the texas department of transportation (department) issued...

TEXAS TRANSPORTATION COMMISSION

ALL Counties MINUTE ORDER of I

ALL Districts

The Texas Department of Transportation (department) issued Purchase Order601 00000000000000000000000 1768 on July 13, 2013 (purchase order), through acompetitive solicitation under the authority provided by Chapter 2155, Government Code, forprovision of toll operations and customer service center operator services. Services includetransaction processing. management of TxTAG customer accounts, violation and enforcementcollections, call center operations, courtesy patrol and customer service center facilitymaintenance. A copy of the purchase order is attached as Exhibit A. The purchase order wasamended by Purchase Order Change Notice Revision #19 dated December 1, 2016, as shownon the attached Exhibit B.

The department proposes to amend the purchase order to allow the department toincrease quantities needed for toll operations and customer center operator services. Theamendment would increase the total consideration to be paid under the purchase order from$119,026,884.30 to $174,478,345.04, an increase of more than 10 percent over the initialamount of the purchase order. A copy of the amendment is attached as Exhibit B.

Subsection (b), Section 2 155.088, Government Code requires that the governing body ofa state agency, at a meeting, consider a material change to the contract for goods or servicesawarded under Chapter 2155, Government Code, and consider why that change is necessary.For the purposes of Subsection (b), an increase of at least 10 percent of the total amount paidunder a purchase order is a material change.

The commission, at a meeting, has considered the material change to the purchase orderthat would be made by the proposed amendment and has determined that change is acceptableand necessary.

IT IS THEREFORE ORDERED by the commission that the material change to thepurchase order proposed by the department and set out in Exhibit B to this minute order isapproved.

Recommended by:

Executive Director

Minute DateNumber Passed

Submitted and

Director, Procurement

EXHIBIT A

7,771,4871 SVC $1.00 $7,771,487.0095893514000TOLL OPERATION SERVICES.ADMINISTRATION ANDOPERATIONS

CSC IMPLEMENTATION BY PAYMENT MILESTONE PAYMENTMILESTONES: *PROGRAM PLANNING *CSC SYSTEM DESIGN*FACTORY ACCEPTANCE *PARELLEL OPERATIONS TESTREADINESS *CSC FACILITIES ESTABLISHED *OPERATIONS& FINANCIAL READINESS *OPERATIONS COMMENCEMENT*ACCEPTANCE ISSUED TOTAL CSC IMPLEMENTATION(SUMMARY) PRICE PRICING IS IN ACCORDANCE WITH THEVENDOR'S ORIGINAL RESPONSE TO THE P-2 TABLEINCLUDED IN THE SOLICITATION. EACH SVCU (SERVICEUNIT) IS PRICED AT $1.00. A SVCU IS A TXDOTINTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALLINVOICE AT THE PRICE(S) OFFERED FOR WORKAUTHORIZED UNDER THE AGREEMENT.

02 SVC $1.00 $0.0095893514000TOLL OPERATION SERVICES.ADMINISTRATION ANDOPERATIONS

CSC OPERATIONS - AVI TRANSACTION~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1TERM: MAY 20, 2013 THROUGH MAY 19, 2014~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLYPRICE BASED ON AVI TRANSACTIONS POSTED PER PAIDTOLL TRANSACTION. RANGE 1: LESS THAN OR EQUAL TO8,000,000 RANGE 2: 8,000,001 - 8,500,000 RANGE 3:8,500,001 - 9,000,000 RANGE 4: 9,000,001 -9,500,000 RANGE 5: 9,500,001 - 10,000,000 RANGE6: 10,000,001 -- 10,500,000 RANGE 7: GREATER THANOR EQUAL TO 10,500,001 PRICING IS IN ACCORDANCEWITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-3TABLE INCLUDED IN THE SOLICITATION. EACH SVCU(SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS ATXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDORSHALL INVOICE AT THE PRICE(S) OFFERED FOR WORKAUTHORIZED UNDER THE AGREEMENT.

