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HomeMy WebLinkAboutContract 1844 o DECKARD 'pp.! w TECHNOI OGLES December 5, 2019 DEC 0 9 2019 CITY OF CATHEDRAL CITY , PLANNING DEPARTMENT Ms. Josie Meza, Administrative Assistant to the City Manager & Council Members CITY OF CATHEDRAL CITY 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 Re: Charter Subscription Agreement between the City of Cathedral City and Deckard Technologies, Inc. Dear Josie, Enclosed please find two partially executed original sets of the above- referenced Agreement. Please sign the two original sets, returning one to my attention and keeping one g for your records. 1 The team is very excited to be working with Cathedral City. Should you need any information or have any further questions please contact Neil Senturia or myself at (858) 754-3201 . Thank you. Sincerely, Nicole Rockstead Executive Assistant to Neil R. Senturia, CEO DECKARDi'2 2223 AVENIDA DE LA PLAYA»SUITE 206»LA JOLLA CA 92037»T:858.754.3201»WWW.DECKARDTECH.COM CHARTER SUBSCRIPTION AGREEMENT /X THIS CHARTER SUBSCRIPTION AGREEMENT(this"Agreement")is made and entered into this 'J' day of November, 2019, (the"Effective Date")by and between Deckard Technologies, Inc., a Delaware Corporation ("Company") and Cathedral City ("City"). 1.Company Platform;Company Services. (a) Company has developed and markets its proprietary"Rentalscape"platform useful for,among other things,real estate property value assessment,short-term rental("STR")data analytics and compliance monitoring("Company Platform"). The use of the Company Platform provides in depth analysis of STRs and their activity throughout a designated geography.Rentalscape surveys the STR environment and captures the detailed SIR data for each property regardless of the hosting site. This enables jurisdictions an independent accounting of their SIR metrics. (b) Company and City desire to enter into this Agreement,pursuant to which Company will utilize the Company Platform to prepare Short Term Vacation Rental reports of all identifiable properties within the designated geography of the City)as mutually agreed to by Company and City ("Reports"), based upon the publicly available data and such other data relevant to the designated geography as City provides to Company upon Company's request for the purposes of generating the Reports. The Reports will include information set forth on Schedule A,attached hereto. (c) In consideration for City agreeing to enter into this Agreement on a charter subscription basis, Company will use commercially reasonable efforts to provide to City at no additional charge a one-year historical accounting of all SIR activity in the City for the period beginning 11/1/2018 through 10/31/2019. 2.License to City. During the Term of this Agreement,Company shall provide City with access to and a non-exclusive right to use the Company Platform for the purposes of accessing,reviewing and managing the Reports. 3.Report Ownership. City shall own all proprietary rights in the Reports,and shall have the right to use the Reports in any manner. 4.Company Platform Ownership.All title,interest,and ownership rights in and to the Company Platform and associated documentation, and all intellectual property rights associated therewith,are and shall remain in Company. Except for the ownership rights in the Reports as provided under Section 3 and the limited license to use the Company Platform as provided in Section 2,no other rights are granted, either express or implied,to City hereby. 5.Consideration.In consideration for the Company's provision of the Reports and the access to the Company Platform,City shall pay to Company agreed compensation as provided in this Agreement's Schedule B,attached hereto. Company shall invoice during the term of this Agreement,and each such invoice shall be due and payable within 30 days of its receipt by City. 6.Confidentiality. For the purposes of this Agreement, "Confidential Information" shall mean any and all information disclosed by Company to City, which information is expressly designated as confidential by Company. City agrees: (i) to use Confidential Information solely in accordance with the provisions of this Agreement;and(ii)not to disclose,or permit to be disclosed,either directly or indirectly,Confidential Information to any third party without Company's written consent.Notwithstanding the foregoing,City shall disclose Confidential Information only to those of its employees who have a need to know for the performance of this Agreement. Notwithstanding the foregoing, "Confidential Information" shall not include information that is: (a)publicly available other than through breach of this Agreement,(b)obtained from third parties not under confidentiality restrictions,or(c)required to be disclosed by order of a court or other governmental entity,provided that City will furnish only that portion of the Confidential Information that is legally required to be disclosed, and further provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.The following shall be deemed Confidential Information:the Feedback(as defined below). 7.Feedback.City agrees to provide feedback to Company concerning the performance of the Company Platform from time to time as reasonably requested by Company, including, without limitation, identifying potential errors and improvements, and completing a product evaluation form provided by Company(collectively,the"Feedback").City agrees that Company shall have the right to use the Feedback for any lawful business purposes of Company. City acknowledges that Feedback provided to Company in connection with the Company Platform may be used by Company to improve or enhance its products. 