Deckard Technologies Inc - FY2022-069 (Replaced by FY2022-074) MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (the "Agreement") is made and entered
into as of May 1, 2022 (the "Effective Date") by and between Deckard Technologies, Inc , a
Delaware corporation ("Deckard"), having its principal offices located at 1620 5th Avenue, Suite
400, San Diego, CA 92101 and the City of Rancho Palos Verdes, a California general law city
("Client"), having its principal offices at 30940 Hawthorne Blvd Rancho Palos Verdes, CA
90275-5391
RECITALS
WHEREAS, Deckard provides advanced data analytics and technology solutions for real
estate through its proprietary Rentalscape platform (the "Platform"),
WHEREAS, the Platform is designed to manage all aspects of short-term rental activity
including identification of rentals, monitoring rental activity, handling complaints, permitting, and
transient occupancy tax collection
WHEREAS, Client desires to engage Deckard to perform the services described in the
Statement of Work (SOW) attached to this Agreement in accordance with the terms and
conditions hereof,
NOW THEREFORE, the parties hereby agree as follows
1 Statements of Work
1 1 Client hereby retains Deckard and Deckard hereby agrees to use the Platform to
perform certain data analytics services (the "Services"), which shall be specified in writing in
statement(s) of work executed by the parties hereto (each an "SOW') The SOW for the initial
Services to be performed by Deckard is attached hereto as Exhibit A, and incorporated herein
by reference Each subsequent SOW shall be signed by both parties and shall set forth, upon
terms mutually agreeable to the parties, the specific Services to be performed by Deckard, the
time line and schedule for the performance of such Services and the compensation to be paid
by Client to Deckard for the provision of such Services, as well as any other relevant terms and
conditions If an SOW includes the development of specific work product, the specifications of
such work product shall be set forth on the relevant SOW The parties shall attach a copy of
each Statement of Work to this Agreement and each such SOW shall be incorporated herein by
reference Any changes to an SOW shall be in writing, executed by each party (each a "Change
Order"), attached to the original SOW and incorporated therein and attached hereto as part of
Exhibit A All such executed SOWs and Change Orders are subject to the terms and conditions
of this Agreement, are incorporated herein, and made a part hereof In the event of any conflict
between the terms of this Agreement and any SOW or Change Order the terms of this
Agreement shall control
1 2 Deckard agrees to apply Deckard's best efforts to the performance of Services
under this Agreement competently and professionally, and will deliver the work product as set
forth in the applicable SOW Deckard shall devote such time and attention to the performance of
Deckard's duties under this Agreement, both within and outside normal working hours, as shall
reasonably be required by Client, or as customary in the software industry
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2 Performance of Services In carrying out the Services, Deckard shall at all times fully
comply with any and all applicable codes, laws and regulations and, if applicable, the rules of
the site at which the Services are performed Deckard shall provide a project manager who shall
oversee the day-to-day performance of the Services and ensure the orderly performance of the
Services consistent with each SOW and this Agreement Deckard's project manager shall
reasonably cooperate with Client's project manager and keep him or her apprised of the day-to-
day progress of the work
3 Fees
3 1 Client shall pay all fees in the amount and in the time periods set forth in the
applicable SOW In no event shall the fees payable to Deckard hereunder exceed any
maximum amount set out in the SOW Client shall reimburse Deckard for actual and reasonable
expenses incurred in performing the Services that are set forth in an SOW or otherwise
approved in advance by Client, including meals, incidental expenses, and reasonable travel
costs incurred for travel in such amounts as authorized by the Federal or specified State or local
travel regulations Original receipts must be presented with any invoice for such costs and/or
expenses and Deckard shall attest that the costs and/or expenses are actual and allocated to
the Services
3 2 Deckard agrees to use commercially reasonable efforts to ensure that invoices
comply with the form, timeliness and any supporting certification requirements that are provided
to Deckard by Client in writing from time to time during the Term Unless otherwise specified in
an SOW, Client shall pay all invoices within 45 days of Client's receipt of such invoice
4 Taxes Deckard acknowledges that, as an independent contractor, Deckard may be
required by law to make payments against estimated income or other taxes due federal, state
and other governments Deckard agrees to bear any and all expenses, including legal and
professional fees, increased taxes, penalties and interest that Deckard or Client may incur as a
result of any attempt to challenge or invalidate Deckard's status as an independent contractor,
and Deckard agrees to defend, and hold Client harmless from any liability thereon
5 Term and Termination
5 1 The term of this Agreement ("Term") shall commence on the Effective Date and
shall continue in force and effect for a period of one year, the Term may be renewed thereafter
for additional periods of one year each by mutual written agreement of the parties, unless
