HomeMy WebLinkAboutCAG2023-516 - Original - Placer Labs, Inc. - Park Use Geofencing Data - 10/06/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr:
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Agreement Routing Form Dir. Assist: lei-
0 For Approvals,Signatures and Records Management
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover
WASHINGTON Sheet forms. Dir/Dep Dir:
Originator: Department:
Terry Jungman Parks, Recreation & Community Services
Date Sent: Date Required:
> 10/03/2023 10/09/2023
0
CL Authorized to Sign: Date of Council Approval:
QDirector or Designee n/a
Budget Account Number: Grant? Yes WINo
10006600.6XXXX.5015
Budget?W]Yes:No Type: N/A
Vendor Name: Category:
Placer Labs, Inc. Contract
Vendor Number: Sub-Category:
= TBD Original
0 Park Use Geofencin Data
Project Name: g
3- Project Details:Contract with Placer Labs, Inc. will establish a new data source for Parks to
0
= better understand park use data utilizing geofencing technology.
c
40 g 18 000 Other
Agreement Amount: Basis for Selection of Contractor:
47 `Memo to Mayor must be attached
3- Start Date: 10/2023 Termination Date: 10/2024
Im
Q Local Business?F--]YeslzNo* If meets requirements per KCC3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes In-Process Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
FTesONo CAG2023-516
Comments:
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Date Routed to the City Clerk's Office:
,c«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
KEN•
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WASHINGTON
AGREEMENT FOR SOFTWARE AS A SERVICE
Between the City of Kent and Placer Labs, Inc.
This Software as a Service (Sass) Agreement (Agreement) is between the CITY OF KENT (City or
Customer), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA
98032 and Placer Labs, Inc. (Vendor or Placer), organized under the laws of the Delaware with
its principal place of business at 440 N. BARRANCA AVE. #1277, COVINA, CA 91723, effective
on the last date signed below. This Agreement is to obtain access to Vendor's services, all of which
will continue to be supported and maintained by Vendor under the terms of this Agreement.
1. Description of Work and Services Provided by Vendor.
1.1 Grant of License to Access and Use the Services. For the term of this Agreement
including any renewals, Vendor hereby grants to City a revocable, limited, non-exclusive, non-
sublicensable, non-sublicensable , and non-transferable license to access and use the services
included in the Order Form attached hereto as Exhibit A (the "Services") solely for the Permitted
Uses as set forth in Exhibit A, all pursuant to the applicable terms in Exhibit A and Exhibit A-1
attached thereto The Services shall include those services specified within Exhibit A, as well as any
additional or future products and services that are added via mutual written agreement during the
term of this Agreement. The City shall refrain from taking any steps such as, but not limited to,
reverse assembly or reverse compilation, to derive a source code equivalent to the Services as
further described in Section 2 of Exhibit A-1 attached hereto.
2. Term. The term of this Agreement shall be one (1) year from the last date signed below as
further described on Exhibit A.
Any reference in this Agreement to "days" shall mean "calendar days" unless a different
meaning is expressly stated.
3. Subscription Fees/Taxes.
3.1 Subscription Fees. The license fees and payment terms for the Services set forth in
this Agreement are as set forth in the attached and incorporated Exhibit A.
3.2 Intentionally Omitted.
3.3. Taxes. All contract amounts shall be inclusive of sales or other applicable taxes, and
invoices shall include all tax obligations stated separately from the contract amounts. City shall pay
all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes,
if imposed by local and/or state authorities on all software, and other taxable goods and services
procured by the City under this Agreement.
4. 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; (iii) Commercial General Liability: $1,000,000 per claim; $2,000,000 aggregate; and
(v) Cyber (Network Security) Liability: $1,000,000 per claim.
(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
AGREEMENT FOR SOFTWARE AS A SERVICE
Page 1
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.