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Contract ID: 601000000000000000000000001768Version: 20Bid Number:Contract Date: 07/15/2013Services >$25K

To:XEROX STATE & LOCAL SOLUTIONS,8260 WILLOW OAKS CORPORATE DR

USAFAIRFAX VA 22031-4513

VENDOR ID: 1131996647-

Agency To Invoice:See Specific Blanket Release

BUYER: 00000131626 - Jowers, Sandra

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Issuing Employee Signature Issuing Employee Title

Failure to Deliver: If the contractor fails to deliver these supplies by the promised delivery date or a reasonable time thereafter, without giving acceptable reasons for the delay, or if suppliesare rejected for failure to meet specifications, the State reserves the right to purchase specified supplies elsewhere, and charge the increase in price and cost of handling, if any, to thecontractor. No substitutions or cancellations permitted without prior approval of the State.

EXHIBIT B


CSC OPERATIONS - PAY BY MAIL TRANSACTION~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1TERM: MAY 20, 2013 THROUGH MAY 19, 2014~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLYPRICE BASED ON PAY BY MAIL TRANSACTIONS POSTED.RANGE 1: LESS THAN OR EQUAL TO 1,000,000 RANGE 2:1,000,001 - 1,500,000 RANGE 3: 1,500,001 -2,000,000 RANGE 4: 2,000,001 - 2,500,000 RANGE 5:GREATER THAT OR EQUAL TO 2,500,001 PRICING IS INACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TOTHE P-4 TABLE INCLUDED IN THE SOLICITATION. EACHSVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCUIS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FORWORK AUTHORIZED UNDER THE AGREEMENT.


CSC VIOLATION TRANSACTION (PRE-COLLECTION)~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1TERM: MAY 20, 2013 THROUGH MAY 19, 2014~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLYPRICE PER PAID TOLL TRANSACTION PRICING IS INACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TOTHE P-5 INVOICE AT THE PRICE(S) OFFERED FOR EACHSVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCUIS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FORWORK AUTHORIZED UNDER THE AGREEMENT.

93,8815 SVC $1.00 $93,880.9895893514000TOLL OPERATION SERVICES.ADMINISTRATION ANDOPERATIONS

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Contract ID: 601000000000000000000000001768Version: 20Bid Number: Contract Date: 07/15/2013Services >$25K

To:XEROX STATE & LOCAL SOLUTIONS,8260 WILLOW OAKS CORPORATE DR USAFAIRFAX VA 22031-4513

VENDOR ID: 1131996647-



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CSC VIOLATION TRANSACTION (AT COLLECTION)~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1TERM: MAY 20, 2013 THROUGH MAY 19, 2014~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ VARIABLEMONTHLY PRICE ON VIOLATION TRANSACTIONS ATCOLLECTION. INITIAL PERCENT OF TOLL VIOLATION ANDFEE REVENUE COLLECTED DUE AS COMPENSATION PRICINGIS IN ACCORDANCE WITH THE VENDOR'S ORIGINALRESPONSE TO THE P-6 TABLE INCLUDED IN THESOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICEDAT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNITOF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S)OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT.

16 MO $386,117.00 $386,117.0095893511006TOLL OPERATION SERVICES.FACILITY MAINTENANCE

TOLL OPERATIONS - MANAGEMENT~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1TERM: MAY 20, 2013 THROUGH MAY 19, 2014~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLYTOLL OPERATIONS PRICING PRICING IS IN ACCORDANCEWITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-7TABLE INCLUDED IN THE SOLICITATION. *TOLLOPERATIONS *PLAZA & FACILITY MAINTENANCE *TRAFFICOPERATIONS & COURTESY PATROL

