CM-2026-117 - 4/24/2026 T
11 Piacerai
PLACER LABS INC.
ORDER FORM
City of Round Rock ("Customer") Placer Labs Inc. ("Placer")
Address: 301 W. Bagdad Avenue Suite Address: 440 N Barranca Ave.,#1277
250 Covina, CA 91723
Round Rock, TX 78664
Contact Person Cole Twitty
Contact Person: David Buzzell Billing Contact Person: Jason Tsui
Email: dbuzzel1Ldroundrocictexas.gov Billing Email*: billing(d,,placer.ai
Phone: 512-341-3345 Billing Phone*: 415-228-2444 cxt 806
Billing Contact Email: dbuzzell@roundrocktexas.gov *Not for use for official notices.
1. Services and Fees.
The services provided under this Order Form(the"Services") include:
Services and Fees.
Services Description List Price Discount Total Fees Services
Description
Detail
Platform Access $65,589.73 $13,594.27 $51,995.46 Section 2
Chains Report Expanded $0.00 $0.00 $0.00 Section 2
AGS Behavior&Attitudes $6,558.97 $1,359.43 $5,199.54 Section 2
Void Analysis $0.00 $0.00 $0.00 Section 2
Events $0.00 $0.00 $0.00 Section 2
Esri Basema s $0.00 $0.00 $0.00 Section 2
Subscription Fees Total $57,195.00
Months 1-12:Total List Price $36,074.35
Months 1-12:Multi-Year Discount
Months 1-12: Discretionary Discount $8,174.35
Months 1-12: Subscription Fees Total $27,900.00
Months 13-24: Total List Price $36,074.35
Months 13-24: Discretionary Discount ($6,779.35)
Months 13-24: Subscription Fees Total $29,295.00
All Fees in this Order Form are shown in US Dollar(USD)
2. Services Description.
Chains Report Expanded
Chains Report Expanded which displays chain-level demographic and psychographic data.
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be reproduced or transmitted in
any form or by any means without the express written consent of Placer.
Placer Venue Analytics Platform
Access to Placer's location analytics platforin (the"Placer Platform"). Access to Placer XTRA reports,subject to
Scoping and Additional Usage Limitations in Section 3.
Advanced Market Report
Advanced Market Report is an advanced version of the market report in the Placer Platform.
AGS Behavior& Attitudes
This data set is generated using the input datasets from the data vendor.
Void Analysis
Access to the Void Analysis tool.
Events
This data set is generated using the input datasets from the data vendor.
Esri Basemaps
Esri Basemaps is enabled on the Placer Platform.The Esri Basemaps product is subject to the Additional
Terms for the Esri Basemaps Enabled Platform outlined herein.
3. Permitted Uses and Limitations.
Permitted Uses:
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.
"Placer Data"means the data,information and materials accessible via the Services.
"Research Data" means datasets and other materials created by Customer that result in any part from Customer's use of
Placer Data:
• Research Data may contain limited excerpts and discrete portions of Placer Data ("Excerpts") so long as: (i) such
Excerpts are only supportive of, and do not independently form a substantial part of,the Research Data; (ii)Research
Data does not include full copies or substantial portions of Placer Data; and(iii)any such Research Data is distributed
to no more than a limited number of Customer's clients and prospective clients and is not commercially or generally
distributed;
• 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);
and
• 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.
No part of the Placer Data or Research Data may be used: (i) in connection with, or to enable development of machine
learning, rules engines, or other similar automated processes; or (ii) to train third-party artificial intelligence ("Al")
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be
reproduced or transmitted in any form or by any means without the express written consent of Placer.
technologies, models, software, platforms or tools including, without limitation, ChatGPT, Bard and similar Al
technologies. None of the Placer Data, or any part thereof, may be shared externally with any third-party Al technology
service providers unless the third-party Al service providers are contractually prohibited from: (i)using the Placer Data to
develop or improve the Al technology, (ii) storing any portion of the Placer Data; and(iii)redistributing any portion of the
Placer Data to any third party.
