CM-2024-224 - 8/30/2024
PLACER LABS, INC.
ORDER FORM
City of Round Rock (“Customer”) Placer Labs, Inc. (“Placer”)
Address: 301 W. Bagdad Avenue Suite 250
Round Rock, TX 78664
Address: 440 N Barranca Ave., #1277
Covina, CA 91723
Contact Person: David Buzzell Contact Person Caitlin Green
Email: dbuzzell@roundrocktexas.gov Billing Contact Person: Jason Tsui
Phone: 512-341-3345 Billing Email*: billing@placer.ai
Billing Contact Email: Billing Phone*: 415-228-2444 ext 806
*Not for use for official notices.
1. Services.
The services provided under this Order Form (the “Services”) include:
• Chain Report Expanded which displays chain-level demographic and psychographic data.
• Access, via Placer Venue Analytics Platform (“Placer’s Platform”), to all major venues within the United States
• Access is limited to named users which are part of City of Round Rock Parks & Recreation Department and
ONLY for the purposes of this group’s efforts. User credentials, logins and Placer Data may not be shared with
others
• Customer may not provide access to any third party agents acting on its behalf (including any consultants,
contractors, or other agents of Customer) without prior written consent from Placer. Any such approved access
may be subject to an additional fee pursuant to a written amendment to this Order Form
• Access, via Placer’s Platform, to reports, including Visits, Trade Areas, Customer Journey, Customer Insights,
Dwell Times, and Visitation by Hour/Day
• Actionable insights include:
o Accurate foot traffic counts and dwell time
o True Trade Areas displaying frequent-visitors-density by home and work locations
o Customers’ demographics, interests, and time spent at relevant locations
o Where customers are coming from and going to, and the routes they take
o Benchmarking of Foot Traffic, Market Share, Audiences, and other key metrics
o Competitive insights
o Void Analysis Reports
• Access to Xtra reports per ad hoc needs; in Excel, KML, Tableau, and other formats: Quarterly Maximum of 26
credits; Annual Maximum of 104 credits
• Premier Customer Support
o Regular meetings with Placer's Customer Success Team
o Live, Virtual Training support as reasonably needed
• Access to STI Demographics Bundle + Mosaic Data Set, and AGS CrimeRisk. The applicable Advanced
Demographics and Psychographics are generated using the Input Datasets from the data vendors as set forth
below:
Description Input Datasets Used
STI Demographics Bundle
PopStats
Spending Patterns
Workplace
Market Outlook
Experian Mosaic Mosaic Segmentation
AGS CrimeRisk CrimeRisk
CM-2024-224
• Access to additional data sets mentioned hereunder, via Placer’s Marketplace initiative. The applicable data
sets are generated using the Input Datasets from the data vendors as set forth below (such data vendors, the
“Marketplace Vendors”):
The foregoing are referred to as “Marketplace Services.” Marketplace Services and Marketplace Data are
governed by, and Customer and Placer agree to, the Marketplace License Agreement located at
https://www.placer.ai/placer-marketplace-license-agreement/ (the “Marketplace Agreement”). Capitalized
terms in this section have the meaning set forth in the Marketplace Agreement.
Description Input Datasets Used
Additional Data Set
AGS - Behavior & Attitudes Segmentation
2. Permitted Uses
The data, information and materials accessible via the Services are referred to as “Placer Data”. Customer may use
Placer Data solely for the following purposes (“Permitted Uses”): (a) Customer may use Placer Data for Customer’s
internal business purposes; and (b) Customer may incorporate Placer Data into Research Data, as described and
subject to the restrictions below.
“Research Data” means datasets and other materials created by Customer that result in any part from Customer’s
use of Placer Data. The Customer may share Research Data with current and potential customers, and in marketing
materials; provided that the Customer shall cite Placer as a provider of such information (for such purpose only,
Placer grants Customer the rights to use the Placer.ai name and logo, provided that any such use of the Placer.ai name
and logo must clearly indicate that Placer is the provider of data only, and is not involved in any analysis, conclusion,
recommendation). Customer shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise
provide Placer Data to any third parties, except that Customer may display Placer Data as part of Research Data.
3. Term and Termination.
Initial Term: The initial term of this Order Form will begin as of the last signature date set forth below, and will
continue for 19 consecutive months thereafter (the “Initial Term”).
Termination: Either party may terminate this Order Form upon thirty (30) days’ notice if the other party materially
breaches any of the terms or conditions of this Order Form or the Agreement (as defined below), and the breach
remains uncured during such thirty (30) days. In addition, Placer may immediately suspend Customer’s access to the
Services, or terminate the Order Form, in the event of non-payment by the Customer or breach by Customer of any
restrictions regarding usage of the Services.
4. Fees.
$27,500/year invoiced: Fees for the 19-month Initial Term are $43,541. Fees will be invoiced as follows: $16,041
will be invoiced upon signing this Order Form and $27,500 will be invoiced October 1, 2024.
Additional Terms of 12 months, if any, shall be paid within thirty (30) days of the invoice date.
