MSA Template DIR-CPO-STS-609.docx

DIR Contract No. [●]

State of Texas Department of Information Resources

Shared Technology Services Program Managed Network Services (MNS) Master Services Agreement

DIR Contract No. DIR-[●] Between The State of Texas, acting by and through the Texas Department of Information Resources and

[VENDOR]

[DATE]

Contract Change Log Contract Change Log

CCR-000XXX

Table of DocumentsRequest For Offer

Master Services Agreement (MSA)

MSA Attachment 5: CJIS Security Addendum Exhibit 1 (Statement of Work (Exhibit 1 SOW))

Exhibit 2 (Financial Provisions and Pricing Requirements)

Master Services AgreementThis Master Services Agreement (this “Agreement”) is entered into as of the date of the last signature hereto (the “Effective Date”) by and between the State of Texas, acting by and through the Texas Department of Information Resources (“DIR”), with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and [VENDOR] (“Successful Respondent”), a [STATE OF FORMATION] [ENTITY] with a principal place of business at [●].

Introduction Provision, Performance, and Management by Successful Respondent Successful Respondent shall deploy, provide, perform, and manage the Services for DIR and DIR Customers in accordance with the SOW and this Agreement.

Rules of Construction The terms defined in this Agreement include the plural as well as the singular and the derivatives of such terms. “Article,” “Section,” “Subsection,” “Exhibit,” and “Attachment” references refer to articles, sections, and subsections of, and exhibits and attachments to, this Agreement. Unless otherwise expressly stated, the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection, Exhibit, Attachment, or other subdivision. The words "include" and "including" shall not be construed as terms of limitation. Unless otherwise modified, the words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year. The words “notice,” “notification,” and their derivatives mean communication in writing. References in this Agreement to any Law shall be to such Law in changed or amended form or to a newly adopted Law replacing a prior Law. All references to this Agreement shall include the Exhibits and Attachments to this Agreement unless otherwise provided.

Definitions and Rules of Construction Except as otherwise expressly provided in this Agreement, all capitalized terms used in this Agreement shall have the meanings ascribed to them in MSA, Attachment 1 (Definitions). Capitalized terms used in this Agreement but not defined in MSA, Attachment 1 (Definitions), of this Agreement shall have the meanings ascribed to them in ITIL conventions. Words having well-known technical or trade meanings, but not otherwise defined in MSA, Attachment 1 (Definitions) or in ITIL, shall be accorded such meaning unless expressly defined otherwise herein. Terms or phrases that are not capitalized are to be given their usual meaning.

Contract Documents

(a) This Agreement includes each of the Exhibits, Attachments, Appendices, and other documents attached to this Agreement which are hereby incorporated into and deemed part of this Agreement. Unless otherwise expressly stated, all references to this Agreement shall include the Exhibits, Attachments, Appendices, and other documents attached to this Agreement. A listing of Exhibits and Attachments is included in the table of contents. Unless otherwise expressly stated, references to specific Exhibits and Attachments include all numbered subsidiary Exhibits and Attachments (e.g., references to Exhibit 2 (Financial Provisions and Pricing Requirements) include not only the Exhibit, but also all attachments and appendices thereto unless otherwise specified).

(b) In the event of a conflict between or among the various documents comprising this Agreement, the following order of precedence will control (in descending order):

(i) Articles 1 through 15 of this Agreement;

(ii) All MSA Attachments;

(iii) Exhibit 1 (SOW);

(iv) Exhibit 2 (Financial Provisions and Pricing Requirements);

(v) Request for Offer DIR-CPO-STS-609 and any revisions or addenda thereto; and

(vi) The Response.

Term Initial Term The initial term of this Agreement shall commence as of 12:00:00 a.m., Central Time on the Effective Date and continue until 11:59:59 p.m., Central Time, on [DATE], unless this Agreement is terminated earlier as provided herein, in which case the initial term of this Agreement shall end at 11:59:59 p.m., Central Time, on the effective date of such termination (the “Initial Term”).

Extension DIR shall have the right to extend the term of this Agreement for optional extension periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) by giving notice to Successful Respondent no less than ninety (90) days prior to the expiration date of the Initial Term or the then-current Renewal Term. Such extension shall be on the terms and conditions of this Agreement that are then in effect. The exact period of a Renewal Term shall be specified in DIR’s notice of extension, provided that the total length of all Renewal Terms together shall not exceed four (4) years.

