center Drive, Miami Beach, Florida 33139, ENERFUND, LLC, a Florida limited
liability company ("Enerfund" or assignor "Customer"), having its principal office at 5972 NE 4th
Avenue, Miami, Florida 33139, and PLAYSIGHT INTERACTIVE USA INC, a Delaware
corporation ("PlaySight"), having its principal office at 24 West Railroad Avenue, Suite 421,
Tenafly, NJ 07670 (each party shall be referred to a "party" and collectively as the "parties"), is
entered into this 4 day of May , 2021 ("Effective Date").
WITNESSETH:
WHEREAS, on September 8, 2020, Enerfund and PlaySight executed an agreement(Ref
PS-ENE-09-02-20) for the purchase of SmartCourts licenses to use certain PlaySight camera
system, software, and software maintenance for three (3)years, including Installation, in the total
amount of $18,000.00 (collectively, the PlaySight system"), a copy of the Agreement is
incorporated herein by reference and attached hereto as Exhibit"A"; and
WHEREAS, the PlaySight system has been paid in full by Enerfund; and
WHEREAS, at the February 10, 2021 City Commission meeting, the Mayor and City
Commission adopted Resolution No. 2021-31580, authorizing the City Manager to accept this
PlaySight system from Mr. Zoi, through his company, Enerfund LLC; and
WHEREAS, an Amendment to the Agreement is necessary in order to transfer the rights
and responsibilities under the Agreement from Enerfund to the City, as the"Customer" under the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, agreement,
terms, and conditions herein contained, and other good and valuable consideration, the
sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows:
1. ABOVE RECITALS
The above recitals are true and correct and are incorporated as part of this Amendment.
2. MODIFICATIONS
a. All rights and responsibilities of Enerfund under the Agreement as Customer are hereby
assigned to the City; therefore, upon execution of this Amendment by all the undersigned
parties, all references to "Customer" shall refer to the City.
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b. PlaySight warrants and represents that the value of the PlaySight system, in the event of
damage to the system, for which PlaySight is not responsible, as described in Section 5.4
of the Agreement, shall no event exceed $10,000.00.
c. Subsequent to the execution of this Amendment, the City intends to install the PlaySight
system and upon PlaySight installing the PlaySight system, pursuant to the terms of the
Agreement, the three(3)year term of the Agreement, including the software maintenance
term, shall commence.
d. This Amendment incorporates by reference, as if more fully set forth herein, the terms and
conditions of the City of Miami Beach Addendum — General, attached hereto as Exhibit
"B„
3. RATIFICATION
The undersigned parties acknowledge that the Agreement,as modified by this Amendment(which
incorporates Exhibit"B" hereto) shall constitute the entire agreement of the parties.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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DocuSign Envelope ID:07718FED-B9A0-40CD-A67F-6D8F46EB169E
IN WITNESS WHEREOF, the City, Enerfund, and PlaySight have executed this Amendment
No.1 to the Agreement as of the day and year first written above by their duly authorized
representatives.
ATTEST: CITY OF MIAMI BEACH
CDocuSigned by: DocuSigned by:
��, ,dad, �� Wat. 5/4/2021 I 7:44 PM EDT
74An5n14AnfC.4R5 7AVoEF3"013acE
Rafael E. Granado, City Clerk Alina T. Hudak, City Manager
5/6/2021 110:46 AM EDT
APPROVED AS TO
Date FORM & LANGUAGE
& FOR EXECUTION
1/002,1
City Attorney ton-- Dote
WITNESS: ENERFUND, LLC
DocuSigned by: (—DocuSigned by:
By: Qth r Ubr'Vu,J�t biLitn, NLI�t,
1664DB.. L.�Ol
�6D70 CF 75bcEPEA04z492.,.
E7 2
Artur vorojeykin Mike Zoi
Print Name Print Name
4/28/2021 111:35 AM PDT
Date
WITNESS: PLAYSIGHT INTERATIVE USA INC
CDocuSi ned by: DocuSigned by:
B :
[Seattl .