S. Remedies. Termination of this Agreement shall not affect any right of action of either party
prior to the termination being affected. All remedies shall be cumulative and may be exercised
concurrently, or separately, which shall not be deemed to constitute an election of any one remedy
to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity,
City shall have the right to recover from Vendor all damages reasonably caused by default of any
representation or warranty, subject to any limitations on damage recovery in the Order Form or any
attachment thereto. This paragraph shall not limit City's right to pursue any other remedy available
to it in law, at equity or pursuant to this Agreement.
6. Non-Discrimination. In the hiring of employees for the performance of this Agreement or
any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Vendor shall
not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence
of any sensory, mental, or physical disability, discriminate against any person who is qualified and
available to perform the work to which the employment relates. The Vendor shall execute the City of
Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2,
and upon completion of the contract work, file the Compliance Statement, all attached and
incorporated as Exhibit B.
7. General Provisions
7.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington
and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and
venue of the federal and state courts located in King County, Washington, with respect to any dispute
arising out of or in connection with the Agreement and agrees not to commence or prosecute any
action or proceeding arising out of or in connection with the Agreement other than in the
aforementioned courts.
7.2 Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes,
controversies and claims (Disputes) arising out of this Agreement without litigation. To that end,
upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable,
responsible management representative to meet and negotiate in good faith to resolve any Dispute
arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of
resolving that Dispute shall only be by filing suit as provided for under Section 7.1, unless the parties
agree in writing to an alternative dispute resolution process.
7.3 Nonwaiver. Any failure by either party to enforce strict performance of any provision
of the Agreement will not constitute a waiver of its right to subsequently enforce such provision or
any other provision of the Agreement.
7.4 Notices. All communications regarding this Agreement shall be sent to the parties at
the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any
written notice hereunder shall become effective three (3) business days after the date of mailing by
registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the
address stated in this Agreement or such other address as may be hereafter specified in writing.
Either party may change its address by giving written notice of such change to the other party.
7.5 Legal Fees. In any claim or lawsuit for damages arising from the parties' performance
of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending
or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award
AGREEMENT FOR SOFTWARE AS A SERVICE
Page 2
provided by law; provided, however, nothing in this paragraph shall be construed to limit either
party's right to indemnification under this Agreement.
7.6 Force Majeure. Neither party shall be liable to the other for breach due to delay or
failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic,
fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that
is prevented or delayed due to a force majeure event shall not result in liability to the delayed party.
Both parties represent to the other that at the time of signing this Agreement, they are able to
perform as required and their performance will not be prevented, hindered, or delayed by the current
COVID-19 pandemic, any existing state or national declarations of emergency, or any current social
distancing restrictions or personal protective equipment requirements that may be required under
federal, state, or local law in response to the current pandemic.
If any future performance is prevented or delayed by a force majeure event, the party whose
performance is prevented or delayed shall promptly notify the other party of the existence and nature
of the force majeure event causing the prevention or delay in performance. Any excuse from liability
shall be effective only to the extent and duration of the force majeure event causing the prevention
or delay in performance and, provided, that the party prevented or delayed has not caused such
event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and
to perform the obligation.
Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the
City shall not be liable for, the payment of any part of the contract price during a force majeure
event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force
majeure event. Performance that is more costly due to a force majeure event is not included within
the scope of this Force Majeure provision.
7.7 Entire Agreement/Modification. This Agreement, together with all exhibits comprise the
entire agreement between the parties and supersedes all prior or contemporaneous negotiations,
discussions, or agreements, whether written or oral, between the parties regarding the subject matter
contained herein. This Agreement may be amended, modified, or added to only by written
instrument properly signed by both parties hereto.
7.8 Public Records Act. The Vendor acknowledges that the City is a public agency subject
to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and
documents, notes, emails, and other records prepared or gathered by the Vendor in its performance
of this Agreement may be subject to public review and disclosure, even if those records are not
produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the
City in satisfying the City's duties and obligations under the Public Records Act.
7.9 City Business License Required. Prior to commencing performance under this
Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant to
Chapter 5.01 of the Kent City Code.
