Mainframe Services

MST Attachment E

Form of Work Order

RFP 3525R03

MST Attachment D: Form of Work Order Page 2 of 8

Table of Contents 1 Structure 2 Definitions and Interpretation 3 Term 4 Work Order Planning 5 Compensation 6 Termination Rights Form of Work Order (SAMPLE) 1 Definitions 2 Work Order

2.1 Scope

2.2 Work Order Staffing

2.3 Work Order Fees and Expenses

2.4 Changes

3 Assets

3.1 PennDOT Equipment or Software

4 Term

4.1 Work Order Term

4.2 Commencement Date

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1 Structure

This Attachment E (Form of Work Order) is intended as a framework for establishing Work Orders. The Parties shall not have any obligations under this Attachment E (Form of Work Order) except with respect to specific agreed upon Work Orders. This Attachment E (Form of Work Order) and each Work Order are hereby incorporated into and made part of the Contract and include and are governed by the terms of the Contract.

Each Work Order shall include, to the extent appropriate, (i) the information described in the form of Work Order attached hereto; and (ii) additional provisions applicable to the Work Order not otherwise set forth in this Attachment E (Form of Work Order) or the Contract.

2 Definitions and Interpretation

Defined terms used in this Attachment E (Form of Work Order) and the applicable Work Order shall have the meanings set forth in Exhibit 1.1 (Definitions) to the Contract, unless otherwise defined in this Attachment E (Form of Work Order), or the applicable Work Order.

3 Term

The term of each Work Order shall commence on the date set forth therein (the “Work Order Effective Date”) and shall continue until the expiration date set forth in the Work Order (which if not specified, shall be the date all Services and Work Product under such Work Order are complete, including warranty Services), unless such Work Order is terminated earlier in accordance with the terms of this Attachment E (Form of Work Order), the Contract, or the applicable Work Order (the “Work Order Term”).

4 Work Order Planning

Each Work Order shall list the milestones relating to Service Provider’s obligations under such Work Order and the Deliverables to be completed by Service Provider. The Work Order shall specify any Critical Deliverable Credits or payments associated with the successful completion of each milestone or Deliverable in accordance with its acceptance criteria. The acceptance process for milestones and Deliverables is set forth in MST Section 3.5 Acceptance.

A project plan shall be attached to each Work Order (“Work Order Plan”). The Work Order Plan shall describe Service Provider’s overall approach, including: (i) the overall design, methodology, steps, construction, validation, testing, and/or implementation processes; (ii) major activities and schedules for each phase or release; and (iii) any modified timeframes relating to acceptance testing and completion, as further described in MST Section 3.6 Projects. Each Work Order Plan must be approved by PennDOT and Service Provider. Service Provider shall have those additional Work Order responsibilities set forth in MST Section 3.6 Projects.

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Service Provider shall permit PennDOT the option to interview and approve Service Provider lead positions on all Work Orders (Work Order Managers, technical leads).

5 Compensation

Payment shall be tied to Deliverable completion as applicable in the Work Order. The payment schedules for a specific Work Order shall be set forth in the applicable Work Order. All Work Order Fees shall be reported in accordance with MST Section 11 Invoicing and Payment.

All fees and expenses (if any) to be invoiced in accordance with Exhibit 4.3 (Form of Invoice).

Unless expressly specified in the Work Order, there are no additional or other fees or expenses to be paid by PennDOT that are applicable to Service Provider’s performance of its obligations and the provision of the Services and Deliverables under such Work Order.

6 Termination Rights

PennDOT may terminate a Work Order at any time. Upon receipt from PennDOT of notice of termination, Service Provider shall not undertake any new work relating to the terminated Work Order and Service Provider shall cooperate with PennDOT, as reasonably requested by PennDOT, to wind-down all work under the terminated Work Order. In no event shall PennDOT be obligated to compensate Service Provider for any work under a Work Order that has not been performed as of the effective date of such termination or, if applicable, the end of any Termination Assistance Period, or for any subsequent phases of such Work Order or related Work Orders, regardless of whether work under such subsequent phases or Work Orders has been scheduled.

At PennDOT’s request, Service Provider shall deliver to PennDOT any and all Deliverables existing as of the effective date of termination or the end of any Termination Assistance Period, whichever is later. The Parties’ respective ownership and license rights to Deliverables shall be governed by MST Article 13 Materials.

