HomeMy WebLinkAbout10 -PSA for Short-Term Lodging Compliance & HotlineQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
May 13, 2025
Agenda Item No. 10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Jason AI -Imam, Finance Director/Treasurer - 949-644-3126,
jalimam@newportbeachca.gov
PREPARED BY: Heather Nichols, Assistant Management Analyst - 949-644-3148,
hnichols@newportbeachca.gov
TITLE: Professional Services Agreement with Deckard Technologies, Inc.
for Short -Term Lodging Compliance & Hotline
ABSTRACT:
The City of Newport Beach currently contracts with a third -party vendor to monitor
short-term lodging compliance and provide a 24/7 complaint hotline. With the existing
agreement with GovOS Inc. expiring on August 31, 2025, staff recommends that the City
Council approve a new five-year agreement with Deckard Technologies. The proposed
agreement includes compliance monitoring, rental activity reporting, public outreach, and
a 24/7 bilingual hotline service, for a total not -to -exceed amount of $243,750 over the
term of the contract.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
b) Approve a Professional Services Agreement with Deckard Technologies, Inc. for
Short -Term Lodging Compliance and Hotline for five years for a not -to -exceed amount
of $243,750 piggybacking off the procurement of the City of Oxnard's formal
solicitation; and
c) Authorize the Mayor and the City Clerk to execute the agreement.
DISCUSSION:
The City's current agreement for short-term lodging (STL) compliance monitoring and
24/7 hotline services with GovOS Inc. is set to expire on August 31, 2025. To ensure
continuity of services and improved capabilities, staff recommends City Council approval
of a new five-year professional services agreement with Deckard Technologies, Inc.
(Deckard).
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Professional Services Agreement with Deckard Technologies, Inc.
for Short -Term Lodging Compliance & Hotline
May 13, 2025
Page 2
Under the proposed agreement, Deckard will provide comprehensive STL monitoring and
compliance services utilizing its Rentalscape platform. This platform will identify all active
STL properties within the city; analyze rental activity including revenue, booking trends,
nightly rates, and platform usage; and flag ordinance violations such as missing permit
numbers, excessive occupancy, and unauthorized listings. Monthly reports will include
detailed data on property addresses, ownership and permit history to assist with
enforcement and policy evaluation.
To further support compliance with the Newport Beach Municipal Code, Deckard will
conduct an outreach campaign to encourage property owner registration and adherence
to STL regulations. In addition, the agreement includes operation of a U.S.-based,
bilingual, 24/7 complaint hotline and online complaint submission system to address
community concerns in real time.
In accordance with Purchasing Policy AP-001, Section 4.2, the City is authorized to utilize
"piggybacking" procurement methods, allowing the use of another agency's competitively
bid contract executed within the prior 24 months. The City obtained and reviewed the City
of Oxnard's Request for Proposals for similar services, and the purchasing and contracts
administrator confirmed the agreement is in compliance with the City's purchasing policy.
FISCAL IMPACT:
The adopted budget includes sufficient funding for this purchase. It will be expensed to
the Services Professional account in the Finance Department, 0103031-811008.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING -
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Professional Services Agreement with Deckard Technologies, Inc. for
Short -Term Lodging Compliance & Hotline
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ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT
WITH DECKARD TECHNOLOGIES, INC. FOR
SHORT-TERM LODGING COMPLIANCE & HOTLINE
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 13th day of May, 2025 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
DECKARD TECHNOLOGIES, INC., a Delaware corporation ("Consultant"), whose
address is 1620 5th Avenue, Suite 400 San Diego, CA 92101, and is made with reference
to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide Short Term Lodging ("STU)
Compliance Software and Hotline management ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on May 1, 2030, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
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completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Two Hundred Forty Three
Thousand Seven Hundred Fifty Dollars and 00/100 ($243,750.00), without priorwritten
authorization from City.