Invoice sent electronically to Customer’s billing contact email via NetSuite.
Customer shall pay the fees set forth above in this Order Form.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is lower, plus all expenses of collection.
Customer is responsible for all applicable taxes arising directly from the Services other than U.S. taxes based on
Placer’s net income. If tax exempt, Customer will provide Placer a copy of proof upon request.
If Customer believes that Placer has billed Customer incorrectly, Customer must contact Placer no later than sixty
(60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive
an adjustment or credit. Inquiries should be directed to Placer’s customer support department at support@placer.ai.
Placer may increase the Fees any time following the Initial Term (but not more frequently than once in any twelve
(12) month period).The amount of such annual increase will equal the greater of CPI or five percent (5%) per annum.
In the event of any termination, Customer will pay in full for the Services.
All billing will be sent via electronic invoice to the Customer contact indicated above. Customer shall pay all fees
within thirty (30) days of the invoice date and in accordance with the State of Texas Prompt Payment Act.
5. Support.
Placer will use commercially reasonable efforts to provide customer service and technical support in connection with
the Services on weekdays during the hours of 9:00 A.M. through 5:00 P.M. Pacific Time, with the exclusion of
federal holidays. For any such support, please contact us at support@placer.ai.
6. Mutual NDA.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may
disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred
to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Placer includes, without
limitation, non-public information regarding features, functionalities and performance of, and pricing for, the
Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted by the Agreement) or disclose to any
third party any Proprietary Information. The foregoing shall not apply with respect to any information that the
Receiving Party can document (a) is or becomes generally available to the public, (b) was in the possession of or
known to the Receiving Party, prior to disclosure thereof by the Disclosing Party, without any restrictions or
confidentiality obligations, (c) was rightfully disclosed to it, without any restrictions or confidentiality obligations,
by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party,
or (e) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt
written notice of such requirement and reasonably cooperates with the Disclosing Party to limit or challenge such
requirement. These provisions regarding Proprietary Information shall apply in perpetuity and shall survive any
termination of the Order Form or the Agreement.
7. Miscellaneous.
All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given
(a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery confirmation, (b) upon receipt, if sent
by U.S. certified or registered mail, return receipt requested, or (c) when sent via email, if sent during normal business
hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices shall
be sent to the addresses set forth in the Order Form, which addresses may be subsequently modified by written notice
given in accordance with these provisions.
Customer grants Placer the right to use Customer’s company name and company logo, for Placer’s promotional
purposes with Customer prior written approval.
Section 5.b is hereby deleted from the Agreement.
This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions,
and the parties consent to the jurisdiction and venue of the state and federal courts of Texas.
If funds for continued payments under this Agreement by the Customer are at any time not forthcoming or are
insufficient for the Initial Term or any Additional Term, through failure of any entity, including the Customer itself,
to appropriate funds, then the Customer shall, within ten (10) days of such determination, provide notice to Placer
and both Placer and the Customer shall have the right to immediately terminate this Agreement without penalty or
further payment by the Customer.
INSURANCE:
(a) Placer will maintain at all times during the Term, at Placer’s own cost and expense, insurance for claims which
may arise from or in connection with the operations of Placer with coverage at least as broad and with limits of
liability not less than the following: (i) Worker’s Compensation: Statutory; (ii) Employers Liability: $1,000,000 per
occurrence; $1,000,000 aggregate; (iii) Commercial General Liability: $4,000,000 per claim; $5,000,000 aggregate;
(iv) Professional Liability (E&O): $5,000,000 per claim; $5,000,000 aggregate; and (v) Cyber (Network Security)
Liability: $5,000,000 per claim; $5,000,000 aggregate.
(b) These insurance policies will be carried with companies that have an A.M. Best Co. rating of “A-” and “Class
VII” or better. Deductible amounts under the foregoing policies shall be paid by Placer and the insurance coverage
provided for herein will not act to limit Placer's liability under this Agreement. Placer may deliver a Certificate of
Insurance evidencing the required insurance coverage to Customer prior to the Term and during the Term Placer will
promptly deliver such Certificate to Customer upon receipt of a written request.
This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature
below. This Order Form and use of the Services are governed by, and Customer and Placer agree to, the License
Agreement located at https://www.placer.ai/placer-license-agreement/ (the “Agreement”) and the Customer’s
Purchasing Definitions, Standard Terms and Conditions (the “Customer T&Cs”) attached hereto as Attachment
1; provided, however, that in the event of any conflict between this Order Form and the Agreement, this Order
Form shall control and in the event of any conflict between this Order Form or the Agreement and the Customer
T&Cs, this Order Form or the Agreement shall control. Unless otherwise defined in this Order Form, capitalized
terms herein have the same meaning as in the Agreement.
“Customer” “Placer”
City of Round Rock, Placer Labs, Inc.