terminated by either party by giving written notice of termination to the other party not less than
60 days before the end of the then-current period Termination shall have no effect on Client's
obligation to pay the applicable labor rate with respect to Services rendered prior to the effective
date of termination
5 2 Termination This Agreement shall be terminated as follows
5 2 1 By either party by giving the other party 60 days prior written notice,
provided that, such termination shall not be effective until each and every SOW then
outstanding shall have been fully performed in accordance with the terms and conditions of the
SOW
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5 2 2 Upon the entering into or filing by or against either party of a petition,
arrangement, or proceeding seeking an order for relief under the bankruptcy laws of the United
States, a receivership for any of the assets of the other party, an assignment for the benefit of
its creditors, or the dissolution, liquidation, or insolvency of the other party
5 2 3 Client may terminate this Agreement or any SOW if Deckard materially
breaches this Agreement or the applicable SOW and fails to cure such breach to Client's
reasonable satisfaction within 30 days of Deckard receipt of written notice thereof
5 3 Post Termination Obligations Upon the expiration or termination of this
Agreement or any SOW for any reason, Deckard shall (i) carry out an orderly winding down of
the affected work, (ii) deliver to Client the applicable work/deliverables not previously delivered
in its then current form and any documents or other information in whatever manner related
thereto, (iii) return any property of the Client then in Deckard's possession, and (iv) submit a
final invoice to Client for any Services performed prior to the date of such termination and as
otherwise permitted by this Agreement Client shall pay Deckard those amounts due for
Services performed up to the date of termination
6 Cooperation Deckard expressly agrees that it shall reasonably cooperate with and
assist Client in (a) responding to any inquiry or claim by or from any Federal, State or local
government agency regarding the performance of this Agreement, and/or (b) exercising any
rights that Client may have to pursue any remedies available to it under any applicable Federal,
State or local law or regulation
7 Deckard Personnel Deckard shall perform all Services in a professional and
workmanlike manner by individuals qualified to perform the Services Deckard may, at its
discretion, subcontract with other companies or individuals to carry out some part of the
Services, provided that Deckard shall remain responsible for the oversight of all work
performed
8 Relationship of the Parties Deckard is, and at all times during the term of this
Agreement shall be, an independent contractor of Client Deckard shall not represent to any
Client customer or other person or entity that it has any right, power or authority to create any
contract or obligation, either express or implied, on behalf of, or binding upon Client or to any
way modify the terms and conditions of any SOW This Agreement shall not create or in any
way be interpreted to create a partnership, joint venture, or formal business organization of any
kind between the parties
9 Representations and Warranties
9 1 Deckard represents and warrants that
9 1 1 Deckard shall perform all Services in a competent, professional, workman-
like manner and in accordance with the governing SOW and any applicable industry and/or
professional standards,
9 1 2 It has the legal right and authority to enter into this Agreement and perform
the Services under any SOW under which it agrees to perform Services,
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9 1 3 Upon execution by an authorized representative, this Agreement will be a
binding agreement, enforceable against Deckard in accordance with its terms, and
9 1 4 Entering into this Agreement or performing work under a particular SOW
shall not violate any agreement (written or implied)with any third party
9 2 Client represents and warrants that
9 2 1 It has the legal right and authority to enter into this Agreement and to
deliver the Data to Deckard to perform the Services,
9 2 2 Upon execution by an authorized representative, the Agreement will be a
binding Agreement, enforceable against Client in accordance with its terms, and
9 2 3 Entering into this Agreement or performing work under a particular SOW
shall not violate any agreement (written or implied) with any third party
These warranties shall survive inspection, acceptance, and payment and are in addition to all
other warranties expressed or implied by law
10 Nondisclosure of Confidential Information During the performance of this Agreement
certain proprietary, technical and financial information may be disclosed by one party
("Disclosing Party") to the other party ("Receiving Party") and shall be deemed proprietary if
marked with a conspicuous legend identifying it as proprietary or confidential information
("Confidential Information"), to the extent allowable by the California Public Records Act, and
any other applicable law The Receiving Party shall not use less than the same efforts to
prevent the disclosure of Confidential Information received hereunder as is used to protect its
own Confidential Information, and in no event, however, less than a reasonable degree of care
Disclosure of Confidential Information received hereunder shall be restricted to those individuals
who are directly participating in the performance of the Services under this Agreement
Confidential Information shall not include information that the Receiving Party can demonstrate
