Deckard Technologies Agreement
Extracted text (via pymupdf)
28118 characters
Deckard Technologies, Inc. MSA 2-9-2026 MASTER PROFESSIONAL SERVICES AGREEMENT This Master Professional Services Agreement (the "Agreement") is made and entered into as of ______________________ (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 Town of Wickenburg, AZ (“Client”), having its principal offices at 155 N Tegner Street, Suite A, Wickenburg, AZ 85390 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 a 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 2-9-2026 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; the Term shall be automatically renewed thereafter for additional periods of one year each 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. 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. Deckard Technologies, Inc. MSA 2-9-2026 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; (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; 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; Deckard Technologies, Inc. MSA 2-9-2026 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, 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 Deckard Technologies, Inc. MSA 2-9-2026 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. 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 Deckard Technologies, Inc. MSA 2-9-2026 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: Deckard Technologies, Inc. MSA 2-9-2026 In the case of Client: In the case of Deckard ________________________ Nickolas R. Del Pego, CEO ________________________ 1620 Fifth Ave Suite 400 ________________________ San Diego, CA 92101 ________________________ admin@deckard.com 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] Town of Wickenburg 155 N. Tegner Street, Ste A Wickenburg, AZ 85390 928-684-5451 Deckard Technologies, Inc. MSA 2-9-2026 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. By: Print Name: Date: Title: CLIENT By: Print Name: Date: Title: Troy Smith Town Manager Deckard Technologies, Inc. MSA 2-9-2026 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 the Town of Wickenburg, AZ 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 Town of Wickenburg in the State of Arizona 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. Town of Wickenburg, AZ Deckard Technologies, Inc. MSA 2-9-2026 3. Reporting Period. Reports available in the Rentalscape Platform throughout the year. 4. Fees; Payments. 4.1. Annual Software Subscription: $6,000, (Identification, Compliance Monitoring and Rental Activity based on properties that are listed in Rentalscape as identified STRs). We approximate 85 properties by the end of year one as being Monitored in Rentalscape. 4.2. Outreach Campaign: Included to drive compliance. 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 Registration depending on the needs of the City/County with Full Pay payment interface with daily reconciliation to finance. 4.4. Tax Collection Portal: N/A - Develop and host an online portal for Tax collection on a monthly or quarterly basis depending on the needs of the City/County with Full Pay payment interface with daily reconciliation to finance. 4.5. Optional Expert Services upon Request by the City/County are available at $250 per hour. 4.6. Online Complaint Form: N/A - Host an online complaint form for the City/County that alerts these complaints to Code Enforcement through the Rentalscape platform. 4.7. 24/7 Live Hotline: N/A - Live answered Hotline that can dispatch to responsible parties depending on identified call flow. 4.8. Public Facing Portal: N/A - 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. 4.9. Inspection Portal: N/A - Inspection Portal provides staff with a centralized workspace to schedule, conduct, document, and track inspections, capturing findings, photos, and outcomes in real time to support efficient enforcement and compliance follow- up 4.10. Maximum Price: In no event will the total subscription fees in the first year exceed $11,000. Future years’ renewals will be subject to an annual increase. 4.11. Timing: Client will pay the annual subscription fees within 30 days of receipt of invoices from Deckard. 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: Print Name: Date: Title: CLIENT By: Print Name: Date: Title: Troy Smith Town Manager