8,549,8657 HOU $1.00 $8,549,865.0095893514000TOLL OPERATION SERVICES.ADMINISTRATION ANDOPERATIONS

CHANGE ORDERS PRICING TO BE USED FOR ANY CHANGEORDER(S) ISSUED THROUGH END OF INITIAL PURCHASEORDER TERM. *PROJECT MANAGER *SOFTWARE MANAGER*APPLICATIONS & SYSTEM MAINTENANCE MGR *CSCMANAGER *QUALITY ASSURANCE MANAGER *CUSTOMERSERVICE TRAINER *DATABASE ADMINISTRATOR *SOFTWAREDEVELOPER *NETWORK ADMINISTRATOR *BUSINESSANALYST *REQUIREMENTS ANALYST *CONFIGURATIONENGINEER *SOFTWARE TESTER *CUSTOMER SERVICEREPRESENTATIVE *PLAZA MANAGERS *AUDITOR *COURTLIAISON OFFICER *VIOLATIONS MANAGER *IMAGEREVIEWER *TECH SUPPORT *FULFILLMENT *COURTESTY

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PATROL *MAINTENANCE CENTER SPECIALIST PRICING ISIN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSETO THE P-8 TABLE INCLUDED IN THE SOLICITATION.




CSC OPERATIONS - PAY BY MAIL TRANSACTION~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 2TERM: MAY 20, 2014 THROUGH MAY 19, 2015~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLYPRICE BASED ON PAY BY MAIL TRANSACTIONS POSTED.RANGE 1: LESS THAN OR EQUAL TO 1,000,000 RANGE 2:1,000,001 - 1,500,000 RANGE 3: 1,500,001 -2,000,000 RANGE 4: 2,000,001 - 2,500,000 RANGE 5:GREATER THAT OR EQUAL TO 2,500,001 PRICING IS INACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TOTHE P-4 TABLE INCLUDED IN THE SOLICITATION. EACHSVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCUIS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE.

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VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FORWORK AUTHORIZED UNDER THE AGREEMENT.


CSC VIOLATION TRANSACTION (PRE-COLLECTION)~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 2TERM: MAY 20, 2014 THROUGH MAY 19, 2015~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLYPRICE PER PAID TOLL TRANSACTION PRICING IS INACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TOTHE P-5 TABLE INCLUDED IN THE SOLICITATION. EACHSVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCUIS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FORWORK AUTHORIZED UNDER THE AGREEMENT.



1212 MO $386,117.00 $4,633,404.0095893511006TOLL OPERATION SERVICES.FACILITY MAINTENANCE

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CSC OPERATIONS - PAY BY MAIL TRANSACTION~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 3TERM: MAY 20, 2015 THROUGH MAY 19, 2016~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLYPRICE BASED ON PAY BY MAIL TRANSACTIONS POSTED.RANGE 1: LESS THAN OR EQUAL TO 1,000,000 RANGE 2:1,000,001 - 1,500,000 RANGE 3: 1,500,001 -

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2,000,000 RANGE 4: 2,000,001 - 2,500,000 RANGE 5:GREATER THAT OR EQUAL TO 2,500,001 PRICING IS INACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TOTHE P-4 TABLE INCLUDED IN THE SOLICITATION. EACHSVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCUIS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FORWORK AUTHORIZED UNDER THE AGREEMENT.





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CSC VIOLATION TRANSACTION (AT COLLECTION)~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 4TERM: MAY 20, 2016 THROUGH MAY 19, 2017~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ VARIABLEMONTHLY PRICE ON VIOLATION TRANSACTIONS ATCOLLECTION. INITIAL PERCENT OF TOLL VIOLATION ANDFEE REVENUE COLLECTED DUE AS COMPENSATION PRICING

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IS IN ACCORDANCE WITH THE VENDOR'S ORIGINALRESPONSE TO THE P-6 TABLE INCLUDED IN THESOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICEDAT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNITOF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S)OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT.





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22,143,02728 SVC $1.00 $22,143,027.0095893517003TOLL OPERATION SERVICES, REIMBURSEABLE EXPENSES,PASS THROUGH ADMINISTRATIVE COSTS


Line 22 - Plaza and Facility Maintenance Traffic Operations & Courtesy Patrol

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Line 27 - Plaza and Facility Maintenance Traffic Operations & Courtesy Patrol

