TEXAS TRANSPORTATION COMMISSION

Transcription

1 ALL Counties MINUTE ORDER Page 1 of I ALL Districts Director, Procurement Submitted and Minute Date Number Passed Executive Director Recommended by: purchase order proposed by the department and set out in Exhibit B to this minute order is approved. IT IS THEREFORE ORDERED by the commission that the material change to the The commission, at a meeting, has considered the material change to the purchase order that would be made by the proposed amendment and has determined that change is acceptable and necessary. Subsection (b), Section , Government Code requires that the governing body of awarded 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 paid under a purchase order is a material change. a state agency, at a meeting, consider a material change to the contract for goods or services amendment would increase the total consideration to be paid under the purchase order from $119,026, to $174,478,345.04, an increase of more than 10 percent over the initial The department proposes to amend the purchase order to allow the department to increase quantities needed for toll operations and customer center operator services. The amount of the purchase order. A copy of the amendment is attached as Exhibit B. on the attached Exhibit B. competitive solicitation under the authority provided by Chapter 2155, Government Code, for on July 13, 2013 (purchase order), through a The Texas Department of Transportation (department) issued Purchase Order provision of toll operations and customer service center operator services. Services include transaction processing. management of TxTAG customer accounts, violation and enforcement collections, call center operations, courtesy patrol and customer service center facility maintenance. A copy of the purchase order is attached as Exhibit A. The purchase order was amended by Purchase Order Change Notice Revision #19 dated December 1, 2016, as shown TEXAS TRANSPORTATION COMMISSION

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223 EXHIBIT B Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 1 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost ,771,487 SVC $1.00 $7,771, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC IMPLEMENTATION BY PAYMENT MILESTONE PAYMENT MILESTONES: *PROGRAM PLANNING *CSC SYSTEM DESIGN *FACTORY ACCEPTANCE *PARELLEL OPERATIONS TEST READINESS *CSC FACILITIES ESTABLISHED *OPERATIONS & FINANCIAL READINESS *OPERATIONS COMMENCEMENT *ACCEPTANCE ISSUED TOTAL CSC IMPLEMENTATION (SUMMARY) PRICE PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-2 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT SVC $1.00 $0.00 TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - AVI TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1 TERM: MAY 20, 2013 THROUGH MAY 19, 2014 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE BASED ON AVI TRANSACTIONS POSTED PER PAID TOLL TRANSACTION. RANGE 1: LESS THAN OR EQUAL TO 8,000,000 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 RANGE 6: 10,000, ,500,000 RANGE 7: GREATER THAN OR EQUAL TO 10,500,001 PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-3 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT. CONTINUED 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 supplies are 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 the contractor. No substitutions or cancellations permitted without prior approval of the State.

224 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 2 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost SVC $1.00 $0.00 TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - PAY BY MAIL TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1 TERM: MAY 20, 2013 THROUGH MAY 19, 2014 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE 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 IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-4 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT SVC $1.00 $0.00 TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (PRE-COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1 TERM: MAY 20, 2013 THROUGH MAY 19, 2014 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE PER PAID TOLL TRANSACTION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-5 INVOICE AT THE PRICE(S) OFFERED FOR EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,881 SVC $1.00 $93, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CONTINUED

