50-M0012-25-CP105_Placer AI Sole Source 2025.pdf.PDF

2015 Sole Source Form

CITY OF CARLSBAD

SOLE SOURCE AND EMERGENCY PROCUREMENT REQUEST AND

DETERMINATION FORM

A sole source determination is not effective until the sole source request for determination has been posted for thirty (30) calendar days without challenge, and subsequently approved in writing by the Purchasing Manager. A purchase order will not be issued and orders may not be placed until the sole source determination as been posted for a minimum o[15 days.

I. Name ofCompany: Placer.ai Date: 3/12/25

Please Check One: New Sole Source II' I Renewal of Existing Sole Source 0 Please Check One: 0 Product D Services 0Product and Services

Type of Sole Source Requested: (Please check the one that best describes the type of Sole Source you are requesting)

D Company Sole Source (Only one company can provide the goods or services)

D Brand Name Sole Source (Only this brand will serve the intended purpose or function with existing equipment or systems, including software)

D Unique Professional Services (Only one company or individual can provide this service due to the creative nature of the service or custom delivery of goods or services that are unique and subject to custom design and/or fabrication.

**Please note- True Professional Services under $60,000 in value are considered a small purchase and does not require a sole source detennination.

J I' I Proprietary Sole Source (Only this company provides this product or service and only this company can provide after sale maintenance, repairs or service agreements)

D Local Sole Source (Only one company exists to provide this product or service locally and due to the nature of the purchase, it is not feasible or reasonable to obtain the product or service from non-local sources. Only one local vendor is able to respond to the need in a timely manner due to local proximity)

Amount of Purchase$ 28,000

II. D Emergency Procurement Request

DEFINITION OF EMERGENCY CONDITIONS:

An emergency condition is a situation which creates a threat to public health, welfare, safety or property such as may arise by reason of floods, epidemics, riots, equipment failures or similar events. The existence of the emergency condition creates an immediate and serious need for services, construction or items of tangible personal property that cannot be met through normal procurement methods and the lack of which would seriously threaten:

A. the functioning of government;

B. the preservation or protection of property; or C. the health or safety of any person.

Please provide a detailed explanation for why the purchase required meets the above definition of an Emergency Condition.

N/A

** The Emergency Determination will only be in effect as long as needed to alleviate the emergency conditions. Once the emergency condition has passed, regular procurement methods and procedures must be followed.

Amount of purchase: $ _________ _

Sole Source Determination

III. Provide a detailed, sufficient explanation of the reasons, qualifications, proprietary rights or unique capabilities of the prospective contractor that makes the prospective contractor the one source capable of providing the required professional service, service, construction or item(s) of tangible personal property. (Please do not state the source is the "best" source or the "least costly" source. Those factors do not justify a "sole source.")

Placer.ai is a proprietary software development kit. The product features are available exclusively on the Placer platform, Placer API and Placer data feeds.

IV. Provide a detailed, sufficient explanation of how the professional service, service, construction or item(s) of tangible personal property is/are unique and how this uniqueness is substantially related to the intended purpose of the contract.

Software provides data generated from over 20 million monthly average users and this data is used to develop statistically significant insights into any physical place.

V. Explain why other similar professional services, services, construction or item(s) of tangible personal property cannot meet the intended purpose of the contract.

The software is proprietary to Placer.ai and no other similar product exists.

VI. Provide a narrative of the due diligence used in determining the basis for the procurement, including a review of available sources and include Include a list of businesses contacted (do not state that no other businesses were contacted), date of contact, method of contact (telephone, mail, e-mail, other), and documentation demonstrating an explanation of why those businesses could not or would not, under any circumstances, provide the goods or services; or an explanation of why the department has determined that no businesses other than the prospective contractor can provide the goods or services requested.

The City needs this software to collect data for the purposes of gathering data for grant writing as well as economic development strategies. We searched for other companies that provide similar software but were unable to locate any that have the all the features we needed. The City feels this software procurement is in the best interest of the City of Carlsbad, since this software is proprietary, they were selected for this procurement.

Certified by:

D~DL~

APPROVED: Date:

'»1~ Chief Procure t Officer

Authority to Proceed

1) the signature of the CPO on this form certifies the sole source has been posted for thirty (30) calendar days and has received no challenges;

2) the sole source is granted as of the date of signature by the State Purchasing Agent; and

3) the signature of the CPO on this form is the final signature required for this sole source procurement.

~ Placer.ai

Angie Barrios-Testa

Director of Grant Programs

City of Carlsbad, New Mexico

101 N, Halagueno

Carlsbad, NM 88220

December 30, 2024

Mrs. Barrios-Testa, This letter confirms that Placer.ai provides our customers with aggregated location data combined with market insights, a user-friendly interface, and customer support. To our knowledge, the following company and product features are available exclusively on the Placer platform, Placer API, and Placer data feeds.