The following comments apply to the entire OrderBLANKET PURCHASE ORDER (BPO) IS BEING ISSUED AS ARESULT OF THE AGREEMENT FOR THE PROVISION OF TOLLOPERATIONS AND CUSTOMER SERVICE CENTER OPERATORSIGNED: JUNE 24, 2013 THIS PROCUREMENT FALLS UNDER THE STATUTORYAUTHORITY OF GOVERNMENT CODE CHAPTER 2151(COMMONLY KNOWN AS THE "PURCHASING ACT"), CHAPTER2155 (PURCHASING: GENERAL RULES AND PROCEDURES).CHAPTER 2157 (PURCHASING METHODS) AND CHAPTER2161 (HISTORICALLY UNDERUTILIZED BUSINESSES,"HUBS"). THE PURCHASING PROCEDURES INCLUDESTATUTORY REQUIREMENTS AND THOSE REQUIREMENTSESTABLISHED BY RULE OF THE TEXAS COMPTROLLER OFPUBLIC ACCOUNTS (CPA), TEXAS PROCUREMENT ANDSUPPPORT SERVICES DIVISION (TPASS) AS CONTAINEDIN 34 TAC 20.31 AND OTHER APPLICABLE FEDERAL ANDSTATE STATUTES AND RULES HEREIN CITED.

TERM OF SERVICE SHALL BEGIN ON JULY 01, 2013 ANDCONTINUE THROUGH JUNE 30, 2018 WITH THE OPTION TORENEW FOR AN ADDITIONAL FIVE YEARS THROUGH THEEXERCISE OF UP TO TWO 2-YEAR TERMS AND ONE 1-YEARTERM.

SERVICE FOR TOLL OPERATIONS AND CUSTOMER SERVICECENTER OPERATOR SHALL BE PER- FORMED INACCORDANCE WITH: *NEGOTIATED AGREEMENT DATED 06/24/2013 *AMENDMENT NO. 1 DATED 07/12/2013 *VENDOR'S ORIGINAL RESPONSE TO SOLICIT- ATION *FORM 1950, CERTIFICATE OF INSURANCE FOR SERVICESTEXAS HUB SUBCONTRACTING PLAN (HSP): VENDOR ISNOT A HUB AND HAS COMMITTED TO SUBCONTRACT APORTION OF THIS CONTRACT. THE VENDOR SHALL SUBMITTHE HSP PRIME CONTRACTOR RESPONSE PROGRESSASSESSMENT REPORT MONTHLY TO THE TXDOT CONTRACTMANAGER. THE REPORTS SHALL BE SUBMITTED MONTHLYEVEN DURING THE MONTHS THE VENDOR IS NOT

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INVOICING TXDOT. FAILURE TO PROVIDE THIS REPORTWILL RESULT IN PAYMENT BEING WITHHELD UNTIL THEREPORT IS RECEIVED.

QUANTITY(IES): QUANTITIES ARE ESTIMATED: TXDOTDOES NOT GUARANTEE TO PURCHASE ANY MINIMUMQUANTITY. TXDOT RESERVES THE RIGHT TO INCREASETHE QUANTITY(IES) OF THE PURCHASE ORDER AT THESAME ORIGINAL TERMS AND CONDITIONS. THE VENDORWILL BE NOTIFIED IN WRITING BY PURCHASE ORDERCHANGE NOTICE OF ANY REQUIREMENTS FOR ADDITIONALQUANTITY(IES).

THE ORIGINAL REQUEST FOR PROPOSAL WAS ADVERTISEDUNDER: RFP NO. B442013007834000

TXDOT POINT OF CONTACT: NAME: KATHY GARRETTTELEPHONE NO.: 512.874.9723 TXDOT CONTRACTADMINISTRATOR: NAME: ANNA SALDANA TELEPHONE NO.:512.874.9710 TXDOT PURCHASING POINT OF CONTACT:NAME: GRACIE SAUCEDO TELEPHONE NO.: 512.416.4788

