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Contract - Amazon.Com Services, LLC - 5/9/2024 City of Round Rock Purchasing ROUND ROCK t t rn, Justification Form Date: 05/02/2024 Department SMT Name: To: Purchasing Requestor Evan Sanders Name: Phone 512-341-3352 Number: Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional information as needed to support the exemption request. The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to be exempt for this procurement. This Justification Form is executed and filed with the Purchasing Division as follows: 1. The undersigned is authorized and certifies that the following exemption is applicable to this purchase. Please check the criteria listed below that applies to this purchase request: 8 Sole Source (check one) ii Items that are available from only one source because of patents, copyrights, secret process, or natural monopolies. ❑Films, manuscripts, or books. ❑Gas, water, and other utilities. ❑Captive replacement parts or components for equipment. ❑Books, papers, and other library materials for a public library that are available only from the persons holding the exclusive rights to the materials. ❑ Goods Purchased for Subsequent Retail Sale o A procurement of goods being purchased for subsequent resale by the City. ❑ Public Calamity o A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of a municipality. L7 Public Health and Safety o A procurement necessary to preserve or protect the public health or safety of the municipality's residents. ❑ Unforeseen Damage o A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. � - a0 -�,V lb 5 1IPage ❑ Personal, Professional or Planning Services o A procurement of personal, professional, or planning services ❑ Other o Cite the applicable Texas Local Govemment Code Chapter 252 exemption in the justification box below. 2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local Government Code is being submitted for this purchase. (Attach additional pages if needed) Just Walk Out technology can only be purchased through Amazon and can only operate with Amazon's proprietary equipment 3. Attach and submit the following documentation that supports this justification as applicable. • Vendor's proposal/quote. • If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter should be no older than 6 months old and signed by an authorized representative on company letterhead. 4. Because the above facts and supporting documentation the City of Round Rock exempts this procurement from LGC Chapter 252 and intends to contract with: Vendor Name: Amazon Business Description: Retail Store Technology 5. Check the purchase type and fill in the dollar amount and purchase term as applicable: F9 This is a one-time purchase request for$ 86,717.10 §R This is a term contract request for 60 (# months) in the amount of$ 162,240 ($2,704/mo) Purchasing Office/ 05/02/2024 Management Review: Purchaser/Purchasing Manag ment (over$50,000) Date Approved by: 05/02/2024 Departm t' AA s or, or Director Date 21 Page DocuSign Envelope ID:21E42CE2-259D-4EOD-9515446B5B7D674A CC SVC 00559755 2023 TR ORDER FORM FOR JUST WALK OUT SERVICES This Order Form No. 2 for Just Walk Out Services (the "Order Form No. 2") is effective as of the later date of signature below (the "Order Form Effective Date") and made a part of the Agreement governing the provision of Just Walk Out Services by Amazon.com Services LLC("Amazon")and City of Round Rock("Customer"),with an effective date of September 18, 2023(the"Agreement").All