Commuter rail operating agreement
Project” has the meaning set out in Section 2 (Project Development; Guidelines) of Schedule 3.16
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Project” has the meaning set out in Section 2 (Project Development; Guidelines) of Schedule 3.16 (Information Technology Requirements).
“SOW” has the meaning set out in Section 2 (Project Development; Guidelines) of Schedule 3.16 (Information Technology Requirements).
“Version” means an issuance of Software within the Commuter Rail IT Environment that provides Error Corrections, minor updates or improvements. A Version is typically identified by the numeral to the right of the decimal point (e.g., 3.1).
The Commuter Rail IT Environment is a core component of the Commuter Rail Services. The Operator shall be responsible for all facets of the Commuter Rail IT Environment, ranging from: (i) assuming responsibility for certain Relevant Baseline IT Assets; (ii) integrating Operator-Proposed IT Components and the Operator-Provisioned IT Environment into the Commuter Rail IT Environment; and (iii) providing all related operations, support and maintenance, security, training and other related services. This Schedule 3.16 (Information Technology Requirements) provides detail on the Operator's obligations with respect to the Commuter Rail IT Environment and the MBTA Internal IT Environment. Additional details are set out throughout this Agreement including, but not limited to, Schedule 3.15 (Intellectual Property; Ownership), Schedule 3.17 (IT Security) and Schedule 3.18 (Service Level Agreement and Service Credits).
Except as otherwise defined in context, capitalized terms used in this Schedule 3.16 (Information Technology Requirements) have the meanings set out in (i) Schedule 1 (Definitions), or (ii) Appendix 1 (Definitions) to Schedule 3.15 (Intellectual Property; Ownership).
Except for Operator IT staff (covered by the bid price included in the Financial/Price Proposal), all costs that the Operator incurs to fulfill its IT obligations relating to the Commuter Rail IT Environment shall consist of either IT Mobilization Costs (as defined below) or IT Operations and Maintenance Costs (as defined below). Costs associated with the Operator's efforts during the Mobilization Period to ensure that the Commuter Rail IT Environment complies with the specifications by the Agreement Services Commencement Date shall be paid pursuant to Section 7 (Operator's Costs for Mobilization Services) of Schedule 3.12 (Mobilization) to this Agreement (the "IT Mobilization Costs"). All costs that the Operator directly incurs to fulfill its IT obligations relating to the Commuter Rail IT Environment after the Agreement Services Commencement Date (collectively, the "IT Operations and Maintenance Costs") shall be treated as an allowance pursuant to Schedule 7.1 (Fees) to this Agreement. By way of example, and not limitation, IT Operations and Maintenance Costs include costs associated with license, maintenance, support and subscription agreements related to the Commuter Rail IT Environment and costs associated with IT Training Services. Notwithstanding anything to the contrary, IT Changes shall be handled pursuant to Section 7.12 (Change Control and Configuration Management) of this Schedule 3.16 (Information Technology Requirements) and Operator-Proposed IT Components shall be handled pursuant to Section 3.4 (Operator-Proposed IT Components) of this Schedule 3.16 (Information Technology Requirements).
All IT Operations and Maintenance Costs shall be applied against the allowance at the Operator's cost on a pass through basis, and the Operator shall not be entitled to impose a surcharge or markup on the IT Operations and Maintenance Costs.
Under no circumstance shall either the IT Mobilization Costs or the IT Operations and Maintenance Costs include amounts incurred by, or imposed on, the Operator related to penalties, damages, or costs resulting from the Operator's failure to fulfill its obligations under this Agreement, non-performance or other breach of this Agreement or applicable law, and the Operator shall be solely responsible for these amounts.
The MBTA acquired the Relevant Baseline Software and Relevant Baseline IT Infrastructure (collectively, the “Relevant Baseline IT Assets”) in connection with its historical operation of the Commuter Rail System. As set out in further detail in this Section 2 (Baseline IT Environment) of this Schedule 3.16 (Information Technology Requirements), the MBTA shall provide the Operator with access to and control of certain portions of the Relevant Baseline IT Assets for the Operator’s use in connection with its provision of the Commuter Rail IT Environment and the Commuter Rail Services. In addition, the Operator shall be obligated to provide all IT Services for the Relevant Baseline IT Assets as further described herein. For the avoidance of doubt, such obligations include the Operator's obligation to maintain such assets in a state of good repair.
The MBTA has obtained rights in various Software applications that the current operator uses to provide services in connection with the Commuter Rail System (the “Relevant Baseline Software”). A list of current Relevant Baseline Software is included on Appendix 1 (Relevant Baseline Software) to this Schedule 3.16 (Information Technology Requirements). Appendix 1 (Relevant Baseline Software) to this Schedule 3.16 (Information Technology Requirements) also includes a high level description of required functionality for certain software within the Commuter Rail IT Environment (the “Functionality Description”). The Functionality Description supplements, and does not replace or supersede, other required IT functionality for the Commuter Rail IT Environment contemplated in the Agreement. In the event of a conflict between the Functionality Description and any other IT requirements established pursuant to this Agreement, the Proposer shall notify the MBTA, specify the requirement(s) that maximize performance, function and security, and the MBTA shall determine which controls.