7.10 Counterparts and Signatures by Fax or Email. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the
signature page to the other by fax or email and that signature shall have the same force and effect
as if the Agreement bearing the original signature was received in person.
IN WITNESS, the parties below execute this Agreement, which shall become effective on the
last date entered below. All acts consistent with the authority of this Agreement and prior to its
effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have
applied.
AGREEMENT FOR SOFTWARE AS A SERVICE
Page 3
VENDOR: CITY:
Placer Labs, Inc. CITY OF KENT
yel-Ilea wl:vow LorI doagh
By:Vernell Wisdom(Oct 6,202312:15 CDT) By:Lori Hogan(Oct 6, 02312:55 PDT)
Print Name:Vernell Wisdom Print Name:Lori Hogan
Its Head of Contract Management Its Recreation and Cultural Services Supt
DATE:Oct 6,2023 DATE: Oct 6,2023
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
Cassidy Sawyer
Koby Ben-Zvi,executiveoffice@placer.ai,Placer Labs,Inc,440 N Barranca Ave.,#1277 Covina,CA91723 City of Kent
220 Fourth Avenue South
415-228-2444 Kent, WA 98032
(telephone) (253) 856-5117 (telephone)
csawyer@kentwa.gov (email)
vernell.wisdom@ lacer.ai email
APPROVED AS TO FORM:
Kent Law Department
ATTEST:
J(�4
Kent City Clerk
AGREEMENT FOR SOFTWARE AS A SERVICE
Page 4
EXHIBIT A
PLACER LABS,INC.
ORDER FORM
City of Kent ("Customer") Placer Labs,Inc. ("Placer")
Address: 220 Fourth Ave. S. Address: 440 N Barranca Ave.,#1277
Kent,WA 98032 Covina, CA 91723
Contact Person: Cassidy Sawyer Contact Person Chris Duval
Email: csawyer@kentwa.gov Billing Contact Melissa Anderson
Person:
Phone: 253-856-5117 Billing Email*: billing@,placer.ai
Billing Contact Email: csawyer@kentwa.gov Billing Phone*: 415-228-2444
*Not for use for official notices.
1. Services.
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 following U.S.
state(s): US-WA
• Access is provided to the 5 named users as set forth in the attached Exhibit A,who are part of Customer's Parks,
Recreation&Community Services Team.User credentials,logins and Placer Data may not be shared with others
• 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. 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 erian Mosaic Mosaic 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 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: This Order Form shall continue on the same terms and conditions set forth herein for additional
periods of the same duration as the Initial Term,if mutually agreed in writing by both parties(email would be sufficient).
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 License 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.
$18,000/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.
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.
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.
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.
Subject to applicable public records laws, 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 License
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 License Agreement.
7. Miscellaneous.
All notices under the Order Form and the License 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.
This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature of the
Agreement for Software as a Service (the "SaaS Agreement") entered into between Customer and Placer. This Order
Form and use of the Services are governed by, and Customer and Placer agree to, the SaaS Agreement and the License
Agreement attached hereto as Exhibit A-1. (the "License Agreement"); provided, however, that in the event of any
conflict between the SaaS Agreement and this Order Form, the SaaS Agreement shall control and in the event of any
conflict between this Order Form and the License Agreement,this Order Form shall control. Unless otherwise defined in
this Order Form,capitalized terms herein have the same meaning as in the Agreement.
Exhibit A-1
PLACER LABS,INC.
LICENSE AGREEMENT
This License Agreement (this "Agreement") is entered into by and between Placer Labs, Inc., a Delaware
corporation("Placer"), and the customer("Customer") listed on the order form(the"Order Form") entered into
by and between Placer and Customer, effective as of the last signature date set forth on the Order Form (the
"Effective Date"). Unless otherwise defined in this Agreement, capitalized terms herein have the same meaning
as in the Order Form.
