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.
Deckard Technologies, Inc. MSA 12.02.2024
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.
Deckard Technologies, Inc. MSA 12.02.2024