4.2 Upon the first anniversary of the Effective Date and upon each anniversary
of the Effective Date thereafter, the billing rates set forth in Exhibit B ("Billing Rates") may
be adjusted in proportion to changes in the Consumer Price Index, subject to the
maximum adjustment set forth below. Such adjustment shall be made by multiplying the
Billing Rates in Exhibit B by a fraction, the numerator of which is the value of the
Consumer Price Index for the calendar month three (3) months preceding the calendar
month for which such adjustment is to be made, and the denominator of which is the value
of the Consumer Price Index for the same calendar month immediately prior to Effective
Date. The Consumer Price Index to be used in such calculation is the "Consumer Price
Index, All Items, 1982-84=100 for All Urban Consumers (CPI-U)", for the Los Angeles -
Riverside -Orange County Metropolitan Area, published by the United States Department
of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial
indices are published, the official index shall be used. If said Consumer Price Index is no
longer published at the adjustment date, it shall be constructed by conversion tables
included in such new index. In no event, however, shall the amount payable under this
Agreement be reduced below the Billing Rates in effect immediately preceding such
adjustment. The maximum adjustment increase to the Billing Rates, for any year where
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an adjustment is made pursuant to this Section, shall not exceed the Consumer Price
Index or 2.0% of the Billing Rates in effect immediately preceding such adjustment,
whichever is less. Contractor shall notify City in writing of any requests for adjustment
pursuant to this Section at least thirty (30) days prior to the Effective Date of such
adjustment, and provide updated billing rates. Adjusted billing rates shall be approved in
writing by City prior to use.
4.3 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.4 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.5 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to -be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Josh Ruark to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld with
respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
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6. ADMINISTRATION
This Agreement will be administered by the Finance - Revenue. City's Revenue
Manager or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
Deckard Technologies, Inca Page 4
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(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
Deckard Technologies, Inc. Page 5
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13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
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employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
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21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
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25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Revenue Manager
Finance - Revenue
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Nickolas Del Pego
Deckard Technologies, Inc.
1620 5th Ave, Suite 400
San Diego, CA 92101
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily, performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
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shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Aareement. whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge)that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
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28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: t(/('6/zoz5
By: g—
Aaron C. Harp 475-
City Attorney y11d� s
ATTEST:
Date:
in
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Joe Stapleton
Mayor
CONSULTANT: DECKARD
TECHNOLOGIES, INC., a Delaware
corporation
Date:
Bv:
Nickolas Del Pego
Chief Executive Office
Date:
By:
Thomas Hemmings
Chief Financial Office
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT
SCOPE OF SERVICES
Deckard Technologies, Inc. Page A-1 10-15
Exhibit A
Scope of Services
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 Newport Beach in the State of California based upon publicly available
data and such other data relevant to the Designated Geography to be provided to the client by
Deckard (reports accessible from Rentalscape). The Reports shall include at a minimum:
1.1. Information on STRs currently active in the Designated Geography;
1.2. The aggregate revenue from actively listed bookings;
1.3. The average number of nights booked per reservation;
1.4. The major platforms used by STR hosts;
1.5. Average daily rates;
1.6. Booking trends during the Reporting Period;
1.7. Identify, by address, the following violations of STR ordinances within the Designated
Geography;
1.7.1. Listings or advertisements that do not include an STR permit number;
1.7.2. Listings or advertisements that represent or offer occupancy in excess of the occupancy
maximums in the Designated Geography; and
1.7.3. Properties advertised as STRs that are only permitted as long-term rentals;
1.8. Identify the actively listed STRs by month and address;
1.9. List the property owners; and
1.10. List the permit history of each property offering STRs in the Designated Geography.
2. Designated Geography. - Newport Beach, CA
3. Fees; Payments.
3.1. Annual Software Subscription: (Identification, Compliance Monitoring and Rental Activity
based on properties that are listed in Rentalscape as identified STRs).
3.2. Outreach Campaign: Included to drive compliance. Three letter campaign to inform and
encourage property owners to become compliant with the Registration Process.