8.City Data.City shall retain all rights in the data relevant to the designated geography provided to Company by City for the purposes of generating the Report("City Data").City hereby grants Company the right to use City Data for the purpose of performing the services hereunder and generating the Reports. 9.Termination; Further Business Agreement. This Agreement shall have an initial term of one (1) year from the Effective Date, renewable for up to two(2)additional annual terms unless either provides a written notice of termination at least thirty(3 0)days prior to the expiration of the then current term. 10. Compliance with Laws.Each party shall comply with all applicable laws and agreements,including any laws or agreements related to privacy and the collection,use and processingof data in connection with its activities pursuant suant to this Agreement. P �' 11. Disclaimer of Warranties. CITY ACKNOWLEDGES THAT THE REPORT MAY CONTAIN ERRORS AND IS PROVIDED"AS IS"WITHOUT WARRANTY OF ANY KIND,WHETHER EXPRESS,IMPLIED,STATUTORY,OR OTHERWISE. 12. Limitation on Liability. THE TOTAL LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAYABLE BY COMPANY TO CITY UNDER SECTION 5. IN NO EVENT SHALL EITHER PARTY HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 13. Miscellaneous.This Agreement shall be governed by the laws of California without reference to conflict of laws principles.Neither party shall assign this Agreement,directly or indirectly,by operation of law or otherwise,without the prior written consent of the other party,except that Company shall have the right to assign this Agreement to an entity that is a successor in interest to Company pursuant to a merger,acquisition or a similar corporate transaction of Company.The parties to this Agreement are independent contractors,and neither party is an employee,agent,partner or joint venturer of the other.This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement shall be valid unless in writing signed by each party.If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.This Agreement may be executed in counterparts,each of which will be deemed an original and all of which together will constitute one agreement. IN WITNESS WHEREOF,duly authorized representatives of the parties have executed this Agreement. DECKARD TECHNOLOGIES,INC. By: Name: Neil R. Senturia Title: CEO THE CITY 0 ATHEDRAL CI 410,y, d/6-0L By:air ' Name: h a r 1 f t 11/I CCP 04 //�� Title: (�) n apt"'t"'5 Schedule A: Description of Services As per Deckard Technologies Proposal Letter dated October 21St,2019 and Proposal Addendum Letter dated October 24th, 2019,Deliverables of this Agreement are as follows: 1. Deckard Technologies' Rentalscape will provide in depth analysis of Short Term Rentals(STRs)and their activity throughout Cathedral City. • Survey the STR environment and capture detailed STR data for each property regardless of the hosting site, providing the City with an independent accounting of their STR activities. • Provide increased transparency into STRs in Cathedral City,so that the city can measure the effectiveness of its STR ordinances and promote compliance. • A sample of Rentalscape analytics includes: o How many STRs are currently active in the City's jurisdiction? o What is the aggregate revenue from actively listed bookings? o What is the average of nights booked? o What platforms are hosts booking on? o What is the average daily rate? o What is the trend of bookings over the past year? o Who are the biggest STR violators(as per current City Ordinance parameters)? o Which properties are actively listed each month,by address? o What is the total number of properties actively listed in the City each month? o Who are the property owners? Are they individuals,LLCs or other legal entities? o What is the permit history associated with each property being offered as an STR? 2. Deckard will provide a one-year historical accounting of STR activity in the City,for the period beginning 11/1/2018 through 10/31/2019,offering City Staff a valuable baseline of STR activity as current City policies apply. 3. Deckard will provide identification of STRs that are not complying with the City's current regulations as follows: • The listing or advertisement for the STR does not include the City Permit#; • The STR listing or advertisement represents or offers available occupancy that is greater than the City has authorized for the property;and/or • The property is being advertised as an STR but is only permitted as a long term rental. 4. Deckard will provide weekly Rentalscape reports of STR activity including violation of the three criteria above so that the City can notice violators promptly and accordingly. Schedule B: Statement of Fees and Payment Terms • Annual subscription pricing: Deckard will charge$35 per property that lists for one or more short term rentals per year. This covers all rentals of a property during the contract year,regardless of the number of times a property is listed and rented. o Based on an estimated 700 identifiable STR properties that are currently listing within the city boundaries,the price proposal for Cathedral City is$24,500. • Guaranteed Firm Fixed Price for Year One regardless of the number of listings found: o Deckard currently estimates that Cathedral City has 700 listing properties,though this will be data mined and a comprehensive total will be provided and reported upon. In order to ensure that our proposal is for a firm fixed price that protects the City budget,the price of$24,500 will be firm fixed for year one, regardless of the number of listings(in the event that they exceed the current estimate of 700 properties offered for short term rental). • Monthly Payment Structure and City's Right to Cancel: o Payments on the annual agreement will be monthly at the rate of$2,041.67 commencing upon execution of the Deckard Rentalscape Subscription Annual Agreement. o The City will have the right to cancel the Agreement with thirty days' notice. CHARTER SUBSCRIPTION AGREEMENT THIS CHARTER SUBSCRIPTION AGREEMENT(this"Agreement")is made and entered into this day of November, 2019, (the"Effective Date")by and between Deckard Technologies, Inc., a Delaware Corporation("Company") and Cathedral City ("City"). 