Services; Successful Respondent Responsibilities Overview Beginning on the Effective Date, Successful Respondent shall provide the Services to DIR, and, upon DIR's request, to DIR Customers and Authorized Users.

Service Management Manual Successful Respondent shall assist DIR in developing, maintaining, and regularly updating the SMM that will support governance of the Services. The structure of the SMM is established by the MSI.

Successful Respondent shall provide content for developing the SMM to support the performance of the Services by Successful Respondent as required in Attachment 1.1 (Service Level and Deliverable Matrix). The general content and organization of the SMM is described in Attachment 1.3 (SMM Content and Organization).

Operating Agreements During the Term, Successful Respondent shall enter into Operating Agreements (“OAs”) with the MSI and each of the SCPs, including future SCPs as directed by DIR. At a minimum, the OAs shall include the terms and conditions necessary to ensure the cooperation of the SCPs and the coordinated, efficient provision of the Services to DIR and DIR Customers. Successful Respondent shall maintain compliance with the OAs during the Term and the period of performance of any Termination Assistance Services.

Termination Assistance Services During the Term and for a reasonable period of time following the termination or expiration of this Agreement, upon the occurrence of an Assistance Event, Successful Respondent shall provide Termination Assistance Services to DIR, DIR Customers, and Authorized Users.

Notices Notification of Problems Successful Respondent shall provide to DIR written notice of any acts or omissions (whether by DIR, a DIR Customer, an SP, DIR Contractor, Successful Respondent, or any Third Party), any failure to perform any of each such party's obligations under this Agreement and any other events that may affect Successful Respondent’s performance of its obligations under this Agreement. Successful Respondent shall provide such written notice promptly after Successful Respondent first knew or should have known of such acts, omissions, failures, or other events. Such written notice shall describe in reasonable detail such acts, omissions, failures, or other events and the manner in which the foregoing may affect Successful Respondent’s performance.

Notification of Defaults Successful Respondent shall promptly notify DIR in writing of any breach, misuse, or fraud in connection with any Third Party Contract used in connection with the Services of which it becomes aware and shall cooperate with the other Party to prevent or stay any such breach, misuse, or fraud.

Notice of Adverse Impact If Successful Respondent becomes aware of any failure of Successful Respondent to comply with its obligations under this Agreement or any other situation (a) that has impacted or reasonably could impact DIR's or any DIR Customer's financial integrity or internal controls; the accuracy of DIR's or any DIR Customer's financial, accounting, or other records and reports; or compliance with DIR Rules or applicable Laws, or (b) that has had or reasonably could have any other material adverse impact on the Services or the operations of DIR or any DIR Customer(s), then, Successful Respondent shall immediately notify DIR in writing of such situation and the impact or expected impact. At DIR’s request, Successful Respondent shall meet with DIR to formulate an action plan to minimize or eliminate the impact of such situation.

Use of DIR Contractors DIR and DIR Customer Right of Use

(a) Notwithstanding anything to the contrary contained in this Agreement, Successful Respondent acknowledges and agrees that:

(i) this Agreement is not a requirements contract and DIR and DIR Customers shall not be required to obtain their requirements for any of the Services from Successful Respondent; and

(ii) Successful Respondent is not the exclusive provider to DIR or DIR Customers of any of the Services and DIR and DIR Customers may at any time themselves or through DIR Contractors provide or obtain any services (including services to supplement, replace, or render unnecessary the Services).

(b) Nothing in this Agreement shall be construed or interpreted as limiting DIR's right or ability to add or remove DIR Customers, or DIR's or any DIR Customer's right or ability during the Term to change requirements, move parts of Services in and out of scope, or to increase or decrease their demand for Services. To the extent DIR or a DIR Customer obtains from DIR Contractors, or provides to itself, any of the Services, the Charges, if any, shall be reduced in accordance with Exhibit 2 (Financial Provisions and Pricing Requirements), to the extent applicable. Or, to the extent that Exhibit 2 (Financial Provisions and Pricing Requirements) does not provide for such reduction, the Charges shall be reduced in proportion to the portion of the Services that Successful Respondent is not providing. Such adjustments shall include, if applicable, the unrecovered amounts set forth in Exhibit 2 (Financial Provisions and Pricing Requirements) in proportion to the portion of the Services that Successful Respondent is not providing, excluding any unrecovered amounts which have been incurred by Successful Respondent in good faith and with a reasonable expectation of providing the Services pursuant to this Agreement.

