ESBD_371873_1723662346491_Attachment A - Service Level Agreement.pdf

TDLR Legacy Systems Replacement Project

Attachment A: Service Level Agreement

1.0 Overview

RFO No: 452-24-BLC020

Attachment A - Page 1

This Service Level Agreement ("SLA" or "Agreement") and Attachment B: Service Level Requirements describe the requirements for the provision of software and implementation Services, end-user support, and ongoing maintenance of the Solution in a production environment by the Contractor, as well as the key performance measures that will be used to evaluate the Contractor's delivery of the Services.

Note: Multiple Service Level Requirements are referred to as "SLRs". An individual Service Level Requirement is referred to as an "SLR".

1.1 Introduction

SLRs have been defined to encourage the consistent and timely delivery of the Services and value to TDLR. They are intended to reimburse the Agency for the value of diminished Services delivered and to provide an incentive for the Contractor to achieve the stated SLRs objectives.

They are not intended to be penalties nor compensate the Agency for damages; and are not necessarily the exclusive remedy for a Failure.

This document describes the following:

• Performance measures and reporting expectations;

• Process to change or establish new SLR performance measures; and

• Circumstances under which the Contractor will be subject to reimburse TDLR for Failure.

2.0 Key SLA and SLR-related Definitions

Please refer to Section 17 - Glossary of Terms in the RFO for a comprehensive list of defined terms and definitions.

2.1 Failure

For the purposes of this SLA, "Failure" or "SLA Failure" shall mean the Contractor's failure to meet, achieve, or attain the designated performance target for a specified SLR for the applicable Measurement Period.

2.2 Service Level Requirements

Each SLR set forth in Attachment B: Service Level Requirements identifies key performance measures that will be used to evaluate the Contractor's delivery of the Services. The overriding goal in developing SLR is to support TDLR's desire to manage the Contractor's delivery of the Services by monitoring and measuring its performance against TDLR's identified SLRs. In no event, unless mutually agreed, will the SLRs or the Service Level Reimbursements set forth herein be reduced below the levels at which they are set on the Effective Date of this Agreement.

TDLR Legacy Systems Replacement Project RFO No: 452-24-BLC020

Attachment A - Page 2

SLRs are detailed in Attachment B: Service Level Requirements. The SLR component definitions (listed in the order of the columns in Attachment B) are included in the table below.

Table 1. Table 1: SLR Component Definitions

SLR Component Definition

SLR Tower The specific service category that is measured (e.g., cross-functional, service desk, Solution).

• Cross-Functional: SLR may be applicable across SLR Towers

• Service Desk: The facilities, associated technologies, and fully trained staff who respond to calls, facilitate all incident management, problem management, change and request management activities, and act as a single point of contact for coordination and communication to end users in regard to the Services.

• Solution: The Contractor's proposed Solution, inclusive of software, hardware, integrations, third-party products, and/or other components, as described in the Offer to be implemented as the new licensing system (Solution) to TDLR.

SLR Type The specific service category that is measured (e.g., reporting, incident resolution time, Root Cause Analysis, response time, availability, recovery time objective, recovery point objective, disaster recovery, downtime, documentation).

SLR Name The specific SLR that is measured.

Service Measure The specific type of Service that is measured (e.g., schedule adherence, time to resolve, time to report, availability of system).

Performance Metric Service-level performance metric for the work that the Contract requires the Contractor to perform.

Performance Target Measurement of the work that the Contract requires the Contractor to perform, generally expressed as a percentage.

Formula Description of the mathematical formula used to measure the delivery of a Service against the Service-level metric.

Measurement Period The time during which an SLR is to be measured to determine whether the Contractor has exceeded, met, or not met the target SLR.

Reporting Period Period of reporting that the Contractor measures the target SLR.

Measurement Method or tool used to calculate performance of the SLR.

Method

Critical or Monitored Identification of the SLR is either Critical or Monitored.

