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18 - Agreement with Placer.aiaItem No. 18 TO: Mayor Mayor Pro Tem City Council FROM: Robert G. Vine, Deputy City Manager SUBJECT: Agreement with Placer.ai — Joint Project with Paris Economic Development Corporation and the Lamar County Chamber of Commerce DATE: October 23, 2023 BACKGROUND: Placer.ai is a location analytics company that collects geolocation data from mobile devices enabled to share data in anonymized fashion. It supports clients' needs to measure store traffic and the results of marketing campaigns intended to drive store traffic. It also measures foot traffic counts and dwell time and provides insight to understand how promotions, holidays, seasonality, and events impact business. With regard to "area analysis", this application can provide detailed insights into what is happening in the vicinity of a property, including traffic volumes for road segments, crime history near the property, and a view of nearby real estate development. This application makes it possible to discover true trade areas — where customers live and work and provides opportunity to focus a marketing budget on ideal customers and forecast the impact new tenants will have. STATUS OF ISSUE: The City of Paris is partnering with the Paris Economic Development Corporation and the Lamar Chamber of Commerce to fund the purchase of a one-year subscription to Placer.ai with each organization providing $5,000 for a total of $15,000 annual cost. The data obtained from Placer.ai will assist each organization to more efficiently plan, predict, recruit, retain and inform stakeholders, current businesses and industries and those businesses and industries that could potentially call Paris home. Each organization can also utilize this information independently to further their specific missions, i.e. recruit industries, recruit potential. businesses and/or retail., include data in submission for potential funding opportunities, etc. Staff views this as an opportunity to or with the PITC and the Chamber of Commerce to strengthen the future of Paris and demonstrate a unified effort to that end. BUDGET: '/'his joint project has an attached cost of $5,000 for the City of Paris. OPTIONS: 1. Do not approve staff to sign the order for agreement. 2. Request the order form. agreement be amended and be brought back to council for consideration, 3. Approve the order form/agreement as presented and authorize City Manager Path RECOMMENDATION: Staff recommends Council approves the order form/agreement for Placer.ai be approved as presented. City of Paris, TX Address: Contact Person: Email: Phone: Billing Contact Email: 1. Services. Piacer.awl PLACER LABS, INC. ORDER FORM ("Customer") Placer Labs, Inc. 150 SE 1st St. Paris Address: Paris, TX 75460 Robert Vine rvine@paristexas.gov 903-784-9216 rvine@paristexas.gov ("Placer") 440 N Barranca Ave., #1277 Covina, CA 91723 Contact Person Bryce Brill Billing Contact Person: Melissa Anderson Billing Email*: a l,N,l7iu 8; 6 1,-115 , .,u;ll Billing Phone*: 415-228-2444 *Not for use for official notices. The services provided under this Order Form (the "Services") include: • Access, via Placer Venue Analytics Platform ("Placer's Platform"), to all major venues within the United States • 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 • Access to STI Demographics Bundle + Mosaic Data Set. The applicable Advanced Demographics and Psychographics are generated using the Input Datasets from the data vendors as set forth below: .-.............. Description Input Datasets Used Po Stats STI Demographics Bundle Spending Patterns Workplace Market Outlook Ex Brian Mosaic Mosaic Se ptric-�A _..�..�. .n._ anon 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 12 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." Additional Term: Following expiration of the Initial Term, this Order Form shall be automatically renewed for additional periods of the same duration as the Initial Term, unless either party provides written notice of non -renewal at least thirty (30) days prior to the expiration of the then -current 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. $15,000/year invoiced: in full upon signing this Order Form. 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 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. In the event of any termination, Customer will pay in full for the Services. 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. Customer shall be provided with a minimum of 30 day notice prior to any price increase. 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. _.............._ m. ..,,� .,, ........ ...._......, 5. Support. CON -021782 2 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 except as may be required by the Texas Public Information Act. 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. 8. MANDATORY ANTIBOYCOTT„AND ., OTHER PROVISIONS. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. Pursuant to Section 2271.002 of the Texas Government Code, Contractor certifies that either (i) it meets an exemption criterion under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the Agreement. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. Pursuant to SB 13, 871 Texas Legislature, Contractor certifies that either (i) it meets an exemption criterion under SB 13, 87' Texas Legislature; or (ii) it does not boycott energy companies, as defined in Section 1 of SB 13, 87' Texas Legislature, and will not boycott energy companies during the term of the Agreement. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. Pursuant to SB 19, 87' Texas Legislature, Contractor certifies that either (i) it meets an exemption criterion under SB 19, 87' Texas Legislature, or (ii) it does not discriminate against a firearm entity or firearm trade association, as defined in Section 1 of SB 19, 87' Texas Legislature, and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Contractor certifies that Contractor is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. CON -021782 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 &afC(the "Agreement"); provided, however, that in the event of any conflict between this Order Form and the Agreement, this Order Form shall control. Unless otherwise defined in this Order Form, capitalized terms herein have the same meaning as in the Agreement. CON -021782 4