HomeMy WebLinkAboutdeckard-technologies_prof_svcs_agreement_20231014MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (the "Agreement") is made and entered into as of
10/14/2023 (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 City of Cape Canaveral, FL ("Client"), having its principal offices at 100
Polk Ave. Cape Canaveral FL 32920._
RECITALS
WHEREAS, Deckard provides advanced data analytics and technology solutions for real estate
through its proprietary Rentalscape 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:
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. 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.
Deckard Technologies, Inc. MSA 01.25.2023
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 Denkend hereunder exceed any maximum amount set out
inthe 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 anpanaem and reasonable travel costs incurred for travel in such amounts as authorized by
the Federal orspecified State orlocal travel regulations. Original receipts must bapresented with any
invoice for such costs and/or expenses and Dmokord $heU attest that the costs and/or expenses are
actual and allocated to the Services. Prior approval of all fees must be obtained by Client in writing.
3.2. Decherd agrees to use commercially reasonable efforts to ensure that invoices comply
with the form, timeliness and any supporting certification requirements that are providedtoOeckorUbv
Client in vvhdng from time to time during the Term. Unhaoe otherwise specified in an S(}VV. Client shall
pay all invoices within 3Odays ofClient's receipt ofsuch 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 nliniDluOO of 2 hours of |abOr. Client agrees that custom
requests may or may not be released on the original agreed upon release date.
4. Taxes. Deck rd acknowledges that as an independent contractor, Deckard maybe required by
|avv to make payments against estimated income or other taxes due federal, state and other
governments. [}eokord agrees to bear any and all owpenses, including legal and professional fees,
increased taxes, penalties and interest that Denhard or Client may incur as a result of any attempt to
challenge or invalidate Deckerd's status as an independent contractor, and []enkmrd 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 period of one year; the Tenn shall be automatically renewed
thereafter for additional periods cfone year each unless terminated by either party bvgiving 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 Agreementshm]| be terminated as follows:
5.2.1. By either party by giving the other party OO days prior written notice; Such
termination mheU apply to every outstanding SC}VV unless the parties mutually agree othenwism, in
vvrdng, that an outstanding SOW will bofully performed and completed in accordance with the terms
and conditions ofthe SOW.
5.2.2. Upon the entering into or filing by or against either party of m oedUon,
arrangement, or proceeding seeking on order for m*|isf under the bankruptcy |evvo of the United Gtateo,
a receivership for any of the assets of the other padx, on assignment for the benefit of its crmditona, or
the dissolution, liquidation, orinsolvency ofthe other party.
5.2.3. Client may terminate this Agreement or any S(JVV if Dmokmnd materially breaches
this Aoneanlont or the applicable G[]VV and fails to cure such breach to Client's reasonable satisfaction
within 30 days of Deckard receipt of written notice thereof.
5.3. Continuation. This Agreement shall continue in full force and effect following the
termination ofany SOW, unless otherwise agreed by the parties.
5.4. Post Termination Obligations. Upon the expirationortermination ofthis Agreement or
any 8(]VV for any naason. DeckanJ 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 harm and
any documents or other information in whatever manner related thereto. (hii) natu[D 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 othenAae permitted by this Agreement. Client shall pay
Oeokardthose amounts due for Services performed uptmthe date pftermination.
6. Cooperation.Deckard expressly agrees that hshall reasonably cooperate with and assist
Client in: (m) responding to any inquiry or claim by or from any Federal, State or local government
agency regarding the performance of this Agreement; and/or /bA exercising any rights that C|kaDt may
have to pursue any remedies available to it under any applicable Federa|. State or local |avv or
regulation.
7. Deckard Personnel. Deohmnd shall perform all 8mn/icea in o professional and vvorknlonUhe
manner by individuals qualified to perform the Services. C}ockond may, at its dioorotion, subcontract
with prior written consent of C|ient, other companies or individuals to nony out some part of the
Services, provided that Deckard shall remain responsible for the oversight of all work performed.