capitalized terms not defined in this Order Form have the respective meanings set forth in the Agreement. To the extent that the terms of this Order Form conflict with any of the terms of the Agreement or any applicable Service Terms,this Order Form supersedes the Agreement or the applicable Service Terms solely to the extent that this Order Form expressly references the provision of the Agreement or Service Terms that it is intended to supersede. Agreed as of the Order Form No.2 Effective Date. CITY OF ROUND ROCK AMAZON.COM SERVICES LLC DocuSlyned by: By: By: QJJ-,61A, ) � z ........I Name: C:�C{ Name: Ant ony Leggett Title: Title: Authorized Representative Date: '519 2 Date: may 2, 2024 Bill To Bill to: City of Round Rock 221 E Main Street Round Rock,TX 78681 Mailing: Round Rock Sports Center 2400 Chisholm Trail Round Rock,TX 78681 Email:esanders@roundrocktexas.gov AMAZON CONFIDENTIAL Page 1 of 10 DocuSign Envelope ID:21 E42CE2-259D-4EOD-9515446B5B7D674A CC SVC 00559755 2023 TR 1. Term:The Initial Term for this Location(s)in this Order Form No. 2 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 29,2023 Expected Launch Date May 10,2024 Setup Fee $0*** Labor Fee(estimated) $72,264.25 Contingency Fee $14,452.85 Transaction Fee $0.06 per Unit for each Unit transacted exceeding the Allotted Units in a Year Technology Fee $2,704 per month Connectivity Fee** $0 per month Allotted Units 150000 Payment Processing Fee $1.95%plus$0.10 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 if 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.2. *** Fees marked with a ***will be contemplated in a separate Order Form executed by the parties. 3. Upfront Fees.The one-time fee(s)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 are as 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. AMAZON CONFIDENTIAL Page 2 of 10 DocuSign Envelope ID:21E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR • Technology Fee.The"Technology Fee"covers Amazon's provision of JWO Services at the Location(s)in this Order Form No. 2 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. 2. 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 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. 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.The Customer will pay the Payment Processing Fee monthly in arrears,starting from the end of the first month following the Launch Date. 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.2 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 of the Fees above after the parties enter into this Order Form No.2,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.2 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 exempt: 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. i. 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 revisions thereto,the Services may not function as intended and agrees that if, any time it does not meet AMAZON CONFIDENTIAL Page 3 of 10 DocuSign Envelope ID:21 E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR 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 Customer's obligations in Section (i) above, Amazon may immediately suspend the Services if Amazon determines,in its sole discretion,that Customer's 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 J WO 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. 