by competent evidence is (a) rightfully known to the Receiving Party without obligations of non-
disclosure, prior to receipt of such information from the Disclosing Party, (b) independently
developed by the Receiving Party without the benefit or use of the Confidential Information
furnished by the Disclosing Party, or obtained in good faith from a third party having no
obligation to keep such information confidential, or (c) publicly known through no breach of this
Agreement Receiving Party may disclose Confidential Information when required by operation
of law or pursuant to the order of a governmental agency, but only upon prior written notice to
the other party to allow the other party the opportunity to take appropriate legal measures to
protect the Confidential Information The parties acknowledge that any unauthorized use or
disclosure of the Confidential Information may cause irreparable damage to the other Party, for
which there is no adequate remedy at law, and shall entitle the other Party to obtain immediate
injunctive relief without any requirement to post bond, in addition to all other available remedies
11 Liability Limitations, Disclaimer IN NO EVENT SHALL EITHER PARTY OR ITS
RESPECTIVE EMPLOYEES, REPRESENTATIVES OR SUBSIDIARIES BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES,
WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THE TOTAL LIABILITY
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OF CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED
THE AMOUNT PAID BY CLIENT TO DECKARD UNDER THIS AGREEMENT
12 Indemnification To the full extent permitted by law, Deckard agrees to indemnify,
defend, and hold harmless Client that are finally awarded by a court of competent jurisdiction
(including reasonable attorneys' fees) as a result of (a) injury or death to persons, or loss of or
damage to property caused by the acts of Deckard or its agents, (b) a claim that the Services
infringe the intellectual property rights of any third, and (c) any violation by Deckard, its
employees, agents, representatives or any person or entity acting on its behalf of any, Federal,
State and/or local law, or regulation Deckard shall be entitled to assume control of the
settlement, compromise, negotiation and defense of any claim, and in such case, Deckard shall
not enter into any settlement of any claim or action that adversely affects Client's business or
interests without its prior approval, which shall not be unreasonably withheld or delayed The
indemnity obligation shall be binding on successors and assigns of Deckard and shall survive
termination of this Agreement
13 Insurance
13 1 Insurance Coverages Without limiting Deckard's indemnification of Client, and
prior to commencement of any services under this Agreement, Deckard shall obtain, provide
and maintain at its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to Client
13 1 1 General liability insurance Deckard shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage The policy must include contractual liability that
has not been amended Any endorsement restricting standard ISO "insured contract" language
will not be accepted
1312 Automobile liability insurance Deckard shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Deckard arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident
1313 Professional liability (errors & omissions) insurance Deckard shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Deckard agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement
1314 Workers' compensation insurance Deckard shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000)
131 5 Subcontractors Deckard shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
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subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
13 1 6 Proof of insurance Deckard shall provide certificates of insurance to
Client as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation Insurance certificates and endorsements
must be approved by Client's Risk Manager prior to commencement of performance Current
certification of insurance shall be kept on file with Client at all times during the term of this
Agreement Client reserves the right to require complete, certified copies of all required
insurance policies, at any time
13 1 7 Duration of coverage Deckard shall procure and maintain for the duration
of this Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Services hereunder by
Deckard, its agents, representatives, employees or subcontractors
13 1 8 Notice of cancellation Deckard agrees to oblige its insurance agent or
broker and insurers to provide to Client with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage
13 1 9 Additional insured status General liability policies shall provide or be
endorsed to provide that Client and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
13 1 10 Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to Client and approved of in writing
13 1 11 Timely notice of claims Deckard shall give Client prompt and timely
notice of claims made or suits instituted that arise out of or result from Deckard's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies
14 Proprietary Rights The results of the Services delivered to Client in the form delivered
to Client, including all reports, technical communications, drawings, records, charts, or other
materials originated or prepared by Deckard for Client in performing the Services (all of the
foregoing, collectively, the "Work Product") shall be the property of Client, and Deckard hereby
assigns all rights to such Work Product to Client Without limiting the generality of the foregoing
and subject to Deckard's confidentiality obligations under this Agreement, Client acknowledges