The MBTA has obtained rights in various portions of IT Infrastructure that the current operator uses to provide services in connection with the Commuter Rail System (the “Relevant Baseline IT Infrastructure”). For the avoidance of doubt, such obligations include the Operator’s obligation to maintain such assets in a state of good repair, the MBTA’s reasonable expectations and to otherwise ensure that the Commuter Rail IT Environment meets the Service Levels set out in Schedule 3.18 (Service Level Agreement and Service Credits) and otherwise performs as contemplated under the Agreement.
Subject to Section 2.5 (MBTA Provision of Relevant Baseline IT Assets) of this Schedule 3.16 (Information Technology Requirements), and unless the MBTA approves of the replacement of a component of the Relevant Baseline IT Assets with an Operator-Proposed IT Component pursuant to this Schedule 3.16 (Information Technology Requirements), the Operator shall fully integrate the Relevant Baseline IT Assets, and all legacy data available in the Relevant Baseline IT Assets, into the Commuter Rail IT Environment prior to the Agreement Services Commencement Date and ensure no interruption in the continuity of operations during the transition from the current operator to the Operator.
The Operator’s use of the Relevant Baseline IT Assets (and legacy data available in the Relevant Baseline IT Assets) as contemplated under this Schedule 3.16 (Information Technology Requirements) is contingent upon the MBTA obtaining sufficient rights in the Relevant Baseline IT Assets in order grant the necessary rights to the Operator (the “Baseline IT Asset Usage Rights”). The MBTA shall make a reasonable effort to secure the Baseline IT Asset Usage Rights prior to the Mobilization Period. Notwithstanding anything to the contrary, the Operator shall be solely responsible for ensuring that it has sufficient rights in the Relevant Baseline IT Assets in order to integrate and use the same in the Commuter Rail IT Environment as contemplated under this Agreement. The Operator further acknowledges and agrees that it is accepting the Relevant Baseline IT Assets (if any) on an as-is and as available basis, and that the MBTA makes no representations or warranties regarding the Relevant Baseline IT Assets including, but not limited to, their condition, functionality or suitability. For the avoidance of doubt, such obligations include the Operator’s obligation to maintain such assets in a state of good repair.
The Parties recognize that some portion or all of the Operator-Provisioned IT Environment might provide cost-savings, increased functionality, or other efficiencies. The Operator shall inform the MBTA of the Operator-Provisioned IT Environment before the Agreement Services Commencement Date.
The Operator shall be responsible for providing all IT Services relating to the Relevant Baseline IT Assets throughout the Term of the Agreement (the “Operator IT Continuation Services”). Notwithstanding anything to the contrary, the Operator acknowledges and agrees that the Operator IT Continuation Services applies to the Baseline IT Environment in effect on the Agreement Services Commencement Date, and as the same may be changed throughout the Term including, but not limited to, as a result of Updates, IT Changes and other modifications to the Baseline IT Environment, Commuter Rail IT Environment or MBTA Internal IT Environment.
Prior to the Agreement Services Commencement Date, and throughout the Term of the Agreement, the MBTA expects both the Commuter Rail IT Environment and MBTA Internal IT Environment to change in response to technological advances, process revisions, new regulatory obligations and other unanticipated developments that could benefit the Commuter Rail System. This Section 3 (New IT Component Environment) of this Schedule 3.16 (Information Technology Requirements) and related provisions in the Agreement sets out various processes to better ensure the Commuter Rail IT Environment’s flexibility through the introduction of new Software and IT Infrastructure components as well as revisions to existing components of the Commuter Rail IT Environment.
Throughout the Term, the Operator shall be obligated to integrate into the Commuter Rail IT Environment new Software, IT Infrastructure, systems, capabilities, services or processes identified by the MBTA (each, an “Other MBTA-Designated IT Component”). The Operator shall adopt and support Other MBTA-Designated IT Components as set out below. As part of its obligation in operating Commuter Rail IT Environment, the Operator shall be entitled to and, upon the MTBA’s reasonable request, be obligated to provide input and guidance with respect to Other MBTA-Designated IT Components. Subject to Section 2 (Minor Other MBTA-Designated IT Components) of this Schedule 3.16 (Information Technology Requirements), the parties shall address any revisions to Service Levels based on an Other MBTA-Designated IT Component pursuant to the IT Change process set out in Section 12 (Change Control and Configuration Management) of this Schedule 3.16 (Information Technology Requirements). Notwithstanding anything to the contrary, in no event shall the Operator impede the process or execution of the MBTA’s efforts with respect to Other MBTA-Designated IT Components. By way of clarification, and not limitation, the IT Change Control Board shall have no authority to reject an Other MBTA-Designated IT Component.
