CM-2024-133 - 4/26/2024 DocuSign Envelope ID:E4E6AF72-F3EF-49EC-99DJ-64878D997244
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ORDER FORM FOR JUST WALK OUT SERVICES
This Order Form No. 1 for Just Walk Out Services (the "Order Form No. 1") is effective as of the later date of signature below (the
"Order Form Effective Date")and made a part of the Amazon Physical Stores Technology Services Agreement between Amazon.com
Services LLC("Amazon") and City of Round Rock ("Customer"), with an effective date of September 18, 2023 (the"Agreement").AH
capitalized terms not defined in this Order Form No. 1 have the respective meanings set forth in the Agreement.To the extent that
the terms of this Order Form No. 1 conflict with any of the terms of the Agreement or any applicable Service Terms,this Order Form
No. 1 supersedes the Agreement or the applicable Service Terms solely to the extent that this Order Form No. 1 expressly references
the provision of the Agreement or Service Terms that it is intended to supersede.
Agreed as of the Order Form No. 1 Effective Date.
CITY OF ROUND ROCK AM,AZON.COM SERVICES LLC
DocuSigned by: DaeuSigned by:
By. By• tnbl
GE6 w3d6-
Name: Laurie Hadley Name: Anthony Leggett
Title: City Manager Title: Authorized Representative
Date: April 25 2024 Date: May 2„ 2024
Bill To Bill to:
City of Round Rock.
2.21 E Main Street
Round Rock,TX 78681
Mailing:
Round Rock Sports Center
2400 Chisholm Trail
Round Rock,TX 78681
Email:esanders@roundrocktexas.gov
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1. Term:The Initial Term for this Location(s)in this Order Form No. 1 starts on the Order Form Effective Date and continues for
an initial period of 60 months from the Launch Date (the "Initial Term"). The Initial Term will automatically renew for
successive, 12-month periods(the"Renewal Term") unless a party notifies the other of intent not to renew at least ninety
(90)days prior to the then scheduled expiration date(collectively,the"Term").
2. Locations,Fees*,and Dates:
Location: Round Rock Sports Center,2400 Chisholm Trail,Round Rock,TX 78681
Handover Date December 18,2023
Expected Launch Date May 10,2024
Setup Fee $49,376
Labor Fee(estimated) $0***
Contingency Fee $0***
Transaction Fee $0 per Unit for each Unit transacted exceeding the Allotted Units in a Year***
Technology Fee $0 per month***
Connectivity Fee** $0 per month***
Allotted Units 0
Payment Processing Fee 0 per transaction***
*All Fees are exclusive of sales tax.
**The Connectivity Fee is an estimate(exclusive of all surcharges and taxes)that will be passed through in full to Customer in Amazon
is providing Connectivity at a Location. Customer will be responsible for paying the Connectivity Fee, including surcharges and taxes,
payable by Amazon to third-party providers related to this Order Form No. 1.
***Fees marked with a***will be contemplated in a separate Order Form executed by the parties.
3. Upfront Fees.The one-time feels)for the setup of the Services will be invoiced as follows:
• Setup Fee.The"Setup Fee"covers Amazon's provision of the Equipment necessary to operate the Services.Amazon will
invoice the Setup Fee in advance of the Expected Launch Date. Customer will pay the invoice ninety(90)days prior to
the Expected Launch Date for each Location,unless otherwise agreed to by Amazon.
• Labor Fee.The"Labor Fee"covers Amazon's installation of the Equipment at the Location in connection with Services.
Amazon will invoice the Labor Fee in advance of the Expected Launch Date. Customer will pay the invoice ninety(90)
days prior to the Expected Launch Date for each Location, unless otherwise agreed to by Amazon. The parties
acknowledge that the Labor Fee is an estimate only and Customer will pay any additional costs up to the Contingency
Fee if Amazon's costs of installing the Equipment exceed the amount of the Labor Fee.