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ REVISION NO. 1, DATED 07/17/2013 REVISED BY: C.KNESEK CHANGE TERM REFLECTED IN LINES 2, 3, 4, 5,AND 6: FROM: YEAR 1 TERM: MAY 20, 2013 THROUGHMAY 19, 2014 TO: YEAR 1 TERM: JULY 1, 2013THROUGH JUNE 30, 2014 CHANGE TERM REFLECTED INLINES 8, 9, 10, 11, AND 12: FROM: YEAR 2 TERM:MAY 20, 2014 THROUGH MAY 19, 2015 TO: YEAR 2TERM: JULY 1, 2014 THROUGH JUNE 30, 2015 CHANGETERM REFLECTED IN LINES 13, 14, 15, 16, AND 17:FROM: YEAR 3 TERM: MAY 20, 2015 THROUGH MAY 19,2016 TO: YEAR 3 TERM: JULY 1, 2015 THROUGH JUNE30, 2016 CHANGE TERM REFLECTED IN LINES 18, 19,20, 21, AND 22: FROM: YEAR 4 TERM: MAY 20, 2016THROUGH MAY 19, 2017 TO: YEAR 4 TERM: JULY 1,2016 THROUGH JUNE 30, 2017 CHANGE TERM REFLECTEDIN LINES 23, 24, 25, 26, AND 27: FROM: YEAR 5TERM: MAY 20, 2017 THROUGH MAY 19, 2018 TO: YEAR5 TERM: JULY 1, 2017 THROUGH JUNE 30, 2018REASON: TO UPDATE THE DATES ACCORDING TO TERMSREFLECTED IN THE AGREEMENT. PER EMAIL REQUESTFROM KATHY GARRETT DATED 07/16/2013. ++++++++++++++++++++++++++++++++++++++++ REVISION NO. 2, DATED 10/16/2013 REVISED BY:GSAUCEDO REFERENCE POCR-1 SIGNED 10/15/13.

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REFERENCE ADDENDUM NO.2 SIGNED 10/11/13. REASON:TO INCORPORATE AMENDMENT NO. 2 TO CHANGE THE DEBTCOLLECTION EFFECTIVE DATE TO COMMENCE PRIOR TOTHE ORIGINAL DATE OF MARCH 28, 2014. EFFECTIVEDATE FOR DEBT COLLECTION IS NOW 12/11/2013. DEBTCOLLECTION FEE: 18.5% IN ACCORDANCE WITHAMENDMENT 2. DEBT COLLECTION SERVICE EFFECTS LINE5 OF THE PURCHASE ORDER. ++++++++++++++++++++++++++++++++++++++++ REVISION NO. 3, DATED 02/06/2014 REVISED BY:GSAUCEDO REFERENCE POCR-2 SIGNED 01/22/2014REFERENCE AMENDMENT NO. 3 SIGNED 12/20/2013.REASON: TO INCORPORATE AMENDMENT 3 TO UPDATEPROVISION 1.32.29 OF THE XEROX/TXDOT AGREEMENTFOR THE DEBT COLLECTION SERVICES IN REFERENCE TOREMMITANCE OF PERSONAL CHECKS, MONEY ORDERS ORCASHIERS CHECKS. AMENDMENT 3 AND POCR SIGNED BYBOTH TXDOT AND THE VENDOR. AMENDMENT 3 EFFECTSLINE 5 OF THE PURCHASE ORDER FOR DEBTCOLLECTIONS. ++++++++++++++++++++++++++++++++++++++++ REVISION NO. 4, DATED 07/08/2014 REVISED BY:GSAUCEDO DECREASE LINE 2- FROM: 1,580,544.00 TO:1,280,544.00 INCREASE LINE 3- FROM: 2,601,665.00TO: 2,401,665.00 INCREASE LINE 5- FROM:482,499.00 TO: 682,499.00 INCREASE LINE 7- FROM:100,000.00 TO: 400,000.00 * NO CHANGE TO PURCHASEORDER TOTAL DOLLARS.