8' Relationship of the Parties. Oecha[d is, and at all bnnao during the h*nm of this Agreement
shall be, on independent contractor of Client. Ogokond mhoU 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 inmp|ied, on behalf of, or binding upon Client mrto any way modify the terms and conditions
ofany SOW. This Agreement shall not create or in any way be interpreted to create a pmdnership, joint
venture, Prformal business organization ofany kind between the parties.
9. Representations and Warranties.
9.1. Deckard represents and warrants that:
9.1.1. Oeohend shall perform all Gen/cao in a competent, professional, workman -like
manner and in accordance with the governing SCyN/ and any applicable industry and/or professional
91.2. 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].8. Upon execution bvanauthorized representative, this Agreement will be abindhlg
agreement, enforceable against Deckard in accordance with its terms; and
9],4. Entering into this Agreement or performing work under a particular SOW shall not
92. Client represents and warrants that:
9.21. It has the legal rightand authority to enter into this Agreement and todeliver the
Data to Deckard to perform the Services;
9.2-2. Upon execution by anauthorized representative, the Agreement will be abinding
Aormmn1erd, 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 iMsoection, 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 pnophetary, technical and financial information may be disclosed by one party ("Disclosing
Party") to the other party ("Receiving Party") and skoU be deemed proprietary if marked with a
conspicuous legend identifying it as proprietary or confidential information ("Confidential Information").
The Receiving PoMv 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 |nformabon, 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 bycompetent evidence is (a) rightfully known to the Receiving Party without
obligations of non-disu|oauna, 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 Podv, or obtained in good faith from a third party having no
obligation to keep such information confidential; or (o) publicly known through no breach of this
Agreement. Receiving Party may disclose Confidential Information when required byoperation oflaw
or pursuant to the order ofa governmental ogeDcy, but only upon prior written notice tothe other party
to allow the other party the opportunity hotake appropriate legal measures toprotect 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
|avv, and shall entitle the other Party to obtain iDnnnedieNa 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
[]ECHJ\RDUNDER THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OFANY
0ND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. /N NO EVENT SHALL
EITHER PARTY C)RITS RESPECTIVE EMPLOYEES, REPRESENTATIVES 0R SUBSIDIARIES BE
LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL [)RSPECIAL DAMAGES,
WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER {}RNOT SUCH PARTY HAS
BEEN AO0|8E[] OF THE POSSIBILITY OFSUCH DAMAGES. THETOTALLIABILITY OF EACH
PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE
AMOUNT PAID BYCLIENT TODECKAR[)UNDER THIS AGREEMENT.
12. Indemnification. []achard 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 o result of (a) injury or death to
persons, or loss ofordamage to property caused by the acts of[>ackond or its agents; (b) a deirn that
the Services infringe the intellectual property rights ofany third party; and (c) any violation by Oeokard'
[)eckaRjTechnologies, Inc. MSA 01.25.2023
its employees, agents, representatives or any person or entity acting on its behalf of any, Federal, State
and/or |000| |mw. or regulation, Daohmrd shall be entitled to assume control of the omtt|enleAt,
oonnpronniaa, negotiation and defense ofany claim, and in such cama. Deokand ahe|| not enter into any
settlement of any o|oinm or action that adversely affects Client's business or iDbenaado without its prior
oppnuvG|, which shall not be unreasonably withheld or delayed. To the extent permitted by |ovv, client
shall indemnify and hold Deohord hamn|eoe from and against any third pedv c|a|nna against and
danloQeo incurred by Oeokand that are finally awarded by a court mfcompetent jurisdiction (including
naaeuneb|e attorneys' fees) as a result of (a) injury or death to persons, or loss of or damage to
property caused by the acts of C|ient, its customers or its agents; (b) any violation by Client, its
customnero, mmmp|oyeeo, ogents, representatives or any person or entity acting on its behalf ofany,
Fedana|. State and/or local |avv, or regulation. Client shall be entitled to assume control of the
ead|ernwnt, compromise, negotiation and defense of any o|ginn' and in such case, Client shall not enter
into any settlement of any doinl or action that directly affects Deokard's business or interests without its
prior approval, which shall not be unreasonably withheld or delayed. However, the Client intends to
avail itself ofthe benefits of Section 708.28. Florida 8tatutes, and any other statutes and common law
governing sovereign immunity to the fullest extent possible. Neither this provision nor any other
provision of this AQnaennmnt shall be construed as a waiver of the Client's right to sovereign immunity
under Section 768.28. Florida Stotubao, orother limitations imposed on the Client's potential liability
under state orfederal law.