Service Provider shall, upon PennDOT’s request, provide Termination Assistance Services (as described in this contract). The provisions of MST Section 3.3 Termination Assistance Services shall apply in the event of the termination or expiration of a Work Order including, for the avoidance of doubt, the termination rights provisions in MST Article 19 Termination of this contract.

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Form of Work Order (SAMPLE)

This Work Order no. [x.x] (“Work Order”) is made and entered into as of the [__] day of [________], 20[_] (the “Work Order Effective Date”) by and between the Pennsylvania Department of Transportation (“PennDOT”), and [Service Provider] (“Service Provider”) (together, the “Parties”).

This Work Order is issued under and subject to the Contract dated as of [ ] between Service Provider and PennDOT (as the same may be amended from time to time in accordance with its terms, the “Contract”), the terms of which are incorporated herein by reference.

By signing this Work Order, you represent that this Work Order was made in compliance with the Contract and that the price has been determined fair and reasonable.

NOW THEREFORE, in consideration of the premises and mutual consents set forth below, the Parties hereby agree as follows.

1 Definitions

Capitalized terms used herein and not otherwise expressly defined shall have the respective meanings assigned to them in Exhibit 1.1 (Definitions) of the Contract.

[Define any additional terms for this Work Order here if necessary.]

2 Work Order

2.1 Scope

The scope of the Work Order consists of:

(a) [Insert Work Order activities and scope.]

(b) [Describe the Services to be provided and specify any PennDOT responsibilities and any additional standards, policies, or procedures with which Service Provider must comply.]

(c) [Specifications.]

(d) [List any milestones, Deliverables, and/or reports to be completed, if any.]

(e) [List Deliverable Acceptance Criteria PennDOT will use to validate Acceptance of

Deliverables; Acceptance Criteria must be specific, measurable, achievable, relevant and time-bound.]

(f) [Work Order Plan, detailing tasks and start and finish dates for each task.]

(g) [Work Order schedule.]

(h) [Work Order location – list the PennDOT Facilities and/or Service Provider Facilities where Services are to be performed.]

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(i) [Preexisting works / Third-Party products to be used, if any.]

(j) [Identity of Work Order manager; identity / role of other key consultant personnel.]

(k) [Testing requirements and acceptance testing criteria.]

(l) [Other required resources and estimated related charges.]

(m) [Required documentation or training, and the Party providing such documentation or training.]

(n) [Equipment, Software, or other items required.]

(o) [Other respective responsibilities of the Parties]

(p) [Service Levels, if any.]

(q) [Any Permitted Subcontractors that will perform Services under this Work Order, together with the type of Services to be performed.]

(r) [Any specific Termination Assistance Services to be provided.]

2.2 Work Order Staffing

Service Provider will submit a cost estimation with detail by skill set description established in Exhibit 4.1 (Pricing Structure), volumes, and associated rates for the Work Order in accordance with Exhibit 4.0 (Business Model).

2.3 Work Order Fees and Expenses

Pursuant to Exhibit 4.1 (Pricing Structure), Service Provider estimates that its Fees for the Services during the Work Order Term, estimated at __ hours, are $_____________, plus all applicable taxes (the “Work Order Fees”).

The Work Order Fees shall be invoiced in accordance with the terms of the Contract.

2.4 Changes

Either PennDOT or Service Provider may request a Change to the scope or manner of provision of the Services under this Work Order subject to the Change Control Procedures. This Work Order may only be amended by an instrument in writing to be executed by the Parties or their successors or assignees.

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3 Assets

3.1 PennDOT Equipment or Software

If applicable and if agreed to by the Parties, PennDOT shall provide Service Provider with the Equipment or Software specified below for the purpose of performing the Services.

Quantity Description of Consumer Equipment or Software

4 Term

4.1 Work Order Term

The Work Order Term shall commence as of 12:00:01 a.m., Eastern Time on the Work Order Effective Date and continue until 11:59:59 p.m., Eastern Time, on [________, 20[__]] unless extended by mutual agreement of the Parties or terminated in accordance with the terms of the Contract, in which case the Work Order Term shall end at 11:59:59 p.m., Eastern Time, on the effective date of such termination or the date to which this Work Order is extended.

4.2 Commencement Date

For the purposes of this Work Order, the Work Order Commencement Date shall be [________, 20[__]].

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, the Parties have caused this Work Order to be executed by their respective duly authorized representatives as of the Work Order Effective Date.

PennDOT Service Provider

By: _________________________________ By:_________________________________

Title:________________________________ Title:_______________________________

Date:________________________________ Date:_______________________________