2,Customer will pay the Connectivity Fee provided in the Order Form No.2.Amazon will stop charging the Connectivity Fee upon Customer's confirmed adoption of Customer Provided WAN AMAZON CONFIDENTIAL Page 4 of 10 DocuSign Envelope ID:21E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR Appendix A—Construction and Fixture Layout Plan � -- EI%NNE SCIE➢IIIE 6VM60Lfi LEf£N� IMT6,LE I Li Q r�,oru ® •mmc,rci fY r� __ FI%iU11E OPIION39CHEOJLE � �� �- EUU MEHt SCHEDULE m KEYtlQIE6 Y �.rvawmnvL wwa.«EETa�.uw NOT FOR CONSTRUCTION OR PERMIT AMAZON CONFIDENTIAL Page 5 of 10 DocuSign Envelope ID:21 E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR Appendix B—Bill of Materials Product Description WHID Quantity Fixtures COTS+Gondola(36x19x54) 3 1WO Compatible(48x19x60) 4 HEATED SELF-SERVICE CASE-36"W(Structural Concepts VO) 1 FREEZER-SELF-CONTAINED-27"W(TRUE AOSv2) 1 REFRIGERATOR-SELF-CONTAINED-CLOSED-FRONT-54"W (TRUE AOSv2) 2 REFRIGERATOR-SELF-CONTAINED-CLOSED-FRONT-81"W (TRUE AOSv2) 1 REFRIGERATOR-SELF-CONTAINED-OPEN-FRONT-50"W- BLACK(Turbo Air ASOv2) 1 BEVERAGE DISPENSER-AUTOMATIC COFFEE URN (Curtis VO) - 1 BEVERAGE DISPENSER-FROZEN BEVERAGE FREEZER(Spaceman VO) 2 UPRIG HT,54H,EXTRA SLOT FOR DECK-(CDD1801) F111177 4 NUMBER EXTRUSION 54H, 2 SIDES-(DAB7862) F111180 6 BASE BRKT,I9D,LOW BASE,V HOOK-(CDD1741) F111181 6 CLOSED BASE FRONT,36W, LOW BASE-(CBF3LB) F111182 3 Standard Madix Base Deck, 36"W x 19" with Perforations(SLB482) F111239 3 COMBO TOP RAIL,SINGLE BACK,36W-(CDD2051) F111186 2 SLIM CENTER RAIL,SINGLE BACK,36W-(CDD1891) F111187 2 BACK RETAINER,LOWER,SINGLE,48L-(CDD2021) F111189 4 BACK,LOWER,36W,48H,PAINTED 2 SIDES-(DBA7561) F111190 2 WIREGRID TOPPER PANEL,36W,8H -(WGB3992) F111192 2 WIREGRID END PANEL,19D,62H,LWR STAB CONN -(WGB4071) F111193 6 TOP CAP CHANNEL,36W,CENTER-(HMB2601) F111197 2 UPRIGHT END TRIM,54H,SUET STYLE,WITH EXTENDED TOP FLANGE-(CDD3212) F111222 4 BASE BRKT END TRIM,I9D,SQUARE NOSE, LH -(CDD1971LH) F111879 3 BASE BRKT END TRIM,I9D,SQUARE NOSE, RH -(CDD1971RH) F111880 3 MULTI PURPOSE ANCHOR,07L,7/16HOLES-(DC1248) F111203 10 UPRIGHT WALL BRACKET,SLOT MOUNT,END-(UWMBE) F111205 4 WRGRD END PNL W/TUBE FRME,19D,60H,1.5X1.5 GRID,MITRE CRNER,STAB CONNECTOR, PACK 1 F111893 4 Grid Clip F111227 18 TOP RAIL,SINGLE BACK,48W,COMBO,PROV FOR RACEWAY F111836 2 BASE BRKT,I9D,LOW BASE,SPRINGLOCKING F111803 6 CLOSED BASE FRONT,48W,LOW BASE F111839 4 S STYLE DECK,48W,19D,NO MOLDING (48" black base deck) F111840 4 SPLICER/BOTTOM RAIL,48W,SINGLE BACK,RACEWAY EXTRUSION LOCATOR CLIPS F111841 2 NUMBER EXTRUSION,84H,BLACK NUMBERS 1-75 BOTH SIDES,FOR HD UPRITE SIDE RAIL,REV2 F111842 8 MULTI PURPOSE ANCHOR,07L,7/16HOLES F111203 6 BASE ENDTRIM,I9D,LB,LH,SQ NOSE,ELEC KNOCKOUT,ATTCH TO WGEP,FOR COTS&STD GOND F111810 2 BASE ENDTRIM,I9D,LB,RH,SQ NOSE,ELEC KNOCKOUT,ATTCH TO WGEP,FOR COTS&STD GOND F111811 2 DROP-IN SHELF,48W,19D,NO MOLDING (48" black non-tech shelf) F111843 16 AMAZON CONFIDENTIAL Page 6 of 10 DocuSign Envelope ID.21E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR BACK,LOWER,45 23/32W,53 5/16H,MARTECK,PAINTED 2 SIDES,LOWER,FOR RETAINER SYSTEM F111844 2 BACK RETAINER,LOWER,SINGLE,53 3/8L,FOR DBA756_BACK MATERIAL F111808 4 UPRITE END TRIM,60H F111817 2 UPRITE,60H,06 OR LOW BASE F111815 3 D11222 48" Front retainer for AOS Ambient shelves 2 20 Non-Tech Shelf(36x19) F111229 9 D11222 Front retainer for 36"Ambient shelves 3 12 D11192 WiSA 1 7 D11192 WiSA Buffer Quantities 1 1 WiSA mounting brackets(Horizontal) F111231 7 60" USB raceway assembly for 84" Gondola F111257 4 54" USB raceway assembly for 54" Gondola F111235 3 D11205 AOS-120 1120kg Bezoar Assembly(Pucks) 4 42 D11195 AOH Bar 36" Bracket 6 3 AOH Bar 48" Bracket