• Contingency Fee The"Contingency Fee"is the fee Customer will pay if Amazon's costs of labor to install the Equipment
exceed the amount of the Labor Fee.
4. The ongoing monthly fee(s)for the Services areas follows:
• Transaction Fee.The"Transaction Fee"is the per Unit fee payable by Customer in the event that more than the Allotted
Units are sold during the twelve months following the Launch Date. If Customer exceeds the Allotted Units in a given
Year,Amazon will charge the Customer the Transaction Fee per Unit monthly in arrears for each Unit sold in excess of
the Allotted Units. In the event that the amount of Units sold during a year does not reach the Allotted Units, the
difference between the Units sold and the Allotted Units will be added to the Allotted Units for the next Year.Allotted
Units will expire at the end of the Term,and Amazon will not rollover or reimburse the Customer for any unused Allotted
Units.
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Technology Fee.The"Technology Fee"covers Amazon's provision of 1WO Services at the Location(s)in this Order Form
No. 1 and includes the sale of Units up to the Allotted Units.Customer will pay the Technology Fee monthly in arrears,
starting from the end of the first month following the Launch Date.
• Connectivity Fee.The "Connectivity Fee" covers Amazon's provision of connectivity at each Location(s) in this Order
Form No. 1. If Amazon provides connectivity at the Location.Customer will pay the Connectivity Fee monthly in arrears
from the time that Amazon starts incurring costs from the third-party connectivity provider.
5. Terms Applicable to Amazon Payment Facilitator Services.The following terms only apply to transactions at a Location that
are processed using Amazon Payments,Inc.as a payment processing agent.
a. Payment Processing Fee*.The"Payment Processing Fee"is charged per transaction and covers Amazon's services
as the payment processing agent. Payment Processing Fees are subject to change during the Term. Amazon will
notify Customer at least thirty(30)days in advance of a change in Payment Processing Fees, including the amount
and effective date of the new Payment Processing Fee. In the event of a refund of a sale, Amazon will repay the
Customer the variable(percentage of sale)component of the Payment Processing Fee only.
b. Remittance of Fees. Amazon will deduct the monthly Fees from amounts remittable to the Customer for each
transaction and will distribute the remaining amounts to Customer within seven (7)business days of a transaction
being processed.Notwithstanding any termination of the Agreement,the Customer remains responsible for all Fees,
including Contingency Fees,incurred through to the date of termination of the Agreement.
6. Invoicing.Unless stated in this Order Form No.1 or otherwise agreed in writing between the parties,the Customer must pay
each valid and proper invoice within thirty(30)days of the date on which the Customer receives it.
7. Change Orders.If Customer is required to use union or other specialized labor that results in an increase to the Labor Fee or
if Customer requests other changes that result in a change to Amazon's costs or the Fees above after the parties enter into
this Order Form No. 1,Amazon will issue a change order in such form as chosen by Amazon,and Customer will pay in full any
additional fees provided in the change order,including those fees in excess of the Contingency Fee.
8. Indirect Taxes.All listed Fees are exclusive of Indirect Taxes. Customer will confirm its exemption status as stated below. If
Customer is exempt,it will provide a properly completed exemption certificate or a direct payment permit certificate within
30 days of executing this Order Form No.1 for which Amazon may claim an available exemption from Indirect Tax.If exempt
status is not confirmed and an exemption certificate is not provided, then Amazon will charge and Customer will pay
applicable Indirect Taxes.
Customer is tax exempk
Yes X
No
9. Setup Fee.The parties agree and acknowledge that Customer has requested to document the Setup Fees in an Order Form
that is separate from all other Fees. Accordingly,the aggregate of the Fees owed by Customer forth in Section 2 above will
be addressed in two Order Forms:Order Form No. 1.will set forth the value of the Setup Fee and Order Form No. 2 will set
forth the Labor Fee,Contingency Fee,Transaction Fee,Technology Fee,Connectivity Fee,and Payment Processing Fee.The
Customer agrees and acknowledges that its failure to fulfill its obligations under either Order Form No. 1 or Order Form No.