1. LICENSE
Subject to the terms of this Agreement and the Order Form(including, without limitation, the payment of
fees by Customer),Placer hereby grants to Customer a limited,non-exclusive,non-transferable,non-sublicensable
license to access and use the Services (as set forth in the Order Form) solely for the Permitted Uses (as set forth in
the Order Form).
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile,
disassemble or otherwise attempt to discover the source code,object code or underlying structure,ideas,know-how
or algorithms relevant to the Services or Placer Data or any software,documentation or data related to the Services
or Placer Data; (b)attempt to re-identify any anonymized,aggregated,deidentified,obfuscated,or statistical Placer
Data,(c)modify,translate,or create derivative works based on Placer Data(except to the extent expressly set forth
as Permitted Use in the Order Form), (d) share Placer Data with, or disclose Placer Data to, or use Placer Data for
the benefit of,a third party(except to the extent expressly set forth as Permitted Use in the Order Form),(e)remove
any proprietary notices or labels,(f)circumvent any security control or access mechanism for the Services or Placer
Data, (g) perform systematic and/or bulk downloads of Placer Data, or web scraping of Placer Data/from the
Services,or systematic API calling beyond the minimal amount needed for Permitted Uses,or attempt to reconstruct
any portion of Placer Data,(h)use the Services or Placer Data in connection with any products,services,or activities
that compete with Placer,or(i)attempt to build a user profile for a given individual or device based on Placer Data,
or attempt,facilitate,or encourage others to identify a given individual or user or reconstruct user profiles based on
Placer Data. Customer shall not, directly or indirectly, resell, distribute, sublicense, display, or otherwise provide
to third parties the Services or any Placer Data or any derivatives of Placer Data, except that Customer may display
Placer Data as part of Research Data during the Term. For the avoidance of doubt, and without limiting any other
restrictions or obligations set forth in this Agreement, Customer shall not use, license, sub-license or distribute
Placer Data or any data derived from Placer Data, for any of the following purposes: (I) in connection with
establishing eligibility for employment, health care, credit or insurance; (II) for making decisions solely by
automatic means where the decision has a significant effect on the individual to whom the data relates; (III)for any
unlawful tracking or unlawful surveillance purposes; or (IV) to market or sell to law enforcement agencies or to
any governmental agency to be used for a law enforcement purpose.
2.2 Customer represents,covenants,and warrants that Customer will use the Services and Placer Data and only
in compliance with applicable laws and regulations. Furthermore, Customer will ensure all access to Placer("log
in") shall be done using email addresses of Customer's email domain, and never any personal email addresses.
Although Placer has no obligation to monitor Customer's access to and use of the Services or Placer Data Placer
may do so and may prohibit any access or use it believes may be(or alleged to be)in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed
to connect to, access or otherwise use the Services and Placer Data, including, without limitation, modems,
hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Access
Equipment"). Customer shall also be responsible for maintaining the security of the Access Equipment,Customer
account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of
Customer account or the Access Equipment with or without Customer's knowledge or consent.
2.4 Customer shall maintain information security measures to safeguard Customer's Access Equipment and
Placer Data in Customer's possession, including appropriate physical, technical, and organizational measures to
ensure the security of such data. Such measures shall include,but not be limited to,the highest degree of care that
Customer utilizes to safeguard its own sensitive data,which shall be no less than industry standard security measures
in any event.
2.5 Customer shall maintain accurate and complete records relating to its use of Placer Data during the Term
and for a period of one (1)year thereafter. Placer or its designee(s) may, at any time upon not less than ten (10)
business days' notice to Customer, examine such records of Customer(and its affiliates and contractors, if any are
permitted to use Placer Data)related to Customer's and any such parties' use of Placer Data("Audit"). Customer
will cooperate fully, and cause its affiliates and contractors to cooperate fully, with any such Audit(s) and will
provide all records, data, documentation,and other information reasonably requested by Placer. The Audit(s)will
be conducted during normal business hours,and at Placer's expense;provided however if such Audit reveals misuse
of Placer Data by Customer, then Customer will bear the cost of such Audit, without limiting any other rights or
remedies that Placer may have with respect to any such misuse of Placer Data.