225 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 3 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost CSC VIOLATION TRANSACTION (AT COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1 TERM: MAY 20, 2013 THROUGH MAY 19, 2014 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ VARIABLE MONTHLY PRICE ON VIOLATION TRANSACTIONS AT COLLECTION. INITIAL PERCENT OF TOLL VIOLATION AND FEE REVENUE COLLECTED DUE AS COMPENSATION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-6 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT MO $386, $386, TOLL OPERATION SERVICES.FACILITY MAINTENANCE TOLL OPERATIONS - MANAGEMENT ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 1 TERM: MAY 20, 2013 THROUGH MAY 19, 2014 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY TOLL OPERATIONS PRICING PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-7 TABLE INCLUDED IN THE SOLICITATION. *TOLL OPERATIONS *PLAZA & FACILITY MAINTENANCE *TRAFFIC OPERATIONS & COURTESY PATROL ,549,865 HOU $1.00 $8,549, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CHANGE ORDERS PRICING TO BE USED FOR ANY CHANGE ORDER(S) ISSUED THROUGH END OF INITIAL PURCHASE ORDER TERM. *PROJECT MANAGER *SOFTWARE MANAGER *APPLICATIONS & SYSTEM MAINTENANCE MGR *CSC MANAGER *QUALITY ASSURANCE MANAGER *CUSTOMER SERVICE TRAINER *DATABASE ADMINISTRATOR *SOFTWARE DEVELOPER *NETWORK ADMINISTRATOR *BUSINESS ANALYST *REQUIREMENTS ANALYST *CONFIGURATION ENGINEER *SOFTWARE TESTER *CUSTOMER SERVICE REPRESENTATIVE *PLAZA MANAGERS *AUDITOR *COURT LIAISON OFFICER *VIOLATIONS MANAGER *IMAGE REVIEWER *TECH SUPPORT *FULFILLMENT *COURTESTY CONTINUED

226 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 4 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost PATROL *MAINTENANCE CENTER SPECIALIST PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-8 TABLE INCLUDED IN THE SOLICITATION ,077,019 SVC $1.00 $8,077, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - AVI TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 2 TERM: MAY 20, 2014 THROUGH MAY 19, 2015 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE BASED ON AVI TRANSACTIONS POSTED PER PAID TOLL TRANSACTION. RANGE 1: LESS THAN OR EQUAL TO 8,000,000 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 RANGE 6: 10,000, ,500,000 RANGE 7: GREATER THAN OR EQUAL TO 10,500,001 PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-3 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,293,867 SVC $1.00 $8,293, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - PAY BY MAIL TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 2 TERM: MAY 20, 2014 THROUGH MAY 19, 2015 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE 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 IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-4 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. CONTINUED

227 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 5 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,941 SVC $1.00 $523, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (PRE-COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 2 TERM: MAY 20, 2014 THROUGH MAY 19, 2015 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE PER PAID TOLL TRANSACTION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-5 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,093,946 SVC $1.00 $1,093, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (AT COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 2 TERM: MAY 20, 2014 THROUGH MAY 19, 2015 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ VARIABLE MONTHLY PRICE ON VIOLATION TRANSACTIONS AT COLLECTION. INITIAL PERCENT OF TOLL VIOLATION AND FEE REVENUE COLLECTED DUE AS COMPENSATION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-6 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT MO $386, $4,633, TOLL OPERATION SERVICES.FACILITY MAINTENANCE CONTINUED

228 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 6 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost TOLL OPERATIONS - MANAGEMENT ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 2 TERM: MAY 20, 2014 THROUGH MAY 19, 2015 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY TOLL OPERATIONS PRICING PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-7 TABLE INCLUDED IN THE SOLICITATION. *TOLL OPERATIONS *PLAZA & FACILITY MAINTENANCE *TRAFFIC OPERATIONS & COURTESY PATROL ,785,544 SVC $1.00 $9,785, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - AVI TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 3 TERM: MAY 20, 2015 THROUGH MAY 19, 2016 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE BASED ON AVI TRANSACTIONS POSTED PER PAID TOLL TRANSACTION. RANGE 1: LESS THAN OR EQUAL TO 8,000,000 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 RANGE 6: 10,000, ,500,000 RANGE 7: GREATER THAN OR EQUAL TO 10,500,001 PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-3 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,526,170 SVC $1.00 $11,526, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - PAY BY MAIL TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 3 TERM: MAY 20, 2015 THROUGH MAY 19, 2016 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE 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 - CONTINUED

