Appendix (SS) <PPP Project Name> Service Level Agreement between <Sponsor Agency> & < The Private Partner> Prepared By: Document Version: Date: <Author> <N.N> <Month, Year> <PPP Project Name> 1 TEMPLATE INTRODUCTION This template is made to help complete the cycle of contract preparation and management in the PPP projects to be carried out by the e-Government of Saudi Arabia. Service Level Agreements (SLA) is considered an important attachment or a separate document to PPP projects. All clauses in the contract that encourages a performance and service level management schemes will have a reference in this Agreement. Service Level Agreement 2 <PPP Project Name> TABLE OF CONTENTS 1 TEMPLATE INTRODUCTION..........................................................................................................2 2 INTRODUCTION ...................................................................................................................................4 2.1 2.2 2.3 2.4 2.5 PURPOSE AND OBJECTIVES .................................................................................................................4 PARTIES TO THE AGREEMENT..............................................................................................................4 COMMENCEMENT DATE ........................................................................................................................4 DURATION OF THE AGREEMENT ..........................................................................................................5 DEFINITIONS ........................................................................................................................................5 3 PERIODIC REVIEW .............................................................................................................................6 4 SERVICES DESCRIPTIONS .............................................................................................................7 5 AGENCY RESPONSIBILITIES ........................................................................................................8 6 PRIVATE PARTNER RESPONSIBILITIES ................................................................................9 7 SERVICE MANAGEMENT................................................................................................................. 10 7.1 7.2 7.3 7.4 SERVICE AVAILABILITY ....................................................................................................................... 10 SERVICE MAINTENANCE ..................................................................................................................... 10 SERVICE MEASUREMENT..................................................................................................................... 11 SERVICE REPORTING .......................................................................................................................... 12 8 SUPPORTING DOCUMENTATION .............................................................................................. 15 9 AGREEMENT APPROVAL ................................................................................................................ 18 LIST OF TABLES Table Table Table Table Table Table Table Table 1: 2: 3: 4: 5: 6: 7: 8: Service Descriptions Agency Responsibilities Private Partner Reponsibilities Service Availability Service Maintenance Service Measurement Service Reporting Supporting Documentation Service Level Agreement 7 8 9 10 11 12 13 15 3 <PPP Project Name> 2 INTRODUCTION 2.1 PURPOSE AND OBJECTIVES < The SLA should contain a brief statement on the purpose and objectives of the Agreement being drawn up between the two parties. The drawing up of a detailed SLA achieves a number of objectives: It defines the terms and basis under which the Services will be delivered. It states how the Service performance levels will be measured. It specifies the Services to be delivered. > Example This Agreement outlines the terms and conditions under which the Private Partner will provide specified Services (collectively referred to as “the Services”) to the Agency and the Public. The objective is to provide a basis and framework for the delivery of high quality services that meet the needs of the Agency. 2.2 PARTIES TO THE AGREEMENT <It is necessary to identify the parties involved in this Agreement along with their addresses.> Example This Agreement is made between [specify name of Private Partner], duly organized under the laws of --- under Commercial Registration No. ----, (hereinafter referred to as “the Private Partner”) of [specify address of Private Partner], and [specify name of Agency] (hereinafter referred to as “the Agency” of [specify address of Agency]. 2.3 COMMENCEMENT DATE <It is necessary to specify the commencement date of this Agreement as this is the effective date of the legal Agreement between both parties. This date is usually the same as the commencement date specified in the PPP Contract.> Example This Agreement will commence on [specify commencement date]1. 1 The SLA commencement date is usually the same as the commencement date of the PPP Contract. Refer to the PPP Contract for further details. Service Level Agreement 4 <PPP Project Name> 2.4 DURATION OF THE AGREEMENT <This section of the Agreement shall specify the duration of this Agreement and is usually the same as in the PPP Contract.> Example This Agreement shall commence on the Service Commencement Date and ends on the earlier of the [Specify Expiry Date as in the PPP Contract] or termination in accordance with Section 9. 2.5 DEFINITIONS <It is necessary for the terms used in the Agreement to be clear to prevent any misunderstandings. The terms and their definitions shall be negotiated and agreed upon between both parties.> Service Level Agreement 5 <PPP Project Name> 3 PERIODIC REVIEW < This section of the Agreement shall specify the periodic reviews and amendments to this Agreement, who updates the document and where is the document stored/located.