Y IIucu9 i fa,.o uBF..• 8Gd518AZA03B420...
chen shachar Scott McMeekin
Print Name Print Name
5/4/2021 11:52 AM EDT
Date
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DocuSign Envelope ID:07718FED-B9A0-40CD-A67F-6D8F46EB169E
EXHIBIT "A"
PLAYSIGHT AGREEMENT
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Moysight
PLAYSIGHT SMART COURT
AGREEMENT
WITH ENERFUND LLC
Ref PS-ENE-09-02-20
Offer Valid Through 09-30-20
•
COMMERCIAL IN CONFIDENCE
"THIS DOCUMENT IS PROVIDED PERSONALLY TO ITS DIRECT RECIPIENT,CONTAINS PROPRIETARY INFORMATION WHICH IS THE SOLE
PROPERTY OF PLAYSIGHT INTERACTIVE LTD.AND MAY NOT BE REPRODUCED,COPIED,USED,DISCLOSED OR UTILIZED IN ANY WAY,IN
WHOLE OR IN PART,WITHOUT THE PRIOR WRITTEN CONSENT OF PLAYSIGHT INTERACTIVE LTD.ALL DATA INCLUDED IN THIS DOCUMENT
ARE SUBJECT TO THIS RESTRICTION.NOTHING STATED HEREIN SHALL BE DEEMED TO BE AN OFFER TO THE PUBLIC UNDER THE ISRAELI
SECURITIES LAW,1968 OR ANY OTHER APPLICABLE LEGISLATION IN ANY JURISDICTION.
NOTHING IN THIS DOCUMENT SHALL BE DEEMED A WARRANTY OR REPRESENTATION.ALL FORWARD-LOOKING STATEMENTS,FORECASTS
AND PROJECTIONS CONTAINED HEREIN ARE SOLELY BASED ON THE ESTIMATES, ASSUMPTIONS AND BEST UNDERSTANDING OF
PLAYSIGHT INTERACTIVE LTD AND ACTUAL RESULTS MAY MATERIALLY DIFFER."
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
www.pfaysight.com•Version 4.0 May 2020
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pl®ySight
AGREEMENT
THIS AGREEMENT is entered into effect on 9/8/20 (the"Agreement")between PlaySight Interactive
USA Inc,EIN 38-3926287 organized under the laws of the State of Delaware with its offices located at 24 West
Railroad Ave,Suite 421,Tenafly, NJ,07670 USA("PlaySight"), and Enerfund LLC an organization listed under
the laws of Florida , with its offices located at 5972.NE 4th.Avenue I Miami I FL 33137 USA and
Tax ID 20-4535236 (the"Customer")The parties to this Agreement will herein collectively be referred
to as the"Parties"and individually as a"Party".
RECITALS
WHEREAS PlaySight has developed unique systems for training, debriefing, live streaming, video
replay, and performance analysis for sports, and such systems shall be installed as
PlaySightTM SmartCourtsTM in sports facilities such as federations, academies, colleges,
schools and clubs("SmartCourts")
WHEREAS Customer wishes to purchase such SmartCourt/s from PlaySight, under the terms of this
Agreement;
NOW,THEREFORE,the Parties hereby agree as follows
1 SCOPE OF SUPPLY
1.1 3-year service
1.2 1 PlaySightTM SmartCourt/s PLAY with 2 fixed Full HD camera
1.3 2 Additional Cameras of Full HD cameras
Price for the three(3)years term:
- $18,000
- (50%on signature and 50%on delivery)
- Shipping and Tax not included
2 SYSTEM SERVICES
2.1 The service includes:
2.1.1 PlaySight SmartCourt license and software upgrades
2.1.2 Unlimited usage of the SmartCourt
2.1.3 Remote support and ongoing account management
2.1.4 PlaySight Application and website,online administration page, and PlaySight Sports Network(the
"PSSN")
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
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2.1.5 SmartCourt facility video storage in the cloud (according to the relevant cloud storage plan)