229 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 7 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost 2,000,000 RANGE 4: 2,000,001-2,500,000 RANGE 5: GREATER THAT OR EQUAL TO 2,500,001 PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-4 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,472 SVC $1.00 $458, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (PRE-COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 3 TERM: MAY 20, 2015 THROUGH MAY 19, 2016 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE PER PAID TOLL TRANSACTION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-5 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,129 SVC $1.00 $498, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (AT COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 3 TERM: MAY 20, 2015 THROUGH MAY 19, 2016 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ VARIABLE MONTHLY PRICE ON VIOLATION TRANSACTIONS AT COLLECTION. INITIAL PERCENT OF TOLL VIOLATION AND FEE REVENUE COLLECTED DUE AS COMPENSATION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-6 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT. CONTINUED

230 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 8 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost MO $386, $4,633, TOLL OPERATION SERVICES.FACILITY MAINTENANCE TOLL OPERATIONS - MANAGEMENT ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 3 TERM: MAY 20, 2015 THROUGH MAY 19, 2016 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY TOLL OPERATIONS PRICING PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-7 TABLE INCLUDED IN THE SOLICITATION. *TOLL OPERATIONS *PLAZA & FACILITY MAINTENANCE *TRAFFIC OPERATIONS & COURTESY PATROL ,936,976 SVC $1.00 $17,936, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - AVI TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 4 TERM: MAY 20, 2016 THROUGH MAY 19, 2017 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE BASED ON AVI TRANSACTIONS POSTED PER PAID TOLL TRANSACTION. RANGE 1: LESS THAN OR EQUAL TO 8,000,000 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 RANGE 6: 10,000, ,500,000 RANGE 7: GREATER THAN OR EQUAL TO 10,500,001 PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-3 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,827,030 SVC $1.00 $20,827, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CONTINUED

231 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 9 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost CSC OPERATIONS - PAY BY MAIL TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 4 TERM: MAY 20, 2016 THROUGH MAY 19, 2017 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE 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 IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-4 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,709,100 SVC $1.00 $1,709, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (PRE-COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 4 TERM: MAY 20, 2016 THROUGH MAY 19, 2017 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE PER PAID TOLL TRANSACTION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-5 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,579 SVC $1.00 $807, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (AT COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 4 TERM: MAY 20, 2016 THROUGH MAY 19, 2017 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ VARIABLE MONTHLY PRICE ON VIOLATION TRANSACTIONS AT COLLECTION. INITIAL PERCENT OF TOLL VIOLATION AND FEE REVENUE COLLECTED DUE AS COMPENSATION PRICING CONTINUED

232 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 10 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-6 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT MO $76, $914, TOLL OPERATION SERVICES.FACILITY MAINTENANCE TOLL OPERATIONS - MANAGEMENT ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 4 TERM: MAY 20, 2016 THROUGH MAY 19, 2017 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY TOLL OPERATIONS PRICING PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-7 TABLE INCLUDED IN THE SOLICITATION. *TOLL OPERATIONS *PLAZA & FACILITY MAINTENANCE *TRAFFIC OPERATIONS & COURTESY PATROL ,028,960 SVC $1.00 $15,028, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - AVI TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 5 TERM: MAY 20, 2017 THROUGH MAY 19, 2018 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE BASED ON AVI TRANSACTIONS POSTED PER PAID TOLL TRANSACTION. RANGE 1: LESS THAN OR EQUAL TO 8,000,000 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 RANGE 6: 10,000, ,500,000 RANGE 7: GREATER THAN OR EQUAL TO 10,500,001 PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-3 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT. CONTINUED

233 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 11 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost ,024,908 SVC $1.00 $17,024, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC OPERATIONS - PAY BY MAIL TRANSACTION ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 5 TERM: MAY 20, 2017 THROUGH MAY 19, 2018 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE 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 IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-4 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,338,022 SVC $1.00 $2,338, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CSC VIOLATION TRANSACTION (PRE-COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 5 TERM: MAY 20, 2017 THROUGH MAY 19, 2018 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY PRICE PER PAID TOLL TRANSACTION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-5 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT ,070,689 SVC $1.00 $1,070, TOLL OPERATION SERVICES.ADMINISTRATION AND OPERATIONS CONTINUED