2.3 Measurement Period

If the Measurement Period is designated as "monthly," it shall mean the period commencing 12:00 a.m. on the first day of each month and ending 11 :59 p.m. on the last day of the month, and if the "Measurement Period" is designated as "annually", it shall mean the period commencing 12:00 a.m. on the first day of each fiscal year (September 1st) and ending 11 :59 p.m. on the last day of the current fiscal year.

2.4 Service Level Exceptions

RFO No: 452-24-BLC020

Attachment A - Page 3

In addition to a Scheduled Downtime, as defined in the RFO, Contractor shall not be responsible for a Failure to the extent that such Failure is directly caused by any of the following:

• Service outages as a result of system components owned or controlled by TDLR, other than the Solution. In this case, TDLR will conduct a Root Cause Analysis (RCA) to determine the reasons for the outages.

• Service outages as a result of system components owned or controlled by TDLR third party contractors and subcontractors engaged in the Project by Contractor. In this case, the Contractor will conduct an RCA to determine the reasons for the outages.

• Willful misconduct or violation of law by TDLR or TDLR third-party contractors, other than subcontractors engaged in the Project by Contractor.

• Service or resource reductions requested or approved by TDLR and the Contractor through a Change Request; provided that, as part of such process, the Contractor has previously notified TDLR in writing that the implementation of such Change Request would result in a Failure.

2.5 Changed Service Level Requirements

TDLR and Contractor may discuss adding a New Service as an SLR. If a New Service is proposed by any of the parties, the parties must agree to the following:

• Status of the New Service as an SLR;

• Measurement tools and the methods of calculation to be used for monitoring and reporting on such New Service; and

• SLR(s) applicable to such New Service.

• When setting a new SLR, the process to set the performance target for the new SLR will be by mutual agreement between TDLR and the Contractor, with the option to engage a third-party within the sole discretion of TDLR to identify a commercially common target and measurement calculation aligned with this Agreement.

At TDLR's request, Contractor must provide to TDLR the performance data recorded by the Contractor in connection with the Services for the purpose of informing TDLR regarding the implementation of any changes.

3.0 Service Level Monitoring and Measurement

Contractor must continuously monitor the Solution and the Services throughout the entire Contract term in order to identify, report, and correct any SLR Failures and to ensure that Contractor is meeting or exceeding the SLRs as required herein. Contractor will notify TDLR immediately upon knowledge of a SLR Failure. "Knowledge" means facts known or that should have been known by Contractor personnel performing Services under this Agreement.

3.1 Measurement Reporting

Contractor will provide reports to TDLR regarding its compliance with the SLRs as established below.

Attachment A - Page 4

Contractor will measure all data reasonably required by TDLR to determine Contractor's performance of the measured Services against the applicable SLRs set out in Attachment B:

Service Level Requirements. Without limiting the foregoing, Contractor will keep complete and accurate logs of such data until properly transferred to TDLR in accordance with TDLR processes and procedures.

Contractor will provide TDLR with performance monitoring reports in a web-based dashboard format that depicts the current conditions across the Solution, and access to historical data and trends. Performance monitoring reports shall provide both top-level views and contextual drilldowns, as well as intuitive navigation and search mechanisms and raw data access for a broad spectrum of users and transactions.

■ On or before the 10th calendar day of each calendar month or as otherwise requested by TDLR, Contractor will deliver a performance measurement report to TDLR containing the following information:

- For each measured SLR and with respect to the immediately preceding calendar month, all data relating to the provision of the Service during the applicable month;

- For each measured SLR during the immediately preceding calendar month, details of the Contractor's performance as measured against the SLRs for such Service during the applicable month;

■ For SLRs with a measurement period of longer than a month, the provision above shall apply for the calendar month on which the final date of the measurement period for such SLR falls.

- Details of any Scheduled Downtime which the Contractor believes has impacted the measured Services during the applicable month; and

- Any other information reasonably requested by TDLR from time to time.

