Exhibit 1.2 - Governance Model

Pennsylvania Department of Transportation (PennDOT)

Mainframe Services

Exhibit 1.2

Governance Model

RFP 3525R03

Exhibit 1.2 (Governance Model) RFP 3525R03

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Table of Contents 1 Introduction 2 Mainframe Services Governance Structure 3 PennDOT Mainframe Services Governance 4 PennDOT Governance Roles and Responsibilities

4.1 Performance Management

4.2 Contract Management

4.3 Financial Management

4.4 Relationship Management

4.5 Governance Meetings

5 Service Provider Responsibilities 6 Escalations

Figures

Figure 1 – Mainframe Services Governance Entities .................... Error! Bookmark not defined.

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1 Introduction

The Pennsylvania Department of Transportation (PennDOT) has operational governance responsibilities for Mainframe Services. PennDOT operational governance provides centralized management of Mainframe Services to ensure service visibility, strategic direction, and issue escalation. This Exhibit 1.2 (Governance Model) describes the governance roles, responsibilities, and working relationships.

The purpose of the PennDOT operational governance model is to ensure that Mainframe Services objectives are continually met through a healthy relationship with the Service Provider.

This approach seeks to understand and meet each Party’s objectives, ensure each Party meets its commitments in the relationship, and efficiently and flexibly manage change. With a focus on creatively meeting goals and a healthy relationship, the Service Provider can innovate as Mainframe Services requirements change.

The operational governance model is a set of defined interactions, expectations, decisions, roles, and processes that guide the governance of Mainframe Services. It is designed to inform stakeholders of the overall service operations while facilitating effective issue resolution and enabling strategic decision-making.

Guiding principles used to formulate the governance model include the following:

1. Strong and effective customer engagement.

2. Resolve issues at the lowest possible level.

3. Establish representative groups to resolve issues.

4. Monitor governance contractual requirements.

5. Monitor interparty relationships between all Service Components.

6. Evolve service options and support innovation.

7. Formalize roles and responsibilities for governance strategy and issue management between PennDOT and the Service Provider.

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2 Mainframe Services Governance Structure

Operational governance consists of the day-to-day management of the Mainframe Services, program-level communications, issue resolution, contractual and funding oversight, and customer satisfaction.

Success with the governance model rests mainly on the effective management of operational processes the Service Provider is responsible for establishing and operating with PennDOT. This close relationship between the Service Provider and PennDOT provides an efficient working and operational governance foundation to foster quality services, including resolving issues and making In-Scope decisions at the lowest possible level. Nearly all issues are expected to be resolved through direct interaction between the Service Provider and PennDOT governance, with PennDOT executive leadership participation only for escalated issues as appropriate.

3 PennDOT Mainframe Services Governance

PennDOT provides overall leadership and coordination for the strategic governance of Mainframe Services. PennDOT will establish the operational governance model to provide the following oversight for Mainframe Services:

1. Define the strategic business direction of services.

2. Resolve business-critical issues escalated from PennDOT teams and customers.

3. Monitor implications of results for business performance.

4. Ensure strategic goals are achieved.

5. Approve changes to the governance decision-making framework for services.

6. Approve the addition or deletion of services.

7. Approve changes to the service delivery model.

8. Monitor service delivery and performance.

9. Resolve issues with broad enterprise financial implications.

10. Approve critical security or technology-related decisions.

11. Consult on the analysis of Customer Satisfaction Survey results and Action Plans.

12. Review and approve Service Levels, services, and performance reporting changes to align with business requirements.

4 PennDOT Governance Roles and Responsibilities

4.1 Performance Management

Role:

1. Ensure compliance with SMM processes.

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2. Conduct Deliverable review and approval.

3. Monitor RFS and Project Work Order management.

4. Perform project review and approval.

5. Facilitate oversight of security and architectural standards within solutions.

6. Ensure service quality is maintained and improved over time.

7. Review customer service satisfaction measurement results and analysis.

Responsibilities:

1. The initial point of contact for PennDOT on service issues.

2. The initial point of contact for Service Providers on delivery.

3. Monitor day-to-day delivery.

4. Implement and maintain a repository for all aspects of service delivery, SMMs, continuous improvement programs, performance improvement programs, and manage processes to track all improvement action items.