> Example This Agreement is valid from the Signature Date2 of the PPP Contract and is valid until the Expiry Date or the Early Termination Date of the PPP Contract whichever is earlier3. This Agreement should be reviewed a minimum of [once] per year; however, in lieu of any review in any period, this Agreement shall remain in effect. The Business Relationship Manager is responsible for facilitating regular reviews of this Document. Content of this Agreement maybe amended or modified as required provided mutual agreement is obtained from all signatories. This Agreement will be posted to [specify a location, either electronic or a facility] and will be made accessible to all Stakeholders. 2 Refer to the PPP Contract for the definitions and clauses related to the Contract Duration and Signature Date. 3 Refer to the PPP Contract for the Contract Duration Clause. Service Level Agreement 6 <PPP Project Name> 4 SERVICES DESCRIPTIONS < This section of the Agreement shall provide a full description of the Services provided by the Private Partner to the Agency. This should include all specific activities that will be required to properly implement the Agreement including how specific services are to be provided, resource requirements, adhering to the defined schedule of activities and all service delivery processes used/supported by the Private Partner.> Example Ref. No. 1. Service Name Description Call Center For handling all inbound calls from the Public regarding the services Specifications The Call Center shall accept calls 24 hours a day, 7 days a week The Call Center shall support two languages: Arabic and English Table 1: Service Descriptions Service Level Agreement 7 <PPP Project Name> 5 AGENCY RESPONSIBILITIES <This section of the Agreement shall specify the responsibilities of the Agency in support of this Agreement.> Example Agency Responsibilities Periodic reviews of the services Preparing the services needed and their general specifications .. .. Table 2: Agency Responsibilities Service Level Agreement 8 <PPP Project Name> 6 PRIVATE PARTNER RESPONSIBILITIES <This section of the Agreement shall specify the responsibilities of the Private Partner in support of this Agreement.> Example Private Party Responsibilities Delivering the Services as specified in this Agreement Reporting on any service breaches. .. .. Table 3: Private Partner Reponsibilities Service Level Agreement 9 <PPP Project Name> 7 SERVICE MANAGEMENT < This section of the Agreement shall specify the Service Availability, Maintenance, Measurement, and Reporting> 7.1 SERVICE AVAILABILITY < This section shall specify and agree the availability of required services. Availability can be specified as percentage of time or as a period which is free from operational failures. This section shall specify clearly the availability specification for all Services as mentioned in Clause 5: Services Descriptions, and may be broken down by application, environment or categories specific to Agency requirements or Private Partner constraints > Example A good example is to specify this section in a table format where each service is assigned an operational period as agreed between the Parties or each service is assigned a percentage. Service Name Call Center Availability Period 24x7 Maintenance Window 2 hours every Thursday Availability (%) Restrictions Table 4: Service Availability 7.2 AVAILABILITY RESTRICTIONS < This section of the Agreement shall document specific times the Private Party requires service restrictions. These restrictions include provisions for normal system maintenance and details of unscheduled system downtime.> Example Availability restrictions specific to the Services covered under this Agreement are as follows: [Holiday and Weekend Schedule] [Scheduled Maintenance Windows] [Unscheduled Maintenance Windows] [Back up Window] Service Level Agreement 10 <PPP Project Name> 7.3 SERVICE MAINTENANCE < This section of the Agreement shall specify the Maintenance Windows for all services if applicable. To meet the Service Level expectations, maintenance is a must procedure. Maintenance will sometimes render the service unavailable to the public. It is a good practice to agree on these Maintenance Windows in the SLA as not to count them as unavailability.> Example It is a good practice to specify for each service a table that sets out the maintenance periods. The periods can be specified as days, weeks, or months. This depends actually on the service itself and the need for maintenance. Time Saturda y Sunda y Begi n End Monda y 2:00 am 4:00 am Tuesda y Wednesda y Thursda y Frida y Table 5: Service Maintenance 7.4 SERVICE MEASUREMENT < This section shall establish the measurements to be used to make sure the optimal provision of services. Measurements can be defined in terms of service availability (i.e. uptime), service performance (i.e. throughput, response time) and service quality (i.e. number of unscheduled outages, customer surveys).> Service Level Agreement 11 <PPP Project Name> Example Service Metric Definition Baseline Low Performance Average Wait Period at service centers, peak hours This is the time period waited by citizens to get served at service centers in peak hours of the day This is the time period waited by citizens to get served at service centers at non-peak hours of the day < 15 min 15 – 25 min < 12 min > 30 min < 1 min 0 – 3 min No waiting > 2 min Average Wait Period at service centers, non-peak hours High Breach Performance Table 6: Service Measurement 7.5 SERVICE REQUESTS < This section of the Agreement shall establish the response by the Private Partner to the Agency based on an request submitted by the Agency. Reference to the service support policies, processes and related procedures may be included. Specific incident and/or request parameters, thresholds and/or samples may be inserted here for additional clarification. > Example: In support of services outlined in this Agreement, the Private Partner will respond to service related incidents and/or requests submitted by the Agency within the following time frames: One (1) hour (during business hours) for issues classified as Critical. Two (2) hours (during business hours) for issues classified as High priority. Four (4) hours (during business hours) for issues classified as Medium priority. Eight (8) hours (during business hours) for issues classified as Low priority. Service Level Agreement 12 <PPP Project Name> Twenty Four (24) hours (during business hours) for a general service Request. 