REASON: TO RE-ALLOCATE DOLLARS AS BELOW: DECREASELINE 2 BY $300,000.00 INCREASE LINE 7 BY$300,000.00 JUSTIIFICATION: TO INCLUDEENHANCEMENTS FOR SH 130 SEGMENT 5 AND 6. DECREASELINE 3 BY $200,000.00 INCREASE LINE 5 BY$200,000.00 JUSTIFICATION: TO COVER ADDITIONALMONTHS OF COLLECTIONS. PER EMAIL FROM ANNASALDANA DATED JUNE 18, 2014.++++++++++++++++++++++++++++++++++++++++

REVISION NO. 5, DATED 07/21/2014 REVISED BY:GSAUCEDO CHANGE TO LINE 7 NIGP NUMBER- FROM:958-93-51-1006 TOLL OPERATION SERVICES. FACILITYMAINTENANCE TO: 958-93-51-4000- TOLL OPERATIONSERVICES. ADMINISTRATION AND OPERATIONS REASON:TO CHANGE THE NIGP NUMBER TO REFLECT THEAPPROPRIATE DESCRIPTION FOR LINE ITEM 7. THISSERVICE IS RELATED TO ADMINISTRATION AND

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OPERATIONS NOT FACILIITES MAINTENANCE.

–~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

REVISION #6, DATED 10/06/2014 - THIS BLANKETPURCHASE ORDER (NUMBER LISTED ON PAGE 1) REPLACESBLANKET PURCHASE ORDER NUMBER:B442013002955000.ALL FUTURE RELEASES WILL REFERENCE THIS NEWBLANKET PURCHASE ORDER NUMBER. VENDORS WILL NEEDTO REFERENCE THIS NUMBER ON ALL FUTURECORRESPONDENCE.

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REVISION NO. 7; DATED 4/15/2015; REVISED BY ANNEWHEELERADDITION OF LINE 28 TO THE CONTRACT TO ALLOWPAYMENT OF RE-IMBURSEABLE EXPENSES FOR POSTAGE,FUEL, COMMUNICATIONS AS DEFINED IN SECTION 3.16 “OPERATIONAL EXPENSES” OF THE AGREEMENT.

CHANGE PURCHASE ORDER TOTAL: FROM: $97,844,520.00 to $101,840,820.00PURCHASE ORDER INCREASED BY: $3,996,300.00

REVISION 7 ALSO INCORPORATES EXECUTED AMENDMENT 4TO THE AGREEMENT, WITH ITS ACCOMPANYINGATTACHMENT A, SIGNED BY BOTH TXDOT AND THEVENDOR, WHICH AFFECTS SECTION 13.1 OF THEAGREEMENT FOR THE PROVISION OF TOLL OPERATIONSAND CUSTOMER SERVICE CENTER OPERATIONS.REASON: TO AMEND TABLE H-3 CSC OPERATIONS OFEXHIBIT H IN REFERENCE TO PERFORMANCE MEASURES. REQUESTED BY ANNA SALDANA, TOD, on 4/8/2015. REFERENCE AMENDMENT NO. 4 SIGNED 04/01/2015.

NEW TXDOT PURCHASING POINT OF CONTACT: NAME: ANNEWHEELER, C.P.M., CPPB, CTPM. TELEPHONE NO.:512.416.4772

*******************************************************REVISION NO. 8, DATED 09/03/2015 REVISED BY: AWHEELER DECREASE LINE 10- FROM: $ 409,500.00 to$209,500.00 FOR A TOTAL REDUCTION of $200,000.00

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DECREASE LINE 11 –FROM $1,519,871.00 TO$1,289,871.00. THIS IS A TOTAL REDUCTION OF$230,000.00INCREASE LINE 8 – FROM $4,978,714.00 TO5,408,714.00. THIS IS A TOTAL INCREASE OF$430,000.00

NO CHANGE TO PURCHASE ORDER TOTAL

REASON FOR CHANGE: TO RE-ALLOCATE DOLLARS. THEAVI TRANSACTIONS, LINE 8, IS MORE THAN WASFORECASTED. LINES 10 & 11 WERE LOWER THANFORECASTED DUE TO COLLECTIONS BEING CUTOFF FOR APERIOD OF TIME. PER EMAIL FROM YOLANDA TURK DATED9/2/2015.

*****************************Revision 10, DATED: 10/21/2015BY: T. EDMISTON REMOVED MONIES FROM LINES : 2,3,4,5,6 AND DIVIDEDTHEM ONTO LINES: 8.9.10 AND 28.