Distinguishing Company Features

1. Proprietary panel, software development kit, and application partners provide data generated from over 20 million monthly average users from which we collect our data to develop statistically significant insights into any physical place.

2. Proprietary AI and machine learning account for panel biases and normalize data changes to technology and application sources. Our location collection logic governs the location collection sampling patterns and frequency to optimize accuracy.

3. Machine learning provides estimations on physical market activity across the U.S.

4. Historic and near real-time data from January 1, 2017 through within four days of the present day.

Note: Placer data is proprietary, and our team of over one hundred engineers is constantly improving and validating the accuracy of the location data and the market insights we provide.

Client Base and Partners

Placer's diverse client base includes over 4,600 leading commercial real estate, brokerage, retail, finance, and consumer packaged goods companies, and more than 1 ,460 civic clients including state and local governments, economic development organizations, universities, airports, and destination marketing organizations.

Privacy by Design Placer is a privacy-first company. The data we receive from mobile application data providers is stripped of identifiers such as names, device IDs, and contact information before it is shared with us. We intentionally built our business with underlying technology that doesn't rely on personally identifiable information. Visit our Trust

Center https://www.placer.ai/company/trust-center/ for details.

e Placer.ai

Placer's User Experience

User-Friendly Web Based Application Every user is able to access Placer data, generate insights, and export reports without the need for technical skills beyond what is used for a typical web browser or mapping application.

Marketplace Applications, Integrations, and Services Third party data, applications, and service providers enhance data with powerful insights about any location.

1. Applications to reveal demographics, psychographies, spend habits, and social/web preferences.

2. Integrations for data feed, storage, and analysis.

3. Partner Service Providers assist clients to operationalize data as part of business development efforts.

Custom Reports

1. A collection of custom reports is available to all users, and generated on demand. Some of the more popular reports for Civic clients include Retail Leakage, Pedestrian Heat Maps, Trip Origination by

Market, Store Opening and Closing Impact, and Event Impact on Property.

2. Automated Monthly Reports deliver metrics about any POl.

3. Unlimited exports. Unlimited exports to PDF, CSV, JPEG, SHP and KMZ in Excel, KML, Tableau, Slides, pdf and other formats for integrations, sharing, and use in business efforts.

4. API and Data Feed are available for an additional fee in addition to access to the Placer Platform.

Customer Support

1. Customer Support

Every client can be partnered with a Customer Success Manager (CSM) to receive training and strategic support for specific projects and business needs. CSMs help clients produce reports, advise on best practices, and make introductions to Solutions Engineers for more complex project needs.

2. Solution Engineers Clients can work with Solution Engineers to explore trends, reveal insights, and build custom solutions to solve complex business needs. Our engineers can work independently to produce slide presentations that clients can then use for their internal presentations with their team, council, board, and stakeholders.

For any additional questions please contact:

lan Ross Head of Civic ian.ross@placer.ai

Sincerely, Vernell Wisdom

Head of Contract Management

Placer Labs, Inc.

~ Placer.ai

Placer's Product Features

1. Data for Visitors, Residents, Employees, and Passersby to any location in the United States.

a. Visitor metrics including unique visitors, frequency of visits, dwell time.

b. "True Trade Area" reveals home and work location for visitors to any POl.

c. Daily visits, hourly visits, length of stay.

2. Unlimited Points of Interest

a. Location data for every city, county, district, neighborhood, park, open space, campus, corridor, building, shopping center, public or private property, parking area, vacant land etc.

b. Location data for streets, roads, highways, transit locations, trails etc.

c. 'POl on the fly': Users may access, create, and save unlimited Points of Interest (POls).

d. Millions of points of interest currently accessible to all users.

3. Visitor Journey

a. Visitor origin markets by city, state, zip code and census block.

b. Prior and Post locations for visitors to any POl.

c. Top visited national chains for visitors to any location.

d. Top visited local points of interest for visitors to any location.

e. Home zipcodes for visitors to any location

f. Cross visitation among POls.

4. Visitor Demographics and Customer Segmentation.

a. Demographics for visitors to any location.

b. Psychographic data for visitors to any location: behaviors, interests etc.

c. Spend habits: favorite brands, consumer expenditures, etc.

d. Social media habits: Web preferences, brand affinity, hashtags etc.

5. Property Information

a. Size, ownership, tax history.

6. Sales Information

a. Retail Sales currently available for grocery and select retail categories.

b. Sales forecasting performed with visitation and historic sales records.

