Common use of Pricing Commitment Clause in Contracts

Pricing Commitment. (a) Service Provider's Charges to DIR for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state or local governmental or educational entities that would qualify as DIR Customers if included under this Agreement, for the same or substantially similar services provided at similar volumes. (b) At DIR's request, not more frequently than once in any rolling eighteen (18) month period (with the first assessment to be conducted no sooner than eighteen (18) months from the Effective Date), Service Provider will conduct a competitive price assessment. The assessment will first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) and then, assuming there are such agreements, will proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local Government, shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIR's approval of such plan. The provisions of S ection 9.9 shall not apply to the assessment conducted in accordance with Section 11.11. (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR may call such agreement to Service Provider's attention, and the Parties will discuss in good faith whether any adjustments are appropriate in the circumstances.

Pricing Commitment. (a) Service Provider's Charges to DIR for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state or local governmental or educational entities that would qualify as DIR Customers if included under this Agreement, for the same or substantially similar services provided at similar volumes. (b) At DIR's request, not more frequently than once in any rolling eighteen (18) month period (with the first assessment to be conducted no sooner than eighteen (18) months from the Effective Commencement Date), Service Provider will conduct a competitive price assessment. The assessment will first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) and then, assuming there are such agreements, will proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local Government, shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIR's approval of such plan. The provisions of S ection Section 9.9 shall not apply to the assessment conducted in accordance with Section 11.11. (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection Section 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-non- disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR may call such agreement to Service Provider's attention, and the Parties will discuss in good faith whether any adjustments are appropriate in the circumstances.

Pricing Commitment. (a) Service Provider's Charges to DIR for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state or local governmental or educational entities that would qualify as DIR Customers if included under this Agreement, for the same or substantially similar services provided at similar volumes. (b) At DIR's request, not more frequently than once in any rolling eighteen (18) month period (with the first assessment to be conducted no sooner than eighteen (18) months from the Effective Date), Service Provider will conduct a competitive price assessment. The assessment will first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) and then, assuming there are such agreements, will proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local Government, shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIR's approval of such plan. The provisions of S ection Section 9.9 shall not apply to the assessment conducted in accordance with Section 11.11. (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection Section 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR may call such agreement to Service Provider's attention, and the Parties will discuss in good faith whether any adjustments are appropriate in the circumstances.

Pricing Commitment. (a) Service Provider's Charges to DIR TxDOT for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state State governmental entities or local governmental or educational entities that would qualify as DIR Customers if included under this Agreementagencies, for the same or substantially similar services provided at similar volumes. (b) At DIRTxDOT's request, not more frequently than once in any rolling eighteen (18) 12 month period (with the first assessment to be conducted no sooner than eighteen (18) 12 months from the Effective Commencement Date), Service Provider will shall conduct a competitive price assessment. The assessment will shall first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) above and then, assuming there are such agreements, will shall proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR TxDOT from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b11.10(a) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local GovernmentPublic Sector, shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR TxDOT shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIRTxDOT's approval of such plan. The provisions of S ection Section 9.9 shall not apply to the assessment conducted in accordance with Section 11.11. (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR TxDOT becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR TxDOT may call such agreement to Service Provider's attention, and the Parties will shall discuss in good faith whether any adjustments are a competitive price assessment in accordance with Section 11.11(b) is appropriate in the circumstances.

Pricing Commitment. ‌ (a) Service Provider's Charges to DIR for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state or local governmental or educational entities that would qualify as DIR Customers if included under this Agreement, for the same or substantially similar services provided at similar volumes. (b) At DIR's request, not more frequently than once in any rolling eighteen (18) month period (with the first assessment to be conducted no sooner than eighteen (18) months from the Effective Date), Service Provider will conduct a competitive price assessment. The assessment will first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) and then, assuming there are such agreements, will proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local GovernmentExecutive Sponsor, shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIR's approval of such plan. The provisions of S ection Section 9.9 shall not apply to the assessment conducted in accordance with Section 11.11.with (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection Section 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-non- disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR may call such agreement to Service Provider's attention, and the Parties will discuss in good faith whether any adjustments are appropriate in the circumstances.