2.2 The Service does not include:
2.2.1 Power and internet,including ongoing cost of power supply, and Internet.
2.2.2 Network cables
2.2.3 Installation of the PlaySight equipment and the required infrastructure
2.2.4 A licensed electrician to approve the power supply for the server and switch
2.2.5 Tablets,TV monitors,or other mobile devices
2.2.6 Managing and executing push points and the broadcast center
2.2.7 Design or integration of a website for live streaming outside of the PlaySight Sports Network(PSSN)
3 PAYMENT TERMS
3.1 The Customer shall pay 50% of year one fee upon Agreement signature, and 50% upon receipt of the
goods. Payments shall be paid within seven (7)days from the invoice due date.
3.2 Shipment of the goods will be executed only upon the payment of the first one-time fee of 50%.
3.3 All payments will be made either by check or wire transfer. Any other payment method should be
approved in writing by PlaySight.
3.4 Payments are excluding any applicable direct or indirect taxes such as VAT, sales tax, use tax, custom
fee,etc.
3.5 PlaySight may assign the rights(but not the obligations)under this Agreement to any of its affiliates,by
instructing the Customer to make payments under this Agreement to any affiliate of PlaySight.
4 SHIPMENT AND INSTALLATION
4.1 PlaySight shall provide the Customer with the required specifications, pre-requisites, and installation
guides that are required in order to install the equipment(the"Installation").
4.2 PlaySight shall ship the equipment to the Customer's specified address. In case the Customer does not
accept the shipment for any reason—the Customer will be responsible to either pay the ongoing fees
for the storage of the Shipment and/or for the return shipment in case the acceptance is rejected.
4.3 PlaySight shall provide remote support during the installation process. The Customer shall notify
PlaySight of the installation plan at least one(1)week in advance to allow the PlaySight support to plan
the support personnel and schedule.
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
www.playsight.com• Version 4.0 May 2020
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ply sight
4.4 The Equipment of the SmartCourt PLAY is comprised of the following: (a)Cameras; (b)PC(c)switch (d)
Microphone; (e) QR sign, if needed; and (f) any other equipment required for the Installation
(collectively the"Play Equipment").
4.5 The Installation procedure, camera position and mounting, and cabling must be according to the
{ PlaySight documentation.The Installation of the cables and power will be according to the local industry
standards. Failure to meet PlaySight's installation requirements nullifies the PlaySight Warranty and
may result in an un operational system.
4.6 The Equipment shipment shall be delivered to the Customer within 45 days of the date the first payment
is made. If necessary, PlaySight may change the delivery date and will coordinate in advance such
change in the delivery schedule with the Customer.
4.7 The Customer shall dispose and cover the disposal costs of all packaging and shipment materials,
according to the local applicable laws.
4.8 In the event PlaySight realizes that the Installation at the Customer's facility is not feasible, for any
reason,PlaySight will return any payment made by the Customer minus any loss incurred by PlaySight,
the Customer will ship all items back to PlaySight on Customer expense, and the Parties will have no
additional obligations and/or claims against each other.
5 OWNERSIP WARRANTY AND SUPPORT
5.1 PlaySight shall be the owner of the Play Equipment during the Agreement.The Play Equipment shall be
under the PlaySight warranty throughout the Initial Term.
5.2 PlaySight shall provide remote support during the Initial Term (and any extension) of this Agreement. •
All Support issues shall be reported by the Customer to support@playsight.com.
5.3 In case of a failure with the Play Equipment during the Warranty period the customer shall advise
PlaySight of such failure. If the faulty hardware requires a replacement, PlaySight shall ship a
replacement part to the Customer, and the Customer will be responsible to replace the faulty part in
the system with the remote assistance of the PlaySight Support.