Scoping and Additional Usage Limitations: In addition to and not in replacement of any usage limitations in this Order
Form and the Agreement, Customer's access to and usage of the Services and Placer Data is further limited as follows:
• Customer and its authorized users may not share user credentials, logins or Placer Data with any others.
• Customer and its authorized users may not provide access to any third party agents acting on Customer's 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.
• Xtra Reports: Quarterly Maximum of 26 credits;Annual Maximum of 104.
• POI Requests: Annual Maximum of 1,040
• Customer's authorized users may only be members of the following Customer Department City of Round Rock
Parks and Recreation Department
4. Term and Termination.
Term:
The Initial Term and any Additional Terms are referred to collectively as the"Term."
• Initial Term: The initial term of this Order Form will begin as of April 5, 2026 (the "Effective Date"), and will
continue for 24 consecutive months thereafter (the "Initial Term"). Each renewal or additional term, if any, is
referred to as "Additional Term," and the Initial Term and any Additional Terms are referred to collectively as
the"Term".
Termination:
• Material Breach: 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.
• Suspension: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.
• Fees: All Fees are non-refundable and in the event of any termination, Customer will pay in full for the Services.
Post-Termination:
• Rights and Licenses: Upon any termination or other expiration of this Order Form all rights and licenses granted to
Customer to use the Services and Placer Data shall cease.
• Placer Data:Within ten(10)days after such termination or expiration,Customer will permanently delete or destroy
all elements of Placer Data under its control; provided however, Customer shall not be required to immediately
purge from its hard-copy, electronic or email files Placer Data that Customer accessed or otherwise used in
compliance with the terms of this Order Form or the Agreement which are contained in such hard-copy, electronic
or email files (the "Post-Termination Information"), so long as any Post-Termination Information is (x) solely
retained for ordinary corporate systems backup, legal or regulatory purposes, (y) not used, copied, distributed or
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be reproduced or transmitted in
any form or by any means without the express written consent of Placer.
displayed for internal research or marketing or for any other commercial purposes and (z) ultimately deleted in
accordance with Customer's data retention policy.
• Research Data: Customer may retain and continue to use and distribute copies of Research Data generated
hereunder, provided that any such Research Data containing Excerpts (w) is presented in such a manner that it
could not reasonably be decompiled or reverse engineered to extract the underlying Placer Data, (x) is used for
Customer's internal, non-commercial business purposes only, (y) is ultimately deleted in accordance with
Customer's data retention policy and(z) is otherwise used in accordance with this Order Form and the Agreement.
• Certification: Upon request from Placer, Customer shall certify in writing its compliance with this provision.
5. Invoicing,Payment Terms,and Fee Increases.
Invoicing and Payment Terms:
Placer will invoice Customer as follows for the wally(Placer will invoice Customer for the entire Annual
Initial Term starting on the Effective Date: Fee promptly after the Effective Date and then annually
thereafter
Customer shall pay all invoices within the 30
following number of days of the invoice date:
• Placer will send all billing via electronic invoice to the Customer billing contact email indicated above via
NetSuite.
• If Customer believes that Placer has invoiced Customer incorrectly, Customer must contact Placer no later than
sixty(60)days after the closing date on the first invoice 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 suPportLd)placer.ai.
• 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.
• 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.
Fee Increases:
• The Annual Fee for the Initial Term has been based on the metric(s) and scoping in this Order Form, Placer
reserves the right to increase the Customer's Annual Fee for any Additional Term if the metric or scope of use
has increased.
• Except as specifically provided otherwise in this Order Form, renewal of promotional or one-time priced Fees
will be at Placer's applicable subscription pricing in effect at the time of the applicable Additional Term.
• Customer agrees that if any event occurs that will result in a material increase in Customer's usage of the Services
(whether due to a merger or acquisition or otherwise),Customer will notify Placer in writing no later than thirty
(30) days following the date of such event and Placer reserves the right to increase the Customer's Annual Fee
mid-Term accordingly. If such event consists of Customer's merger with or acquisition of another customer of
Placer,the Annual Fee increase shall be in an amount no less than the pro-rated annual fee of such other customer.