Pricing Commitment. (a) Service Provider's Charges to DIR for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state or local governmental or educational entities that would qualify as DIR Customers if included under this Agreement, for the same or substantially similar services provided at similar volumes. (b) At DIR's request, not more frequently than once in any rolling eighteen (18) month period (with the first assessment to be conducted no sooner than eighteen (18) months from the Effective Date), Service Provider will conduct a competitive price assessment. The assessment will first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) and then, assuming there are such agreements, will proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local GovernmentExecutive Sponsor, shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIR's approval of such plan. The provisions of S ection Section 9.9 shall not apply to the assessment conducted in accordance with Section 11.11.with (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection Section 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-non- disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR may call such agreement to Service Provider's attention, and the Parties will discuss in good faith whether any adjustments are appropriate in the circumstances.

Pricing Commitment. ‌ (a) Service Provider's Charges to DIR for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state or local governmental or educational entities that would qualify as DIR Customers if included under this Agreement, for the same or substantially similar services provided at similar volumesvolumes and total charges equal to or below that provided to DIR. (b) At DIR's request, not more frequently than once in any rolling eighteen twelve (1812) month period (with the first assessment to be conducted no sooner than eighteen (18) months from the Effective Date)period, Service Provider will conduct a competitive price assessment. The assessment will first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) and then, assuming there are such agreements, will proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local Government, Strategic Outsourcing shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIR's approval of such plan. The provisions of S ection Section 9.9 shall not apply to the assessment conducted in accordance with Section 11.11. (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection Section 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-non- disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR may call such agreement to Service Provider's attention, and the Parties will discuss in good faith whether any adjustments are appropriate in the circumstances.

Pricing Commitment. ‌ (a) Service Provider's Charges to DIR for Services to be provided under this Agreement shall be at least as low as Service Provider's lowest fees, under agreements entered into directly between Service Provider and other state or local governmental or educational entities that would qualify as DIR Customers if included under this Agreement, for the same or substantially similar services provided at similar volumes. (b) At DIR's request, not more frequently than once in any rolling eighteen (18) month period (with the first assessment to be conducted no sooner than eighteen (18) months from the Effective Commencement Date), Service Provider will conduct a competitive price assessment. The assessment will first identify whether there are any agreements between Service Provider and other entities meeting the criteria in subsection (a) and then, assuming there are such agreements, will proceed to assess the price competitiveness of this Agreement with up to three (3) such agreements selected by DIR from a list of candidates presented by Service Provider, taking into account the type of normalization factors referenced in Section 11.10(b) to ensure a like-for-like comparison. At the conclusion of the assessment, either (i) the Service Provider's Vice President, State and Local Government, shall verify that the assessment has been completed and no adjustment is required for the Charges to be brought in line with lower fees or (ii) Service Provider shall identify any relevant variance, offer a plan to enable Service Provider to reduce the Charges so that they are brought in line with the lower fees, and reduce such Charges prospectively from the date of verification of the relevant variance. DIR shall be allowed to review and approve such plan, which in all events shall implement the relevant Charges reductions no later than ninety (90) days from the date of DIR's approval of such plan. The provisions of S ection Section 9.9 shall not apply to the assessment conducted in accordance with Section 11.11. (c) In no event will Service Provider be required to adjust the Charges to an amount below the fully burdened costs to Service Provider's outsourcing services line of business in accordance with that line of business' standard approach for measuring the profit and loss associated with individual outsourcing contracts; provided that, in the event Service Provider seeks to use this provision as the basis upon which it maintains that no price adjustment is necessary, DIR may engage a third party auditor to confirm the accuracy of Service Provider's contention, and Service Provider shall provide such information as may be required for such auditor to substantiate Service Provider's contention, and absent such provision by Service Provider and substantiation by such auditor, Service Provider shall adjust the Charges as contemplated in this S ection Section 11.11. Service Provider shall not unreasonably object to the selection of the third party auditor and shall fully cooperate with such third party's efforts hereunder. The third party auditor shall execute a reasonable non-non- disclosure agreement as may be requested by Service Provider to allow such auditor to access materials reasonably required to conduct its verification function. Service Provider shall reimburse DIR its reasonable costs associated with such third party audit. (d) If DIR becomes aware of any agreement that it believes would appropriately be subject to the assessment described in this Section 11.11(b), DIR may call such agreement to Service Provider's attention, and the Parties will discuss in good faith whether any adjustments are appropriate in the circumstances.