5.4 PlaySight shall not cover any damage caused to the Play Equipment and any of its components or
peripherals during the Installation process and afterwards, by means of improper installation, theft,
vandalism, fire, improper handling, improper usage, moving the hardware without PlaySight's
permission and support, installing in an unauthorized location, exposure to toxic materials, electrical
power and lightening surges, power fluctuations that cause equipment damage,earthquakes,storms,
building collapses,strong winds,flying debris and any other force majeure events.It is strongly advised
to install a UPS on power lines and professional surge protection in areas that have risk of such events.
In these cases,the Customer shall be responsible to pay PlaySight for the new replacement of hardware.
5.5 In case of theft or damage to the Equipment beyond natural wear and tear, the Customer is fully
responsible for such damages,and damaged hardware is not covered by the PlaySight Warranty.
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
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playsight
5.6 The Customer is responsible to disconnect the power to the equipment before power downs are
expected due to storms or construction is planned. The Customer shall exercise all reasonable degree
of care regarding the SmartCourt hardware.
6 INSURANCE
6.1 The Customer is in charge and liable for the Play Equipment from the time the equipment is delivered
to the Customer.
6.2 PlaySight is hereby advising the Customer that at all times during the term of this Agreement, the
Customer shall procure and maintain a property insurance to cover the Play Equipment against "all
risks" including theft, natural perils, and off time contingencies due to the system not being able to
operate.
7 INTELLECTUAL PROPERTY
7.1 PlaySight Interactive Ltd. owns all the technology, algorithms, patents, and patent applications,
trademarks and trademark applications,service marks,trade names,copyrights,trade secrets,licenses,
domain names,mask works,information and all proprietary rights and processes of PlaySight TM Smart
Courts(collectively the"Intellectual Property").
7.2 The Customer hereby agrees not to license, sell or otherwise transfer, copy or reverse engineer the
Smart Court and any Intellectual Property rights to any third parties unless specifically authorized in
writing by PlaySight.The Customer also agrees not to modify the Smart Courts and Installation in any
way without a prior written consent of PlaySight.
7.3 All information generated by the Smart Court("PlaySight Database")shall be managed by PlaySight and
shall be used by the Users under the Privacy Policy(as defined below).
8 PRIVACY POLICY
8.1 PlaySight users initially register for free at PlaySight's website,App,or kiosk and become PlaySight users
(the"Users"). By registering,the Users shall give their consent in accordance with PlaySight's applicable
privacy policy("Privacy Policy")and terms of use ("Terms of Use"),as provided at www.PlaySight.com.
8.2 PlaySight will not sell,rent or otherwise provide any of the User's personal information to any third party
without the User's specific written consent.
8.3 Personal information of the Users will be kept on a secured server in accordance with the industry
relevant standards.
8.4 The Customer is responsible to inform any person on the SmartCourt, and to obtain their consent for
recording and streaming of live video. PlaySight assumes no responsibility for any person(s) who were
recorded by the SmartCourt, PlaySight's mobile app (or by any other device) and their video was
streamed or presented at PlaySight's website or mobile app without their consent and/or without them
being informed by the Customer. It is further agreed that PlaySight only provides the infrastructure to
the Customer for recording and live streaming, but PlaySight does not inspect the content that is
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
www.playsight.com • Version 4.0 May 2020
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aysight
recorded, therefore PlaySight assumes no responsibility for any recorded or streamed contents. The
Customer is further responsible to ensure that, before operating the live streaming at its premises, no
broadcasting rights or any other rights are violated. PlaySight assumes no responsibility for any rights
violated during the live streaming from the Customer's Site.
8.5 The Customer hereby accepts and agrees to all the terms and conditions of PlaySight's Privacy Policy and
Terms of Use as provided at www.PlavSight.com
9 PLAYSIGHT PLATFORM
9.1 Joining PlaySight and opening an account at www.playsight.com or through the mobile app is free, and
is required by any user wishing to use the SmartCourt.
9.2 PlaySight shall provide the Customer with access to its platform by providing the Customer with an
administrative page that controls and manages the SmartCourt features.