3. PROPRIETARY RIGHTS
3.1 Placer shall own and retain all right, title and interest in and to (a) the Services and Placer Data, and all
improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other
technology developed in connection with supporting the foregoing,and(c)all intellectual property rights related to
any of the foregoing. No licenses are granted by estoppel or by implication.
3.2 Customer may provide feedback to Placer in respect of the Services or Placer Data. Feedback may include,
without limitation,updates to or corrections of Placer Data(e.g., a retail store may have moved or may have been
closed). Placer may use any such feedback to improve the Services or for other purposes, without any obligation
to Customer.
3.3 In the course of using the Services, Customer may upload data (e.g., Customer's customer data) to the
Services. Such uploaded data is referred to herein as "Customer Data". Customer hereby grants Placer a
nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use, modify,
reproduce, distribute, prepare derivative works of, display and perform Customer Data (including all related
intellectual property rights) in an aggregated and de-identified format ("Anonymized Customer Data") in
connection with the Services. Customer also hereby grants each user of the Services a non-exclusive license to
access Anonymized Customer Data through the Services, and to use, modify, reproduce, distribute, prepare
derivative works of, display and perform such Anonymized Customer Data as permitted through the functionality
of the Services. For clarity,the foregoing license grant to Placer and users of the Services does not affect Customer's
ownership of Customer Data. Placer reserves the right to remove any Customer Data and/or Anonymized Customer
Data from the Services at any time for any reason. Customer,not Placer,remains solely responsible for all Customer
Data that Customer uploads, posts, emails, transmits, or otherwise disseminates using, or in connection with, the
Services, and Customer represents and warrants that Customer possesses all rights necessary to provide such
Customer Data to Placer and to grant the rights to use such Customer Data as provided herein.
4. WARRANTY AND DISCLAIMER
4.1 Placer shall use reasonable efforts consistent with prevailing industry standards to provide access to the
Services and Placer Data. Access may be temporarily unavailable for scheduled maintenance or for unscheduled
emergency maintenance, either by Placer or by third-party providers, or because of other causes beyond Placer's
reasonable control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Services,
email, or otherwise, of any scheduled service disruption. PLACER DOES NOT WARRANT THAT ACCESS TO
THE SERVICES OR PLACER DATA WILL BE UNINTERRUPTED OR ERROR FREE;NOR DOES IT MAKE
ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR
PLACER DATA.
4.2 Placer Data shall not include (i) any personally identifiable data, including but not limited to,name, email
address, address or any other personal identifier ("Personal Data"), nor (ii) any sensitive data, including but not
limited to Personal Data relating to social security numbers and other government identifiers, information relating
to health or medical conditions, and information relating to sex life or sexual orientation, political opinions, and
financial account numbers ("Sensitive Data").
4.3 Placer represents and warrants that to its knowledge the Services and Placer Data do not infringe the
intellectual property rights of any third party and comply with applicable laws and regulations. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION 4, THE SERVICES AND PLACER DATA ARE PROVIDED
"AS IS"AND PLACER DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. PLACER DATA ARE COMPILED BASED ON PROPRIETARY
ALGORITHMS, AND PLACER DOES NOT WARRANT THAT ALL DATA SHALL BE COMPLETE AND
ACCURATE. FURTHER, PLACER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM USE OF THE SERVICES OR PLACER DATA. Without limiting the foregoing disclaimer,
Customer acknowledges and agrees that Placer Data consist of and represent the result of statistical inferences.
Placer is not a backup service, and Customer is solely responsible for creating any backups of data provided by
Placer. Placer is not responsible for decisions made by Customer based on Placer Data.