By: \signature1 {“size”: “small” ,"w":"200"}\ By: \signature2 {“size”: “small” ,"w":"200"}\
Name: \fullname1 {“size”: “small” ,"w":"220"}\ Name: \fullname2 {“size”: “small” ,"w":"220"}\
Title: \title1 {“size”: “small” ,"w":"200"}\ Title: \title2 {“size”: “small” ,"w":"200"}\
Date: \date1\ Date: \date2\
Vernell Wisdom
Head of Contract Management
Vernell Wisdom
09/04/2024
City Manager
Laurie Hadley
09/05/2024
ATTACHMENT 1
CUSTOMER’S PURCHASING DEFINITIONS, STANDARD TERMS AND CONDITIONS
CITY OF ROUND ROCK
PURCHASING DEFINITIONS, STANDARD TERMS AND CONDITIONS
1. DEFINITIONS
The following definitions shall be used to identify terms throughout specification documents:
1. AGREEMENT: A mutually binding legal document obligating the Vendor to furnish the goods,
equipment, or services specified within the solicitation and obligating the City to compensate in
accordance with the conditions of the agreement.
2. BID/PROPOSAL/RESPONSE: A document submitted by a respondent in response to a solicitation to
be used as the basis for negotiations or for entering into an agreement.
3. BIDDER/PROPOSER/RESPONDENT: The party identified throughout the solicitation document that
considers themselves qualified to provide the goods, equipment, or services specified and submits a
response to the solicitation.
4. CITY: Identifies the City of Round Rock, located in Travis and Williamson Counties, Texas.
5. GOODS: Represent materials, supplies, commodities, and equipment.
6. IFB: Invitation for Bid – A document used to solicit competitive or multi-step sealed bids.
7. PO: Purchase Order – A written document by the City to a vendor formalizing all the terms and
conditions of a proposed transaction, to include but not be limited to, a description of the requested
item, delivery schedule, terms of payment, transportation, delivery location, price, quantity, and special
instructions.
8. RFI: Request for Information – A non-binding method whereby a jurisdiction publishes via
newspaper, internet, or direct mail its need for input from interested parties for an upcoming
solicitation. A
procurement practice used to obtain comments, feedback, or reactions from potential suppliers
(contractors) prior to the issuing of a solicitation. Generally, price or cost is not required. Feedback
may include best practices, industry standards, technology issues.
9. RFP: Request for Proposal – The document used to solicit proposals from potential providers for goods
and services (Respondents). Price is usually not a primary evaluation factor. Provides for the negotiation
of all terms, including price prior to agreement award. May include a provision for the negotiation of Best
and Final Offers. May be a single step or multi-step process.
10. RFQu: Request for Qualification – A document which is issued by a procurement entity to obtain
statements of the qualifications of potential development teams or individuals (i.e., consultants) to
gauge potential competition in the marketplace, prior to issuing the solicitation.
11. RFQ: Request for Quotation – A small order amount purchasing method. A request is sent to suppliers
along with a description of the commodity or services needed and the supplier is asked to respond with
price and other information by a pre-determined date.
12. SERVICES: Work performed to meet the requirements and demand of said purchase order or
agreement. The furnishing of labor, time, or effort by the Vendor and their ability to comply with
promised delivery dates, specification and technical assistance specified.
13. SUBCONTRACTOR: Any person or business entity employed to perform part of a contractual
obligation under the control of the principal contractor for fulfillment of a purchase order or agreement
with the City. Any supplier, distributor, vendor, or firm that furnishes supplies or services to a prime
contractor or another subcontractor to fulfill their obligations with the City.
14. VENDOR: Person or business enterprise providing goods, equipment, labor, and/or services to the City
as fulfillment of obligations arising from an agreement or purchase order.
1
2. TERMS AND CONDITIONS
By submitting a response to the Solicitation or accepting a PO, the Vendor agrees that these terms and conditions shall
govern unless specifically provided otherwise on the face of the purchase order or in a separate agreement.
1. ABANDONMENT OR DEFAULT: A Vendor who abandons or defaults on work which causes the City to purchase
goods or services elsewhere may be charged the difference in cost of goods, services, or handling, if any, and may
not be considered in the re-advertisement of the goods or services and may not be considered in future solicitations
for the same type of work unless the scope of work is significantly changed.
2. ABSENCES OF PURCHASE ORDER OR AGREEMENT: The Vendor’s delivery of goods or services without an
approved purchase order or agreement may result in rejection of delivery, return of goods at the Vendor’s expense,
and also non-payment for goods and services.
3. ACCEPTANCE OF TERMS & CONDITIONS: A purchase order is the City’s commitment to purchase the goods
and/or services described from the Vendor.
4. ADVERTISING: The Vendor shall not advertise or publish, without the City’s prior written consent, the fact that
the City has entered into the Agreement, except to the extent required by law.
5. AMENDMENTS: No agreement or understanding to modify this agreement shall be binding upon the City unless
in writing and signed by the City’s authorized agent. All specifications, drawings, and data submitted to the Vendor
with this order are hereby incorporated and made a part hereof.