■ Upon TDLR's request, Contractor will provide TDLR data and details for measured SLRs in a TDLR-approved form and format containing:

- All data relating to the provision of the measured SLR during the applicable day;

- Details of Contractor's performance as measured against the SLRs during the applicable day;

- Details of measured SLRs that were supposed to be performed during the applicable day and not performed as required; and

- Details of measured SLRs that were supposed to have been performed during a previous day but not performed as required, and the status of such measured Services.

As required, Contractor must provide TDLR with an electronic feed of all data, immediately upon collecting the data, in a form and format that will enable TDLR to use, copy, sort, manipulate, modify, analyze, extract, translate, and load the data without a requirement that TDLR undertake modifications to the data or the form or format in which it was delivered in order to do so, or in any other form and format mutually agreed to by the Parties.

In generating data for dashboard reports provided by Contractor, Contractor will use, for each SLR, the measurement tools and methodologies needed to adequately measure each Service Level, or such other means as reasonably required by TDLR to confirm the Contractor's compliance with the SLRs.

Attachment A - Page 5

Contractor must also provide an online portal providing TDLR with access to all the SLRs data as described in this section.

4.0 Service Problem Analysis

4.1 Notification of Problems

If Contractor becomes aware of any Problem, Contractor must immediately inform TDLR in writing of such Problem and promptly (but no later than two (2) calendar days after Contractor first becomes aware of any such Problem) provide TDLR with a detailed description of such Problem, omission, Failure, or other event, and its impact or expected impact. The Contractor Program Manager and TDLR must meet to formulate and implement an action plan to minimize or eliminate the impact of the Problem.

4.2 Corrective Action Plan (CAP)

• In the event that either Party determines that a Problem has occurred, or a Problem reasonably likely could occur, the determining Party shall promptly (but not more than two (2) calendar days from the time the Party first becomes aware of the Problem) notify the other of such Problem or anticipated Problem (a "CAP Notice"). Concurrently with delivery or receipt of the CAP Notice, as applicable, Contractor shall:

- (1) immediately take steps to mitigate any harmful effect, within its control, that the Problem may cause;

- (2) upon TDLR's approval, correct the Problem as agreed with TDLR;

- (3) continuously, and when requested by TDLR, advise TDLR of the progress and status of remedial efforts being undertaken with respect to the Problem;

- (4) demonstrate to TDLR that all reasonable actions have been taken to prevent a recurrence of the Problem;

- (5) promptly upon resolution of the Problem (but not more than five (5) calendar days) perform a Root Cause Analysis;

- (6) report to TDLR the nature and scope of the Problem identified; and

- (7) prepare a CAP and submit it for TDLR approval to correct the source of the Problem and take all actions necessary to prevent its recurrence, including providing all additional resources necessary to resolve the Problem.

• Following the delivery of the CAP by the Contractor and the Acceptance by TDLR, Contractor shall, within the timeline set forth in the CAP:

• promptly correct the source of the Problem in accordance with the approved

CAP;

• advise TDLR of the progress of correction efforts at stages determined by TDLR;

and

• demonstrate to TDLR that all reasonable actions have been taken to prevent a recurrence of the Problem.

4.3 Additional Remedies

RFO No: 452-24-BLC020

Attachment A - Page 6

In the event Contractor fails to identify and resolve a Problem within its control, that may impede or delay the timely delivery of the activities established in the Contract, without prejudice to TDLR's other rights and remedies under the Contract, or at law or equity, Contractor shall immediately provide, at its sole cost and expense, additional resources, as necessary, to identify and resolve the Problem. In addition, without prejudice to TDLR's other rights and remedies under the Contract, this Agreement, the law, or in equity, TDLR may equitably reduce from the Charges an amount reasonably estimated by TDLR to account for the delayed or incomplete tasks.