Successful Respondent Cooperation

(a) Successful Respondent shall perform the Services in a manner that shall not:

(i) disrupt or have an unnecessary adverse impact on the activities or operations of DIR, DIR Customers, or a DIR Contractor;

(ii) degrade the Services then being received by DIR or DIR Customers; or

(iii) disrupt or interfere with the ability of DIR or DIR Customers to obtain the full benefit of the Services.

(b) Successful Respondent acknowledges that its provision of the Services shall require significant cooperation with Third Parties, and Successful Respondent shall fully cooperate and work in good faith with Third Parties as described in this Agreement and to the extent otherwise requested by DIR. Such cooperation shall include providing:

(i) access to Successful Respondent Facilities (as necessary for DIR Contractors to perform their work);

(ii) access to Successful Respondent owned or leased Equipment and Successful Respondent owned or licensed Software (to the extent permitted under any underlying agreements with Third Parties);

(iii) such information regarding the operating environment, System constraints, and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for DIR Contractors to perform their work, including after expiration or termination of this Agreement; and

(iv) assistance to DIR Contractors to migrate to new solutions or to continue running existing solutions arising out of or relating to the Services provided by Successful Respondent, including following the expiration or termination of this Agreement.

DIR Rules/Employee Safety Compliance with DIR Rules In performing the Services and using the DIR Facilities, Successful Respondent shall observe and comply with all DIR Rules applicable at or to such DIR Facility or the provision of such Services. Successful Respondent shall be responsible for the promulgation and distribution of DIR Rules to Successful Respondent Personnel as and to the extent necessary and appropriate.

Safety and Health Compliance Successful Respondent and Successful Respondent Personnel shall familiarize themselves with the premises and operations at each DIR Facility and the DIR Rules applicable to each such DIR Facility. Successful Respondent and Successful Respondent Personnel also shall observe and comply with all DIR Rules with respect to safety, health, security, and the environment and shall take precautions to avoid injury, property damage, spills, or emissions of hazardous substances, materials, or waste, and other dangers to persons, property, or the environment. To the extent required by DIR, Successful Respondent Personnel shall receive and complete prescribed training prior to entering certain DIR Facilities.

Responsibility for Successful Respondent Personnel

(a) Successful Respondent Personnel shall be paid exclusively by Successful Respondent for all Services performed. Successful Respondent is responsible for and must comply with all requirements and obligations related to such Successful Respondent Personnel under applicable Laws, including minimum wage, social security, unemployment insurance, State and Federal income tax, and workers' compensation obligations.

(b) Successful Respondent, and not the State, DIR, or any DIR Customer, assumes sole obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed, all work to be performed by Successful Respondent Personnel under this Agreement and full responsibility for all acts omissions by Successful Respondent and by Successful Respondent Personnel associated or related in any manner with this Agreement, the Services, DIR Facilities, Successful Respondent Facilities, DIR Confidential Information, or Equipment, including acts and omissions constituting negligence, gross negligence, willful misconduct, or fraud.

(c) Successful Respondent agrees that any claim on behalf of any person arising out of employment, alleged employment, termination of employment, failing to employ, agency, or Subcontracts (including, but not limited to, claims of discrimination against Successful Respondent, its officers, or its agents or its Subcontractors) are the sole responsibility of Successful Respondent and are not the responsibility of DIR or any DIR Customer. Successful Respondent understands that any person who alleges a claim arising out of employment, alleged employment, termination of employment, failing to employ, agency, or Subcontract by Successful Respondent (including, but not limited to, claims of discrimination against Successful Respondent, its officers, or its agents or its Subcontractors) will not be entitled to any compensation, rights, or benefits from DIR or any DIR Customer (including, but not limited to, tenure rights; medical and hospital care; sick, annual, or vacation leave; severance pay; or retirement benefits).

(d) No Successful Respondent Personnel or Affiliate retained by Successful Respondent to perform work hereunder shall be deemed to be an officer, director, employee, agent, Affiliate, contractor, or subcontractor of the State, DIR, or any DIR Customer for any purpose.