13. Proprietary Rights. The ranuka of the Services delivered to C|ksrd in the form delivered to
Client, including all reports` technical oonnnnuniosdinno, drewinBa, namonda' chorts, or other materials
originated or prepared by Deohand 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 Daokerd'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 Oenkord from using its technology and other intellectual
property toanalyze the same orsimilar publicly available information for third parties. In addiUon, to the
extent that Dookerd incorporates any [)eoke[d Property (as defined be|ovv), including any pre-existing
or copyrighted work of Deckard into the Work Product, such Deckard Property shall remain the property
of [Jmokerd. Oeckenj grants to Client a perpatuo|, r¢ya|b/-free, irnav000b|e, worldwide, non-exclusive
license to use such Decko[d Property in connection with exercising the rights ofownership granted to
Client under this Agreement. In addition, nothing herein aho|| grant to Client any rights in the Platform
or any other proprietary technologies and intellectual property used by Deokand in preparing any Work
Product ("DenherdPpopmrty").
14^ EPursuant btsection 44B.DQ5' Florida Statutes. beginning January 1.2U21.any
Client contractor shall register with and use the U.S. Department of Homeland Security's
system, https:He-verify.uscis.gov/emp, to verify the work authorization status ofall employees hired on
and after January 1.2O21. Oechanjmust provide evidence ofcompliance with section 448.O95.Florida
Statutes. Evidence shall consist ofan affidavit from the Deokard stating all employees hired on and
after January 1, 2021, have had their work authorization status verified through the E-Verifvsystem and
m copy of their proof of registration in the E-Verify oyatanl. Failure to umrnp|y with this provision will he a
material breach of the contract and shall result in the immediate termination of this Agreement without
penalty to the Client. The Dechard shall he liable for all costs incurred by the Client securing n
replacement contract, including but not limited to, any increased costs for the same services, any costs
due to de|ay, and rebidding coets, if applicable. Should the Agreement be terminated pursuant to this
nubseotion. Oenkard will not be eligible to be awarded a public contract with Client for one (1) full
calendar year after the dote on which the Agreement was terminated.
[)eckaRjTechnologies, Inc. MSA 01.25.2023
If Deckard utilizes subcontractors, the following shall apply:
A. Oeokand shall also require all subcontractor performing work under the Agreement to
use the E-Verify system for any employees they may hire during the term of the Agreement.
B. Deckand shall obtain from all such subcontractor an affidavit stating the aubDookard
does not anmn|oy, contract vvith, or subcontract with an unauthorized a|ieD, as defined in section
448.095' Florida Statutes.
C. Deckamd shall provide ocPpy of all subcontractor affidavits to the Client upon receipt and
shall maintain a copy for the duration of the Agreement.
The Deckard agrees to maintain records of its participation and compliance with the provisions of the E-
Verify progrern, including participation by its subcontractor as provided ebovm, and to make such
records available tothe Client consistent with the terms of the DackonJ's enrollment in the program.
This includes maintaining a copy of proof of the Oeckand'a and subcontractor's enrollment in the E-
Ve[ifyprogna0.
Nothing in this section may be construed to allow intentional discrimination of any class of persons
protected by law.
15. Convicted Vendors. Dmckordhas acontinuous duty todisclose toClient if the Deckan1orany
of its effi|iebas, as defined by Florida Statutes G 287.133(1)(a) are p|soad on the convicted vendor |ksL
Failure ofDackanJ0otimely disclose whether itorany ofits affiliates has been placed onthe convicted
vendor list shall be considered a material breach of this /\gneannont and shall entitle Client to, in its sole
dieonadon, terminate this Agreement.