5. Monitor RFS and Project Work Order processes and approvals.

6. Oversee Incident and Problem Root Cause Analysis.

7. Ensure service delivery meets SLA requirements.

8. Develop performance improvement plans with the Service Provider.

9. Review and approve/deny Service Level exception requests and track SLA credits.

10. Review and recommend adjustments to Service Levels.

4.2 Contract Management

1. Service Provider onboarding.

2. Contract change management.

3. Service Provider correspondence.

4. Ensure compliance with contract requirements.

5. Ensure deliverables and obligations are timely.

6. Dispute resolution.

Responsibilities:

1. Provide active leadership to resolve contract issues and disputes.

2. Monitor and facilitate approvals of Service Provider’s deliverable commitments.

3. Ensure compliance with this contract's terms and conditions.

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4. Track and audit retained software license compliance.

5. As required, conduct benchmarks and analyze results.

6. Contract library administration.

7. Service Provider audit.

4.3 Financial Management

Role:

1. Ensure the integrity of the business model.

Responsibilities:

1. Overall financial planning, budgets, and reporting.

2. Perform monthly Service Provider invoice verification and dispute management.

3. Investigate variances in forecasted Service Provider expenses or usage.

4. Review business case for all special Projects and New Services.

5. Consumption management advisor.

4.4 Relationship Management

1. Coordinate program communications.

2. Oversight of customer satisfaction.

3. Foster a healthy relationship with the Service Provider to create value.

4. Liaison between agency leadership and Service Provider.

Service Provider Relationship Responsibilities:

1. Provide active leadership to resolve contract issues and disputes.

2. Assist with service escalation events.

3. Communicate service status, major changes, or improvements.

4. Facilitate educational materials and training on the services.

5. Facilitate the development and delivery of key messages for Service Providers.

6. Ensure that PennDOT understands Service Provider roles and behaviors required to sustain effective, long-term partnerships.

7. Oversee risk management program.

Customer Relationship Responsibilities:

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1. Customer advocate to ensure services meet expectations.

2. Stay informed on services, projects, and plans to meet customer objectives.

3. Service portfolio, capacity, and demand management

4. Manage Service Provider response to customer demand.

5. Monitor customer satisfaction and provide remediation through effective communication between PennDOT and the Service Provider.

4.5 Governance Meetings

PennDOT will establish and coordinate governing meetings with the Service Provider and facilitate meeting agendas, presentations, and notes. Regularly scheduled operational meetings may focus on service delivery, projects and project planning, finance, or other topics. The Service Provider shall participate in these meetings, produce reports, capture meeting minutes and may also be asked to research issues, make presentations, and complete follow-up action items.

The meeting cadence and agendas will be developed during the Transition period. The target meeting cadence will be weekly or monthly as needed, with topics including the following:

1. Service delivery and service level performance

2. Service improvement initiatives

3. Financial management and planning

4. Contract administration and Deliverables

5. Information Security

6. Customer Satisfaction

7. Request Management and escalations

8. Issues Management and escalations

9. Change Management and escalations

10. Service Management Manual currency

11. Solution Request management

12. Project management

PennDOT’s role includes interpreting this contract from the State’s perspective, executing contract oversight, sustaining governance processes, and promoting effective program communication.

PennDOT will serve as chair or co-chair on all governance teams, based on each team’s charter, with the responsibility to coordinate topics spanning multiple groups and facilitate the execution of decisions.

5 Service Provider Responsibilities

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To support the governance model, the Service Provider plays an essential role as a subject-matter expert in technology, solutions, and feasibility. This includes the following responsibilities:

1. Engage directly with PennDOT to resolve specific operational issues at the lowest level.

2. Assign empowered subject-matter experts to participate as requested in governance teams to resolve enterprise issues.

3. Research, as needed, and document the Service Provider perspective for issue-resolution papers.

4. Provide timely, accurate data, information, and responses to facilitate prompt issue resolution.

5. Enable and facilitate the use of the issue management process.

6. Participate in governance as the governance team charters require, identifying technical options for solving issues, participating in collaborative solution development, and providing the Service Provider’s technical and business perspective.

6 Escalations

As noted above, the governance model strives to resolve issues at the operational level. However, not all issues will be resolved at this level. Hence, the governance model includes an escalation process that promptly and efficiently routes the issue to the appropriate governance team for resolution.

After the PennDOT teams and Service Provider determine that an issue cannot be resolved at the local operational level, the issue is escalated to Governance, where PennDOT will further attempt to resolve it. If resolution is not reached quickly, then PennDOT determines the appropriate governance team or forum for resolution and coordinates with Governance to determine when the issue can be placed on the agenda.

PennDOT Governance coordinates with the Service Provider to complete the required documentation for PennDOT teams’ input on the process as follows:

1. PennDOT Governance team coordinates the distribution of the issue material with the meeting agenda.

2. Meeting agendas and associated material are distributed to participants in advance of the meeting in accordance with the SMM.

3. After the meeting, the PennDOT Governance team will document the decisions related to the issue.