234 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 12 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost CSC VIOLATION TRANSACTION (AT COLLECTION) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 5 TERM: MAY 20, 2017 THROUGH MAY 19, 2018 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ VARIABLE MONTHLY PRICE ON VIOLATION TRANSACTIONS AT COLLECTION. INITIAL PERCENT OF TOLL VIOLATION AND FEE REVENUE COLLECTED DUE AS COMPENSATION PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-6 TABLE INCLUDED IN THE SOLICITATION. EACH SVCU (SERVICE UNIT) IS PRICED AT $1.00. A SVCU IS A TXDOT INTERNAL SYSTEM UNIT OF MEASURE. VENDOR SHALL INVOICE AT THE PRICE(S) OFFERED FOR WORK AUTHORIZED UNDER THE AGREEMENT MO $76, $914, TOLL OPERATION SERVICES.FACILITY MAINTENANCE TOLL OPERATIONS - MANAGEMENT ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ YEAR 5 TERM: MAY 20, 2017 THROUGH MAY 19, 2018 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ MONTHLY TOLL OPERATIONS PRICING PRICING IS IN ACCORDANCE WITH THE VENDOR'S ORIGINAL RESPONSE TO THE P-7 TABLE INCLUDED IN THE SOLICITATION. *TOLL OPERATIONS *PLAZA & FACILITY MAINTENANCE *TRAFFIC OPERATIONS & COURTESY PATROL ,143,027 SVC $1.00 $22,143, TOLL OPERATION SERVICES, REIMBURSEABLE EXPENSES, PASS THROUGH ADMINISTRATIVE COSTS MO $309, $3,718, TOLL OPERATION SERVICES.FACILITY MAINTENANCE Line 22 - Plaza and Facility Maintenance Traffic Operations & Courtesy Patrol CONTINUED

235 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 13 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost MO $309, $3,718, TOLL OPERATION SERVICES.FACILITY MAINTENANCE Line 27 - Plaza and Facility Maintenance Traffic Operations & Courtesy Patrol The following comments apply to the entire Order BLANKET PURCHASE ORDER (BPO) IS BEING ISSUED AS A RESULT OF THE AGREEMENT FOR THE PROVISION OF TOLL OPERATIONS AND CUSTOMER SERVICE CENTER OPERATOR SIGNED: JUNE 24, 2013 THIS PROCUREMENT FALLS UNDER THE STATUTORY AUTHORITY OF GOVERNMENT CODE CHAPTER 2151 (COMMONLY KNOWN AS THE "PURCHASING ACT"), CHAPTER 2155 (PURCHASING: GENERAL RULES AND PROCEDURES). CHAPTER 2157 (PURCHASING METHODS) AND CHAPTER 2161 (HISTORICALLY UNDERUTILIZED BUSINESSES, "HUBS"). THE PURCHASING PROCEDURES INCLUDE STATUTORY REQUIREMENTS AND THOSE REQUIREMENTS ESTABLISHED BY RULE OF THE TEXAS COMPTROLLER OF PUBLIC ACCOUNTS (CPA), TEXAS PROCUREMENT AND SUPPPORT SERVICES DIVISION (TPASS) AS CONTAINED IN 34 TAC AND OTHER APPLICABLE FEDERAL AND STATE STATUTES AND RULES HEREIN CITED. TERM OF SERVICE SHALL BEGIN ON JULY 01, 2013 AND CONTINUE THROUGH JUNE 30, 2018 WITH THE OPTION TO RENEW FOR AN ADDITIONAL FIVE YEARS THROUGH THE EXERCISE OF UP TO TWO 2-YEAR TERMS AND ONE 1-YEAR TERM. SERVICE FOR TOLL OPERATIONS AND CUSTOMER SERVICE CENTER OPERATOR SHALL BE PER- FORMED IN ACCORDANCE 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 SERVICES TEXAS HUB SUBCONTRACTING PLAN (HSP): VENDOR IS NOT A HUB AND HAS COMMITTED TO SUBCONTRACT A PORTION OF THIS CONTRACT. THE VENDOR SHALL SUBMIT THE HSP PRIME CONTRACTOR RESPONSE PROGRESS ASSESSMENT REPORT MONTHLY TO THE TXDOT CONTRACT MANAGER. THE REPORTS SHALL BE SUBMITTED MONTHLY EVEN DURING THE MONTHS THE VENDOR IS NOT CONTINUED