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3.3. STR Complaint 24/7 Hotline and Online Complaint Form: Host a 24/7 US based bi-lingual Call
Center with live agents at a Premier Level of Service to be developed with dispatching rules and host
an online complaint form.
3.4. Optional Expert Services upon Request by the City/County are available at $250 per hour.
3.5. Maximum Price: In no event will the total subscription fees in the first year exceed
$48,750. Future years' renewals will be subject to a CPI increase as outlined in the Agreement.
3.6. Timing: Client will pay the annual subscription fees within 30 days of receipt of invoices from
Deckard.
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EXHIBIT B
SCHEDULE OF BILLING RATES
Deckard Technologies, Inc. Page B-1 10-18
RENTALSCAPE
• Estimated 1650 properties
• Identify property & address
• Identify property owner address
• Real-time reporting of all new listings & daily calendar monitoring
• 10,000+ Websites monitored Daily, worldwide $41,250
• FutureCast" - Identify future bookings as they are made on the rental platform Annually
• Letter campaign to inform STIR illegal operators regarding compliance requirements and
procedures
• All letter templates will receive City approval pre -campaign
• Campaign includes one Introductory letter and two additional escalation letters
• On Demand, Dynamic reporting, offering multiple ad hoc reports INCLUDED
• Filters allowing users to focus on specific segments of the STIR population
• Single Point of Contact for «place» staff for all matters
• Ensures the «place» is following Industry best practices INCLUDED
• Shepherds the implementation process from start to finish
• Periodic meetings/calls throughout the life of the account
• No limit on the number of Rentalscape user accounts
• No per -session training costs INCLUDED
• Single Sign -On (SSO) available
• Dedicated client support staff available to assist with costumer request
• 24/7 US bilingual (upon request) call center with live agents — Premier (see Page 13 for $7,500
Detail Information) (OPTIONAL)
• Online complaint form (Complaint Form only $2,000)
TOTAL YEAR ONE $481750
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EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification
of City, and prior to commencement of Work, Consultant shall obtain,
provide and maintain at its own expense during the term of this
Agreement, policies of insurance of the type and amounts described
below and in a form satisfactory to City. Consultant agrees to provide
insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does
not meet these requirements, Consultant agrees to amend,
supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance
Commissioner to transact business of insurance in the State of
California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved
by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation Insurance, statutory limits, and
Employer's Liability Insurance with limits of at least one million
dollars ($1,000,000) each accident for bodily injury by accident and
each employee for bodily injury by disease in accordance with the
laws of the State of California.
Consultant shall submit to City, along with the certificate of
insurance, a Waiverof Subrogation endorsement in favor of City, its
City Council, boards and commissions, officers, agents, volunteers
and employees.
B. General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary excess/umbrella
liability insurance, with coverage at least as broad as provided by
Insurance Services Office form CG 00 01, in an amount not less
than two million dollars ($2,000,000) per occurrence, four million
dollars ($4,000,000) general aggregate. The policy shall cover
liability arising from bodily injury, property damage, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business
contract).
Deckard Technologies, Inc. Page C-1 10-20
C. Automobile Liability Insurance. Consultant shall maintain
automobile insurance at least as broad as Insurance Services
Office form CA 00 01 covering bodily injury and property damage
for all activities of Consultant arising out of or in connection with
Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit
each accident.
D. Professional/Ober Errors & Omissions Liability Insurance.
Contractor shall maintain Errors & Omissions/Professional Liability
Insurance/Privacy Liability Insurance in an amount not less than
$5,000,000 per claim and annual aggregate, covering (1) all acts,
errors, omissions, negligence, infringement of intellectual property,
(2) network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils,
wrongful disclosure, collection, or negligence in the handling of
confidential information, privacy perils, including coverage for
related regulatory defense and penalties, and (3) data breach
expenses payable whether incurred by City or Contractor,
including but not limited to consumer notification, whether or not
required by law, computer forensic investigations, public relations
and crisis management firm fees, credit file or identity monitoring
or remediation services, in the performance of services for City or
on behalf of City hereunder.