NO CHANGE TO PURCHASE ORDER TOTAL. REASON, POCN REQUEST FROM TOD TO MOVE FUNDSBETWEEN LINE ITEMS. SEE EMAIL FROM YOLANDA TURKDATED 10/19/2015****************************REVISION 11, DATED: 10/21/2015BY: T. EDMISTON NECESSARY TO CHANGE TOTAL QUANTITY ADDED TO LINE28 ON REVISION 10.LINE 28 TOTAL CHANGED FROM: $6,282,358.65 TO:$5,896,241.65

NO CHANGE TO THE PO TOTAL.

REASON: CORRECTION REQUESTED BY YOLANDA TURK FROMTOD, SEE EMAIL DATED 10/21/2015. COPY OF EMAIL WILL BE ATTACHED TO BPO INPEOPLESOFT.****************************REVISION 12, DATED: 10/21/2015BY: T. EDMISTON

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NECESSARY TO CHANGE QUANTITY ON LINE ITEM 6: FROM: 4 MONTHS TO: 1 MONTH

NO CHANGE TO THE PO TOTAL.

REASON: THIS WAS MISSED ON REVISION 11.

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REVISION NO. 13, DATED 12/04/2015 REVISED BY: AWHEELER Increase Line 13 from $5,227,650.00 to$12,708,655.00. This is an increase of$7,481,005.00Increase Line 15 from $429,975.00 to2,445,073.00. This is an increase of$2,015,098.00Increase Line 16 from $1,595,865.00 to$7,660,630.00. This is an increase of$6,064,765.00Increase Line 28 from 5,896,241.65 to$7,858,706.68. This is an increase of$1,962,465.03

This POCN will increase the BPO total from$101,840,820.00 to $119,364,153.03. This is a$17,523,333.03 increase.

Reason: The Xerox contract was estimated atprocurement (2012) to be a 5 year $100 millioncontract. The contract is approximately 75%transaction based, Xerox is paid a fee pertransaction when the associated transactionrevenue is collected. As such, when transactionsincrease, the total fees paid to Xerox will alsoincrease. The $100 million contract estimate (andline items in the related purchase order) did notreflect the actual growth of transactions onexisting TxDOT toll operated roadways, or theaddition of new toll roads for which TxDOT willassume operations during the current term of theXerox contract. Additionally, there is a pertransaction cost for TxTAG customers on othertoll roads, and those transactions are alsoincreasing at a substantial rate, which increasesthe total of the Xerox contract, and each relatedP.O. line.

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REVISION 14, DATED 6/2/16 BY ANNE WHEELER ANDLYNN GIUSTO

Adjust quantity of lines with no increase to thePO:Line 16: Reduce qty from 7,660,630 to 6,660,630(reduce by 1,000,000)Line 14: Increase qty from 8,605,007 to9,605,007 (increase by 1,000,000)

no change to PO total

REASON - administrative change request fromYolanda Turk, email dated May 27, 2016. Lynnmade the change in quantities.

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Revision No. 15, Dated 07/05/2016Changed by: A. Wheeler

Reduced quantity on line items as follows:

Line 5 From: 295,377.89 To: 93,880.98Line 8 From: 7,469,723 To: 4,673,389.04Line 9 From: 9,280,534.48 To: 8,093,872.91Line 10 From: 523,940.98 To: 145,950.04Line 11 From: 1,289,871 To: 1,093,946.09

Added quantity to line 28Increased quantity on line 28From: 7,858,706.68 To: 12,958,187.97

Reason: to close out lines which will have nofurther receipts performed against them and toadd the unused quantity to a line where receiptsneed to be processed per email request fromYolanda Turk dated 7/5/2016.**************************************Revision 16, Dated 08/05/2016Changed by: Karen Moore

Decreased Quantity of line 22:From: 4,633,404.00 To: 914,484.00

Rev #19 - Date: Dec 01, 2016

Blanket Order

Change Notice



VENDOR ID: 1131996647-



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Decreased Quantity of line 27:From: 4,633,404.00 To: 914,484.00

Added line 29 with a Quantity of 3,718,464.00

Added line 30 with a Quantity of 3,718,464.00

Reason: To separate lines 22 and 27 which have amonthly fixed fee for toll operations, from lines29 and 30 which have a fixed monthly fee forPlaza and Facility Maintenance and TrafficOperations and Courtesy Patrol. This change willhelp with auditing this blanket order.