236 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 14 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost INVOICING TXDOT. FAILURE TO PROVIDE THIS REPORT WILL RESULT IN PAYMENT BEING WITHHELD UNTIL THE REPORT IS RECEIVED. QUANTITY(IES): QUANTITIES ARE ESTIMATED: TXDOT DOES NOT GUARANTEE TO PURCHASE ANY MINIMUM QUANTITY. TXDOT RESERVES THE RIGHT TO INCREASE THE QUANTITY(IES) OF THE PURCHASE ORDER AT THE SAME ORIGINAL TERMS AND CONDITIONS. THE VENDOR WILL BE NOTIFIED IN WRITING BY PURCHASE ORDER CHANGE NOTICE OF ANY REQUIREMENTS FOR ADDITIONAL QUANTITY(IES). THE ORIGINAL REQUEST FOR PROPOSAL WAS ADVERTISED UNDER: RFP NO. B TXDOT POINT OF CONTACT: NAME: KATHY GARRETT TELEPHONE NO.: TXDOT CONTRACT ADMINISTRATOR: NAME: ANNA SALDANA TELEPHONE NO.: TXDOT PURCHASING POINT OF CONTACT: NAME: GRACIE SAUCEDO TELEPHONE NO.: ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 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 THROUGH MAY 19, 2014 TO: YEAR 1 TERM: JULY 1, 2013 THROUGH JUNE 30, 2014 CHANGE TERM REFLECTED IN LINES 8, 9, 10, 11, AND 12: FROM: YEAR 2 TERM: MAY 20, 2014 THROUGH MAY 19, 2015 TO: YEAR 2 TERM: JULY 1, 2014 THROUGH JUNE 30, 2015 CHANGE TERM 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 JUNE 30, 2016 CHANGE TERM REFLECTED IN LINES 18, 19, 20, 21, AND 22: FROM: YEAR 4 TERM: MAY 20, 2016 THROUGH MAY 19, 2017 TO: YEAR 4 TERM: JULY 1, 2016 THROUGH JUNE 30, 2017 CHANGE TERM REFLECTED IN LINES 23, 24, 25, 26, AND 27: FROM: YEAR 5 TERM: MAY 20, 2017 THROUGH MAY 19, 2018 TO: YEAR 5 TERM: JULY 1, 2017 THROUGH JUNE 30, 2018 REASON: TO UPDATE THE DATES ACCORDING TO TERMS REFLECTED IN THE AGREEMENT. PER REQUEST FROM KATHY GARRETT DATED 07/16/ REVISION NO. 2, DATED 10/16/2013 REVISED BY: GSAUCEDO REFERENCE POCR-1 SIGNED 10/15/13. CONTINUED