The policy shall contain an affirmative coverage grant for bodily
injury and property damage emanating from the failure of the
technology services or an error or 'omission in the
content/information provided.
If a sub -limit applies to any elements of coverage, the certificate of
insurance evidencing the coverage above must specify the
coverage section and the amount of the sub -limit.
E. _Excess/Umbrella Liability Insurance. If any Excess or Umbrella
Liability policies are used to meet the limits of liability required by
this contract, then said policies shall be "following form" of the
underlying policy coverage, terms, conditions, and provisions and
shall meet all of the insurance requirements stated in this contract,
including, but not limited to, the additional insured and primary &
non-contributory insurance requirements stated herein. No
insurance policies maintained by the City, whether primary or
excess, and which also apply to a loss covered hereunder, shall
be called upon to contribute to a loss until the Consultant's primary
and excess/umbrella liability policies are exhausted.
Deckard Technologies, Inc. Page C-2 10-21
4. Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this Agreement shall be endorsed to waive
subrogation against City, its City Council, boards and
commissions, officers, agents, volunteers and employees or shall
specifically allow Consultant or others providing insurance
evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own
right of recovery against City, and shall require similar written
express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general
liability, excess/umbrella liability, pollution liability, automobile
liability, and cyber if required, but not including professional liability,
shall provide or be endorsed to provide that City, its City Council,
boards and commissions, officers, agents, volunteers and
employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance
or self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for
which ten(10) calendar days' notice is required) or nonrenewal of
coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby
agree to the following:
A. Evidence of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required
herein, along with a waiver of subrogation endorsement for
workers' compensation and other endorsements as specified
herein for each coverage. Insurance certificates and endorsement
must be approved by City's Risk Manager prior to commencement
of performance. Current certification of insurance shall be kept on
file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be
signed by a person authorized by that insurer to bind coverage on
its behalf. At least fifteen (15) days prior to the expiration of any
such policy, evidence of insurance showing that such insurance
coverage has been renewed or extended shall be filed with the
City. If such coverage is cancelled or reduced, Consultant shall,
within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of
Deckard Technologies, Inc. Page C-3 10-22
insurance showing that the required insurance has been reinstated
or has been provided through another insurance company or
companies. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any
time during the term of the Agreement to change the amounts and
types of insurance required by giving Consultant sixty (60)
calendar days' advance written notice of such change. If such
change results in substantial additional cost to Consultant, City and
Consultant may renegotiate Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges
and agrees that any actual or alleged failure on the part of City to
inform Consultant of non-compliance with any requirement
imposes no additional obligations on City nor does it waive any
rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of
any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended
by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains
higher limits than the minimums shown above, the City requires
and shall be entitled to coverage for higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be
available to the City.
E. Self -insured Retentions. Any self -insured retentions must be
declared to and approved by City. City reserves the right to require
that self -insured retentions be eliminated, lowered, or replaced by
a deductible. Self- insurance will not be considered to comply with
these requirements unless approved by City.
F. City Remedies for Non -Compliance. If Consultant or any
subconsultant fails to provide and maintain insurance as required
herein, then City shall have the right but not the obligation, to
purchase such insurance, to terminate this Agreement, or to
suspend Consultant's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole
option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
Deckard Technologies, Inc. Page C-4
10-23
G. Timely Notice of Claims. Consultant shall give City prompt and
timely notice of claims made or suits instituted that arise out of or
result from Consultant's performance under this Agreement, and
that involve or may involve coverage under any of the required
liability policies. City assumes no obligation or liability by such
notice, but has the right (but not the duty) to monitor the handling
of any such claim or claims if they are likely to involve City.
H. Consultant's Insurance. Consultant shall also procure and
maintain, at its own cost and expense, any additional kinds of
insurance, which in its own judgment may be necessary for its
proper protection and prosecution of the Work.
Deckard Technologies, Inc. Page C-5
10-24