Conduct of Successful Respondent Personnel Conduct and Compliance Successful Respondent Personnel shall:

(i) comply with applicable DIR Rules and other rules and regulations as further described in Section 4.7.1 Compliance with DIR Rules and Exhibit 1 (SOW), Article 5 Successful Respondent Personnel Requirements;

(ii) comply with requests of DIR or DIR Customers pertaining to personal and professional conduct;

(iii) attend workplace training offered by DIR or DIR Customers at DIR’s request; and

(iv) conduct themselves in a businesslike manner.

Identification of Successful Respondent Personnel Except as specifically authorized by DIR, all Successful Respondent Personnel shall clearly identify themselves as Successful Respondent Personnel and not as employees or representatives of the State, DIR, or any DIR Customer. This shall include all communications, whether oral, written, or electronic, unless and to the extent authorized by DIR in connection with the performance of specific Services. Each Successful Respondent Personnel shall wear a badge issued by DIR or the relevant DIR Customer indicating that he or she is a “contractor” when at a DIR Facility.

Restriction on Marketing Activity Except for marketing representatives designated in writing by Successful Respondent to DIR, no Successful Respondent Personnel shall conduct any marketing activities with respect to any services outside the scope of this Agreement to the State, DIR, or any DIR Customer at DIR Facilities.

CJIS Compliance; Background and Criminal History CJIS Compliance Successful Respondent shall ensure that all Successful Respondent Personnel assigned to perform the Services meet the FBI’s Criminal Justice Information Services (CJIS) compliance standards. Successful Respondent shall promptly remove and replace any Successful Respondent Personnel as necessary to ensure and maintain CJIS compliance. MSA Attachment 5, CJIS Security Addendum, is hereby incorporated by reference into this Agreement.

Background and Criminal History Successful Respondent shall ensure that the background and criminal history checks described herein are completed prior to allowing any Successful Respondent Personnel to perform the Services or access DIR Data, DIR Facilities, or the Systems of DIR or a DIR Customer. Successful Respondent shall ensure that such background and criminal history checks are completed annually thereafter. Background and criminal history checks shall be conducted by the Texas Department of Public Safety and the Texas Department of Criminal Justice pursuant to Section 411.1404, Texas Government Code, and then-current versions of the FBI CJIS Security Policy and the FBI CJIS Security Addendum. Successful Respondent shall comply with any additional background and criminal history checks required by DIR Customers. Successful Respondent shall be responsible for any costs associated with the background and criminal history checks described herein. Successful Respondent shall implement processes to facilitate timely submission, resolve such checks, and track all clearances using the tools and systems provided by the MSI.

Substance Abuse To the extent permitted by applicable Laws, Successful Respondent shall immediately remove (or cause to be removed) any Successful Respondent Personnel known to engage or reasonably suspected of engaging in substance abuse while at any DIR Facility, in a DIR or DIR Customer vehicle, or while performing Services. In the case of reasonable suspicion, such removal shall be pending completion of an investigation by Successful Respondent. Substance abuse includes the sale, attempted sale, possession, or use of illegal drugs, drug paraphernalia or alcohol, or the misuse of prescription or non-prescription drugs.

Union Agreements Successful Respondent shall provide DIR not less than ninety (90) days’ notice of the expiration of any collective bargaining agreement with unionized Successful Respondent Personnel if the expiration of such agreement or any resulting labor dispute could potentially interfere with or disrupt the activities or operations of DIR or a DIR Customer or impact Successful Respondent’s ability to timely perform its duties and obligations under this Agreement.

Change Control Compliance with Change Control Procedures In making any change in the standards, processes, procedures, and controls or associated technologies, architectures, standards, products, Materials, Equipment, Systems, or services provided, operated, managed, supported, or used in connection with the Services, the Parties shall comply with the change control procedures specified in the SMM (“Change Control Procedures”). At a minimum, the SMM will address DIR approval rights and procedural requirements, including, but not limited to, impact assessment, cost, and operational comparison analysis, and testing.