16. Discriminatory Vendors
[}eokanj agrees that it has not been o|eoed on the Discriminatory Vendor List pursuant to Florida
Statutes § 287.134. Failure ofOeckmnd to timely disclose whether dorany of its offi|ioUeo has been
placed on the Discriminatory Vendors List shall be considered a material breach of this Agreement and
eho|| entitle Client to, in its sole discretion, terminate this Agreement.
17. Dealings with Foreign Countries of Concern.
Dookard is aware of and agrees to comply with the requirements of Florida Statutes §§287138
mnd288DO7.
To the extent that under this Agreement, Oeckord has access to personal identifying
infonnotion. Dackond agrees that; [>eckand is not owned by the government of foreign country of
concern; the government of a foreign country of concern does not have a controlling interest in
Deckard; and Deokand is not organized under the laws of and does not have its principal place of
business in a foreign country of concern. Per Florida Statutes § 207.138/1\(o)' "foreign country of
cunoonn" means the People's Republic of China. the Russian Federation, the |s|ornio Republic of Iran,
the Democratic People's Republic of Korea, the Republic ofCuba, the Venezuelan regime mfNico|6a
Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of
such foreign country of concern. Breach of this provision shall be considered a material breach of this
Agreement and shall entitle Client to, in its sole discretion, terminate this Agreement.
[}2ckand Technologies, Inc. MS/\ 01.25.2023
To the extent that this Agreement isfor an economic iOcantive, as defined in Florida Statutes §
288.007(l)(b), Deckard agrees that: Deckard is not owned or controlled by the government of afbreign
country concern; and Dechand is not a partnership, association, corporation, organization, or other
combination of persons organized under the laws of or having its principal place ofbusiness inaforeign
country of concern, or a subsidiary of such entity. Breach of this provision shall be considered g
material breach of this Agreement and shall entitle Client to, in its sole discretion, terminate this
Agreement.
18' Public Records. Pursuant to Section 119.0701' Florida Statutes and other applicable public
records |ovvo. Dechard agrees that any naoordo, docuDlante, transactions, writings, papers, letters,
computerized information and prmQranno' mmps, books, audio orvideo tapes, fi|mo, photographs, data
processing eoftvvaro, writings or other nnabariaKo\, neQanJ|esn of the physical fomn, characteristics, or
[nwana of transmission, of Oeckard re|eted, directly or indiPaot|y, to the services provided to the Client
under this Agreement and made or received pursuant to law orordinance or in connection with the
transaction of official business by the [||ieMt, may he deemed to be a public r000rd, whether in the
possession or control of the Client or the C)eohanJ. Said rocorda, doounments, tnansaotiqna, writings,
papers, letters, computerized information and pr0gramns, mmepm, books, audio or video tepeo, fi|mmo,
photographs, data processing software, writings or other nnateria|(a), regardless of the physical form,
chmnaotorimtico, or means of transmission of []eohand are subject to the provisions of Chapter 119.
Florida Stotutem, and may not be destroyed without the specific written approval of the Client's
designated custodian ofpublic records.
IF THE OECNARD HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119'
FLORIDA STATUTES, TOTHE DECKARD'8DUTY TOPROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN {]FPUBLIC RECORDS, THE CITY CLERK, AT
(321)868-1220 x207, cbvn|erk@citvofuopeoonaV$ma|.00g. City Clerk's Qthma. 100 Polk Avenue, Cape
Canaveral, FL3292O.