7. Area Analysis

a. Traffic volume along every street, by direction and time of day.

b. Planned Development: pipeline of development projects in planning, construction and completed.

c. Event data: Visitation numbers for events including but not limited to expositions, festivals, concerts, community events, sports, conferences, performing arts etc.

d. Event attendee visits to nearby properties.

8. Migration data reveals change to population trends for any Zip Code, County, State, including change to population, change to income levels etc. Top migration origins and destinations.

9. COVID Recovery: Visitation trends for retail and tourism for every city, county, state for present day benchmarked against a similar period in 2019.

10. Void Analysis: reveal best fit retailer, hotel, or other development type for any location.

11. Site Selection: reveal best locations for desired retail chains.

12. Heat Maps reveal pedestrian activity movement and gathering.

0 Placer.ai

PLACER LABS INC.

ORDER FORM

City of Carlsbad, NM ("Customer") Placer Labs Inc. ("Placer")

Address: 101 N, Halagueno Address: 440 N Barranca Ave., #1277 Carlsbad, NM 88220 Covina, CA 91723

Contact Person Chris Van Ribbink

Contact Person: Angelica Barrios Billing Contact Person: Jason Tsui

Email: abtesta@cityofcarlsbadnm.co Billing Email*: billing@placer.ai m

Phone: (575) 885-6776 Billing Phone*: 415-228-2444 ext 806

Billing Contact Email: *Not for use for official notices.

1 Services and Fees.

The services provided under this Order Form (the "Services") include:

Services Description Services Description Detail

Platform Access Section 2

Void Analysis Section 2

Visitor Spend Section 2

Total Annual Fee- Year 1 $28,000.00 All Fees in this Order Form are shown in US Dollar (USD)

2. Services Description.

Placer Venue Analytics Platform

• Access to Placer's location analytics platform (the "Placer Platform"). Access to Placer XTRA reports,subject to Scoping and Additional Usage Limitations in Section 3.

Visitor Spend Access to the Travel and Tourism In-Market Visitor Spend Advanced Report.

Void Analysis Access to the Void Analysis tool.

3. Permitted Uses and Limitations.

Permitted Uses:

CON-039585

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.

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 ("AI") technologies, models, software, platforms or tools including, without limitation, ChatGPT, Bard and similar AI technologies. None of the Placer Data, or any part thereof, may be shared externally with any third-party AI technology service providers unless the third-party AI service providers are contractually prohibited from: (i) using the Placer Data to develop or improve the AI 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.

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 the last signature date set forth below (the "Effective Date"), 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 twenty (20) days prior to the expiration of the then-current term.

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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

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 defmed 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 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.

s. Invoicing, Payment Terms, and J<'ee Increases.

Invoicing and Payment Terms:

Placer will invoice Customer as follows for the Annually (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 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 support@placer.ai.

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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.

• 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.

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.

• Except as specifically provided otherwise in this Order Form, Annual Fees for any Additional Term shall be subject to an increase up to the greater of eight percent (8%) or CPI, unless Placer provides notice of different pricing at least thirty (30) days prior to the applicable Additional Term. Any such increase in Annual Fees will only be effective upon commencement of the Additional Term.

6. Support.

Premier Customer Support

• Regular Meetings with Placer's Customer Success Team

• Live, Virtual Training 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

-· . For such Customer shall contact '""'"rortli'llnl

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or fmancial 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.

CON-039585

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

s. Miscellaneous.

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 New Mexico 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.

• 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 New Mexico without regard to its conflict oflaws 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.

Trial Offering. If Placer provides Customer with additional Services or Placer Data during the Term and identifies such Services or Placer Data as for evaluation or trial purposes only (a "Trial Offering"), access to the Trial Offering is permitted only during the period designated by Placer (or if not designated, 30 days from receipt of access) ("Trial Subscription Term"), unless the Trial Offering is earlier terminated as provided below. During the Trial Subscription Term, Customer may only use the Trial Offering for internal evaluation purposes and may not otherwise use or distribute the Trial Offering for any other purposes. Notwithstanding any provision included in this Order Form or the Agreement to the contrary, in respect of the Trial Offering Customer acknowledges and agrees that: (i) either party may terminate the Trial Subscription Term immediately and without liability upon written notice to the other party; (ii) any Trial Offering is provided "as is"; (iii) Placer provides no warranty, service levels or indemnity for any Trial Offering and (iv) Placer's liability related to any Trial Offering will not exceed USD $100. Notwithstanding the foregoing, the Services and Placer Data provided in this Order Form is not considered a Trial Offering.

Promotional Use. Customer grants Placer the right to use Customer's company name and company logo, for Placer's promotional purposes.

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"); 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.

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Placer Confidential Information All rights reserved. This docwnent 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.

"Customer" "Placer"

By: By:

Name: Name:

Title: Title:

Date: Date: