FY2026-36 Short Term Rental Software With Deckard TechnologiesMASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (the "Agreement") is made and entered into as of
Nov 3, 202-5 (the "Effective Date") by and between Deckard Technologies, Inc., a Delaware
corporation ("Deckard"), having its principal offices located at 1620 5V" Avenue, Suite 400, San
Diego, CA 92101 and Kodiak Island Borough ("Client"), having its principal offices at 710 Mill Bay
Road, Kodiak, AK 99615-6398
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.
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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 three years; 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.
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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; (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.
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9.2. Client represents and warrants that:
9.2.1. It has the legal right and authority to enter into this Agreement and to deliver the Data to
Deckard to perform the Services;
9.2.2. Upon execution by an authorized representative, the Agreement will be a binding
Agreement, enforceable against Client in accordance with its terms; and
9.2.3. Entering into this Agreement or performing work under a particular SOW shall not violate
any agreement (written or implied) with any third party.
These warranties shall survive inspection, acceptance, and payment and are in addition to all
other warranties expressed or implied by law.
10. Nondisclosure of Confidential Information. During the performance of this
Agreement certain proprietary, technical and financial information may be disclosed by one party
("Disclosing Party") to the other party ("Receiving Party") and shall be deemed proprietary if
marked with a conspicuous legend identifying it as proprietary or confidential information
("Confidential Information"). 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
Deckard Technologies, Inc. MSA 12.02.2024
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 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.
Deckard Technologies, Inc. MSA 12.02.2024
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 parry 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
Deckard Technologies, Inc. MSA 12.02.2024
other communications of the parties in connection with this Agreement shall be in writing and shall
be provided as follows:
In the case of Client:
In the case of Deckard
Jmee V111 It q,Ks ^ �� Nickolas R. Del Pego, CEO
1620 Fifth Ave Suite 400
San Diego, CA 92101
Qv�i I (� Gd�ytB Imo, - • u 6 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.
24. Non -Appropriation of Funds. Payments to be made to Deckard by Client for
services performed within the current fiscal year are within the current fiscal budget and
within an available, unexhausted fund. In the event that Client does not appropriate
sufficient funds for payment of Deckard's services beyond the current fiscal year, this
Agreement shall cover payment for Deckard's services only to the conclusion of the last
fiscal year in which Client appropriates sufficient funds and shall automatically terminate
at the conclusion of such fiscal year.
[Signature Page Follows]
Deckard Technologies, Inc. MSA 12.02.2024
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.
EDocuSigned �byy:
as
04F712E8F9F84B6... u
Y•
Print Name: Thomas Hemmings
Date: 2/26/2026
Title: chief Financial officer
CLIENT
By:
Print Name: AnWkC-C U 1 I Gdyt-s
Date: D ):I N 6V 25
Title: 200 ovanN
ATTEST:
Nova M. Javier, MMC
Borough C erk
DATE:
Deckard Technologies, Inc. MSA 12.02.2024
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 Borough of Kodiak Island 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 Kodiak Island Borough in the State of Alaska 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. Kodiak Island Borough
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3. Reporting Period. Reports available in the Rentalscape Platform throughout the year.
4. Fees; Payments.
4.1. Annual Software Subscription: $ 6,750 (Identification, Compliance Monitoring and Rental
Activity based on properties that are listed in Rentalscape as identified STRs). We approximate
135 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. Optional Expert Services upon Request by the City/County are available at $250 per hour.
4.4. Maximum Price: In no event will the total subscription fees in the first year exceed
$6,750. Future years' renewals will be subject to an annual increase not to exceed 3% per
annum.
4.5. 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.
DOCUSigned by:
Y' Eew�a.S Rt, %N'"S
04F712EBFW84M...
Print Name: Thomas Hemmings
Date: 2/26/2026
CLIENT
By:
_ rLv, VAN*--,L-f
Print Name: A6meG
Date: 0 3 N 6 '71e
Title: chief Financial officer Title:P-44"44-AC42—
TTEST
1Vova M. Javier, MC
Borough Clerk
DATE, �---
Deckard Technologies, Inc. MSA 12.02.2024