Financial Responsibility for Changes Without limiting DIR’s right of approval under Section 4.13.3 DIR Approval – Material Changes, unless otherwise set forth in this Agreement or otherwise expressly approved by DIR, Successful Respondent shall bear all charges, fees, and costs associated with any change desired by Successful Respondent, including all charges, fees, and costs associated with:

(i) the design, installation, implementation, testing, and rollout of such Change;

(ii) any modification of, enhancement to, or substitution for, any impacted processes or associated Materials, Equipment, System, or Services;

(iii) any increase in the cost to DIR or DIR Customers of operating, maintaining, or supporting any impacted processes or associated Materials, Equipment, System, or Services; and

(iv) subject to Exhibit 2 (Financial Provisions and Pricing Requirements), any increase in Resource Unit usage resulting from such change.

DIR Approval – Material Changes

(a) Except upon first obtaining express written approval by DIR, which approval DIR may withhold in its sole discretion, Successful Respondent shall not make any of the following changes (“Material Changes”) to the Services:

(i) increase DIR's total cost of receiving the Services;

(ii) require material changes to or have an adverse impact on DIR's or any DIR Customer's operations, facilities, processes, systems, software, utilities, tools, or equipment (including those provided, managed, operated, supported, or used on their behalf by DIR Contractors);

(iii) require DIR or any DIR Customer to install, at their cost or expense, a new version, release, Upgrade of, or replacement for any Software or Equipment or to modify any Software or Equipment;

(iv) have an adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality, or resource efficiency of the Services;

(v) have an adverse impact on the cost, either actual or planned, to DIR of terminating this Agreement, in whole or in part, or on DIR's rights to insource or use Third Parties;

(vi) have an adverse impact on DIR's or any DIR Customer's environment (including its flexibility to deal with future changes, interoperability, and stability);

(vii) introduce new technology to:

A. DIR’s or any DIR Customer’s environment or operations; or B. Successful Respondent’s environment to the extent that such introduction has or may have an adverse impact on DIR’s or any DIR Customer’s environment;

(viii) have an adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality, cost, or resource efficiency of DIR's Retained Systems and Processes; or

(ix) violate or be inconsistent with DIR Rules or any Strategic Plan.

(b) If Successful Respondent desires to make a Material Change, it shall follow the procedure to request such change as provided in the SMM.

Information for Exercise of Strategic Authority In order to facilitate DIR’s strategic control pursuant to Section 4.13 Change Control, Successful Respondent shall provide DIR with such information as DIR shall require prior to making any proposed change. Such information shall include, at a minimum, a description of the proposed rights of DIR and DIR Customers with respect to ownership and licensing (including any related restrictions) relating to such Materials, Equipment, or other technology. Such description shall include the license fees, maintenance fees, or purchase or lease terms (if any) for use of such Materials, Equipment, or other technology by DIR, DIR Customers, and their designees upon termination or expiration of this Agreement or the completion of Termination Assistance Services and any limitations or conditions on such use.

Temporary Emergency Changes Notwithstanding the foregoing, Successful Respondent may make temporary changes required by an emergency if it has been unable to contact the Designated DIR Representative to obtain approval after making reasonable efforts. Successful Respondent shall document and report such emergency changes to DIR not later than the next DIR Business Day after the change is made. Such changes shall not be implemented on a permanent basis unless and until approved by DIR.

Implementation of Changes Successful Respondent shall schedule and implement all changes so as not to:

(i) disrupt or have an unnecessary adverse impact on the activities or operations of DIR, DIR Customers, or a DIR Contractor;

(ii) degrade the Services then being received by DIR or DIR Customers; or

(iii) disrupt or interfere with the ability of DIR or DIR Customers to obtain the full benefit of the Services.

Access to Specialized Successful Respondent Skills and Resources Upon DIR’s request, Successful Respondent shall provide DIR and DIR Customers with prompt access to Successful Respondent’s services, Successful Respondent Personnel, and resources pertaining to standards, processes and procedures, and associated software, equipment, and systems on an expedited basis, taking into account the relevant circumstances (the “Specialized Services”). The Parties acknowledge that the provision of such Specialized Services may, in some cases, constitute New Services for which Successful Respondent is entitled to additional compensation, but in no event shall Successful Respondent be entitled to any additional compensation for New Services under this Section unless the DIR Statewide Technology Services Vendor Management Director and Successful Respondent Account Manager, or their authorized designees, expressly agree upon such additional compensation.