Oeukord is required to and agrees to com/p|yvvbh public records laws. Dmokord mhoU keep and [nmin1on
all public records required by the Client to perform the services as agreed to herein. Dockend $hoU
provide the C|ient, upon request from the City C|arh, copies of the requested records or e||ovv the
records to he inspected or copied within o reasonable time at s cost that does not exceed the cost
provided by |ovv. Dackord shall ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by law for the
duration of the Agreement term. Upon completion of the Aonsennant. Deokord mho|| transfer to the
C|)mnt, at no oost, all public records in possession of the Deckard, provided the transfer is requested in
writing by the City Clerk. Upon such transfar. Oeuhard ahmU destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. Howaver, if the
City Clerk does not request that the public records be transferred, the Dmckmrd sUo|| continue to keep
and maintain the public records upon completion of the Aonyenoant and shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to the
C|imnt, upon request from the City C|ark, in a format that is nonnpaUb|m with the information technology
systems of the (}UenL Should the Client not possess public records relating tothis Agreement which
are requested to be inspected or copied by the Client or any other person, the Client shall immediately
notify Deckard of the request and the Deckard shall then provide such records to the Client or allow the
records to be inspected or copied within e reasonable time. If the Oeckord does not comply with a
public records request, the Client may enforce this Section to the extant permitted by law. Deckand
acknowledges that if the Deckard does not provide the public records to the Client within a reasonable
time, the Dackerd may be subject to penalties under Section 119.10. Florida Statutes. The Oeokmrd
acknowledges that if civil action in filed against the Oeckard to compel production of public records
relating 10this Agreement, the court may assess and award against [>ackordthe reasonable costs of
[]8DkQnd Technologies, Inc. MS/\D1.25.2023
enforcement, including reasonable attorney fees. All public records in connection with this Agreement
shall, at any and all reasonable drnas during the nonno| business hours of the C)echand, be open and
freely exhibited to the Client for the purpose of examination, audit, or otherwise. Failure bvDeokandto
grant such public access and comply with public records |ovvo and/or requests shall begrounds for
immediate unilateral cancellation of this Agreement by the Client upon delivery of a written notice of
cancellation. If the Oeokanj fails to comply with this Section, and the Client must enforce this Section,
or the Client suffers a third -party evvord ofattomney's fees and/or donnogeo for violating Chapter 119,
Florida 8tatutao, due to Deckord'm failure to comply with this Section, the Client shall collect from
Dechord prevailing party attorney'm fees and cooto, and any damages incurred by the C|iont, for
enforcing this Section against Deokard. And, if applicable, the Client ahoU also be entitled to
reimbursement of all attorneys' fees and damages which the Client had to pay a third party because of
the Oeckard's failure to comply with this Section. The terms and conditions oat forth in this Section
shall survive the termination ofthis Agreement.
19. Governing Law. This Agreement and all disputes relating to this Agreement shall be
governed by the laws of the State ofFlorida, except as to any provisions of this Agreement that are
properly governed by the |owm of the United States. All controversies or disputes arising out of this
Agreement oho|| be heard in either the state court sifting in Brevmrd County, Florida or federal courts
sifting in Orlando, Florida.. THE PARTIES MEF{ET(] KNOWINGLY AND IRREVOCABLY WAIVE
THEIR RIGHT T{JATRIAL BYJURY.
20. Assignment. Dechamd shall not assign, transfer or sell its rights or obligations under the
Agreement without Client's priorvvrdtan consent, which shall not be unreasonably withheld; provided
that such consent shall not he required if the assignment is in connection with the sale of all or
substantially all of [Jechard'$ business to which this Agreement relates, whether by merger, sale of
stook, sale of assets or otherwise.
21. SeverabiUity; Survival. If any part, term, or provision of the Agreement(sheld invalid or
unenforceable for any raaeon, the nanlmindmr of the Agreement shall continue in full force and effect as
if the Agreement has been executed with the invalid portion thereof m|imninated. Upon termination or
expiration ofthis Agreement, the terms and conditions set out inSections 5.4.8.and 1Othrough 22will
survive such termination.
22. 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 e waiver ofany other breach,
whether similar ordissimilar iOnature, orprevent the exercise ofany right under the Agreement.
23. Force NNejmwre. Neither party shall be liable for any failure to perform, or delay in performing,
any of its obligations hereunder due to causes beyond its maosonob|o conbn|, and without the fault or
negligence of that party. Such causes aheU include, without |imnitedon. Acts of God, acts of civil or
military outhority, fina, f|ood, epidemic, pandemic, quonondine, freight embargo, civil commotion or acts
ofwar, declared orundeclared.