1.Company Platform;Company Services. (a) Company has developed and markets its proprietary"Rentalscape"platform useful for,among other things,real estate property value assessment,short-term rental("STR")data analytics and compliance monitoring("Company Platform"). The use of the Company Platform provides in depth analysis of STRs and their activity throughout a designated geography.Rentalscape surveys the STR environment and captures the detailed STR data for each property regardless of the hosting site. This enables jurisdictions an independent accounting of their STR metrics. (b) Company and City desire to enter into this Agreement,pursuant to which Company will utilize the Company Platform to prepare Short Term Vacation Rental reports of all identifiable properties within the designated geography of the City)as mutually agreed to by Company and City ("Reports"), based upon the publicly available data and such other data relevant to the designated geography as City provides to Company upon Company's request for the purposes of generating the Reports. The Reports will include information set forth on Schedule A,attached hereto. (c) In consideration for City agreeing to enter into this Agreement on a charter subscription basis, Company will use commercially reasonable efforts to provide to City at no additional charge a one-year historical accounting of all STR activity in the City for the period beginning 11/1/2018 through 10/31/2019. 2.License to City. During the Term of this Agreement,Company shall provide City with access to and a non-exclusive right to use the Company Platform for the purposes of accessing,reviewing and managing the Reports. 3.Report Ownership. City shall own all proprietary rights in the Reports,and shall have the right to use the Reports in any manner. 4.Company Platform Ownership.All title,interest,and ownership rights in and to the Company Platform and associated documentation, and all intellectual property rights associated therewith,are and shall remain in Company. Except for the ownership rights in the Reports as provided under Section 3 and the limited license to use the Company Platform as provided in Section 2,no other rights are granted, either express or implied,to City hereby. 5.Consideration.In consideration for the Company's provision of the Reports and the access to the Company Platform,City shall pay to Company agreed compensation as provided in this Agreement's Schedule B,attached hereto. Company shall invoice during the term of this Agreement,and each such invoice shall be due and payable within 30 days of its receipt by City. 6.Confidentiality. For the purposes of this Agreement, "Confidential Information" shall mean any and all information disclosed by Company to City, which information is expressly designated as confidential by Company. City agrees: (i) to use Confidential Information solely in accordance with the provisions of this Agreement;and(ii)not to disclose,or permit to be disclosed,either directly or indirectly,Confidential Information to any third party without Company's written consent.Notwithstanding the foregoing,City shall disclose Confidential Information only to those of its employees who have a need to know for the performance of this Agreement. Notwithstanding the foregoing, "Confidential Information" shall not include information that is: (a)publicly available other than through breach of this Agreement,(b)obtained from third parties not under confidentiality restrictions,or(c)required to be disclosed by order of a court or other governmental entity,provided that City will furnish only that portion of the Confidential Information that is legally required to be disclosed, and further provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.The following shall be deemed Confidential Information:the Feedback(as defined below). 7.Feedback.City agrees to provide feedback to Company concerning the performance of the Company Platform from time to time as reasonably requested by Company, including, without limitation, identifying potential errors and improvements, and completing a product evaluation form provided by Company(collectively,the"Feedback").City agrees that Company shall have the right to use the Feedback for any lawful business purposes of Company. City acknowledges that Feedback provided to Company in connection with the Company Platform may be used by Company to improve or enhance its products. 8.City Data.City shall retain all rights in the data relevant to the designated geography provided to Company by City for the purposes of generating the Report("City Data").City hereby grants Company the right to use City Data for the purpose of performing the services hereunder and generating the Reports. 