HomeMy WebLinkAboutDeckard Technologies, Inc " RESOLUTION 2025-249
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ADOPTED DOC ID: 21171
THIS-IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2025-249 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
APRIL 1,2025:
RESOLVED that the Town Board of the Town of Southold hereby accepts the request for
proposal and authorizes and directs Supervisor Albert J. Krupski., Jr., to execute the
Professional Services Agreement with Deckard Technologies, Inc., in connection with
acquiring the Rentalscape Short Term Rental compliance technology and similar related services
and that said fee shall be a legal charge to the B.1680.4.400.100 and that said Professional
Services Agreement is subject to review and approval by the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Brian O. Mealy, Councilperson
SECONDER:Jill Doherty, Councilperson
AYES: Mealy, Smith, Doherty, Evans, Doroski, Krupski Jr
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MASTER PROFESSIONAL SERVICES AGREEMENT
Iiis Master Professional Services Agreement (the "Agreement") is made and entered into as of
Pl `11 14 (the "Effective Date") by and between Deckard Technologies, Inc., a
Delaware orporation ("Deckard"), having its principal offices located at 1620 5'h Avenue, Suite 400, San
Diego, CA 92101 and the Town of Southold ("Client"), having its principal offices at 54375 .NYS
Route 25, Southold New York 11971
RECITALS
WHEREAS, Deckard provides advanced data analytics and technology solutions for real estate through
its proprietary Rentalscape platform (the "Platform");
WHEREAS, Client desires to engage Deckard to perform the services described in SOWs attached to
this Agreement in accordance with the terms and conditions hereof;
NOW THEREFORE, the parties hereby agree as follows:
1. Statements of Work.
1.1. Client hereby retains Deckard and Deckard hereby agrees to use the Platform to perform certain
data analytics services (the "Services"), which shall be specified in writing in statement(s) of work
executed by the parties hereto (each an "SOW"). The SOW for the initial Services to be performed by
Deckard is attached hereto as Exhibit A. Each subsequent SOW shall be signed by both parties and
shall set forth, upon terms mutually agreeable to the parties, the specific Services to be performed by
Deckard, the timeline and schedule for the performance of such Services and the compensation to be
paid by Client to Deckard for the provision of such Services, as well as any other relevant terms and
conditions. If an SOW includes the development of specific work product, the specifications of such work
product shall be set forth on the relevant SOW. The parties shall attach a copy of each Statement of
Work to this Agreement and each such SOW shall be incorporated herein by reference. Any changes to
an SOW shall be in writing, executed by each party (each a "Change Order"), attached to the original
SOW and incorporated therein and attached hereto as part of Exhibit A. All such executed SOWS and
Change Orders are subject to the terms and conditions of this Agreement, are incorporated herein, and
made a part hereof. In the event of any conflict between the terms of this Agreement and any SOW or
Change Order the terms of this Agreement shall control.
1.2. Deckard agrees to apply Deckard's best efforts to the performance of Services under this
Agreement competently and professionally, and will deliver the work product as set forth in the applicable
SOW. Deckard shall devote such time and attention to the performance of Deckard's duties under this
Agreement, as shall reasonably be required by Client, or as customary in the software industry.
2. Performance of Services. In carrying out the Services, Deckard shall fully comply with any and
all applicable codes, laws and regulations and, if applicable, the rules of the site at which the Services
are performed. Deckard shall provide a project manager who shall oversee the day-to-day performance
of the Services and ensure the orderly performance of the Services consistent with each SOW and this
Agreement. Deckard's project manager shall reasonably cooperate with Client's project manager and
keep him or her informed of the work progress.
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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 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.
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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: (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.
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: Town of Southold
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;
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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
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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 New York, 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 Suffolk County, New York. 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
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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 other
communications of the parties in connection with this Agreement shall be in writing and shall be provided
as follows:
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In the case of Client: Town of Southold In the case of Deckard
Denis Noncarrow Thomas Hemmings
Town Clerk Title: CFO
53095 Main Rd 1620 Fifth Ave Suite 400
P.O. Box 1179
Southold, NY 11971
1-631-765-1800 San Diego, CA 92101
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]
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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 Town of Southold
DocuSigned by:
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By: i4F712EiFiFi1�G... 13y:
Print Name: Thomas Hemmings Print Name:f X f ' -P
Date: 4/10/2025 Date: (Y3-"
chief Financial officer
Title: Title: :S
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Deckard Technologies, Inc. MSA 12.02.2024
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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 Town of Southold New York dated April ) -J , 2025(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: Southold in the State of New York 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 town of Southold;
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 a rental permit or 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 Southold
3. Reporting Period. Reports available in the Rentalscape Platform throughout the year.
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4. Fees; Payments.
4.1. Annual Software Subscription: $14,500.00 (Identification, Compliance Monitoring and Rental
Activity based on properties that are listed in Rentalscape as identified STRs). We approximate xxx
properties by the end of year one as being Monitored in Rentalscape.
4.2. Outreach Campaign: $5,500.00 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: $7,500.00 annually. Develop and host an online portal for Tax
collection on a monthly or quarterly basis depending on the needs of the City/County with Stripe payment
interface with daily reconciliation to finance.
4.4. Tax Collection Portal: $annually. Develop and host an online portal for Tax collection on a monthly
or quarterly basis depending on the needs of the City/County with Stripe payment interface with daily
reconciliation to finance.
4.6. Optional Expert Services upon Request by the Town are available at $250 per hour.
4.6. Online Complaint Form: xxxx annually. 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. xxxx annually. Live answered Hotline that can.dispatch to responsible parties
depending on identified call flow.
4.8. Public Facing Portal. xxxxx annually. 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. Maximum Price: In no event will the total subscription fees in the first year exceed
$27,500.00. 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 a reasonable time period beginning
when a written voucher is submitted to.the Southold Town Comptroller's office from Deckard.
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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 Town of Southold
DOCUSigned by:
By: 04F712E8F9F84B . y 9�Y Y�-_/b r/•�•--"` '
Thomas Hemmings f
Print Name: Print Name: �/G,,= s �• . ��
Date: 4/10/2025 Date:
Chief Financial officer
Title: Title: •S �_�.�. �.. s-c
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Deckard Technologies, Inc. MSA 12.02.2024
COVER SHEET FOR DOCUMENTS
Sent To:
Sent By: TOWN ATTORNEY, PAUL M. DECHANCE
DEPUTY T/A, JACK SQUICCIARINI
ASSISTANTT/A, JULIE M. MCGIVNEY
ASSISTANT T/A, BENJAMIN JOHNSON
CONFIDENTIAL SECRETARY, AMY SCHLACHTER�C
Type Of Agreement:yN � nt.
Nature Of Contract/A reement
I�10
APR 1 7 2025
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