Agmt, Signature & Insurance - Deckard Technologies, Inc. — Redondo Beach City Council, May 20, 2025

Deckard Technologies, Inc. MSA 01.25.2023

MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (the "Agreement") is made and entered into as of ______________________ (the “Effective Date”) by and between Deckard Technologies, Inc., a Delaware corporation (“Deckard”), having its principal offices located at 1620 5th Avenue, Suite 400, San Diego, CA 92101 and the City of Redondo Beach, California (“Client”), having its principal offices at 415 Diamond St. Redondo Beach, CA 90277.

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.

Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023

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.

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 60 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 renewed in writing 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.

5.3. Continuation. This Agreement shall continue in full force and effect following the termination of any SOW, unless otherwise agreed by the parties.

5.4. Post Termination Obligations. Upon the expiration or termination of this Agreement or any SOW for any reason, Deckard shall: (i) carry out an orderly winding down of the affected work; (ii) Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023
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 subcontract with other companies or individuals to carry out some part of the Services, pursuant to the provisions of this Section and provided that Deckard shall remain responsible for the oversight of all work performed. Deckard acknowledges that the services which it shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Deckard shall not assign or sublet to any other party without the prior written approval of Client, which approval may be withheld in the Client’s sole and absolute discretion. In the event that the Client, in writing in advance, approves any assignment or subletting of this Agreement or the retention of subcontractors by Deckard, Deckard shall provide to the Client upon request copies of each and every subcontract prior to the execution thereof by Deckard and subcontractor. Any attempt by Deckard to assign any or all of its rights under this Agreement without first obtaining the Client’s prior written consent shall constitute a material default under this Agreement.

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:

Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023

9.2.1. It has the legal right and authority to enter into this Agreement and to deliver the Data to Deckard to perform the Services;

9.2.2. Upon execution by an authorized representative, the Agreement will be a binding Agreement, enforceable against Client in accordance with its terms; and

9.2.3. Entering into this Agreement or performing work under a particular SOW shall not violate any agreement (written or implied) with any third party.

These warranties shall survive inspection, acceptance, and payment and are in addition to all other warranties expressed or implied by law.

10. Nondisclosure of Confidential Information. During the performance of this Agreement certain proprietary, technical and financial information may be disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) and shall be deemed proprietary if marked with a conspicuous legend identifying it as proprietary or confidential information (“Confidential Information”). The Receiving Party shall not use less than the same efforts to prevent the disclosure of Confidential Information received hereunder as is used to protect its own Confidential Information, and in no event, however, less than a reasonable degree of care. Disclosure of Confidential Information received hereunder shall be restricted to those individuals who are directly participating in the performance of the Services under this Agreement. Confidential Information shall not include information that the Receiving Party can demonstrate by competent evidence is (a) rightfully known to the Receiving Party without obligations of 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. 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), including, without limitation, (a) claims for injury or death to persons, or loss of or damage to property caused by the acts of Deckard or its agents; (b) a claim that the Services infringe the intellectual property rights of any third party; and (c) any violation by Deckard, its employees, agents, representatives or any person or entity acting on its behalf of any, Federal, State and/or local law, or regulation. Deckard shall be entitled to assume control of the settlement, compromise, negotiation and defense of any claim, and in such case, Deckard shall not enter into any settlement of any claim or action that adversely affects Client’s business or interests without its prior approval, which shall not be unreasonably withheld or delayed. 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 Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023
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.

12. Proprietary Rights. The results of the Services delivered to Client in the form delivered to Client, including all reports, technical communications, drawings, records, charts, or other materials originated or prepared by Deckard for Client in performing the Services (all of the foregoing, collectively, the “Work Product”) shall be the property of Client, and Deckard hereby assigns all rights to such Work Product to Client. Without limiting the generality of the foregoing and subject to Deckard’s confidentiality obligations under this Agreement, Client acknowledges that the Work Product will include the aggregation and analysis of certain publicly available data and agrees that nothing contained in this Agreement shall be interpreted to prohibit Deckard from using its technology and other intellectual property to analyze the same or similar publicly available information for third parties. In addition, to the extent that Deckard incorporates any Deckard Property (as defined below), including any pre-existing or copyrighted work of Deckard into the Work Product, such Deckard Property shall remain the property of Deckard. Deckard grants to Client a perpetual, royalty-free, irrevocable, worldwide, non-exclusive license to use such Deckard Property in connection with exercising the rights of ownership granted to Client under this Agreement. In addition, nothing herein shall grant to Client any rights in the Platform or any other proprietary technologies and intellectual property used by Deckard in preparing any Work Product (“Deckard Property”).

13. Governing Law. This Agreement and all disputes relating to this Agreement shall be governed by the laws of the State of California, 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 the County of Los Angeles, California. THE PARTIES HERETO KNOWINGLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY.

14. Assignment. Deckard shall not assign, transfer or sell its rights or obligations under the Agreement without Client’s prior written consent, which shall not be unreasonably withheld; provided that such consent shall not be required if the assignment is in connection with the sale of all or substantially all of Deckard’s business to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.