9.3 PlaySight Live Streaming provides live video streaming with audio from the PlaySight SmartCourt.
PlaySight will provide an HD video stream from one camera per system to the PSSN on
www.playsight.com platform or the Customers website or as a link.
9.4 PlaySight provides video streaming through a dedicated Live Streaming provider. PlaySight can push a
video stream to a third-party streaming provider that the Customer chooses to use, as long as that
provider is compatible with PlaySight live streaming infrastructure formats and standards.If a third-party
streaming provider is used, PlaySight will have no responsibility,guarantee, or warranty for the third-
party streaming provider quality, contingencies, or ongoing performance. Any changes with' the
streaming destination,third party provider,or service specs,that requires PlaySight to make changes to
the software, or the PlaySight database and configuration will be invoiced to the Customer.
9.5 Videos stored in the PSSN cloud storage will be stored in immediate access storage for a period of 90
days. After 90 days they will be directed to a secured cold storage from which retrieval will take up to
24 hours from a request. Each retrieval will enable immediate access to the specific video for another
90 days.
9.6 The PSSN includes a monetization feature which includes a billing system for subscription and VOD
purchases.The monetization features will be turned on if included in the scope of supply in section 1.
10 STAFF TRAINING
10.1 PlaySight shall provide a single online training session to the Customer through a video conference. The
training will take place on a mutually agreed upon date and time.
10.2 Onsite training is available and if desired, associated charges are included in the scope of supply in
section 1.
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
www.plovsight.com•Version 4.0 May 2020
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F
11 TERMS AND CONDITIONS
11.1 The initial term of this Agreement shall be three (3)years from the date the SmartCourt equipment is
delivered (the "Initial Term"). The Initial Term may be extended by mutual agreement between the
Parties,or a new agreement shall be signed according to the terms that will be applicable at that time.
In the event no agreement was signed or cancelled by the Parties at the end of the Initial Term, this
Agreement will be automatically extended on an annual basis, under the same annual prices, which
were applicable on the date of such extension.
11.2 PlaySight may terminate the Agreement in the event the Customer does not transfer one or more
payments due under this Agreement within thirty (30) days from the invoice date, and PlaySight has
sent the Customer a written notice regarding such payment violation and no payment was made by the
Customer within seven (7) days from the date of such notice. Any unpaid balance will accrue an 8%
annual interest(calculated on a daily basis) until paid by the Customer in full.
11.3 When the Agreement is terminated, PlaySight will terminate all services of the SmartCourt/s and the
Customer is advised to remove all the relevant Equipment from the Customer's Site.
11.4 If there is a change in ownership in either one of the Parties, both Parties will keep their obligations
under this Agreement.
11.5 The Customer is responsible to clean the cameras and servers routinely and make sure the field of view
of the cameras is not blocked by spider webs, signs or other objects. Failing to do so will cause
maintenance issues that may cause system down time and loss of Warranty.
12 DISCLAIMERS AND LIMITATION OF LIABILITY
12.1 The aggregate liability of PlaySight under any applicable law and/or in connection with this Agreement
shall not exceed in any case the aggregate amount actually received by PlaySight from the Customer
pursuant to this Agreement. For the avoidance of doubt, PlaySight shall have no liability in connection
with any indirect,consequential,punitive and/or exemplary damages,including,without limitation,any
loss of profits, damages to reputation, privacy and/or loss of video and any other data of the Users.
13 GENERAL PROVISIONS
13.1 Dispute Resolution;This Agreement shall be governed by and construed in accordance with the laws of
the State of New York. Unless agreed by the Parties to resolve a specific dispute by relevant courts in
New York City, all disputes arising in connection with this Agreement shall be exclusively resolved by
arbitration.
13.2 Taxes;Each Party shall be responsible for its own tax liability under this Agreement,if applicable.
13.3 Amending the Agreement;This Agreement may be amended or modified in whole or in part only by a
written document to be executed by both Parties.