6. ASSIGNMENT-DELEGATION: The Agreement shall be binding upon and endure to the benefit of the City and the
Vendor and their respective successors and assigns, provided however, that no right or interest in the Agreement
shall be assigned and no obligation shall be delegated by either party without the prior written consent of the
other party: provided, however, written consent shall not be required for an assignment required for a merger,
reorganization, or a sale of substantially all of the assets of a party. Any attempted assignment or delegation shall
be void unless made in conformity with this paragraph. The Agreement is not intended to confer rights or benefits
on any person, firm or entity not a party hereto; it being the intention of the parties that there be no third- party
beneficiaries to the Agreement.
7. AWARDS: The City may choose not to award an Agreement. Split awards between Vendors may be made at the
sole discretion of the City. The City reserves the right to enter into an agreement or a purchase order with a
single award, split awards, or use any combination that best serves the interest and at the sole discretion of the
City.
8. CANCELLATION: The City reserves the right to cancel the agreement for default of all or any part of the
undelivered portion of the order if Vendor breaches any of the terms hereof including warranties or becomes
insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any
remedies, which the City may have in law or equity.
9. CLARIFICATION OF PROPOSALS: The City reserves the right to request clarification or additional information
specific to any proposal after all proposals have been received and the RFP close date has passed.
10. CODE OF FEDERAL REGULATION: City of Round Rock agreements made under a Federal Award as defined in
the CFR will adhere to the provisions described in 2 CFR §200.326 Appendix II to Part 200.
11. CODES, PERMITS AND LICENSES: None of the terms or provisions of the specification shall be construed as
waiving any rules, regulations, or requirements of these authorities. The Vendor shall be responsible for obtaining
all necessary permits, certificates, and/or licenses to fulfill contractual obligations (City of Round Rock fees and
costs may be waived).
CON-026252 2
12. COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES:
12.1 The successful offeror shall comply with all federal, state, and local laws, statutes, ordinances, rules and
regulations, and the orders and decrees of any court or administrative bodies or tribunals in any matter
affecting the performance of the resulting agreement or purchase order, including without limitation, workers’
compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws
and regulations. When requested in writing, the Vendor shall furnish the City with satisfactory proof of its
compliance.
12.2 In accordance with Chapter 2270, Texas Government Code, a government entity may not enter into any
contract, including issuing a purchase order, with a company for goods or services unless the contract
contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this contract. The signatory executing an Agreement or accepting a purchase order
on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this
Agreement.
12.3 In accordance with Chapter 2274, Texas Government Code, a governmental entity may not enter into a
contract with a company with at least ten (10) full-time employees for a value of at least One Hundred
Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract verifying that it:
(1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. The signatory executing this Agreement on behalf of Vendor verifies consultant does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm
trade association. In accordance with Chapter 2274, Texas Government Code, a governmental entity may not
enter into a contract with a company with at least ten (10) full-time employees for a value of at least One
Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract
verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of this Agreement. The signatory executing this Agreement on behalf of Vendor verifies consultant
does not boycott energy companies, and it will not boycott energy companies during the term of this
Agreement.
13. CONFIDENTIAL CITY INFORMATION: In order to provide the deliverables to the City, Vendor may require
access to certain records of the City’s and/or its licensors’ confidential information (including inventions,
employee information, trade secrets, confidential know-how, confidential business information, and other
information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Vendor
acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors
and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information shall
substantially injure the City and/or its licensors. The Vendor (including its employees, subcontractors, agents, or
representatives) agrees that it shall maintain the Confidential Information in strict confidence and shall not
disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior
written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential
Information is required to be disclosed by law or an order of any court or other governmental authority with proper
jurisdiction, provided the Vendor promptly notifies the City before disclosing such information so as to permit the
City reasonable time to seek an appropriate protective order. The Vendor agrees to use protective measures no
less stringent than the Vendor uses within its own business to protect its own most valuable information which
protective measures shall under all circumstances be at least reasonable measures to ensure the continued
confidentiality of the Confidential Information.
14. CONFIDENTIALITY OF CONTENT: All documents submitted in response to a solicitation shall be subject to the
Texas Public Information Act. Following an award, responses are subject to release as public information unless
the response or specific parts of the response can be shown to be exempt from the Texas Public Information Act.
Pricing is not considered to be confidential under any circumstances.
14.1 Information in a submittal that is legally protected as a trade secret or otherwise confidential must be clearly indicated
with stamped, bold red letters stating "CONFIDENTIAL" on that section of the document. The City will not be
responsible for any public disclosure of confidential information if it is not clearly marked as such.
CON-026252 3
14.2 If a request is made under the Texas Public Information Act to inspect information designated as confidential,
the Respondent shall, upon request from the City, furnish sufficient written reasons and information as to why
the information should be protected from disclosure. The matter will then be presented to the Attorney
General of Texas for final determination.