15. Severability; Survival. If any part, term, or provision of the Agreement is held invalid or unenforceable for any reason, the remainder of the Agreement shall continue in full force and effect as if the Agreement has been executed with the invalid portion thereof eliminated. Upon termination or expiration of this Agreement, the terms and conditions set out in Sections 5.4, 8, and 10 through 22 will survive such termination.

16. Waiver of Breach. The waiver of a breach of the Agreement or the failure of a party to exercise any right under the Agreement shall in no event constitute a waiver of any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under the Agreement.

17. Force Majeure. Neither party shall be liable for any failure to perform, or delay in performing, any of its obligations hereunder due to causes beyond its reasonable control, and without the fault or negligence of that party. Such causes shall include, without limitation, Acts of God, acts of civil or military authority, fire, flood, epidemic, pandemic, quarantine, freight embargo, civil commotion or acts of war, declared or undeclared.

18. Compliance with Laws. Each party agrees to comply with all applicable local, state, and federal laws and executive orders and regulations issued pursuant thereto and agrees to defend, indemnify, and Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023
hold the other party harmless from any claim, suit, loss, cost, damage, expense (including reasonable attorney’s fees), or liability by reason of the other party’s violation of this provision.

19. Dispute Resolution. In the event of a claim or dispute between the parties arising under this Agreement, such claim or dispute shall be settled by mutual agreement between the senior management of the parties, If an agreement is not reached within a reasonable time, except as otherwise provided in this section, any dispute concerning the terms and conditions of this Agreement may be resolved by pursuing any right or remedy available at law or in equity in accordance with this Agreement. Deckard shall, at all times, proceed diligently with the performance of the Services hereunder. Notwithstanding the above, Client’s contract with a governmental entity may include a disputes clause under FAR 52.233-01 (the “Disputes Clause”), pursuant to which a prime contractor may pursue certain procedures in the event of a dispute between the customer and Client with respect to questions of law or fact relating to the government contract. In such case, all Deckard claims, controversies or disputes concerning matters that are subject to the Disputes Clause of the government contract shall be governed solely by such disputes clause Deckard shall be responsible for providing any and all certifications required by law or Client to enable Client or its customer to verify, support, or confirm such certifications. Both parties agree that the occurrence of a dispute under the Disputes Clause shall not interfere with either party’s performance or other obligations under this Agreement.

20. Entire Agreement. This Agreement and each SOW issued hereunder represent the entire understanding and agreement between the parties hereto and supersede all other prior written or oral agreements made by or on behalf of Client or Deckard. In the event of a conflict between the terms and conditions of this Agreement and any SOW, the Agreement shall control, unless the SOW expressly provides that it is intended to modify the Agreement. Deckard’s proposals shall not be part of this Agreement unless specifically referenced in the SOW and agreed to in writing by Client. This Agreement may be modified only by written agreement signed by the authorized representatives of the parties.

21. Communications and Notices. Other than communications required to be made by Deckard’s project manager to Client’s project manager, all notices, orders, directives, requests or other communications of the parties in connection with this Agreement shall be in writing and shall be provided as follows:

Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023
In the case of Client: In the case of Deckard
________________________ Nickolas R. Del Pego
________________________ Title: CEO
________________________ 1620 Fifth Ave Suite 400
________________________ San Diego, CA 92101

22. Media and/or Logo Use. Client agrees that Deckard shall have the right to use Client’s name and logo on website, marketing materials and advertisements. In addition, Client and Deckard will work together to identify appropriate testimonials to promote Rentalscape and to generate announcements, press engagements and public speaking events with respect to the benefits of the Services. Client shall have the right to revoke Deckard’s right to use its name and logo by providing Deckard with 30 days’ advance written notice. Upon the expiration or termination of this Agreement the rights set forth in this Section 23 shall terminate. [Signature Page Follows]
Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023
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.

By:

Print Name:

Date:

Title:

CLIENT
By:

Print Name:

Date:

Title:

Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Thomas Hemmings
Chief Financial Officer
4/18/2025
Deckard Technologies, Inc. MSA 01.25.2023

EXHIBIT A

STATEMENT OF WORK
This Statement of Work (“SOW”) will be effective as of the last date of signature below, and upon execution will be incorporated into the Master Services Agreement between Deckard Technologies, Inc. and the City of Redondo Beach, CA dated [EFFECTIVE DATE OF MASTER SERVICES AGREEMENT] (the “Master Agreement”). Capitalized terms used in this SOW will have the same meaning as set forth in the Agreement.

1. Short Term Rental Service. Client desires to engage Deckard to use the Rentalscape Platform to prepare real estate property data for short-term rentals (“STRs”) on all identifiable properties within the City of Redondo 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. 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. Redondo Beach, CA

3. Reporting Period. Reports available in the Rentalscape Platform throughout the year.

Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023

4. Fees; Payments.

4.1.         Annual Software Subscription: $7,400 (Identification, compliance monitoring and rental activity in Rentalscape as an identified STR).

4.2.         Outreach Campaign: Included to Drive Compliance Three letter campaign to inform and encourage property owners to become compliant with the Registration Process.

