Deckard Technologies Inc - FY2025-011Docusign Envelope ID: CF63DCB7-8F29-4A70-919A-92BA733393E1
MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (the "Agreement") is made and entered into as of
July 1, 2024 (the "Effective Date") by and between Deckard Technologies, Inc., a Delaware corporation
("Deckard"), having its principal offices located at 1620 51h Avenue, Suite 400, San Diego, CA 92101
and City of Rancho Palos Verdes, CA("Client"), having its principal offices at 30940 Hawthorne Blvd,
Rancho Palos Verdes, CA 90275.
RECITALS
WHEREAS, Deckard provides advanced data analytics and technology solutions for real estate
through its proprietary Rentaiscape platform (the "Platform");
WHEREAS, Client desires to engage Deckard to perform the services described in SOWs
attached to this Agreement in accordance with the terms and conditions hereof;
NOW THEREFORE, the parties hereby agree as follows:
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. 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 timeline 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, as shall reasonably be required by Client, or as customary in the software
industry.
2. Performance of Services. In carrying out the Services, Deckard shall 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 informed of the work progress.
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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 30 days of Client's receipt of such invoice.
3.3. Client agrees that custom development requests outside of the scope of work may
incur a fee of $250 hourly rate at a minimum of 2 hours of labor. Client agrees that custom
requests may or may not be released on the original agreed upon release date.
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. 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.
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.
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5.3. Continuation. This Agreement shall continue in full force and effect following the
termination of any SOW, unless otherwise agreed by the parties.
5.4. 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; (III)
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;
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:
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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").
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. ALL DELIVERABLES PROVIDED TO CLIENT BY
DECKARD UNDER THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. 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 OF EACH
PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE
AMOUNT PAID BY CLIENT TO DECKARD UNDER THIS AGREEMENT.
12. Indemnification. Deckard shall indemnify and hold Client harmless from and against any
third party claims against and damages incurred by 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 party; 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,
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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. Client shall indemnify and hold
Deckard harmless from and against any third party claims against and damages incurred by Deckard
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 Client, its
customers or its agents; (b) any violation by Client, its customers, employees, agents, representatives
or any person or entity acting on its behalf of any, Federal, State and/or local law, or regulation. Client
shall be entitled to assume control of the settlement, compromise, negotiation and defense of any
claim, and in such case, Client shall not enter into any settlement of any claim or action that directly
affects Deckard's business or interests without its prior approval, which shall not be unreasonably
withheld or delayed.
13. 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
or any other proprietary technologies and intellectual property used by Deckard in preparing any Work
Product ("Deckard Property").
14. 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.
THE PARTIES HERETO KNOWINGLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY
JURY.
15. 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.
16. 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.
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17. 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.
18. 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.
19. 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.
20. 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 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.
21. 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.
22. 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:
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In the case of Client: In the case of Deckard
Nickolas R. Del Pego
Title: CEO
1620 Fifth Ave Suite 400
San Diego, CA 92101
23. 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.
❑ocu5i9wd by:
VJVKa,S hr4ftq
By: uF7t2E�rlF=s�G
7 Print Name: Thomas Hemmings
Date: 7/16/2024
—,- chief Financial officer
CLIENT
By�- A 7A---
Print Name:
Date: Z
Title: �rre
Deckard Technologies, Inc. MSA 2.1.2024
Docusign Envelope ID: CF63DCB7-8F29-4A70-919A-92BA733393E1
EXHIBIT A
STATEMENT OF WORK
This Statement of Work ("SOW") will be effective as of the last date of signature below, and
upon execution will be incorporated into the Master Services Agreement between Deckard
Technologies, Inc. and [Rancho Palos Verdes, CA] dated [EFFECTIVE DATE OF MASTER SERVICES
AGREEMENT] (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 Rentalscape
Platform to prepare real estate property data for short-term rentals ("STRs") on all identifiable properties
within the City of Rancho Palos Verdes- in the State of California based upon publicly available data
and such other data relevant to the Designated Geography to be provided to the client by Deckard
(reports accessible from Rentalscape). The Reports shall include at a minimum:
1.1. Information on STRs 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 major 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. Rancho Palos Verdes
3. Reporting Period. Reports available in the Rentalscape Platform throughout the year.
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4. Fees; Payments.
4.1. Annual Software Subscription: $2,500 (Identification, compliance monitoring and rental
activity in Rentalscape for identified STRs).
4.2. Optional Expert Services upon Request by the City/County are available at $250 per
hour.
4.3. Maximum Price: In no event will the total subscription fees in the first year exceed
2 500
4.4. Timing: Client will pay the annual subscription fees within 30 days of receipt of invoices
from Deckard.
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All terms and conditions of the Agreement will apply to this SOW. This SOW will be effective as of
the date of the last signature below.
SOW AGREED TO AND ACCEPTED BY:
DECKARD TECHNOLOGIES, INC.
�. Doe"uSlpned by:
pp I u.o►�as �t-yhw iKjS
(3y �b:Fr•ItSrSFase-
Print Name:
Thomas Hemmings
Date: 7/16/2024
Title: chief Financial officer
Deckard Technologies, Inc. MSA 2.1.2024
CLIENT
By:
Print I
Date
Title:
Certificate Of Completion
Envelope Id: CF63DCB78F294A70919A92BA733393E1 Status: Completed
Subject: Complete with Docusign: Deckard - MSA - RPV 07.16.2024.doc
Source Envelope:
Document Pages: 11 Signatures: 2 Envelope Originator:
Certificate Pages: 1 Initials: 0 Thomas Hemmings
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
11004 Cardinal Crest Lane
Las Vegas, NV 89144
tom.hemmings@deckard.com
IP Address: 76.131.59.0
Record Tracking
Status: Original
7/16/2024 12:48:47 PM
Holder: Thomas Hemmings
tom.hemmings@deckard.com
Location: DocuSign
Signer Events Signature Timestamp
Thomas Hemmings
tom.hemmings@deckard.com
Chief Financial Officer
Deckard Technologies, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.131.59.0
Sent: 7/16/2024 12:48:58 PM
Viewed: 7/16/2024 12:49:05 PM
Signed: 7/16/2024 12:49:49 PM
Freeform Signing
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