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
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13.4 Entire Understanding; This Agreement sets forth the entire understanding between the Parties and
supersedes in their entirety all prior contracts, agreements, e-mails, communications, discussions,
representations and warranties,whether oral or written, between the Parties.
13.5 Survival; Any provision of this Agreement,the performance of which requires that it be in effect after
the expiration and/or termination of this Agreement, shall survive such expiration and/or termination
shall remain operative and in full force and effect.
13.6 Severability; If any term or provision of this Agreement is found to be illegal or unenforceable, the
validity of the remainder will remain in full force and effect
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above
written.
PlaySight Interactive USA Inc. Enerfund LLC
September 8, 2020 112:34:39 PDT September 8, 2020 111:00:55 PDT
Date: Date: Do-•s,3,.ad�y
-DocuSigned by: AA,,'' 2/a�
Signature Scab Ma+.uk:�. Signature: 6o10E7CF21be4oB.,.
—8C3518A2A03B420... MIKE ZCI
Name: Scott McMeekin Name:
Title: VP Sales North America Title: Manager
September 8, 2020 I 13:49:31 PDT
Date:
.—DocuSigned by:
Signature:
'—06CBF8F E9156486...
Name: Yuval Bar Yosef
Title: CBDO
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PlaySight Interactive USA Inc,24 West Railroad Ave.Tenafly,NJ,07670
www.playsight.com•Version 4.0 May 2020
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EXHIBIT "B"
CITY OF MIAMI BEACH ADDENDUM—GENERAL
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CITY OF MIAMI BEACH ADDENDUM-GENERAL
1. Incorporation by Reference. The City of Miami Beach, Florida ("CITY") and the cancelled without giving CITY thirty (30)days'written notice prior to the effective date of
undersigned("Vendor")hereby incorporate this Addendum-General ("Addendum")into the cancellation.Timely renewal certificates will be provided to CITY as coverage renews.Vendor,
agreement between CITY and Vendor(the"Agreement").If this Addendum conflicts with the for and on behalf of itself and each of its insurers,hereby waives any and all rights of
Agreement terms,this Addendum shall control. subrogation against CITY for any loss or damage arising from any cause covered by any
2. Payment.Vendor shall submit bills for compensation for goods,services and/or expenses insurance required to be carried under the Agreement by any other insurance actually carried
in detail sufficient for a pre-and post-audit;invoice requirements will be specified by the CITY by Vendor.Vendor shall provide copies of any insurance policies upon request by CITY. If
department utilizing Vendor's services.if CITY does not issue payment within forty-five(45) the professional liability coverage is provided on a claims-made basis,then such insurance
days of receipt of a proper invoice,CITY may pay Vendor an interest penalty at the rate shall continue for three(3)years following the expiration or termination of the Agreement.The
established pursuant to§55.03(1),F.S.,if the interest exceeds one dollar.CITY's performance insurance shall have a retroactive date of placement by the effective date of the Agreement.
and obligation to pay is contingent upon an appropriation of funds;CITY will give notice to d. Third Parties.CITY is not liable for the acts of third parties or the consequences of the acts
Vendor of the non-availability of funds when CITY has knowledge thereof. CITY will be of third parties.There shall be no third party beneficiary to the Agreement.
responsible for paying only for any goods/services it receives; Vendor must refund any e. Governing Law.The Agreement is governed by the laws of the State of Florida,without
payment for goods/services that are unused upon the termination of the Agreement.CITY is a regards to its conflicts of law principles.Exclusive venue of any actions shall be in Miami-
tax immune sovereign and exempt from the payment of sales,use or excise taxes.Vendor is Dade County,Florida.CITY is entitled to the benefits of sovereign immunity.
responsible for and shall pay any taxes due under the Agreement. If Vendor is making any f. Travel Expenses. If CITY is responsible for reimbursing Vendor for travel expenses
payment to CITY,Vendor shall pay timely and not offset any amounts.CITY shall not make pursuant to the Agreement,bills shall be subject to,and shall be submitted by Vendor in
any deposits or prepay any amounts;any deposits are refundable. accordance with,§112.061,F.S.and CITY's Travel Policy. CITY reserves the right not
3. Relationship of the Parties.Each of the parties is an independent contractor and nothing to pay travel expenses unless CITY approves such expenses in advance,in writing.
in the Agreement shall designate any of the employees or agents of one party as employees or g. Lobbying. Vendor shall be solely responsible for its compliance with the lobbying
agents of the other.Vendor represents and warrants that it is not on the Convicted Vendor prohibitions set forth in Sections 2-487 and/or 2-488 of the City Code.