4.3. Optional Expert Services upon Request by the Client are available at $250 per hour.

4.4.         Maximum Price:  In no event will the total subscription fees in the first year exceed $7,400. Future Years’ renewals will be subject to an annual increase not to exceed 5% annually.

4.5.      Timing:  Client will pay the annual subscription fees within 30 days of receipt of invoices from Deckard.

Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Deckard Technologies, Inc. MSA 01.25.2023
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.

By:

Print Name:

Date:

Title:

CLIENT
By:

Print Name:

Date:

Title:

Docusign Envelope ID: F3E9D217-92C9-4F00-919D-7DF188B0FD0C Thomas Hemmings
Chief Financial Officer
4/18/2025

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
5/2/2025
Marsh & McLennan Agency LLC
Marsh & McLennan Ins. Agency LLC
PO Box 85638
San Diego CA 92186
Kearstyn Freerking 858-768-4075 [email protected] License#: 0H18131 AXIS Insurance Company 37273 DECKATECHN Lloyd's Syndicate 2623 55555 Deckard Technologies, Inc.
1620 5th Avenue, Suite 400
La Jolla CA 92037
Sentinel Insurance Company Ltd 11000 523866218
C X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X
72SBABD3P1F 8/19/2024 8/19/2025
2,000,000
C 1,000,000 X X
72SBABD3P1F 8/19/2024 8/19/2025
C X X
72SBABD3P1F 8/19/2024 8/19/2025
2,000,000 2,000,000 X
10,000
A
B
Directors and Officers
Professional Liability
Cyber Liability
AXIS00003058002
WG00001412AF
2/1/2025
8/19/2024
2/1/2026
8/19/2025
Each Occurrence/Agg
Each Occurrence/Agg
Each Occurrence/Agg
$2,000,000
$2,000,000
$2,000,000
City of Redondo Beach
401 Diamond Street
Redondo Beach CA 90277
The City of Redondo Beach, its elected and appointed officials, officers, employees and volunteers are included as additional insured as respects to General and Auto Liability per attached endorsement. Primary Non-contributory wording applies per attached endorsement.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 32 06 21 Page 1 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.

A. The following is added to Section C. WHO IS AN INSURED:

Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.

A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.

However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.

The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.

The insurance afforded to such additional insured only applies to the extent permitted by law.

The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 32 06 21 Page 2 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment
(1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises
(1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or
(b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In connection with your premises;
(b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities.

Form SL 30 32 06 21 Page 3 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service.
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party
(1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. 22QL

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
05/02/2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER

AON RISK SERVICES SOUTH INC
3550 LENOX ROAD NORTHEAST
SUITE 1700
ATLANTA GA 30326

CONTACT
NAME: Aon Risk Services, Inc of Florida
PHONE
(A/C, No, Ext): 833-506-1544 FAX(A/C, No):

EMAIL
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : ACE American Insurance Company 22667

INSURED
TriNet Group, Inc. L/C/F Deckard Technologies, Inc
1 Park Place, Suite 600
Dublin, CA 94568-7983
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: 15815707 REVISION NUMBER:

INSR

LTR TYPE OF INSURANCE ADDLINSR
SUBR

WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $

CLAIMS-MADE OCCUR

DAMAGE TO RENTED
PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $
OTHER $

AUTOMOBILE LIABILITY

COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED

AUTOS ONLY

SCHEDULED
AUTOS BODILY INJURY (Per accident) $
HIRED

AUTOS ONLY

NON-OWNED

AUTOS ONLY

PROPERTY DAMAGE
(Per accident) $
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DEC RETENTION $
A

WORKERS COMPENSATION
Y / N
N

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A X WLR_C57424126 07/01/2024 07/01/2025
X
PER

STATUTE
OTHER
E.L. EACH ACCIDENT $ 2,000,000
E.L. DISEASE - EA EMPLOYEE $ 2,000,000
E.L. DISEASE - POLICY LIMIT $ 2,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of Deckard Technologies, Inc through a co-employment agreement with TriNet HR III, Inc..

Waiver of subrogation in favor of the City of Redondo Beach as required by written contract.

CERTIFICATE HOLDER CANCELLATION
City of Redondo Beach
401 Diamond Street
Redondo Beach CA 90277

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy
Named Insured
TriNet Group, Inc. L/C/F Deckard Technologies, Inc
1 Park Place, Suite 600
Dublin, CA 94568-7983
Endorsement Number
Policy Number
Symbol: WLR Number: C57424126
Policy Period
07/01/2024 TO 07/01/2025
Effective Date of Endorsement
05/02/2025
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us.

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

Schedule

1. ( X ) Specific Waiver
Name of person or organization:

City of Redondo Beach
401 Diamond Street
Redondo Beach CA 90277
( ) Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

2. Operations:

3. Premium:

The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described.

4. Minimum Premium: INCLUDED
___________________________________
Authorized Representative
WC 90 03 75 (05/18)

Redondo Beach City CouncilMay 20, 2025

Redondo Beach City Council
May 20, 2025