5. INDEMNITY
5.1 Placer shall defend, indemnify and hold Customer harmless from liability to third parties resulting from
infringement by Placer's provision of Placer Data of any United States patent or any copyright or misappropriation
of any trade secret. The foregoing obligations do not apply with respect to any portions or components of Placer
Data(i)that are created, compiled, or modified by any party other than Placer, (ii) combined with other products,
processes, data, or materials where the alleged infringement relates to such combination, (iii) where Customer
continues allegedly infringing activity after being notified thereof or after being informed of alternatives that would
have avoided the alleged infringement, or (iv) where Customer's use of Placer Data is not strictly in accordance
with this Agreement. If, due to a claim of infringement, Placer Data are held by a court of competent jurisdiction
to be or are believed by Placer to be infringing,Placer may,at its option(a)obtain for Customer a license to continue
using Placer Data or(b)terminate the Order Form and Customer's rights thereunder and provide Customer a refund
of any prepaid,unused fees for Placer Data.
5.2 Customer shall defend, indemnify and hold Placer harmless from liability to third parties, including any
claims of government agencies or regulators,resulting from or arising out of either(a)the provision of any data by
Customer not in compliance with applicable law, or(b)the use by or on behalf of Customer of any Placer Data not
in compliance with applicable laws and regulations.
5.3 The obligations of either party to provide indemnification hereunder is subject to the party seeking
indemnification (a) providing the indemnifying party with prompt written notice of any claim, (b) providing the
indemnifying party with sole control over the defense and settlement of the applicable claim and (c) reasonably
cooperating with the indemnifying party in defending such claim. Subject to the foregoing, the indemnified party
may be represented in any proceeding by counsel of its own choosing at its own expense.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR
PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM, THIS AGREEMENT, THE
SERVICES OR PLACER DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF
LIABILITY,EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR
NON-PAYMENT OF FEES, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN
CONNECTION WITH THE ORDER FORM, THIS AGREEMENT, THE SERVICES OR PLACER DATA OR
FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED PLACER'S
STATED INSURANCE CAP. . NOTWITHSTANDING ANY OTHER PROVISIONS, THE FOREGOING
LIMITATIONS WILL NOT APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF
LICENSING RESTRICTIONS.
7. EXPORT CONTROL
Customer may not remove or export from the United States or allow the export or re-export of Placer Data,
or any direct product thereof in violation of any restrictions,laws or regulations of the United States Department of
Commerce,the United States Department of Treasury Office of Foreign Assets Control, or any other United States
or foreign agency or authority.
8. MISCELLANEOUS
This Agreement includes and incorporates Placer's privacy policy located at https://www.placer.ai/privacy-
policy/platform-services-privacy-policy/(the"Privacy Policy"). The Order Form,the Privacy Policy,and all other
referenced documents, if any, are integral parts of this Agreement. If any provision of this Agreement is found to
be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that
this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable,
transferable or sublicensable by Customer except with Placer's prior written consent. Placer may transfer and assign
any of its rights and obligations under this Agreement without consent. No agency, partnership,joint venture, or
employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind
Placer in any respect whatsoever. This Agreement shall have the same Term as, and shall terminate or expire
concurrently with,the Order Form. The following will survive any termination of this Agreement and Order Form:
Sections 2.1, 2.4,2.5, 3.1, 3.2,4 through 8 of this Agreement.
EXHIBIT B
DECLARATION
CITY OF KENT NON-DISCRIMINATION POLICY
The City of Kent (City) is committed to conform to Federal and State laws regarding equal
opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers
who perform work with relation to this Agreement shall comply with the regulations of the
City's equal employment opportunity policies.
The City of Kent and its contractors are subject to and will comply with the following:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78
stat. 252), (prohibits discrimination on the basis of race, color, national
origin);
• 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted
Programs Of The Department Of Transportation-Effectuation Of Title VI
Of The Civil Rights Act Of 1964);
• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for
Enforcement of Title VI of the Civil Rights Act of 1964).
• Ch. 49.60 RCW (Washington Law Against Discrimination)
The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and
Regulations".