List(see§287.133,F.S.). Each party hereby assumes all risks attributable to the willful or h. Conflicts.Vendor represents thatitisfamiliar with,and shall be responsible for,compliance with
negligent acts or omissions of that party and its officers,employees,and agents thereof.Vendor the requirements of Chapter 112,Florida Statutes,and other laws and regulations concerning
also assumes such risk with respect to the willful or negligent acts or omissions of Vendor's conflicts of interests in dealing with public entities of the State of Florida.Violation of this
subcontractors or persons otherwise acting or engaged to act at the instance of Vendor in section shall be grounds for termination for cause of the Agreement
furtherance of fulfilling Vendor's obligations under the Agreement i. Renewal. Any automatic renewal provision is hereby deleted. In the event that the
4. Information.Vendor acknowledges that all documents,materials and information furnished Agreement is held over by the City beyond the initial term herein provided,it shall only be
to or learned by Vendor in connection with the Agreement(the"Information")are and shall from a month-to-month basis and shall not constitute an implied renewal of the Agreement.
remain at all times proprietary and the sole property of CITY. Vendor shall not disclose Said month-to-month extension shall be upon the same terms of the contract,including as
Information to third parties unless it obtains CITY's prior written consent.CITY is subject to to compensation and payment.
Chapter 119 of Florida Statutes, the Florida Public Records Law. The Agreement, this j. Termination,Upon giving at least thirty(30)days'written notice to Vendor, CITY may
Addendum and any related documents and/or correspondence shall also become a public terminate the Agreement,at any time,either for cause or for City's convenience,with no
record subject to the Public Records Law,regardless of any confidentiality provision outlined further obligation to Vendor,other than to pay for any goods received or services rendered
in the Agreement CITY may respond to public records requests without providing Vendor any in compliance with the Agreement prior to the effective date of termination.CITY shall not
notice, However, in the event CITY receives a request for Vendor's information,which is be liable for any early termination charges. In the event of termination for cause, City
exempt from disclosure pursuant to the Public Records Laws AND is clearly marked as reserves all rights available to it at law and in equity.
confidential,CITY will redact such information from release, unless otherwise authorized in k. Rerords. Vendor agrees to keep and maintain, separate and independent records, in
writing by Vendor.CITY may unilaterally cancel the Agreement for Vendor's refusal to allow accordance with generally accepted accounting principles, devoted exclusively to its
public access to public records related to the Agreement.Additionally,Vendor shall comply with obligations and activities under the Agreement. Such records(including books, ledgers,
all applicable requirements of the Public Records Laws,particularly if Vendor is a'Contractor" journals, and accounts)shall contain all entries reflecting the business operations under
as defined under§119.0701,F.S.This provision shall survive the expiration or termination the Agreement.CITY or its authorized agent shall have the right to audit and inspect such
of the Agreement. IF VENDOR HAS QUESTIONS REGARDING THE APPLICABILITY records from time to time during the term of the Agreement, upon reasonable notice to
OF CHAPTER 119 TO VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS, VEN- Vendor.
DOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 673.7411, I. Deletion.Any term and/or condition in the Agreement on the following subject matters are
RAFAELGRANADOta?MlAMIBEACHFL.GOV, OR BY MAIL AT 1700 CONVENTION hereby deleted in their entirety and declared null and void:(a)Grants of exclusivity by CITY
CENTER DR,MIAMI BEACH,FL 33139, to Vendor;(b)Restrictions on the hiring of Vendor's employees;(c)CITY's responsibility to
5. Indemnity. Nothing in the Agreement shall be construed as a waiver of sovereign pay intangible taxes,property taxes,or sales taxes;(d)CITY's tort liability;(e)Automatic
immunity nor as an indemnification of Vendor by CITY, and any clause in the renewals of the term of the Agreement;(f)Limitation of time to bring suit;(g)Limitation of
Agreement providing for City to indemnify Vendor is hereby deleted in its entirety Vendor's liability;(h)that CITY performs reporting functions and/or maintains certain types of
and/or null and void. operations(i) Granting Vendor any right to audit CITY;(j)Attorneys' or collection fees
6. Compliance.In its performance,Vendor shall,at its own expense,at all times in the term: provisions;(k)Arbitration and mediation clauses;and(I)Indemnification of Vendor by CITY.
a. Permits:have all applicable permits,licenses,consents,and approvals necessary; m.Assignment.Vendor shall not assign,transfer,delegate,subcontract,or otherwise dispose
b. General: comply with all applicable federal, state, local laws and other governmental of, whether voluntarily, involuntarily, or by operation of law, any right or obligation
requirements,including those of the CITY;and hereunder without the prior written consent of CITY,not to be unreasonably withheld.Any
c. Privacy:comply with all applicable state and federal laws and CITY policies and procedures such unapproved assignment subcontracting or transfer is void. No subcontracting or
governing the use and/or safe-keeping of confidential,highly sensitive,and/or personally delegation shall relieve Vendor of any obligation or liability under the Agreement.
identifiable or protected health information(as may be defined by state or federal law). 8. No counterparts;Signatures.The Agreement may not be executed in counterparts.It
Vendor shall obtain,in advance,all necessary permissions and consents required in regard may be signed electronically and such electronic signatures shall constitute an original for
to its collection and/or receipt of any such information. all purposes.The parties represent and warrant that any person signing the Agreement has the
7. General Provisions. authority to do so and that such signature shall be sufficient to bind Vendor.This Agreement
a. Warranties.Vendor,at a minimum,warrants that the IP,the goods,and/or services to be shall be considered signed if/when a party's signature is delivered by facsimile or e-mail
provided by Vendor will be free of any material defects and will operate and conform to transmission of a".pdf"format date file,including via DocuSign.Such signature via DocuSign
the specifications provided in all material aspects throughout the term of the Agreement shall be treated in all respects as having the same force and effect as an original signature.
This warranty shall be in addition to any warranties provided in the Agreement.
b. Publicity.Vendor shall not make any announcements relating to the Agreement,nor shall By signing below, Vendor's authorized representative agrees to incorporate this
Vendor use CITY's name,trademarks,logos or marks,without the prior written approval Addendum into the Agreement,and hereby executes this Addendum as of the date set
from CITY's Communications Department in each instance. forth below.
c. Insurance.CITY,as a public body corporate entity,warrants and represents that it is self- CITY;
funded for liability Insurance,with said protection being applicable to officers,employees,
servants, and agents while acting within the scope of their employment by CITY.Any By:
provision requiring CITY to provide or acquire insurance coverage other than such self-
Aline T.Hudak,City Manager
insurance shall not be effective.Vendor shall have and maintain the types and amounts of Date:
insurance that,at minimum,will cover Vendor's(or subcontractor's)exposure in performing Approved as to Form and Legal Sufficiency:
the Agreement and name CITY as additional insured and be primary and non-contributory City Attorney
on Vendor's policies(except for workers'compensation&professional liability).All policies VENDOR: PlavSight Interactive USA,Inc.
shall be in a form and with deductible limits reasonably satisfactory to CITY,'with insurance
companies reasonably approved by CITY and authorized to do business in the State of By.
Florida.Certificates of all insurance shall be deposited with CITY prior to the date of the Name:
Agreement.All insurance policies and certificates shall contain a provision that it will not be
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