237 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 15 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost REFERENCE ADDENDUM NO.2 SIGNED 10/11/13. REASON: TO INCORPORATE AMENDMENT NO. 2 TO CHANGE THE DEBT COLLECTION EFFECTIVE DATE TO COMMENCE PRIOR TO THE ORIGINAL DATE OF MARCH 28, EFFECTIVE DATE FOR DEBT COLLECTION IS NOW 12/11/2013. DEBT COLLECTION FEE: 18.5% IN ACCORDANCE WITH AMENDMENT 2. DEBT COLLECTION SERVICE EFFECTS LINE 5 OF THE PURCHASE ORDER REVISION NO. 3, DATED 02/06/2014 REVISED BY: GSAUCEDO REFERENCE POCR-2 SIGNED 01/22/2014 REFERENCE AMENDMENT NO. 3 SIGNED 12/20/2013. REASON: TO INCORPORATE AMENDMENT 3 TO UPDATE PROVISION OF THE XEROX/TXDOT AGREEMENT FOR THE DEBT COLLECTION SERVICES IN REFERENCE TO REMMITANCE OF PERSONAL CHECKS, MONEY ORDERS OR CASHIERS CHECKS. AMENDMENT 3 AND POCR SIGNED BY BOTH TXDOT AND THE VENDOR. AMENDMENT 3 EFFECTS LINE 5 OF THE PURCHASE ORDER FOR DEBT COLLECTIONS REVISION NO. 4, DATED 07/08/2014 REVISED BY: GSAUCEDO DECREASE LINE 2- FROM: 1,580, TO: 1,280, INCREASE LINE 3- FROM: 2,601, TO: 2,401, INCREASE LINE 5- FROM: 482, TO: 682, INCREASE LINE 7- FROM: 100, TO: 400, * NO CHANGE TO PURCHASE ORDER TOTAL DOLLARS. REASON: TO RE-ALLOCATE DOLLARS AS BELOW: DECREASE LINE 2 BY $300, INCREASE LINE 7 BY $300, JUSTIIFICATION: TO INCLUDE ENHANCEMENTS FOR SH 130 SEGMENT 5 AND 6. DECREASE LINE 3 BY $200, INCREASE LINE 5 BY $200, JUSTIFICATION: TO COVER ADDITIONAL MONTHS OF COLLECTIONS. PER FROM ANNA SALDANA DATED JUNE 18, REVISION NO. 5, DATED 07/21/2014 REVISED BY: GSAUCEDO CHANGE TO LINE 7 NIGP NUMBER- FROM: TOLL OPERATION SERVICES. FACILITY MAINTENANCE TO: TOLL OPERATION SERVICES. ADMINISTRATION AND OPERATIONS REASON: TO CHANGE THE NIGP NUMBER TO REFLECT THE APPROPRIATE DESCRIPTION FOR LINE ITEM 7. THIS SERVICE IS RELATED TO ADMINISTRATION AND CONTINUED

238 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 16 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost OPERATIONS NOT FACILIITES MAINTENANCE. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ REVISION #6, DATED 10/06/ THIS BLANKET PURCHASE ORDER (NUMBER LISTED ON PAGE 1) REPLACES BLANKET PURCHASE ORDER NUMBER:B ALL FUTURE RELEASES WILL REFERENCE THIS NEW BLANKET PURCHASE ORDER NUMBER. VENDORS WILL NEED TO REFERENCE THIS NUMBER ON ALL FUTURE CORRESPONDENCE. ~~~~~~~~~~~~~~~~~~~~~~~~~~~ REVISION NO. 7; DATED 4/15/2015; REVISED BY ANNE WHEELER ADDITION OF LINE 28 TO THE CONTRACT TO ALLOW PAYMENT 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, to $101,840, PURCHASE ORDER INCREASED BY: $3,996, REVISION 7 ALSO INCORPORATES EXECUTED AMENDMENT 4 TO THE AGREEMENT, WITH ITS ACCOMPANYING ATTACHMENT A, SIGNED BY BOTH TXDOT AND THE VENDOR, WHICH AFFECTS SECTION 13.1 OF THE AGREEMENT FOR THE PROVISION OF TOLL OPERATIONS AND CUSTOMER SERVICE CENTER OPERATIONS. REASON: TO AMEND TABLE H-3 CSC OPERATIONS OF EXHIBIT 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: ANNE WHEELER, C.P.M., CPPB, CTPM. TELEPHONE NO.: ************************************************* ****** REVISION NO. 8, DATED 09/03/2015 REVISED BY: A WHEELER DECREASE LINE 10- FROM: $ 409, to $209, FOR A TOTAL REDUCTION of $200, CONTINUED