Where an Other MBTA-Designated IT Component does not require material changes in the Operator's labor requirements or does not result in other material changes to the Commuter Rail IT Environment (including any components covered by a Service Level), the Operator shall promptly support such Other MBTA-Designated IT Component, in the same manner that the Operator supports and interacts with the Commuter Rail IT Environment in place immediately before the applicable Other MBTA-Designated IT Component.
Where an Other MBTA-Designated IT Component presents a significant and material impact on the operations, labor force or other aspects of the Operator's performance, such Other MBTA-Designated IT Component shall be handled under the IT Change process set out in Section 12 (Change Control and Configuration Management) of this Schedule 3.16 (Information Technology Requirements).
The MBTA shall be entitled, in its discretion and at its expense (and in accordance with applicable law), to install or require the Operator to install monitoring and other compliance-assurance devices in the Commuter Rail IT Environment and with respect to the Commuter Rail Services generally (each, a “Compliance-Assurance Device”). The Operator shall obtain necessary consents from its personnel (and its subcontractors) to permit such activities; provided such activities comply with applicable law. In the event of a Persistent Failure of a Service Level that is measurable by a Compliance-Assurance Device, at the MBTA's option, the Operator shall be responsible for the costs of such Compliance-Assurance Device (and associated labor) that are installed to monitor compliance with such Service Level.
Throughout the Term, the Operator shall be entitled to submit to the MBTA for consideration Software, IT Infrastructure or IT Services that it believes, in respect to performance, functionality, ease-of-operation and ease-of-maintenance, is equivalent or superior to applicable Software, IT Infrastructure or IT Services within the Commuter Rail IT Environment (each, an “Operator-Proposed IT Component”). When submitting an Operator-Proposed IT Component, the Operator shall detail: (i) how the Operator-Proposed IT Component is equivalent or superior to the current component within the Commuter Rail IT Environment; (ii) changes or revisions to the Commuter Rail IT Environment that would be necessitated should the MBTA approve the Operator-Proposed IT Component; (iii) costs associated with the Operator-Proposed IT Component as well as savings to the MBTA in connection with adopting the Operator-Proposed IT Component; (iv) whether the Operator-Proposed IT Component constitutes Mission Critical or Mission Support material; (v) an SOW; and (vi) any other information that the Operator believes to be of use to the MBTA during its evaluation of the Operator-Proposed IT Component (each, an “Operator Component Proposal”).
The Operator shall submit all Operator Component Proposals to the IT Change Control Board for evaluation. The IT Change Control Board shall review and evaluate each Operator Component Proposal and provide a decision whether to accept the proposed Operator-Proposed IT Component; provided, however, that the IT Change Control Board shall have no obligation to accept an Operator-Proposed IT Component and its rejection of the same shall not remove or otherwise reduce the Operator's obligations under this Agreement. Once accepted, the Operator shall proceed as set out in the applicable Operator Component Proposal and comply with the PMI Guidelines and ITIL standards outlined in this Schedule 3.16 (Information Technology Requirements).
The Operator shall be responsible for providing all IT Services relating to the New IT Assets throughout the Term of the Agreement (the “New IT Services”). The Operator acknowledges and agrees that the New IT Services applies to the New IT Assets in effect on the Agreement Services Commencement Date, and as the same may be changed throughout the Term including, but not limited to, as a result of Updates, IT Changes and other modifications to the New IT Component Environment, Commuter Rail IT Environment or MBTA Internal IT Environment. Notwithstanding anything to the contrary, the Operator shall be solely responsible for the installation, integration, configuration, texting, training, support and maintenance and all other services related to the New IT Component Environment (including, but not limited to, those portions integrated into the Commuter Rail IT Environment throughout the Term).
In addition to the Baseline IT Environment and New IT Component Environment, the Operator shall be responsible for providing all Software and IT Infrastructure necessary or advisable for the operation of the Commuter Rail IT Environment and provision of the Commuter Rail Services. The Operator-Provisioned IT Environment shall include all hardware, software, applications, firmware, desktops, smartphones, tablets, personal data assistants, smart devices for conductor use, tablet devices and other mobile devices, servers, network, network devices, security processes, IT appliances, the digital repository set out in Section 7.14.3 (Digital Repository) of this Directory: uploadedfiles -> Business Center -> Bidding and Solicitations uploadedfiles -> Corbicula an annotated bibliography 1774 2005 uploadedfiles -> Harold j. Brody, md uploadedfiles -> Kerry B. Dumbaugh uploadedfiles -> Executive Summary uploadedfiles -> Board meeting of march 3, 2010 uploadedfiles -> University of north florida facilities inventory validation uploadedfiles -> Duplin county Bidding and Solicitations -> Commuter rail service improvement plan Download 2.72 Mb. Share with your friends:
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