The following statements specifically identify the requirements the City deems necessary
for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An
affirmation of all of the following is required for this Agreement to be valid and binding. If
any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to
the directives outlined below, it will be considered a breach of contract and it will be at the
City's sole determination regarding suspension or termination for all or part of the
Agreement.
The statements are as follows:
1. I have read the attached City of Kent administrative policy number 1.2.
2. During the time of this Agreement I will not discriminate in employment on the basis
of sex, race, color, national origin, age, or the presence of all sensory, mental or
physical disability.
3. During the time of this Agreement I, the prime contractor, will provide a written
statement to all new employees and subcontractors indicating commitment as an
equal opportunity employer.
4. During the time of the Agreement I, the prime contractor, will actively consider hiring
and promotion of women and minorities.
5. During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest (hereinafter referred to as the "contractor") agrees as
follows:
A. Compliance with Regulations: The contractor, subcontractor, consultant,
vendor, and supplier (hereinafter "Contractor") will comply with all Acts and
the Regulations relative to non-discrimination, including those applicable to
Federally-assisted programs of the U.S. Department of Transportation, State-
assisted programs through the Washington State Department of
Transportation, and generally under Washington's Law Against
Discrimination, Ch. 49.60 RCW, as they may be amended from time to time,
which are herein incorporated by reference and made a part of this contract.
B. Non-discrimination: The contractor, with regard to the work performed by
it during the contract, will not discriminate on the grounds of race, color, or
national origin in the selection and retention of subcontractors, including
procurements of materials and leases of equipment. The contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts
and the Regulations, including employment practices when the contract
covers any activity, project, or program set forth in Appendix B of 49 CFR
Part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials
and Equipment: In all solicitations, either by competitive bidding, or
negotiation made by the contractor for work to be performed under a
subcontract, including procurements of materials, or leases of equipment,
each potential subcontractor or supplier will be notified by the contractor of
the contractor's obligations under this contract and the Acts and the
Regulations relative to non-discrimination on the grounds of race, color, or
national origin.
D. Information and Reports: The contractor will provide all information and
reports required by the Acts and Regulations and directives issued pursuant
thereto and will permit access to its books, records, accounts, other sources
of information, and its facilities as may be determined applicable to
contractor's contract by the City or the Washington State Department of
Transportation to be pertinent to ascertain compliance with such Acts and
Regulations and instructions. Where any information required of a contractor
is in the exclusive possession of another who fails or refuses to furnish the
information, the contractor will so certify to the City or the Washington State
Department of Transportation, as appropriate, and will set forth what efforts
it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of a contractor's
noncompliance with the non-discrimination provisions of this contract, the
City will impose such contract sanctions as it or the Washington State
Department of Transportation may determine to be appropriate, including,
but not limited to:
a. withholding payments to the contractor under the contract until the
contractor complies; and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
F. Incorporation of Provisions: The contractor will include the provisions of
paragraphs (A) through (F) above in every subcontract, including
procurements of materials and leases of equipment, unless exempt by the
Acts and Regulations and directives issued pursuant thereto. The contractor
will take action with respect to any subcontract or procurement as the City or
the Washington State Department of Transportation may direct as a means
of enforcing such provisions including sanctions for noncompliance. Provided,
that if the contractor becomes involved in, or is threatened with litigation by
a subcontractor, or supplier because of such direction, the contractor may
request the City to enter into any litigation to protect the interests of the
City. In addition, the contractor may request the United States to enter into
the litigation to protect the interests of the United States.
6. During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest agrees to comply with the following non-discrimination statutes
and authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat.