F111253 4 AOS Platform 36x19(Dark Matte Gray-AOSvl Compatible ONLY) F111448 12 A11161 AOS Platform 48x19(Black-AOSvl and AOSv2 Compatible) 4 20 15"x6" Fence(2 per 36"AOS platform) F111732 34 21"x6" Fence(2 per 48"AOS platform ) F111733 40 D11231 AOH Wire Hook(.212 X 121N) 8 56 Inventory Control Clips(Required with all AOH wire hooks 1:1 ratio) F111488 56 Gates D11640 Iron Lotus(Tap) 8AF 2 D11625 MSS-AUTHENTICATION-ADA 7 1 D11625 MSS-AUTHENTICATION-NON-ADA 9 1 D11625 MSS-NON-AUTH-ADA 8 1 D11626 MSS-NON-AUTH-NON-ADA 0 1 D11637 Iron Lotus Wisepad 6 2 D11637 Iron Lotus U Channel 10 in Kit 2 2 Narrow Barrier for Iron Lotus ADA F111903 1 Narrow Barrier for Iron Lotus NON ADA F111904 1 D11630 RS485 Termination kit 8 4 AMAZON CONFIDENTIAL Page 7 of 10 DocuSign Envelope ID:21 E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR Amazon Gate Decals 4 D11200 Delta Power Supply(For Gates) 6 2 D11637 Catalina DV PCBA 0 1 A11170 Catalina Strain Relief Kit 4AG 1 A11175 Wisepad v2 Cradle 4AG 2 Receipt Kiosks D11211 FOR ENS FLOOR SOLUTION WHITE PEDESTAL STAND(FLOOR) 6 1 D11211 FOR ENS FLOOR SOLUTION WHITE BASE PLATE(FLOOR) 5 1 D11211 COUNTERSUNK SLEEVE ANCHOR 3/8 DIA 4 LG ZINC STEEL(FLOOR) 4AA 4 D11211 HP Kiosk Monitor(Floor Mount) -(PROVISIONED DEVICE-CUT INTAKE REQUEST TO TRB) 7 1 MDF Vertical Wall Mount(VMM)A Cabinet D11646 _ 9AG 1 D11646 Vertical Wall Mount(VMM) B Cabinet 8AG 1 Smart PDU 8-ports, 120V 3AA 3AA 1 APC 3kva UPS D11641 7 2 H11110 JWOS Key Lock Box(key storage for MDF and EnEx Gates) 9 1 Cameras D11196 Gen 3 Cameras 0 103 Networking Gear D11636 SBS-Swift Base Station 4AG 3 Swift Base Station brackets F111912 6 N11111 2 Commodity Wirelesss Access Point(AP) -Black 9 N11113 Blackfoot Copper Connections 3 16 N11120 Dual Rate-SFP+transceiver module-GigE, 10 GigE 7 3 N11117 3 1 G WAN connection 3 N11120 Dual Rate-SFP+transceiver module-GigE, 10 GigE 7 3 N11118 4 10G Switch Connections(FTLX8574D3BCL) 6 A11166 USB Hub 7 2 AMAZON CONFIDENTIAL Page 8 of 10 DocuSign Envelope ID:21 E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR A11166 FT-USB-RS232-RJ45 6AG 8 A11173 4 10 Ft USB to RJ45 Cable 7AG N11125 11 AS4564-26P 24x1G PoE+2x10G SFP(RNS) 2 N11114 2 Baby Blackfoot NA362 Router(Includes wall mount) 0 N11110 Cellular Modem 7 1 N11122 Router Gateway Modem Hotspot Mobile Cell Phone Signal Booster 6 1 N11123 AT&T SIM Card 5 1 N11125 Cold Verizon SIM Card 8AA 1 N11126 T-Mobile SIM Card 8AA 1 ECA Equipment A11158 38 ECA 5 A11162 38 ECA mounting bracket 8 TL Items D11207 TC57 Handheld Device(PROVISIONED DEVICE-CUT INTAKE REQUEST TO TRB) 3 4 TC56 Charger Cradle(4-slot) L111394 1 D11106 Mobile.Charger CORD SET18AWG SVT 3COND 7.5FT 0 1 A11104 Smallwares I Gray Tote Large 0 1 A11128 Steel Deluxe Hooked Weight,500g 4 2 Plastic Stopper for Aruba Markers F111488 36 D11231 .212 x 12 Uniscan hook 8 36 F111936 Replacement core for MDF AG 2 A11132 Row Rack Labels 9 1 A11137 Cardboard Boxes for Calibration 3 2 H11111 Work Table 5 1 Chairs(Set of 4) 5111076 1 A11165 Aruco Markers-PVC Image#36-199 8 1 A11138 Aruco Markers-PVC I Kit of 18 units-images#17-35 3 1 A11108 Aruco Markers-PVC I Kit of 18 units-Image#0-17 3 1 AMAZON CONFIDENTIAL Page 9 of 10 DocuSign Envelope ID:21E42CE2-259D-4EOD-9515-446B5B7D674A CC SVC 00559755 2023 TR A11105 Aruco-Cardstock(Set of 200) 6 1 D11225 Aruba Markers,29 Series.Set of 18 PVC 8 1 A11165 Aruba Markers-PVC#18-199 9 1 10" MAGNETIC BASE DIVIDER 1.5"(Clear Shelf Divider) F111907 10 A11166 AOH Calibration Accessory 5 16 AMAZON CONFIDENTIAL Page 10 of 10