9.Termination; Further Business Agreement. This Agreement shall have an initial term of one (1) year from the Effective Date, renewable for up to two(2)additional annual terms unless either provides a written notice of termination at least thirty(30)days prior to the expiration of the then current term. 10. Compliance with Laws.Each party shall comply with all applicable laws and agreements,including any laws or agreements related to privacy and the collection,use and processing of data in connection with its activities pursuant to this Agreement. 11. Disclaimer of Warranties. CITY ACKNOWLEDGES THAT THE REPORT MAY CONTAIN ERRORS AND IS PROVIDED"AS IS"WITHOUT WARRANTY OF ANY KIND,WHETHER EXPRESS,IMPLIED,STATUTORY,OR OTHERWISE. 12. Limitation on Liability. THE TOTAL LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAYABLE BY COMPANY TO CITY UNDER SECTION 5. IN NO EVENT SHALL EITHER PARTY HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 13. Miscellaneous.This Agreement shall be governed by the laws of California without reference to conflict of laws principles.Neither party shall assign this Agreement,directly or indirectly,by operation of law or otherwise,without the prior written consent of the other party,except that Company shall have the right to assign this Agreement to an entity that is a successor in interest to Company pursuant to a merger,acquisition or a similar corporate transaction of Company.The parties to this Agreement are independent contractors,and neither party is an employee,agent,partner or joint venturer of the other.This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement shall be valid unless in writing signed by each party.If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.This Agreement may be executed in counterparts,each of which will be deemed an original and all of which together will constitute one agreement. IN WITNESS WHEREOF,duly authorized representatives of the parties have executed this Agreement. DECKARD TECHNOLOGIES,INC. By: Name: Neil R.Senturia Title: CEO THE CITY CATHEDRAL ITY By:vV L �� Name: W 7!�EMI 7I r$Yl S fl Title: 1 a. 111 a ', Schedule A: Description of Services As per Deckard Technologies Proposal Letter dated October 21st,2019 and Proposal Addendum Letter dated October 24th, 2019,Deliverables of this Agreement are as follows: 1. Deckard Technologies' Rentalscape will provide in depth analysis of Short Term Rentals(STRs)and their activity throughout Cathedral City. • Survey the STR environment and capture detailed STR data for each property regardless of the hosting site, providing the City with an independent accounting of their STR activities. • Provide increased transparency into STRs in Cathedral City, so that the city can measure the effectiveness of its STR ordinances and promote compliance. • A sample of Rentalscape analytics includes: o How many STRs are currently active in the City's jurisdiction? o What is the aggregate revenue from actively listed bookings? o What is the average of nights booked? o What platforms are hosts booking on? o What is the average daily rate? o What is the trend of bookings over the past year? o Who are the biggest STR violators(as per current City Ordinance parameters)? o Which properties are actively listed each month,by address? o What is the total number of properties actively listed in the City each month? o Who are the property owners? Are they individuals,LLCs or other legal entities? o What is the permit history associated with each property being offered as an STR? 2. Deckard will provide a one-year historical accounting of STR activity in the City, for the period beginning 11/1/2018 through 10/31/2019,offering City Staff a valuable baseline of STR activity as current City policies apply. 3. Deckard will provide identification of STRs that are not complying with the City's current regulations as follows: • The listing or advertisement for the STR does not include the City Permit#; • The STR listing or advertisement represents or offers available occupancy that is greater than the City has authorized for the property; and/or • The property is being advertised as an STR but is only permitted as a long term rental. 4. Deckard will provide weekly Rentalscape reports of STR activity including violation of the three criteria above so that the City can notice violators promptly and accordingly. Schedule B: Statement of Fees and Payment Terms • Annual subscription pricing: Deckard will charge$35 per property that lists for one or more short term rentals per year. This covers all rentals of a property during the contract year,regardless of the number of times a property is listed and rented. o Based on an estimated 700 identifiable STR properties that are currently listing within the city boundaries,the price proposal for Cathedral City is$24,500. • Guaranteed Firm Fixed Price for Year One regardless of the number of listings found: o Deckard currently estimates that Cathedral City has 700 listing properties,though this will be data mined and a comprehensive total will be provided and reported upon. In order to ensure that our proposal is for a firm fixed price that protects the City budget,the price of$24,500 will be firm fixed for year one, regardless of the number of listings(in the event that they exceed the current estimate of 700 properties offered for short term rental). • Monthly Payment Structure and City's Right to Cancel: o Payments on the annual agreement will be monthly at the rate of$2,041.67 commencing upon execution of the Deckard Rentalscape Subscription Annual Agreement. o The City will have the right to cancel the Agreement with thirty days' notice.