Subcontractors Use of Subcontractors

(a) Successful Respondent shall not subcontract any of its responsibilities under this Agreement without DIR's prior written approval, which may be withheld in DIR's sole discretion. Prior to entering into a subcontract with a Third Party for the Services, Successful Respondent shall:

(i) give DIR reasonable prior notice of the Subcontract (no less than thirty (30) days), with such notice to include:

A. the components of the Services affected;

B. the scope of the proposed Subcontract;

C. the identity and qualifications of the proposed Subcontractor;

D. the reasons for subcontracting the work in question;

E. the location of the Subcontractor facilities from which the Services shall be provided;

F. the extent to which the Subcontract shall be dedicated; and G. Subcontractor's willingness to grant the rights described in Exhibit 1 (SOW), Section 10.2 Termination Assistance Services and Article 8 Materials.

(ii) ensure that the provisions of Article 9 Representations, Warranties, and Covenants are imposed in each Subcontract and agree that each such representation, warranty, and covenant shall be fully applicable with respect to Successful Respondent and each Subcontractor;

(iii) obtain for DIR the licenses described in Article 8 Materials; and

(iv) provide a copy of the entire and complete proposed Subcontract (other than charges thereunder, except to the extent such charges are the basis on which Charges are based), allowing DIR to disclose the Subcontract during future procurements. Alternatively, if Successful Respondent is unable to provide DIR with a copy of the Subcontract, Successful Respondent may request, and DIR may choose to allow, in its sole discretion, submission of a detailed description of the scope and material terms (other than pricing terms) of the proposed Subcontract.

(b) An entire and complete copy of the Subcontract includes any contract that Successful Respondent considers an enterprise agreement such that Successful Respondent utilizes the Subcontract for Successful Respondent’s other customers in addition to DIR and DIR Customers. A list of Subcontractors that DIR has approved as of the Effective Date is found in the Subcontracting Plan, and the Parties acknowledge that such Subcontractors are approved to perform the Services to the extent described in the SMM pursuant to the Subcontracts previously provided to DIR.

Right to Revoke Approval DIR may revoke its prior approval of a Subcontractor and direct Successful Respondent to replace any Subcontractor as soon as possible at no additional cost to DIR if the Subcontractor's performance is materially deficient or if there are other reasonable grounds for removal. Except as provided herein, Successful Respondent shall have a reasonable opportunity to investigate DIR's concerns, correct the Subcontractor's deficient performance and provide DIR with a written action plan to assure that such deficient performance shall not recur. If DIR is not satisfied with Successful Respondent’s efforts to correct the Subcontractor's deficient performance or to prevent its recurrence, Successful Respondent shall, as soon as possible, remove and replace such Subcontractor. DIR may request immediate removal of a Subcontractor in the event that any breach described in Section 14.1.1 By DIR or Section 14.9 Absolute Right is attributable to such Subcontractor or if such Subcontractor becomes the subject of or party to a criminal indictment or conviction (whether or not such indictment or conviction directly impacts the provision of the Services). Successful Respondent shall continue to perform its obligations under this Agreement, notwithstanding the removal of the Subcontractor. DIR shall have no responsibility for any termination charges or cancellation fees that Successful Respondent may be obligated to pay to a Subcontractor due to the removal of such Subcontractor at DIR's request or the withdrawal or cancellation of the Services then performed by such Subcontractor.

Subcontracts with Successful Respondent Affiliates Successful Respondent may subcontract certain Successful Respondent obligations under this Agreement to Successful Respondent’s Affiliates and, without limiting the provisions of Section 14.3 Termination Upon Successful Respondent Change in Control and Section 15.1 Delegation of Authority, DIR hereby approves such Subcontracts, provided that Successful Respondent shall:

(a) provide DIR with prior notice of any such Subcontract; and

(b) deliver to DIR a copy of the entire and complete Subcontract, allowing DIR to disclose the Subcontract during future procurements.