that the Work Product will include the aggregation and analysis of certain publicly available data
and agrees that nothing contained in this Agreement shall be interpreted to prohibit Deckard
from using its technology and other intellectual property to analyze the same or similar publicly
available information for third parties In addition, to the extent that Deckard incorporates any
Deckard Property (as defined below), including any pre-existing or copyrighted work of Deckard
into the Work Product, such Deckard Property shall remain the property of Deckard Deckard
grants to Client a perpetual, royalty-free, irrevocable, worldwide, non-exclusive license to use
such Deckard Property in connection with exercising the rights of ownership granted to Client
under this Agreement In addition, nothing herein shall grant to Client any rights in the Platform
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or any other proprietary technologies and intellectual property used by Deckard in preparing any
Work Product ("Deckard Property")
15 Governing Law This Agreement and all disputes relating to this Agreement shall
be governed by the laws of the State of California, except as to any provisions of this
Agreement that are properly governed by the laws of the United States All controversies or
disputes arising out of this Agreement shall be heard in either the state or federal courts sitting
in San Diego County, California
16 Assignment Deckard shall not assign, transfer or sell its rights or obligations under the
Agreement without Client's prior written consent, which shall not be unreasonably withheld,
provided that such consent shall not be required if the assignment is in connection with the sale
of all or substantially all of Deckard's business to which this Agreement relates, whether by
merger, sale of stock, sale of assets or otherwise
17 Severability, Survival If any part, term, or provision of the Agreement is held invalid or
unenforceable for any reason, the remainder of the Agreement shall continue in full force and
effect as if the Agreement has been executed with the invalid portion thereof eliminated Upon
termination or expiration of this Agreement, the terms and conditions set out in Sections 5 4, 8,
and 10 through 22 will survive such termination
18 Waiver of Breach The waiver of a breach of the Agreement or the failure of a party
to exercise any right under the Agreement shall in no event constitute a waiver of any other
breach, whether similar or dissimilar in nature, or prevent the exercise of any right under the
Agreement
19 Force Majeure Neither party shall be liable for any failure to perform, or delay in
performing, any of its obligations hereunder due to causes beyond its reasonable control, and
without the fault or negligence of that party Such causes shall include, without limitation, Acts of
God, acts of civil or military authority, fire, flood, epidemic, pandemic, quarantine, freight
embargo, civil commotion or acts of war, declared or undeclared
20 Compliance with Laws Each party agrees to comply with all applicable local, state,
and federal laws and executive orders and regulations issued pursuant thereto and agrees to
defend, indemnify, and hold the other party harmless from any claim, suit, loss, cost, damage,
expense (including reasonable attorney's fees), or liability by reason of the other party's
violation of this provision
21 Dispute Resolution In the event of a claim or dispute between the parties arising
under this Agreement, such claim or dispute shall be settled by mutual agreement between the
senior management of the parties If an agreement is not reached within a reasonable time,
except as otherwise provided in this section, any dispute concerning the terms and conditions of
this Agreement may be resolved by pursuing any right or remedy available at law or in equity in
accordance with this Agreement Deckard shall, at all times, proceed diligently with the
performance of the Services hereunder Notwithstanding the above, Client's contract with a
governmental entity may include a disputes clause under FAR 52 233-01 (the "Disputes Clause"),
pursuant to which a prime contractor may pursue certain procedures in the event of a dispute
between the customer and Client with respect to questions of law or fact relating to the government
contract In such case, all Deckard claims, controversies or disputes concerning matters that are
subject to the Disputes Clause of the government contract shall be governed solely by such
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disputes clause Deckard shall be responsible for providing any and all certifications required by law
or Client to enable Client or its customer to verify, support, or confirm such certifications Both
parties agree that the occurrence of a dispute under the Disputes Clause shall not interfere with
either party's performance or other obligations under this Agreement
22 Entire Agreement This Agreement and each SOW issued hereunder represent the
entire understanding and agreement between the parties hereto and supersede all other prior
written or oral agreements made by or on behalf of Client or Deckard In the event of a conflict
between the terms and conditions of this Agreement and any SOW, the Agreement shall
control, unless the SOW expressly provides that it is intended to modify the Agreement
Deckard's proposals shall not be part of this Agreement unless specifically referenced in the
SOW and agreed to in writing by Client This Agreement may be modified only by written
agreement signed by the authorized representatives of the parties
23 Communications and Notices Other than communications required to be made by
