HomeMy WebLinkAboutresolution.council.171-25RESOLUTION 41 / 1
(Series of 2025)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND DECKARD TECHNOLOGIES, INC., AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF
ASPEN, COLORADOa
V'iTHEREAS, there has been submitted to the City Council a contract for the
Rentalscapes short-term rental (STR) compliance software platform, between the
City of Aspen and Deckard Technologies, Inc., a true and accurate copy of which
is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract for
services between the City of Aspen and Deckard Technologies, Inc., a copy of
which is annexed hereto and incorporated herein, and does hereby authorize the
City Manager to execute said agreement on behalf of the City of Aspen.
RESOLVED, APPROVED, AND ADOPTED FINALLY by the City
Council of the City of Aspen on the 16' day of December 2025.
Rachael`�ichards, Mayor
I, Nicole Henning, duly appointed and acting City Clerk, do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting on the 16' day of December
2025.
Nicole H�ining, City Clerk
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MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (the "Agreement") is made and entered into as of
January 1, 2026 (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 City of Aspen, CO ("Client"), having its principal offices at 427
Rio Grande Place, Aspen, CO 81611.
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
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oversee the dayto-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.
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 twee one years; the Term shall be
automatically renewed thereafter for additional periods of two 1 year options 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:
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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.
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: (1) 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.
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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;
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
nondisclosure, 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.
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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 PARTYARISING OUT OF OR RELATED TO THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO DECKARD UNDER
THIS AGREEMENT.
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. To the extent authorized under Colorado law, the 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. The
Parties specifically understand and agree that nothing contained in the Agreement shall be
construed as an express or implied waiver by the City of its governmental immunity or of the
governmental immunity of the State of Colorado, as an express or implied acceptance by the
City of liabilities arising as a result of action which lie in tort or could lie in tort in excess of the
liabilities allowable under the Colorado Governmental Immunity Act, as a pledge of the full faith
and credit of the State of Colorado, as an assumption by the City of a debt, contract or liability of
Contractor in violation of Article XI, Section 1 of the Constitution of Colorado, or as a wavier of
the City's immunity under the Eleventh Amendment of the United State Constitution.
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12. 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").
13. Governing Law. This Agreement and all disputes relating to this Agreement shall be
governed by the laws of the State of Colorado, 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 Pitkin County, Colorado. THE PARTIES HERETO KNOWINGLY AND
IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY.
14. 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.
15. 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.
16. 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.
17. 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.
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18. 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.
19. 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
52.23M1 (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.
20. 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.
21. 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:
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
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22. 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.
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.
DocuSigned by
�fi�,bw�aS
Sy; 04F712EK9F8486...
Thomas Hemmincis
Print Name:
Date: e1Z/4/20Z5
Title: chief Financial officer
CLIENT
Signed by:
LP sfVti w
�y53!`C155pD.9QD430
12/17/2025 12:194003 PM MST
Date:
Title: City Manager
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 City of Aspen, CO dated [EFFECTIVE DATE OF MASTER SERVICES
AGREEMENT] (the "Master Agreement"). Capitalized terms used in this SOW will have the same
meaning as set forth in the Agreement.
1. Short Term Rental Service. Client desires to engage Deckard to use the Rentalscape
Platform to prepare real estate property data for short-term rentals ("STRs") on all identifiable
properties within the City of: Aspen in the State of Colorado 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;
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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, I 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 include a permit number that is expired or
invalid based on Localgov current permit information;
1.7.3. Listings or advertisements that represent or offer occupancy in excess of
the occupancy maximums allowed per Aspen's municipal code; and
1.7.4. Properties advertised as STRs (available to book for periods of 29 days or
less at a time) that are only licensed for long-term rentals of 30 days at a
time or more;
1.8. Identify the actively listed STRs by month and address and City of Aspen zone
district;
1.9. List the expiration dates of permits for advertisements that are found with active
permits in Aspen's system;
1.10. The total number of properties actively listed in the Designated Geography each
month during the Reporting Period;
1.11. List the property owners for each advertisement identified;
1.12. List the Pitkin County Parcel Identification Number for each advertisement found;
and
1.13. List the permit history of each property offering STRs in the Designated
Geography, which includes changes in permit status such as expired, closed,
revoked, suspended, etc.
2. Designated Geography. The City of Aspen, CO
3. Reporting Period. Reports available in the Rentalscape Platform throughout the year.
4. Fees; Payments.
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4.1. Annual Software Subscription: $40,000 (Identification, Compliance Monitoring and
Rental Activity based on properties that are listed in Rentalscape as identified
STRs). We approximate 800 properties by the end of year one as being Monitored
in Rentalscape.
4.5. Optional Expert Services upon Request by the City/County are available at $250
per hour.
.6. Integration with LocalGov. One time cost at setup of $71500.