2 will constitute a breach of both Order Forms.
10. Customer Connectivity Terms.
a. BYO WAN Requirements.
L If Customer provides its own bandwidth and WAN Circuits ("Customer Provided WAN") to the Location
rather than using Amazon provided WAN, Customer agrees that the Customer Provided WAN will comply
with the Bring Your Own WAN Customer Requirements provided by Amazon to Customer, as well as any
additional requirements provided in writing by Amazon(together,the"BYO WAN Requirements").Amazon
may,in its sole discretion, revise the BYO WAN Requirements at any time.Any revisions to the BYO WAN
Requirements will be effective upon Amazon furnishing a copy of the revised BYO WAN Requirements to
Customer.Customer acknowledges that if it is not in compliance with the BYO WAN Requirements or any
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revisions thereto,the Services may not function as intended and agrees that if,any time it does not meet
the BYO WAN Requirements attached hereto,or upon changes to the BYO WAN Requirements,within(30)
days of the effective date any of such changes,Amazon will not be liable under the Agreement for: (i)any
breach of contract related to Customer's failure to implement the BYO WAN Requirements; (ii)any claim
for indemnification related to Customer's failure to implement the BYO WAN Requirements; or (iii) any
Service Credits due to Customer as a result of Customer's failure to implement the BYO WAN Requirements,
provided that Amazon may,in its sole discretion:
1. provide additional time for the Customer to meet the BYO WAN Requirements;or
2. revise the BYO WAN Requirements to a mutually agreed upon technical scope in which case the
Customer will be responsible for all costs and fees incurred by Amazon as a result of delay or
increased scope due to the Customer not meeting the BYO WAN Requirements.
ii. Notwithstanding any breach of Customers obligations in Section (i) above, Amazon may immediately
suspend the Services if Amazon determines,in its sole discretion,that Customers non-compliance with the
BYO WAN Requirements presents an immediate security threat to the Services.
b. Service Level Agreements. Customer agrees that Service Commitment provided in the JWOS Service Level
Agreement does not apply to any unavailability,suspension or termination of the 1WO Services,or any other Services
performance issues related to the Customer Provided WAN and that no Service Credits will be due to Customer in
the event of Downtime caused in whole or in part by the Customer Provided WAN.
c. Connectivity Fee. If Amazon provides connectivity at any time during the term of this Order Form No. 1,Customer
will pay the Connectivity Fee provided in the Order Form No.1.Amazon will stop charging the Connectivity Fee upon
Customer's confirmed adoption of Customer Provided WAN.
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Certificate Of Completion
Envelope Id:E4E6AF72F3EF49EC99DO64878D897244 Status:Completed
Subject:Complete with DocuSign:Order Form for Just Walk Out Services
Document Type:
Legal VP:
Bulk Send:
Source Envelope:
Document Pages:4 Signatures:2 Envelope Originator:
Certificate Pages:2 Initials:0 Elaine Buehler
AutoNav:Enabled ATTN:Legal Department
Envelopeld Stamping:Enabled PO BOX 81226
Time Zone:(UTC-08:00)Pacific Time(US&Canada) Seattle,WA 98108
ebuehler@amazon.com
IP Address:205.251.233.48
Record Tracking
Status:Original Holder.Elaine Buehler Location:DocuSign
24-Apr-2024109:03 ebuehler@amazon.com
Signer Events Signature Timestamp
sq�a6y:Laurie HadleySent:25-Apr-2024108:10
Ihadley@roundrocktexas.gov E�D_
o Resent:25-Apr-2024110:25
City Manager 282WDECF14AI Viewed:25-Apr-2024 110:29
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AnthonyLeggett [0�1119-d by: Sent:25-
y ggApr-2024110:30
leggetta@amazon.com � �^dd " Resent:02-May-2024112:23
Head of Government Sales azwsaaee D"IF.. Viewed:02-May-2024112:39
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