252), (prohibits discrimination on the basis of race, color, national origin); and
49 CFR Part 21.
ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced
or whose property has been acquired because of Federal or Federal-aid
programs and projects);
iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits
discrimination on the basis of sex);
iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
amended, (prohibits discrimination on the basis of disability); and 49 CFR Part
27;
V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.),
(prohibits discrimination on the basis of age);
vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123),
as amended, (prohibits discrimination based on race, creed, color, national
origin, or sex);
vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age
Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,
by expanding the definition of the terms "programs or activities" to include all
of the programs or activities of the Federal-aid recipients, sub-recipients and
contractors, whether such programs or activities are Federally funded or not);
viii. Titles II and III of the Americans with Disabilities Act, which prohibit
discrimination on the basis of disability in the operation of public entities, public
and private transportation systems, places of public accommodation, and
certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by
Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §
47123) (prohibits discrimination on the basis of race, color, national origin,
and sex);
X. Executive Order 12898, Federal Actions to Address Environmental Justice in
Minority Populations and Low-Income Populations, which ensures Non-
discrimination against minority populations by discouraging programs,
policies, and activities with disproportionately high and adverse human health
or environmental effects on minority and low-income populations;
xi. Executive Order 13166, Improving Access to Services for Persons with Limited
English Proficiency, and resulting agency guidance, national origin
discrimination includes discrimination because of Limited English proficiency
(LEP). To ensure compliance with Title VI, you must take reasonable steps to
ensure that LEP persons have meaningful access to your programs (70 Fed.
Reg. at 74087 to 74100);
xii. Title IX of the Education Amendments of 1972, as amended, which prohibits
you from discriminating because of sex in education programs or activities (20
U.S.C. 1681 et seq).
xiii. Washington Law Against Discrimination (Ch. 49.60 RCW)
7. The submission of the final invoice for this contract will constitute a reaffirmation that
the preceding statements were complied with during the course of the contract's
performance.
By signing below, I agree to fulfill the five requirements referenced above.
yemdi( W/Yow
By: VerneR Wisdom(Oct6,202312:15 CDT)
For: Placer Labs Inc
Title: Head of Contract Management
Date: Oct 6,2023
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022
SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998
APPROVED BY Dana Ralph, Mayor
POLICY:
Equal employment opportunity and non-discrimination in contracting requirements for the
City of Kent will conform to federal and state laws. All contractors, subcontractors,
consultants, and suppliers of the City must guarantee equal employment opportunity within
their organization and, if holding Agreements with the City amounting to $10,000 or more
within any given year, must take the following affirmative steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal opportunity employer.
2. Actively consider for promotion and advancement available minorities and women.
Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of
the City, regardless of the value of the Agreement, are required to sign the City's Non-
Discrimination Policy Declaration, prior to commencing performance.
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's
nondiscrimination and equal opportunity requirements shall be considered in breach of
contract and subject to suspension or termination for all or part of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and
Public Works Departments to coordinate with the City's Title VI coordinator, and perform
the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City's equal employment
opportunity policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and
guidelines.
Signature: fie= LWMA"-& Signature:
Terry Jungman(Oct 02310:28 PDT)
Email: tjungman@kentwa.gov Email: rlashley@kentwa.gov
Signature:
Kim Komoto(Oct 10,2023 11:30 PDT)
Email: cityclerk@kentwa.gov
PDD_100423_Placer Labs Inc
Final Audit Report 2023-10-10
Created: 2023-10-06
By: Ronald Lashley(rlashley@kentwa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAQpwlirTswCgr7PeSYZkJSMdXQnPy2vw0
"PDD_100423_Placer Labs Inc" History
Document created by Ronald Lashley (rlashley@kentwa.gov)
2023-10-06-3:31:56 PM GMT-IP address: 146.129.252.126
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dp Document e-signed by Vernell Wisdom (vernell.wisdom@placer.ai)
Signature Date:2023-10-06-5:15:09 PM GMT-Time Source:server-IP address:73.48.2.235
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dg Document e-signed by Terry Jungman (tjungman@kentwa.gov)
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do Signer Ihogan@kentwa.gov entered name at signing as Lori Hogan
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do Document e-signed by Lori Hogan (Ihogan@kentwa.gov)
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Signature Date:2023-10-10-6:30:47 PM GMT-Time Source:server-IP address: 146.129.252.126
Agreement completed.
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