15. CONFLICT OF INTEREST: Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (House
Bill 914) requires that any vendor or person considering doing business with a local government entity disclose the
vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government
entity. The Conflict- of- Interest Questionnaire form is available from the Texas Ethics Commission at
www.ethics.state.tx.us. Completed Conflict- of- Interest Questionnaires may be mailed or delivered by hand to
the City Clerk. If mailing a completed form, please mail to:
1. City of
Round Rock ATTN City Clerk
221 East Main Street Round Rock, Texas
78664
Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in
the disqualification of the vendor's offer.
16. DAMAGE: The Vendor shall be responsible for damage to the City’s equipment or property, the workplace and its contents by
its work, negligence in work, its personnel and equipment. The Vendor shall be responsible and liable for the safety; injury and
health of its working personnel while its employees are performing service work.
17. DEFAULT: The Vendor shall be in default under the agreement if the Vendor:
17.1 Fails to fully, timely, and faithfully perform any of its material obligations under the agreement, or
17.2 Makes a material misrepresentation in Vendor’s offer, or in any report or deliverable required to be submitted
by the Vendor to the City.
17.3 Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond reasonable control. In the event of default or delay in
agreement performance due to any of the foregoing causes, then the time for completion of the services will be
extended; provided, however in such an event a conference will be held to establish a mutually agreeable period of
time reasonably necessary to overcome the effect of such failure to perform.
18. DISCLOSURE OF LITIGATION: Each Respondent shall include in its proposal a complete disclosure of any civil
or criminal litigation or investigation pending which involves the Respondent or in which the Respondent has been
judged guilty.
19. DISPUTE RESOLUTION: If a dispute or claim arises under an Agreement, the parties agree to resolve the dispute
or claim by appropriate internal means. If the parties cannot reach a mutually satisfactory resolution, any such
dispute or claim will be sought to be resolved with the help of a mutually selected mediator. If the parties cannot
agree on a mediator, City and Vendor shall each select a mediator and the two mediators shall agree upon a third
mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by
the parties.
City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to
the Agreement, or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any
proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
20. EFFECTIVE DATE/TERM: Unless otherwise specified in the Solicitation, this Agreement shall be effective as of
the date the agreement is signed by both parties and shall continue in effect for the term set forth therein.
21. EX PARTE COMMUNICATION: Please note that to ensure the fair evaluation of a solicitation, the City prohibits ex
parte communication (e.g., unsolicited) initiated by the Respondent to a City representative evaluating or
considering the solicitations prior to the time a decision has been made.
CON-026252 4
Communication between Respondent and the City will be initiated by the appropriate City designee in order to
obtain information or clarification needed to develop an accurate evaluation of the solicitation. Ex parte
communication may be grounds for disqualifying the offending Respondent from consideration for award.
FRAUD: Fraudulent statements by a Respondent on a submittal or in any report or deliverable required to be
submitted by the Respondent to the City shall be grounds for the termination of the Agreement for cause by the
City and may result in legal action.
22. GOVERNING LAW AND VENUE: The Agreement is made under and shall be governed by the laws of the State
of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state
or jurisdiction. All issues arising from this Agreement shall be resolved in the courts of Williamson County, Texas
and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall
not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief
from any competent authority as contemplated herein.
23. INDEPENDENT CONTRACTOR: An Agreement with the City shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Vendor’s services shall be those of an
independent contractor. The Vendor agrees and understands that an Agreement with the City does not grant any
rights or privileges established for employees of the City. The Contractor shall not be within protection or coverage
of the City’s Worker’ Compensation insurance, Health Insurance, Liability Insurance or any other insurance that
the City from time to time may have in force and effect.
24. INSURANCE: The Vendor shall meet or exceed ALL insurance requirements set forth by the City as identified in
the Order Form
25. INTERPRETATION: An Agreement is intended by the parties as a final, complete, and exclusive statement of the
terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement or explain any term used in an Agreement. Although an Agreement may have
been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to
be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined
by the Uniform Commercial Code, as enacted by the State of Texas, is used in an Agreement, the UCC definition
shall control, unless otherwise defined in an Agreement.
26. INVOICING:
26.1 The Vendor shall submit separate invoices in duplicate for each purchase order or Agreement. If partial shipments or
deliveries are authorized by the City, a separate invoice shall be sent for each shipment or delivery made. Vendor shall
submit invoices as required per the Agreement or purchase order to:
2. City of Round Rock ATTN: Accounts
Payable 221 East Main Street
Round Rock, TX 78664-5299
26.2 Proper invoices shall include a unique invoice number, the purchase order or agreement reference if
applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices
shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and
the freight waybill, when applicable, shall be attached to the invoice. The Vendor’s name and, if applicable,
the tax identification number on the invoice must exactly match the information in the Vendor’s registration
with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on
the Vendor’s invoice.
27. NO CONTINGENT FEES: The Vendor warrants that they have not employed or retained any company or person
other than a bona fide employee working solely for the Vendor to solicit or secure the agreement, and that they
have not paid or agreed to pay any company or person other than a bona fide employee working solely for the
Vendor any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
CON-026252 5
from the award or making of the agreement. For breach or violation of their warranty, the City will have the right
to annul the agreement without liability or, in its discretion, to deduct from the agreement, price or consideration,
or otherwise recover the full amount of such fee, commission, percentage, brokerage or contingent fee.