Successful Respondent Responsibility

(a) Unless otherwise approved by DIR, the terms of any Subcontract, including those described in Section 4.15.3 Subcontracts with Successful Respondent Affiliates, must be sufficient to enable Successful Respondent to perform all of its responsibilities and comply with all of its obligations under this Agreement, including the following:

(i) confidentiality and intellectual property obligations;

(ii) obtaining for DIR, DIR Customers, and their designees the rights described in Exhibit 1 (SOW), Section 10.2 Termination Assistance Services;

(iii) obtaining for DIR, DIR Customers, and their designees the licenses described in Article 8 Materials;

(iv) DIR’s approval rights (which must apply directly to the Subcontractor);

(v) compliance with DIR Rules, Strategic Plans, and applicable Laws;

(vi) audit rights as described in Section 6.1 Audit Rights;

(vii) Key Personnel;

(viii) insurance coverage as described in MSA, Attachment 3 (Insurance and Risk of Loss), with coverage limits consistent with the scope of the work to be performed by such Subcontractors;

(ix) obtaining for DIR and DIR Customers the rights specified in Section 4.15.1 Use of Subcontractors.

(b) For purposes of this Agreement, services, functions, and responsibilities performed by Subcontractors (including their personnel) shall be deemed Services performed by Successful Respondent; the obligations of Successful Respondent hereunder related to such performance shall be deemed applicable to Subcontractors as if expressly so provided herein; and references to Successful Respondent in this Agreement (including references to a “Party” constituting references to Successful Respondent) shall include Subcontractors. Successful Respondent shall be DIR's sole point of contact regarding the Services, including with respect to payment. Notwithstanding the terms of the applicable Subcontract, the approval of any Subcontractor by DIR, or the availability or unavailability of Subcontractor insurance, Successful Respondent shall be and remain responsible and liable for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Successful Respondent under this Agreement to the same extent as if such failure to perform or comply was committed by Successful Respondent or Successful Respondent Personnel.

Subcontracting Plan Successful Respondent shall use commercially reasonable efforts to select subcontractors for the performance of the Services in accordance with DIR Rules. A revised Subcontracting Plan approved by DIR shall be required before Successful Respondent can engage additional Subcontractors in the performance of the Agreement. A revised Subcontracting Plan approved by DIR shall be required following removal by Successful Respondent of Subcontractors currently engaged in the performance of the Agreement.

Retained Systems and Processes No Adverse Effect Except upon express written approval by DIR, Successful Respondent shall not, by any act or omission:

(a) adversely affect or alter the functionality, interoperability, performance, accuracy, speed, responsiveness, quality, cost, or resource efficiency of DIR's Retained Systems and Processes without the prior consent of DIR; or

(b) require changes to DIR’s Retained Systems and Processes, including associated processes, applications, systems, software, utilities, tools, or equipment, without the prior consent of DIR.

Interface Successful Respondent shall ensure that the processes, Systems, Software, and Equipment used by Successful Respondent to provide the Services interface and integrate with DIR’s Retained Systems and Processes.

Assistance As part of the Services, Successful Respondent shall provide DIR (upon DIR's written request) with Services in relation to DIR’s Retained Systems and Processes, including liaising with DIR or Third Parties regarding the impact of any alterations to DIR’s Retained Systems and Processes and vice versa.

Monitoring Tools As requested by DIR, Successful Respondent will provide DIR and its designee access for audit or operational reporting, online view, and notification components of any measurement and monitoring tools used by Successful Respondent in connection with its delivery of the Services. Each such tool must be approved by DIR prior to implementation.

Required Consents Successful Respondent Responsibility At no additional cost to DIR, Successful Respondent shall undertake all administrative activities necessary to obtain all Required Consents. At Successful Respondent's request, DIR shall cooperate with Successful Respondent in obtaining the Required Consents by executing appropriate DIR-approved written communications and other documents prepared or provided by Successful Respondent. The Parties shall cooperate in minimizing or eliminating any costs associated with obtaining Required Consents.

Financial Responsibility Except to the extent expressly provided otherwise herein or in Attachment 2.2 (Financial Responsibility Matrix), Successful Respondent shall pay all transfer, re-licensing, and termination charges, and other costs or expenses associated with obtaining any Required Consents or terminating any licenses or agreements as to which Successful Respondent is unable to obtain such Required Consents.

Alternative Arrangements If, despite using commercially reasonable efforts, Successful Respondent is unable to obtain a Required Consent, then with respect to DIR and DIR Customer licensed Third Party Materials, Successful Respondent shall implement an alternative, reasonably satisfactory to DIR, that may include:

(a) replacing the DIR or DIR Customer license for such Third Party Materials with a Successful Respondent license;

(b) replacing such Third Party Materials with other Materials…