• Placer may increase the Fees any time following the Initial Term(but not more frequently than once in any twelve
(12) month period)unless otherwise agreed in this Order Form. The amount of such annual increase will equal
the greater of CPI or five percent(5%)per annum.
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be
reproduced or transmitted in any form or by any means without the express written consent of Placer.
1 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, Customer shall contact supportkplacenai.
Premier Customer Support
• Regular Meetings with Placer's Customer Success Team
• Live, Virtual Training support
7. Confidentiality.
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.
Miscellaneous.8.
Additional Terms For the Esri Basemaps Enabled Platform.
Customer hereby acknowledges and agrees that access to and use of the Esri Basemaps features in the Placer Platform is
subject to the supplemental Terms and Conditions included below (the "Supplemental T&Cs"). Customer acknowledges
and agrees that the Supplemental T&Cs shall specifically modify, amend and supersede any contrary terms or conditions in
this Order Form or the Agreement.
Supplemental T&Cs.
1. Customer hereby disclaims, to the extent permitted by applicable law, Environmental Systems Research Institute,
Inc.'s ("Esri") and its licensors' liability for any damages or loss of any kind, whether direct, special, indirect,
incidental, or consequential, arising from the use of the Placer Platform or its components or output therefrom
including, but not limited to, liability for use of the Placer Platform or its components or output therefrom in high-
risk activities or liability related to any data supplied by Esri.
2. Customer hereby agrees that, at the time of termination of use of the Placer Platform, it shall delete or destroy all
elements of data derived from the Placer Platform or its components; provided however, that Customer shall not be
required to immediately purge from its hard-copy,electronic or email files any such data which are contained in such
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be
reproduced or transmitted in any form or by any means without the express written consent of Placer.
files for so long as such data is(i)solely retained for ordinary corporate systems backup,legal or regulatory purposes,
(ii)not used for any commercial purposes or monetized in any manner and(iii)ultimately deleted in accordance with
its data retention policy.
3. Customer hereby agrees that it shall comply fully with all relevant export control and trade sanctions laws and
regulations of the United States, including, but not limited to, the Export Administration Regulations (EAR),
including prohibited end users and end uses as referenced in Part 744 of the EAR and all of its relevant supplements
including Supplement No. 4 to Part 44 of the EAR
(https://www.bis.doc.gov/index.php/documents/regulations-docs/2343-part-744-control-policy-end-user-and-end-
use-based-2/file
and https://www.bis.doc.gov/index.php/documents/regulations-docs/2347-744-supe-4-6/file); International Traffic
in Arms Regulations (ITAR); and the United States Department of Treasury, Office of Foreign Assets Control
(OFAC) regulations, and it shall ensure that the Placer Platform, Placer Data and/or any component or output
therefrom is not exported, reexported, transferred, diverted, used, or accessed, directly or indirectly, in violation of
any United States export control and trade sanctions laws and regulations. When applicable, Customer shall provide
Placer with information about its export and distribution activities as may be required for Placer and Esri to meet
their respective obligations under the United States export control and trade sanctions laws and regulations.
4. Customer hereby agrees that it shall not remove or obscure any patent, copyright, trademark, proprietary rights
notices, or legends contained in or affixed to the Placer Platform, any component thereof, any data supplied by Esri,
output, metadata file, or online or hard-copy attribution page of any data supplied by Esri with respect to the Placer
Platform and/or any component thereof.
5. Customer hereby acknowledges and agrees that Esri and its licensors do not warrant that any data supplied by Esri or
its licensors or in the Placer Platform and/or any component thereof will meet its needs or expectations; that the use
of the Placer Platform,any component thereof,any data supplied by Esri or its licensors will be uninterrupted;or that
all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on any data supplied by
Esri or its licensors in the Placer Platform and/or any component thereof, and Customer should always verify actual
data supplied by Esri or its licensors in the Placer Platform and/or any component thereof. Any warranty offered by
Placer for the Placer Platform, any component or output therefrom and/or any data supplied by Esri or its licensors
shall only apply between Placer and Customer. Esri and its licensors do not offer any warranties or indemnities to
Customer for the Placer Platform, any component thereof and/or any data supplied by Esri.