Made the following changes to systematicallycorrect the released quantities and amounts onthis blanket order.

• Activated lines 2 through 5 which werepreviously inactivated or canceled and inputactual released quantities

• Changed the quantity and amount on lines

o 8 from 4,676,389.04 to 8,077,018.66 =3,400,629.62 increaseo 9 from 8,093,872.91 to 9,293,866.94 =1,199,994.03 increaseo 10 from 145,950.04 to 523,940.98 = 377,990.94increaseo 13 from 12,708,655.00 to 9,785,544.40 =292,3110.6 decreaseo 14 from 9,605,007.00 to 11,526,170.45 =1,921,163.45 increaseo 15 from 2,445,073.00 to 698,317.62 =1,746,755.38 decreaseo 16 from 6,660,630.00 to 665,969.25 =5,994,660.75 decreaseo 28 from 12,958,187.97 to 13,776,640.26 =818,452.29 increase

Changed purchase order total from:$119,705,226.03 to: 118,981,871.30Purchased Order Decreased by:$723,354.73 ******************************************

Rev #19 - Date: Dec 01, 2016

Blanket Order

Change Notice



VENDOR ID: 1131996647-



PAGE 20

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Revision No. 17, Dated 10/10/2016Revised by: L. Giusto

Decreased quantities as follows:

Line 21 from: 1,675,658 to: 807,579Line 23 from: 5,763,484 to: 70,575Line 24 from: 9,487,020 to: 487,020Line 26 from: 1,759,441 to 759,441

Increased quantities as follows:

Line 18 from: 5,489,032 to: 13,397,574Line 19 from: 9,035,258 to: 1,5129,064Line 20 from: 451,474 to 1,510,114Line 28 from: 13,776,640.26 to: 15,276,640.26

Purchase order total of $118,981,871.30 remainsunchanged

Reason: to reallocate quantity from future yearsto present year to allow for continued usage peremail request from Yolanda Turk, dated 10/9/2016. *******************************************Revision No. 18, Dated 11/30/2016Revised by: L. Giusto Increased quantities on line 7 from: 4,027,628 to: 4,072,641 Changed purchase order totalfrom: $118,981,871.30 to: $119,026,884.30 Purchase order increased by: $45,013 Reason: to incorporate Amendment 11 which is toimplement a revised fleet account datatransmission interface control to includetransponder ID and transponder vehicleclassification and is signed by both the TxDOTExecutive Director and the vendor. ***************************************************** Revision No. 19, Dated 12/01/2016

Rev #19 - Date: Dec 01, 2016

Blanket Order

Change Notice



VENDOR ID: 1131996647-



PAGE 21

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Revised by: L. Giusto Increased quantities as shown below:

Line 7 - from: 4,072,641 to 8,549,865Line 18 - 13,397,574 to 17,936,976Line 19 - 15,129,064 to 20,827,030Line 20 - 1,510,114 to 1,709,100Line 23 - 70,575 to 15,028,960Line 24 - 487,020 to 17,024,908Line 25 - 474,047 to 2,338,022Line 26 - 759,441 to 1,070,689Line 28 - 15,276,640.26 to 22,143,027 Changed purchase order totalfrom: $119,026,884.30 to: $174,478,345.04 Purchase order increased by: $55,451,460.74 Reason: to add additional funds to continueoperations for the last purchase order periodfrom July 2017 through June 2018 per emailrequest from Yolanda Turk dated 11/10/2016.

Rev #19 - Date: Dec 01, 2016

Blanket Order

Change Notice



VENDOR ID: 1131996647-



PAGE 22 (LAST PAGE)

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Contract Total: $174,478,345.04

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