5.0 Satisfaction Surveys

5.1 TDLR Conducted Surveys

Unless otherwise set forth in the Statement of Work, TDLR may, through an independent third party selected by TDLR, conduct stakeholder satisfaction index surveys of the Services, related to Contractor compliance with the schedule, scope, and procedures specified in the Contract.

Contractor shall be responsible for the expenses of all customer satisfaction index surveys conducted pursuant to this Agreement. In addition, TDLR may survey satisfaction with Contractor's performance in connection with and as part of broader satisfaction surveys periodically.

5.2 Survey Follow-up

Following review of any surveys conducted pursuant to Section 5.1, Contractor shall promptly review the survey results with TDLR to identify trends and assess overall customer satisfaction.

If the results of any satisfaction survey conducted pursuant to Section 5.1 indicate that the level of satisfaction with Contractor's performance is less than the applicable Service Level(s) specified in the Service Level Agreement, Contractor shall promptly (i) conduct an analysis and identify the cause of such dissatisfaction; (ii) develop a Corrective Action Plan to address and improve the level of satisfaction; (iii) present such plan to TDLR for its review, comment, and approval, which may be withheld in TDLR's sole discretion; and (iv) demonstrate to TDLR that it has taken action in accordance with the approved plan and as necessary to improve the level of satisfaction.

Contractor shall revise and resubmit the Corrective Action Plan until approved by TDLR. TDLR and Contractor shall establish a schedule for the completion of a Root Cause Analysis and the preparation and approval of the Corrective Action Plan. This schedule shall be reasonable and consistent with the severity and materiality of the cause for dissatisfaction, provided that the time for completion of such tasks shall not exceed fifteen (15) business days from the date the survey results are finalized and reported to Contractor. Contractor's Corrective Action Plan developed hereunder shall specify the measures to be taken by Contractor and the dates by which each such measure shall be completed. Following the completion of the measures described in the Corrective Action Plan, and upon TDLR's request, Contractor shall conduct follow-up surveys with the affected TDLR users and management to confirm that the cause of any dissatisfaction has been addressed and that the level of satisfaction has improved.

6.0 Performance Reimbursement

RFO No: 452-24-BLC020

Attachment A - Page 7

Critical SLRs and Monitored SLRs set forth in this Agreement and in Attachment B: Service Level Requirements identify key performance measures that must be used to evaluate the Contractor's delivery of the Services.

Contractor shall reimburse TDLR for Failure to achieve the SLR performance due to disruption of the Solution and/or impact on critical business functions. Monitored SLRs are not subject to Service Level Reimbursements, but are monitored against key performance indicators (KP ls) for continuous improvement purposes.

On a quarterly basis, TDLR may unilaterally classify up to ten (10) SLRs as Critical, and as such, these SLRs will be subject to Service Level Reimbursements. TDLR must give the Contractor sixty (60) calendar days prior written notice before a new SLR is classified as Critical.

Regardless of SLR classification (Critical SLR or Monitored SLR), Contractor shall perform an RCA in accordance with this Agreement for any Failure. The RCA will include actions and target completion dates to prevent the recurrence of a Failure.

TDLR expects continuous improvement in Contractor's provision of the Services. New SLRs may be added to replace or augment existing SLRs to reflect changes, new requirements, or improvements within the scope of the Services. TDLR and the Contractor acknowledge that Critical SLRs have been set to meet the TDLR's minimum business requirements, and are subject to Service Level Reimbursements if not fulfilled in accordance with the following:

• For each Critical SLR Failure during the same Measurement Period, 5% of the monthly Charges will be reimbursed to TDLR as Service Level Reimbursements within thirty (30) calendar days of receipt of the applicable report.

• The maximum amount of Service Level Reimbursements per fiscal year during the term of the Contract shall not exceed 18% of the Charges applicable to such period. If Contractor fails to achieve Critical SLRs eleven (11) or more times in any rolling six (6) month period, Contractor shall be deemed to be in default of the Contract.