28. NON-APPROPRIATION: The resulting Agreement is a commitment of the City’s current revenues only. It is
understood and agreed the City shall have the right to terminate the Agreement at the end of any City fiscal year if
the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as
determined by the City’s budget for the fiscal year in question. The City may affect such termination by giving
Vendor a written notice of termination at the end of its then current fiscal year.
29. SUSPENSION OR DEBARMENT CERTIFICATION: The provisions of the Code of Federal Regulations 2 CFR
part 180 suspension and debarment may apply to this agreement. The City of Round Rock is prohibited from
contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals
are suspended or debarred from doing business with the Federal Government, State of Texas, or the City of
Round Rock.
30. OVERCHARGES: Vendor hereby assigns to the purchaser any and all claims for overcharges associated with this
agreement which arise under the antitrust laws of the United States, 15 USGA Section 1 et seq., and which arise
under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et seq.
31. PROMPT PAYMENT POLICY: Payments will be made in accordance with the Texas Prompt Payment Law,
Texas Government Code, Subtitle F, Chapter 2251. The City will pay Vendor within thirty days after the
acceptance of the supplies, materials, equipment, or the day on which the performance of services was
completed or the day, on which the City receives a correct invoice for the supplies, materials, equipment, or
services, whichever is later. The Vendor may charge a late fee (fee shall not be greater than that which is
permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this
policy does not apply to payments made by the City in the event:
31.1 There is a bona fide dispute between the City and Vendor concerning the supplies, materials, services, or equipment
delivered, or the services performed that causes the payment to be late; or
31.2 The terms of a federal agreement, grant, regulation, or statute prevent the City from making a timely payment
with Federal Funds; or
31.3 The is a bona fide dispute between the Vendor and a subcontractor or between a subcontractor and its
suppliers concerning supplies, material, or equipment delivered or the services performed which caused the
payment to be late; or
31.4 The invoice is not provided to the City in strict accordance with instructions, if any, on the purchase order or
agreement or other such contractual agreement.
32. PLACE AND CONDITION OF WORK: ( apply only to a Solicitation to purchase Services to be performed
principally at the City’s premises or on public rights-of-way) The City will provide the Vendor access to the
sites where the Vendor is to perform the services as required in order for the Vendor to perform in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The
Vendor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and
specifications, the location, and essential characteristics of the work sites, the quality and quantity of materials,
equipment, labor, and facilities necessary to perform the services, and any other condition or state of fact which
could in any way affect performance of the Vendor’s obligations under the agreement. The Vendor hereby
releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if
the actual site or service conditions differ from expected conditions.
33. PREPARATION OF RESPONSE COSTS: All costs directly or indirectly related to preparation of a response to this
solicitation, or any oral presentation required to supplement and/or clarify a proposal which may be required by the
City shall be the sole responsibility of the Respondent.
34. RIGHT TO AUDIT:
34.1 The Vendor agrees that the representatives of the Office of the City Auditor or other authorized representatives of
CON-026252 6
the City shall have access to, and the rights to audit or examine the payments under this Agreement. City will
have the right to request examination and inspection of such records related to this Agreement upon notice of not
less than five (5) business days, not more than once each calendar year. The Vendor shall retain all such records for a
period of three (3) years after final payment on this Agreement or until all audit and litigation matters that the City
has brought to the attention of the Vendor are resolved, whichever is longer. The Vendor agrees to refund to the City
any overpayments disclosed by any such audit.
35. SERVICE LEVEL AGREEMENT: Vendor shall ensure that the Services meet or exceed the specific service levels
(the “Service Levels”) set forth in the Standard Service Level Agreement attached as Attachment 2 and incorporated
herein by reference.
36. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Vendor is observed
performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined
by the City to be unsafe to either life or property. Upon notification, the Vendor shall cease all work until notified
by the City that the violation or unsafe condition has been corrected. The Vendor shall be liable for all costs
incurred by the City as a result of the issuance of such Stop Work Notice.
37. SURVIVABILITY OF OBLIGATIONS: All provisions of the Agreement that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties,
shall survive the expiration or termination of the Agreement.
38. TAX EXEMPTION: The City of Round Rock is exempt from all federal excise, state and local taxes unless otherwise
stated in this document. The City claims exemption from all sales and/or use taxes under Texas Tax Code §151.309,
as amended. Texas Limited Sales Tax Exemption Certificates will be furnished upon request. Vendors shall not
charge for said taxes. If billed, City will not remit payment until invoice is corrected.