239 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 17 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost DECREASE LINE 11 FROM $1,519, TO $1,289, THIS IS A TOTAL REDUCTION OF $230, INCREASE LINE 8 FROM $4,978, TO 5,408, THIS IS A TOTAL INCREASE OF $430, NO CHANGE TO PURCHASE ORDER TOTAL REASON FOR CHANGE: TO RE-ALLOCATE DOLLARS. THE AVI TRANSACTIONS, LINE 8, IS MORE THAN WAS FORECASTED. LINES 10 & 11 WERE LOWER THAN FORECASTED DUE TO COLLECTIONS BEING CUTOFF FOR A PERIOD OF TIME. PER FROM YOLANDA TURK DATED 9/2/2015. ***************************** Revision 10, DATED: 10/21/2015 BY: T. EDMISTON REMOVED MONIES FROM LINES : 2,3,4,5,6 AND DIVIDED THEM ONTO LINES: AND 28. NO CHANGE TO PURCHASE ORDER TOTAL. REASON, POCN REQUEST FROM TOD TO MOVE FUNDS BETWEEN LINE ITEMS. SEE FROM YOLANDA TURK DATED 10/19/2015 **************************** REVISION 11, DATED: 10/21/2015 BY: T. EDMISTON NECESSARY TO CHANGE TOTAL QUANTITY ADDED TO LINE 28 ON REVISION 10. LINE 28 TOTAL CHANGED FROM: $6,282, TO: $5,896, NO CHANGE TO THE PO TOTAL. REASON: CORRECTION REQUESTED BY YOLANDA TURK FROM TOD, SEE DATED 10/21/2015. COPY OF WILL BE ATTACHED TO BPO IN PEOPLESOFT. **************************** REVISION 12, DATED: 10/21/2015 BY: T. EDMISTON CONTINUED

240 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 18 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost 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. ******************** REVISION NO. 13, DATED 12/04/2015 REVISED BY: A WHEELER Increase Line 13 from $5,227, to $12,708, This is an increase of $7,481, Increase Line 15 from $429, to 2,445, This is an increase of $2,015, Increase Line 16 from $1,595, to $7,660, This is an increase of $6,064, Increase Line 28 from 5,896, to $7,858, This is an increase of $1,962, This POCN will increase the BPO total from $101,840, to $119,364, This is a $17,523, increase. Reason: The Xerox contract was estimated at procurement (2012) to be a 5 year $100 million contract. The contract is approximately 75% transaction based, Xerox is paid a fee per transaction when the associated transaction revenue is collected. As such, when transactions increase, the total fees paid to Xerox will also increase. The $100 million contract estimate (and line items in the related purchase order) did not reflect the actual growth of transactions on existing TxDOT toll operated roadways, or the addition of new toll roads for which TxDOT will assume operations during the current term of the Xerox contract. Additionally, there is a per transaction cost for TxTAG customers on other toll roads, and those transactions are also increasing at a substantial rate, which increases the total of the Xerox contract, and each related P.O. line. CONTINUED

241 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 19 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost *********************************************** REVISION 14, DATED 6/2/16 BY ANNE WHEELER AND LYNN GIUSTO Adjust quantity of lines with no increase to the PO: 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 to 9,605,007 (increase by 1,000,000) no change to PO total REASON - administrative change request from Yolanda Turk, dated May 27, Lynn made the change in quantities. ******************** Revision No. 15, Dated 07/05/2016 Changed by: A. Wheeler Reduced quantity on line items as follows: Line 5 From: 295, To: 93, Line 8 From: 7,469,723 To: 4,673, Line 9 From: 9,280, To: 8,093, Line 10 From: 523, To: 145, Line 11 From: 1,289,871 To: 1,093, Added quantity to line 28 Increased quantity on line 28 From: 7,858, To: 12,958, Reason: to close out lines which will have no further receipts performed against them and to add the unused quantity to a line where receipts need to be processed per request from Yolanda Turk dated 7/5/2016. ************************************** Revision 16, Dated 08/05/2016 Changed by: Karen Moore Decreased Quantity of line 22: From: 4,633, To: 914, CONTINUED

