R-2025-183 - 7/24/2025 RESOLUTION NO. R-2025-183
WHEREAS, the City of Round Rock ("City") desires to purchase technology for Amazon Just
Walk Out Services at the Round Rock Sports Center; and
WHEREAS, the City is a member of the OMNIA Cooperative Purchasing Program ("OMNIA
Cooperative");.and
WHEREAS, Amazon.Com Services LLC is an approved vendor of the OMNIA Cooperative;
and
WHEREAS, the City desires to purchase Just Walk Out Services for the Round Rock Sports
Center from Amazon.Com Services LLC through OMNIA Cooperative Contract No. 2025004494,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an Order
Form with Amazon.Com Services LLC, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 24th day of July, 2025.
COR , Mayor
City of Round ck, Texas
AT BEST:
l
ANN FRANKLIN, City Clerk
0112.20252;4900-2372-8981
EXHIBIT
„A„
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ORDER FORM FOR JUST WALKOUT SERVICES
This Order Form for Just Walk Out Services(the "Order Form") 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 The Regents of the University of California on behalf of the University of California San Diego with an effective date
of February 21,2025(the "Agreement") that was entered into as the result of a competitive process with University of California San
Diego,the administering agent on behalf of OMNIA Partners, Public Sector,Inc. ("OMNIA"), identified as Contract #2025004494.In
accordance with the terms of the Master Intergovernmental Cooperative Purchasing Agreement Customer executed with OMNIA,
Customer may procure the Services through OMNIA in accordance with the terms and conditions of the Agreement.
All capitalized terms not defined in this Order Form have the respective meanings set forth in the Agreement.To the extent t hat the
terms of this Order Form conflict with any of the terms of the Agreementor 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
Agreed as of the Order Form Effective Date.
CITY OF ROUND ROCK ("CUSTOMER") AMAZON.COM SERVICES LLC
By: By:
Name: Name:
Title: Title:
Authorized Signatory
Date: Date:
Bill To 221 East Main Street
Round Rock,TX 78664
esanders(@ roundrocktexas.eov
OMNIA Member ID:4035182
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1. Term:The Initial Term for this Location(s) in this Order Form 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 renewfor successive,
12-month periods(the"Renewal Term") unless a party notifies the other of intent not to renewat least ninety(90)days prior
to the then scheduled expiration date(collectively,the"Term").
2. Locations, Fees*,and Dates:
Location: Round Rock Sports Center-Concessions 205
Handover Date December 1,2025
Expected Launch Date February 1,2026
Setup Fee $49,387
Labor Fee(estimated) $0
Contingency Fee $0
Transaction Fee $0.08 per Unit for each Unit transacted exceeding the Allotted Units in a Year
Technology Fee $2,113.25 per month
Connectivity Fee** $0 per month
Allotted Units 0 per year
Payment Processing Fee 1.95%+$0.10 cents 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.
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"coversAmazon'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
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Units. "Unit" means each individual item sold using the Services and"Allotted Units" means the amount of Units set out
in this Order Form that are covered by the Technology Fee.
• Technology Fee.The 'Technology Fee"covers Amazon's provision of Services at the Location(s) in this Order Form 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. 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.
S. 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 coversAmazon'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 anytermination 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 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,following execution of this Order Form,Customer is required to use union or other specialized labor that
results in an increase to the Labor Fee or if Customer requests any other changes that result in any change to Amazon's costs,
the Fees,or the Location(s) specified in Section 2 above,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 executingthis Order Form 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. 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 byAmazon (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
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 underthe Agreement for:(i) any
breach of contract related to Customer's failure to implement the BYO WAN Requirements; (ii) any claim
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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 theJWO 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 anytime during the term of this Order Form,Customer will pay
the Connectivity Fee provided in the Order Form.Amazon will stop charging the Connectivity Fee upon Customer's
confirmed adoption of Customer Provided WAN.
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Appendix A—Trackable Area Plan
[PARTIES TO INSERT]
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Appendix B—Bill of Materials
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