24. Compliance with Laws. Each party agrees to comply with all applicable loco, otate, and
federal laws and executive orders and regulations issued pursuant thereto and agrees to defend,
indeolnifv, and hold the other party harmless from any dminn' ouk' |oss, cost, damage, expense
(including reasonable atto[ney'a fees), or liability by reason of the other padx'e violation of this
25. Dispute Resolution. In the event ofa claim or dispute between the parties arising under this
Agreement, such claim or dispute shall be settled by mutual agreement between the senior
DeckardTechnologies, Inc. MSAO1.25.2023
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. Before filing any legal action in a court of competent jurisdiction under this Agreement, the
parties shall first participate in mediation with a Florida Supreme Court Certified Civil Circuit Mediator in
an attempt to resolve the claim or dispute by mutual agreement. The parties shall share equally in the
cost of the mediator. Deckard shall, at all times, proceed diligently with the performance of the Services
hereunder.
26. 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.
27. 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:
Deckard Technologies, Inc. MSA 01.25.2023
In the case of Client:
Todd Morley
City Manager
100 Polk Avenue
Cape Canaveral, Florida 32920
In the case of Deckard
Nickolas R. Del Pego
Title: CEO
1620 Fifth Ave Suite 400
San Diego, CA 92101
28. 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, with the prior
written consent of Client, 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]
Deckard Technologies, Inc. MSA 01.25.2023
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
/4ft,
By: .... By:
Print Name: Nickolas R. Del PeoPrint Name: Todd Morley
10/14/2023
Date:
Date:
Title: CEO Title: City Manager
Deckard Technologies, Inc. MSA 01.25.2023
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 City of Cape Canaveral, FL dated (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 Cape Canaveral_ in the State of FL 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 number of nights booked per reservation;
1.4. The major plafforms 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 Cape Canaveral
3. Reporting Period. Reports available in the Rentalscape Platform throughout the year.
Deckard Technologies, Inc. MSA 01.25.2023
4. Fees; Payments.
4.1. Annual Software Subscription: $14,115 (Identification, Compliance monitoring and
Rental activity listed in Rentalscape as STRs). We approximate 475 properties by the end of year one
as being Monitored in Rentalscape. Should the number of properties exceed the approximations, this
increase will be included in the Maximum Price and not subject to additional fees in the first year. These
increases may be reflected in years 2 and beyond. ($10 to ID, $25 to Monitor. Min Price = $3,000)
4.2. Outreach Campaign: $5,000 Three letter campaign to inform and encourage property
owners to become compliant with the Registration Process.
4.3. STR Registration/Licensing Portal: $5,000 annually. Develop and host an online portal
for STR Registration and Payment collection based on the needs of the City/County with Stripe
payment interface with daily reconciliation to finance.
4.4. Optional Expert Services upon Request by the City/County are available at $250 per
hour.
4.5. Online Complaint Form: Included. Host an online complaint form for the City that alerts
these complaints to Code Enforcement through the Rentalscape platform.
4.6. 24/7 Live Hotline — Classic Level - $5,000 annually. Live answered Hotline that can
dispatch to responsible parties depending on identified call flow.
4.7. Public Facing Portal. $5,000 anually. Public Facing Portal to be hosted on City site
illustrating permitted STR properties in the City with Parcel Number, Permit Number and Responsible
Party Contact information per City guidelines.
4.8. Maximum Price: In no event will the total subscription fees in the first year exceed
$34,115.
4.9. Timing: Client will pay the annual subscription fees within 30 days of receipt of invoices
from Deckard.
Deckard Technologies, Inc. MSA 01.25.2023
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.
By: 49‘a- ,e p /07
CLIENT
By:
Print Name: NickolasR. Del PeQ'oPrint Name:Todd Mor
10/14/2023
Date: Date: f C /
Title: CEO Title:City Manager
Deckard Technologies, Inc. MSA 01.25.2023
EXHIBIT B
STATEMENT OF WORK
(FORECLOSURErVACANT PROPERTY REGISTRATION SERVICE)
This Statement of Work ("SOW") will be effective as of the last date of signature below
(the "SOW Effective Date"), and upon execution will be incorporated into the Master Services
Agreement between Deckard Technologies, Inc. and City of Cape Canaveral, FL dated
(the "Master Agreement"). Capitalized terms used in this SOW will
have the same meaning as set forth in the Master Agreement.