39. TERMINATION FOR CAUSE: In the event of a default by the Vendor, the City shall have the right to terminate
the Agreement for cause, by written notice effective thirty ( 30) calendar days, unless otherwise specified,
after the date of such notice, unless the Vendor, within such thirty ( 30) day period, cures such default,
or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact,
exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all
actual damages, costs, losses, and expenses, incurred by the City as a result of the Vendor’s default,
including, without limitation, solicitation cost, reasonable attorneys’ fees, court costs, and prejudgment and
post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Vendor, the
City may remove the Vendor from the City’s vendor list for three (3) years and any Offer submitted by the
Vendor may be disqualified for up to three (3) years. All rights and remedies under the Agreement are
cumulative and are not exclusive of any other right or remedy provided by law.
40. VENUE: Both the City and the Vendor agree that venue for any litigation arising from a resulting agreement
shall lie in Williamson County, Texas.
41. WORKFORCE: ( apply only to a Solicitation to purchase Services to be performed principally at the City’s premises or on public rights-of-way)
41.1 The Vendor shall employ only orderly and competent workers, skilled in the performance of the services which they
shall perform under the Agreement.
41.2 The Vendor, its employees, subcontractors, and subcontractor's employees while engaged in participating in
an Agreement or Purchase Order or while in the course and scope of delivering goods or services under a
City agreement may not:
• use or possess a firearm, including a concealed handgun that is licensed under state law, except as
required by the terms of the agreement; or
• use or possess alcoholic or other intoxicating beverages, illegal drugs, or controlled substances, nor
may such workers be intoxicated, or under the influence of alcohol or controlled substances, on
the job.
41.3 If the City or the City's representative notifies the Vendor that any worker proves to be disorderly, disobedient,
or incompetent, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has
CON-026252 7
possessed or was under the influence of alcohol or controlled substances on the job, the Vendor shall
immediately remove such worker from Agreement services, and may not employ such worker again on
Agreement services without the City's prior written consent.
CON-026252 8
ATTACHMENT 2
STANDARD SERVICE LEVEL
Definitions
“Placer Analytics Platform” means Placer’s analytics platform managed at https://analytics.placer.ai.
“Incident” means, with respect to Placer Analytics Platform, an outage, error, defect, deficiency, failure or other similar
event effecting the use of Placer Analytics Platform by Customer and its respective authorized users.
“Scheduled System Down Time” is the total time during which Customer personnel are not able to access Placer Analytics
Platform due to planned maintenance.
“Unscheduled System Down Time” is any time during which any Customer authorized personnel is not able to access
Placer Analytics Platform due to an Incident, unexpected system failures or down time required for maintenance outside the
Scheduled System Down Time periods.
“System Availability” means the percentage of time during which Placer Analytics Platform will be live, operational,
accessible by all Customer authorized personnel and working without Incident.
“Business Days and Hours” means Monday through Friday, 9AM-5PM (PST time zone).
Support and Maintenance of Services.
1. Placer will maintain and provide, or cause to be provided, support for Placer Analytics Platform in accordance with its
then current support policies.
2. Placer support policies shall not be modified in a manner which materially diminishes the level or quality of support
provided under Placer’s policies in effect as of the execution of the Order Form. Support and maintenance of Placer
Analytics Platform shall include, without limitation, the following services:
a. Provide Customer and its authorized users access to and use of the most current, updated versions of
Placer Analytics Platform.
b. Maintain and operate, on a 24 hour per day, 7 day per week, 365 day per year basis, of a website or other
platform to ensure that the Placer Analytics Platform is accessible to Customer and its authorized users with
not less than a 99% rate of System Availability.
3. Placer will make its best effort to set Scheduled System Down Time outside of Customer’s regular business hours.
Placer will provide the Customer a notice about Scheduled System Down Time. In the event Unscheduled System Down
Time is necessary, Placer shall advise Customer as soon as reasonably practicable.
4. If the source of Unscheduled System Down Time is within the reasonable control of Placer, Placer will act to have it
resolved as soon as reasonably practicable.
5. Satisfy the Emergency Response Procedure (described below) and the System Availability requirements set forth below.
Emergency Response Procedure.
Placer warrants that it will correct any Incident that causes Unscheduled System Down Time as quickly as possible and
minimize the adverse impact of the Unscheduled System Down Time on Customer’s business operations. The correction
and resolution of any Incident that causes Unscheduled System Down Time will be conducted in accordance the Emergency
Response Procedure set forth in this Exhibit.
CON-026252 9
Incident Classification.
When an Incident occurs with regard to Placer Analytics Platform and is reported to Placer by Customer, Customer will
indicate the severity level to each Incident reported based on the Incident Classification Table below.
Incident Classification Table
Classification Criteria
Severity Level 1
(Critical) Means that an Incident that causes the use or accessibility of Placer Analytics Platform to be at a
halt in a manner that doesn’t allow Customer and its authorized users to access and/or use the Placer
Analytics Platform, directly or via a work around.
Severity Level 2
(Serious) Means an Incident which causes a serious disruption of a major function in Placer Analytics
Platform and which cannot be solved temporarily by a workaround.
Severity Level 3
(Degraded) Means any of the following:
(i) a non-critical Incident which has medium to low impact on Customer business, for which a
workaround is available; or
(ii) a reported Incident or Nonconformity in the Services or any component or element thereof, that
does not qualify as a Severity Level 1 or Severity Level 2 problem.