Deckard's project manager to Client's project manager, all notices, orders, directives, requests
or other communications of the parties in connection with this Agreement shall be in writing and
shall be provided as follows
In the case of Client
City of Ranch Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attn Rudy Montoy, or such other person as may be designated by the Director of Community
Development
In the case of Deckard
24 Media and/or Logo Use Client agrees that Deckard shall have the right to use
Client's name and logo on website, marketing materials and advertisements In addition,
Client and Deckard will work together to identify appropriate testimonials to promote
Rentalscape and to generate announcements, press engagements and public speaking
events with respect to the benefits of the Services Client shall have the right to revoke
Deckard's right to use its name and logo by providing Deckard with 30 days' advance
written notice Upon the expiration or termination of this Agreement the rights set forth in
this Section 23 shall terminate
[Signature Page Follows]
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IN WITNESS WHEREOF, Deckard and Client have each caused this Agreement to be
executed by their duly authorized representatives, effective as of the dates indicated below
DECKARD TECHNOLOGIES, INC CLIENT
ned by
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Id Dt4S Ra No
By 8C1C64FD6Es7489 By
Nickolas Del Pego
Print Name Print Name Ara M
Mihranian
Date 4/22/2022 Date 114.6 • ZZ,
Title CEO Title City Manager
APPROVED AS TO FORM
Aleshire &Wynder
By Ze)ditieC''` Z/
William W Wynder, City Aftorney
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EXHIBIT A
STATEMENT OF WORK
This Statement of Work ("SOW') is incorporated into the Master Services Agreement
between Deckard Technologies, Inc and City of Rancho Palos Verdes dated _May 1, 2022
(the "Master Agreement") Capitalized terms used in this SOW will have the same meaning as
set forth in the Agreement
1 Short Term Rental Service Client desires to engage Deckard to use the Platform to
prepare real estate property value assessments for short-term rentals ("STRs") on all identifiable
properties within the Designated Geography based upon publicly available data and such other
data relevant to the Designated Geography to be provided to Deckard by Client (the "Reports")
The Reports shall at a minimum
1 1 How many STRs are currently active in the Designated Geography,
1 2 The aggregate revenue from actively listed bookings,
1 3 The average number of nights booked per reservation,
1 4 The platforms used by STR hosts,
1 5 Average daily rates,
1 6 Booking trends during the Reporting Period,
1 7 Identify, by address, the following violations of STR ordinances within the
Designated Geography,
1 7 1 Listings or advertisements that do not include an STR permit number,
1 7 2 Listings or advertisements that represent or offer occupancy in excess of
the occupancy maximums in the Designated Geography, and
1 7 3 Properties advertised as STRs that are only permitted as long term
rentals,
1 8 Identify the actively listed STRs by month and address,
1 9 The total number of properties actively listed in the Designated Geography each
month during the Reporting Period,
1 10 List the property owners, and
1 11 List the permit history of each property offering STRs in the Designated
Geography
2 Designated Geography City of Rancho Palos Verdes, CA
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3 Reporting Period Reports are available in the Rentalscape Platform
4 Fees, Payments
PROPERTY IDENTIFICATION I PRICE
• Estimated 30 new properties per property per year
• Identify property address 8 address
• Identify property owner address INCLUDED
MONITORING AND REPORTING
• Estimated 50 properties per property per year
• Real-time reporting of all new listings 8 daily calendar monrtorng
• FufureCast"' Identify future bootrngs as they we made on the rental platform
• Automatic identification of violations $3.000
• Daly calendar monitoring (yell
OUTREACH CAMPAIGN I
• Letter campaign to inform SIR owners/hosts about Chapter 17 Violation
• All letter templates will receive City approval Pre-campaign
• Campaign rachides one Introductory letter and two additional escalation letters if necessary $2.500
REPORTING AND ANALYSIS I
• Dynamic reporting offering multiple ad hoc reports INCLUDED
• Fitters allowing users to focus on specific segments of the SIR population
DEDICATED ACCOUNT MANAGER f
• Single Pont of Contact for city staff for all matters INCLUDED
• Ensures the city e following Industry best practices
• Shepherds the implementation process from start to flash
• Periodic meetings/cab throughout the fife of the account
UNLIMITED ACCOUNTS AND TRAINING SESSIONS
• No Enid on the number of Rentalscape user accounts INCLUDED
• No per-session training costs
TOTAL YEAR ONE $5.500
4 1 Maximum Price In no event will the total fees exceed $5,500 in the first year
Updated fees will be provided for each agreement extension
4 2 Timing Client will pay the annual subscription fees within 15 days of receipt of
invoices from Deckard
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IN WITNESS WHEREOF, Deckard and Client have each caused this Agreement to be executed
by their duly authorized representatives, effective as of the dates indicated below
DECKARD TECHNOLOGIES, INC CLIENT
oxasgnea by
CM '.S Va Pel
By 8C1C134FNEB7489 By
Nickolas Del Pego
Print Name Print Name Ara M Mihranian
Date 4/22/2022 Date 4• /'1-02Z
Title CEO Title City Manager
APPROVED AS TO FORM
Aleshire &Wynder
By b)ifilleki"1 411e-Th
William W Wynder, City Attorney
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