4.9. Maximum Price: In no event will the total subscription fees in the first year exceed
47 500 Future years' renewals will be subject to an annual increase not to exceed
5%
per annum.
4.10. 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.
DECKARD TECHNOLOGIES, INC.
DocuSigned by:
t,btMaSIMiV�S
By; 04F712E8F9F84B6..,
Print Name: Thomas Hemmings
Date: _12/4/2025
Title: Chief Financial officer
CLIENT
By:
Print Name:
Date:
Title:
Deckard Technologies, Inc. MSA 12.02.2024
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (the "Agreement") is made and entered into as of
January 1, 2026 (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 City of Aspen, CO (“Client”), having its principal offices at 427
Rio Grande Place, Aspen, CO 81611.
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
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
oversee the dayto-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.
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 one years; the Term shall be
automatically renewed thereafter for additional periods of two 1 year options 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:
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EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
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.
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.
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
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;
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
nondisclosure, 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.
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
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.
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. To the extent authorized under Colorado law, the 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. The
Parties specifically understand and agree that nothing contained in the Agreement shall be
construed as an express or implied waiver by the City of its governmental immunity or of the
governmental immunity of the State of Colorado, as an express or implied acceptance by the
City of liabilities arising as a result of action which lie in tort or could lie in tort in excess of the
liabilities allowable under the Colorado Governmental Immunity Act, as a pledge of the full faith
and credit of the State of Colorado, as an assumption by the City of a debt, contract or liability of
Contractor in violation of Article XI, Section 1 of the Constitution of Colorado, or as a wavier of
the City’s immunity under the Eleventh Amendment of the United State Constitution.
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
12. 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”).
13. Governing Law. This Agreement and all disputes relating to this Agreement shall be
governed by the laws of the State of Colorado, 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 Pitkin County, Colorado. THE PARTIES HERETO KNOWINGLY AND
IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY.
14. 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.
15. 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.
16. 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.
17. 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.
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
18. 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.
19. 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.
20. 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.
21. 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:
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
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
22. 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.
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
By: By:
Thomas Hemmings
Print Name: Print Name:
Date: 12/4/2025 Date:
Title: Chief Financial Officer Title:
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 City of Aspen, CO dated [EFFECTIVE DATE OF MASTER SERVICES
AGREEMENT] (the “Master Agreement”). Capitalized terms used in this SOW will have the same
meaning as set forth in the Agreement.
1. Short Term Rental Service. Client desires to engage Deckard to use the Rentalscape
Platform to prepare real estate property data for short-term rentals (“STRs”) on all identifiable
properties within the City of: Aspen in the State of Colorado 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;
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
Pete Strecker
12/24/2025 | 12:53:22 PM MST
City Manager
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
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 include a permit number that is expired or
invalid based on Localgov current permit information;
1.7.3. Listings or advertisements that represent or offer occupancy in excess of
the occupancy maximums allowed per Aspen’s municipal code; and
1.7.4. Properties advertised as STRs (available to book for periods of 29 days or
less at a time) that are only licensed for long-term rentals of 30 days at a
time or more;
1.8. Identify the actively listed STRs by month and address and City of Aspen zone
district;
1.9. List the expiration dates of permits for advertisements that are found with active
permits in Aspen’s system;
1.10. The total number of properties actively listed in the Designated Geography each
month during the Reporting Period;
1.11. List the property owners for each advertisement identified;
1.12. List the Pitkin County Parcel Identification Number for each advertisement found;
and
1.13. List the permit history of each property offering STRs in the Designated
Geography, which includes changes in permit status such as expired, closed,
revoked, suspended, etc.
2. Designated Geography. The City of Aspen, CO
3. Reporting Period. Reports available in the Rentalscape Platform throughout the year.
4. Fees; Payments.
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
EXHIBIT A
COA Project #2025-418
Deckard Technologies, Inc. MSA 12.02.2024
4.1. Annual Software Subscription: $40,000 (Identification, Compliance Monitoring and
Rental Activity based on properties that are listed in Rentalscape as identified
STRs). We approximate 800 properties by the end of year one as being Monitored
in Rentalscape.
4.5. Optional Expert Services upon Request by the City/County are available at $250
per hour.
4.6. Integration with LocalGov. One time cost at setup of $7,500.
4.9. Maximum Price: In no event will the total subscription fees in the first year exceed
$47,500 Future years’ renewals will be subject to an annual increase not to exceed
5%
4.10. 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. CLIENT
By: By:
Print Name: Thomas Hemmings
Date: 12/4/2025
Title: Chief Financial Officer
Print Name:
Date:
Title:
per annum.
Docusign Envelope ID: B47D3F6B-D135-4A3A-9048-FAF4AF469C2D
12/24/2025 | 12:53:22 PM MST
Pete Strecker
City Manager