242 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 20 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost Decreased Quantity of line 27: From: 4,633, To: 914, Added line 29 with a Quantity of 3,718, Added line 30 with a Quantity of 3,718, Reason: To separate lines 22 and 27 which have a monthly fixed fee for toll operations, from lines 29 and 30 which have a fixed monthly fee for Plaza and Facility Maintenance and Traffic Operations and Courtesy Patrol. This change will help with auditing this blanket order. Made the following changes to systematically correct the released quantities and amounts on this blanket order. Activated lines 2 through 5 which were previously inactivated or canceled and input actual released quantities Changed the quantity and amount on lines o 8 from 4,676, to 8,077, = 3,400, increase o 9 from 8,093, to 9,293, = 1,199, increase o 10 from 145, to 523, = 377, increase o 13 from 12,708, to 9,785, = 292, decrease o 14 from 9,605, to 11,526, = 1,921, increase o 15 from 2,445, to 698, = 1,746, decrease o 16 from 6,660, to 665, = 5,994, decrease o 28 from 12,958, to 13,776, = 818, increase Changed purchase order total from: $119,705, to: 118,981, Purchased Order Decreased by:$723, ****************************************** CONTINUED

243 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 21 Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost Revision No. 17, Dated 10/10/2016 Revised by: L. Giusto Decreased quantities as follows: Line 21 from: 1,675,658 to: 807,579 Line 23 from: 5,763,484 to: 70,575 Line 24 from: 9,487,020 to: 487,020 Line 26 from: 1,759,441 to 759,441 Increased quantities as follows: Line 18 from: 5,489,032 to: 13,397,574 Line 19 from: 9,035,258 to: 1,5129,064 Line 20 from: 451,474 to 1,510,114 Line 28 from: 13,776, to: 15,276, Purchase order total of $118,981, remains unchanged Reason: to reallocate quantity from future years to present year to allow for continued usage per request from Yolanda Turk, dated 10/9/2016. ******************************************* Revision No. 18, Dated 11/30/2016 Revised by: L. Giusto Increased quantities on line 7 from: 4,027,628 to: 4,072,641 Changed purchase order total from: $118,981, to: $119,026, Purchase order increased by: $45,013 Reason: to incorporate Amendment 11 which is to implement a revised fleet account data transmission interface control to include transponder ID and transponder vehicle classification and is signed by both the TxDOT Executive Director and the vendor. ************************************************* **** Revision No. 19, Dated 12/01/2016 CONTINUED

244 Rev #19 - Date: Dec 01, 2016 Blanket Order Change Notice PAGE 22 (LAST PAGE) Contract ID: Version: 20 Bid Number: Contract Date: 07/15/2013 Services >$25K To: XEROX STATE & LOCAL SOLUTIONS, 8260 WILLOW OAKS CORPORATE DR Agency To Invoice: See Specific Blanket Release USA FAIRFAX VA VENDOR ID: Line Item BUYER: Jowers, Sandra Item Description Quantity Unit Unit Cost Extended Cost Revised by: L. Giusto Increased quantities as shown below: Line 7 - from: 4,072,641 to 8,549,865 Line 18-13,397,574 to 17,936,976 Line 19-15,129,064 to 20,827,030 Line 20-1,510,114 to 1,709,100 Line 23-70,575 to 15,028,960 Line ,020 to 17,024,908 Line ,047 to 2,338,022 Line ,441 to 1,070,689 Line 28-15,276, to 22,143,027 Changed purchase order total from: $119,026, to: $174,478, Purchase order increased by: $55,451, Reason: to add additional funds to continue operations for the last purchase order period from July 2017 through June 2018 per request from Yolanda Turk dated 11/10/2016. Contract Total: $174,478,345.04