7.6 SERVICE REPORTING < This section of the Agreement shall specify the reporting needed by the Private Partner to the Agency. Reporting is necessary to make sure that agreed service levels are maintained. These reports must align with the service measurements set forth described section 7.4 above and support these measurements. All recipients and responsible parties should be outlined with contact information.> Example Report Name Report Description Report Interval Recipient Service Level Agreement Monitoring Report This report shows the number of breaches for the Call Center service monthly Call Center Manager Table 7: Service Reporting The following are responsible for the deployment and ongoing support of this agreement: (contact information may include E-mail address, phone number, support line, pager, etc.) Contact Person [Name] [Name] [Name] [Name] Service Level Agreement Title / Role [Title / Role] [Title / Role] [Title / Role] [Title / Role] Contact Information [Contact Information] [Contact Information] [Contact Information] [Contact Information] 13 <PPP Project Name> 7.7 SERVICE LEVEL CREDITS <This section of the Agreement relates to the failure of the supplier/the basic partner to meet service levels which have been monitored and measured under the SLA, providing the customer a credit or rebate (“Service Credits”) if the supplier fails to meet certain defined thresholds. The Service Credits which are calculated by reference to the supplier's charges for providing the Service. However, Service Credits play a significant role in encouraging the right behavior between parties. If the service credits are set too low, the customer is likely to become frustrated by the basic partner/the supplier's failure to perform and to look for opportunities to terminate. If they are too high then the supplier might become overly focused on performing to the “letter of the contract”, rather than providing an overall service. The most rational approach is for service credits to be negotiated by reference to the risk and responsibility apportioned between the parties, rather than by reference to the basic partner/the supplier's profit. > 7.8 SERVICE CONTINUITY MANAGEMENT <This section of the Agreement contains service recovery plans and related details if required. This section should identify the requirements of Service Continuity Management including the time frame for restoring key business functions and the timeframe for restoring all business function.> Service Level Agreement 14 <PPP Project Name> 8 SUPPORTING DOCUMENTATION < This section of the Agreement shall specify the documentation that is associated with this Agreement.> Example Documentation Description PPP Contract This is the main Contract to which this SLA is associated with. Table 8: Supporting Documentation Service Level Agreement 15 <PPP Project Name> 9 TERMINATION < This section of the Agreement addresses provisions to define the events that will trigger termination, other than termination of the PPP Contract in accordance with Section 2.4. For example, a persistent failure to meet the service levels over a period of time will give rise to a right of termination. It is common for services contracts to include a right of termination for “material” breach, however, this term is not always easy to define and may not introduce the level of certainty required. A “material breach” is subjective and will depend upon the terms and duration of the agreement, the nature and consequences of the breach and the factual background. It is likely that a “material” breach is something less than a repudiatory breach (giving rise to a right of termination under the general law) but, in the absence of a contractual definition, the materiality of a breach is difficult to measure. This will need to be negotiated on a case by case basis based on the relevant PPP Contract. > Service Level Agreement 16 <PPP Project Name> 10 GENERAL PROVISIONS <This section of the Agreement encompasses standard terms and provisions which shall be included in each Agreement and are not subject to change. (a) Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision hereof. (b) Entire Agreement. This Agreement, together with the PPP Contract, represents the entire agreement of the parties with respect to the subject matter hereof and any other previous understanding, commitments, or agreement, oral or written, between the Agency and the Private Partner with respect to the subject matter hereof. (c) Notices. Any notices given hereunder shall be given pursuant to and as provided in the PPP Contract. (d) Waiver. No failure by either party to insist upon the strict performance of any covenant, term or condition of this Agreement, or to exercise any right or remedy, shall constitute a waiver of such right or remedy on any subsequent occasion. (e) Governing Law. The validity, construction, scope and performance of this Agreement shall be governed by the laws of the Kingdom of Saudi Arabia, exclusive of its choice of law provisions. (f) Amendments. This Agreement may not be amended except in writing executed by duly authorized representatives of both the Agency and the Private Partner. (g) Assignment. This Agreement may not be assigned by either party except in connection with and under the circumstances permitted under the PPP Contract. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and permitted assigns. (h) Counterparts. This Agreement may be signed in one or more counterpart copies, all of which together shall constitute one Agreement and each of which shall constitute an original.> Service Level Agreement 17 <PPP Project Name> 11 AGREEMENT APPROVAL <This section is the last section of the Agreement and it includes the signatories and date for each signatory.> Example __________________________ Agency deputy __________________________ Private Partner deputy Service Level Agreement _____________________ Date Date _____________________ 18