6. Customer hereby agrees that it shall not store, or cache, for the purposes of redistributing, or sublicensing content or
otherwise using the Placer Platform and/or any component or output therefrom in violation of Esri's or a third-party's
rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other
applicable laws or regulations.
Funding Failure Termination Right. If funds for continued payments under this Agreement by the Customer are at any
time unavailable or are insufficient for the Initial Term or any Additional Term, through failure of any entity, including the
Customer itself, to appropriate such 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 Order Form without
penalty or further payment by the Customer.
Public Records Laws.Placer acknowledges that if Customer is subject to the applicable public records laws and regulations
for Texas state ("Public Records Laws"), that all obligations imposed by this Agreement are subordinate to Customer's
obligations under Public Records Laws. Notwithstanding the foregoing, Customer agrees that it will keep Placer's
Proprietary Information (including any Placer Data) confidential in accordance with this Order Form and the Agreement
unless otherwise required by applicable law, including Public Records Law.
License Agreement Amendments.For the purposes of this Order Form only,the Agreement is hereby amended as follows:
• If applicable law prohibits Customer from indemnifying Placer, then Section 5.b of the Agreement, beginning
"Customer shall defend, indemnify and hold Placer harmless...", is hereby deleted in its entirety.
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be
reproduced or transmitted in any form or by any means without the express written consent of Placer.
• The third to the last sentence of Section 8 of the Agreement is hereby removed in its entirety and replaced with the
following: "This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws
provisions."
Notices.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.
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.
Promotional Use. Customer grants Placer the right to use Customer's company name and company logo, for Placer's
promotional purposes,with Customer prior written approval.
9. Authorization.
This Order Form is entered into by and between Customer and Placer effective as of the Effective Date. 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.
B B :
q)(yIS 61�)idul(
Name: Brooks Bennett Name: Vernell Wisdom
Title: City Manager Title: Head of Contract Management
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be
reproduced or transmitted in any form or by any means without the express written consent of Placer.
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Date: 04/21 /2026 Date: 4/22/2026
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ATTACHMENT I
CUSTOMER'S PURCHASING DEFINITIONS, STANDARD TERMS AND CONDITIONS
CITY OF ROUND ROCK
PURCHASING DEFINITIONS, STANDARD TERMS AND CONDITIONS
4. 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.
5. 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).
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.
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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.
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.stateAx.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:
i. 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
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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 a nd
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.
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
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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:
ii.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 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.
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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 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
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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
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.
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ATTACHMENT 2
STANDARD SERVICE LEVEL
Definitions
"Placer Analytics Platform"means Placer's analytics platform managed at https://anal ics.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 Platforin 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.
Emerl4ency 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.
Incident Classification.
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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
Severity Level 1 Means that an Incident that causes the use or accessibility of Placer Analytics Platform
(Critical) 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 Means an Incident which causes a serious disruption of a major function in Placer
(Serious) Analytics Platform and which cannot be solved temporarily by a workaround.
Severity Level 3 Means any of the following:
(Degraded)
(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.
Response Expectation Table
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Seventy Step I Step 2 Step 3
I (Critical) Initial response to Immediate and continuing Within 2 Business
Customer within 2 effort,but in all events within Days following
hours following 24 hours of Customer's Initial Customer's Initial
Customer's Initial Report Report
Report
2 (Serious) Initial response to Immediate and continuing Within 10 Business
Customer within 4 effort,but in all events within 2 Days following
hours following Business Days following initial Customer's Initial
Customer's Initial contact by Customer Report
Report
3 Initial response to Within 10 Business Days Within 30 Business
(Degraded) Customer within following Customer's Initial Days following
24 hours following Report Customer's Initial
Customer's Initial Report
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
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