Error Reporting and Response.
Upon Customer’s written report to support@placer.ai of an Incident including a reasonable description thereof and an
assignment of severity level (“Customer’s Initial Report”), Placer will take the following steps, in accordance with the
Response Expectation Table below.
If Customer’s Initial Report is made outside Business Days and Hours, the Customer Initial Report will be considered as if
submitted at the closest time which is considered Business Days and Hours.
Step 1. Placer will respond to Customer’s Initial Report as indicated in the Response Expectation Table below, and will
advise Customer in case the Severity Level provided by the Customer is modified.
Step 2. Placer will actively address the Incident reported in the Customer’s Initial Report and Placer will correct the Incident
or provide a workaround which enables the affected Placer Analytics Platform component or functionality, as indicated in
the Response Expectation Table below.
Step 3. Placer will provide a permanent solution to the Incident reported in the Customer’s Initial Report as indicated in
the Response Expectation Table below.
CON-026252 10
Response Expectation Table
Severity Step 1 Step 2 Step 3
1 (Critical) Initial response to Customer
within 2 hours following
Customer’s Initial Report
Immediate and continuing effort, but in
all events within 24 hours of Customer’s
Initial Report
Within 2 Business Days
following Customer’s
Initial Report
2 (Serious) Initial response to Customer
within 4 hours following
Customer’s Initial Report
Immediate and continuing effort, but in
all events within 2 Business Days
following initial contact by Customer
Within 10 Business Days
following Customer’s
Initial Report
3 (Degraded) Initial response to Customer
within 24 hours following
Customer’s Initial Report
Within 10 Business Days following
Customer’s Initial Report Within 30 Business Days
following Customer’s
Initial Report
System Availability.
Required Quarterly System Availability. As part of the services provided by Placer, Placer will ensure a required level
of quarterly System Availability of Placer Analytics Platform. Placer represents, warrants and covenants that during each
calendar quarter, Placer Analytics Platform will be available, accessible and useable by Customer at a rate not less than a
System Availability of 99%.
Calculation of Quarterly System Availability. System Availability shall be calculated on a quarterly basis and will be
expressed as a percentage and determined as follows:
Quarterly System Availability = Total time in quarter – Unscheduled System Down Time in quarter * 100
Total time in quarter - Scheduled System Down Time in quarter
Order Form - City of Round Rock Parks -
Revised
Final Audit Report 2024-09-05
Created:2024-09-04 (Central Daylight Time)
By:Allen Reich (areich@roundrocktexas.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAT2bT32Jyarc0PxGeqw8QIUOi2imwO8ZH
"Order Form - City of Round Rock Parks - Revised" History
Document created by Allen Reich (areich@roundrocktexas.gov)
2024-09-04 - 10:23:16 AM CDT- IP address: 71.42.191.10
Document emailed to contracts@placer.ai for signature
2024-09-04 - 10:23:20 AM CDT
Email viewed by contracts@placer.ai
2024-09-04 - 10:30:52 AM CDT- IP address: 74.125.216.237
Signer contracts@placer.ai entered name at signing as Vernell Wisdom
2024-09-04 - 1:37:06 PM CDT- IP address: 67.162.179.158
Document e-signed by Vernell Wisdom (contracts@placer.ai)
Signature Date: 2024-09-04 - 1:37:08 PM CDT - Time Source: server- IP address: 67.162.179.158
Document emailed to Monique Adams (madams@roundrocktexas.gov) for delegation
2024-09-04 - 1:37:10 PM CDT
Document signing delegated to Laurie Hadley (lhadley@roundrocktexas.gov) by Monique Adams
(madams@roundrocktexas.gov)
2024-09-05 - 11:27:04 AM CDT- IP address: 71.42.191.10
Document emailed to Laurie Hadley (lhadley@roundrocktexas.gov) for signature
2024-09-05 - 11:27:05 AM CDT
Email viewed by Laurie Hadley (lhadley@roundrocktexas.gov)
2024-09-05 - 12:28:24 PM CDT- IP address: 146.75.164.1
Document e-signed by Laurie Hadley (lhadley@roundrocktexas.gov)
Signature Date: 2024-09-05 - 2:08:43 PM CDT - Time Source: server- IP address: 71.42.191.10
Document emailed to madams@roundrocktexas.gov for approval
2024-09-05 - 2:08:44 PM CDT
Email viewed by madams@roundrocktexas.gov
2024-09-05 - 2:37:43 PM CDT- IP address: 104.47.64.254
Signer madams@roundrocktexas.gov entered name at signing as Monique Adams
2024-09-05 - 2:38:24 PM CDT- IP address: 71.42.191.10
Document approved by Monique Adams (madams@roundrocktexas.gov)
Approval Date: 2024-09-05 - 2:38:26 PM CDT - Time Source: server- IP address: 71.42.191.10
Agreement completed.
2024-09-05 - 2:38:26 PM CDT