1. Foreclosure Registration Services. Client desires to engage Deckard to use the
Platform to provide an online vacant and foreclosure property registration service (the
"Registration Service") for the Designated Geography (as defined below). During the SOW
Term, Deckard will:
1.1. Launch a Client branded website that will enable responsible parties in the
Designated Geography to register and pay registration fees, renewal fees, and late fees or
penalties for foreclosures within the Designated Geography;
1.2. Use the Platform to monitor and identify properties (the "Property List" and each
such property, a "Foreclosure Property") with mortgage defaults and other property
registration triggers under the applicable laws, rules and regulations that require registration of
foreclosures and vacant properties;
1.3. Provide Client with access to the Property List that includes information sufficient
to identify each Foreclosure Property; and
1.4. Notify and follow up regularly with mortgagees and other responsible parties of
the duty to register the Foreclosure Properties and provide instructions on how to register the
applicable property(ies) and provide a method of payment to pay applicable fees for such
registration.
2. Client Responsibilities. Client shall be responsible for the following:
2.1. If Client has registered any Foreclosed Properties before the SOW Effective
Date, then within 30 days of the SOW Effective Date, Client will provide Deckard with a digital
file that identifies all such property registration information so that Deckard can calculate
renewal and late fees accurately; provided that if a digital file is unavailable, Client shall provide
such information in such other format as the data is available to permit Deckard to manually
enter such Foreclose Properties into the Platform and Client shall pay Deckard the Data Entry
Fee described below; and
2.2. Client shall provide or otherwise confirm with Deckard the applicable registration
fees for Foreclosed Properties, including the amounts and terms of penalties and other fees that
are to be charged for failure to register Foreclosed Properties and such other information as
reasonably requested by Deckard to enable Deckard to provide the Registration Service. Client
to also supply details on supplemental information to be collected during registration.
Deckard Technologies, Inc. MSA 01.25.2023
3' Designated Geography. City ofCape Canaveral, R-
4. Fees; Payments.
4`1. Service Fee: Client will pay[}aohomd $100 for each registration fee collected as a
result of being identified by Oeckond through the performance of the Registration Service for
Client (the "Service Fee") and nainnbunge Oonkord for expanoos, as outlined in Section 4.3.
incurred in collecting such registration fees.
4'1.1.For registration fees received directly byDeckard from the Site, Deckard
will deduct the applicable Service Fee and any additional expenses incurred by Oenhonj in
collecting registration fees from Foreclosed Properties from the total amount of registration fees
received and remit the remaining funds to Client on or before the 15th day of the calendar month
following the calendar month in which such registration fees were collected along with o report
identifying the registration fees nycmived, the properties for which registration fees were received
and the expenses incurred byDeoha[d;and
4^1.2. If, during the SOW Term and for a period of three years after the
expiration or termination of this 8OVV. Client nacaivae any registration fees directly from
responsible parties of properties that were identified and contacted by Deckard, Client shall pay
[Jeokordthe Service Fee for such properties. Such payments shall be made on or before the
15 m day of the calendar month immediately following the calendar month in which such
registration fees are received.
4.2' Data Entry Fee: If manual entry of the Property List is required, Client shall pay
Deckard $5.00 per property entered (the "Data Entry Fee").
4.3' Costs and KDeckard is required to pay any fees to acquire any local
public/official record data that h; necessary to perform the Registration Service, Deokard shall
have the right to deduct the amount of such haea from any registration fees to be mannhted to
S. Term' The term ofthis SOW ` ' ��rmm"\sha|oommmencwonUlmEfMentk/eDabaand
shall continue in force and effect for a period of one year; the SOW Term shall be automatically
nanevvmd thereafter for additional periods ofone year each un|oam 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.
All terms and conditions ofthe Master Agreement will apply tothis SOW,
SOW AGREED TO AND ACCEPTED BY:
DECKARD TECHNOLOGIES, INC.
pei,67
CLIENT
By:
Print Name: Nickolas R. Del Pew Print Name:Todd Morley
Date: 10/14/2023
Date:
/2
Title:CEO Title:City Manager
Deckard Technologies, Inc. MSA 01.25.2023
Deckard Technologies, Inc. MSA 01.25.2023