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Statement of Work for Personal Services Contracts Oregon Department of Transportation Procurement Office April 17, 2012 Slide 1.

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Presentation on theme: "Statement of Work for Personal Services Contracts Oregon Department of Transportation Procurement Office April 17, 2012 Slide 1."— Presentation transcript:

1 Statement of Work for Personal Services Contracts Oregon Department of Transportation Procurement Office April 17, 2012 Slide 1

2 Introductions Your name Where you work What types of projects you manage Slide 2

3 Training Outline General info about Statement of Work Overview of development and review process Contract writing style Guidelines for developing a Statement of Work Resources Slide 3

4 General Information about Statement of Work Slide 4

5 Trade Services Personal Services ODOT procures a variety of things Goods

6 Personal Services A&E Related Services Non-A&E Types of Personal Services Slide 6 A&E

7 Scope of Work Statement of Work (SOW) Slide 7

8 Whats the difference? Scope of Work An idea or concept A range of services and deliverables Defines the parameters of what could be included Statement of Work A document Heart of the contract; explains the deal Specifies details about the commitments: –To provide Services –To prepare Deliverables –To solve a problem Slide 8

9 Why is this important to know? Slide 9

10 RFP Scope of Work Project Specific Contract Amd Slide 10

11 RFP Scope of Work PA Scope of Work WOC Scope of Work WOC Amd Slide 11

12 Amending a Contract (when under DAS authority) To amend a contract: Must be within Scope of Work Either stated as an Anticipated Amendment or within limits for Unanticipated Amendment Contract with SOW Amd 1 with SOW Amd 2 with SOW

13 Unanticipated Amendments Cumulative amount of unanticipated amendments cannot exceed 20% of original contract amount. If exceeds 20% of original contract amount, must meet criteria in OAR and be approved in writing by ODOTs Designated Procurement Office or DAS Chief Procurement Officer.

14 Amendments Contract Anticipated Amendments –Development –Implementation –Training –Increase Term –Increase NTE Amount Unanticipated Amendments Anticipated Amendments identified in the Contract

15 Amendments Contract Anticipated Amendments –Development –Implementation –Training –Increase Term –Increase NTE Amount Unanticipated Amendments Amendment #1 Add SOW for Development Increase Term Increase NTE Amount Amendment #2 Add a subconsultant to Contract

16

17 Where to include a SOW Project Specific Contract Request for Proposal ODOT RFP CONTRACT Slide 17

18 Menu of Services Statement of Work Request for Proposal Price Agreement Work Order Contracts Work Order Contract Slide 18

19 Statement of Work can also be used in… Intergovernmental Agreements Direct Appointment Contracts Sole Source Contracts Amendments Slide 19

20 Believe it or not… Even though youve used the same consultant on similar projects in the past and they know what they are doing, it is still important to have a well written Statement of Work that clearly explains the deal. Slide 20

21 Write for all Potential Audiences Consultants Oregon Dept of Transportation Dept of Administrative Services Department of Justice Secretary of State Politicians Court Public Slide 21

22 Legal Sufficiency Requirements per OAR Applies to RFP, Contracts, and Amendments Do not fragment services into separate contracts to avoid requirements Must be legally sufficient regardless of contract amount Slide 22

23 DOJ Video Legal Sufficiency Review Slide 23

24 Well-written Statement of Work Meets legal sufficiency requirements Clearly assigns obligations and responsibilities Clearly describes requirements and expectations Defines deliverables and delivery schedule Slide 24

25 Well-written Statement of Work Identifies acceptance criteria Minimizes risk of interpretation errors Ties deliverables to consultant payments Enough detail to adequately administer it to a success outcome Withstands changes in staffing Slide 25

26 Statement of Work Development Process OPO DOJ SOW Slide 26

27 Cast of Characters Contract Administrator (often Project Manager) Price Agreement Administrator Subject-matter experts Project stakeholders ODOT Procurement Office Dept of Administrative Services (DAS/SPO) Department of Justice attorneys Federal Highway Administration or Federal Transit Administration Consultant Slide 27

28 Consultants Contributions Prior to Consultant Selection –Request for Proposal, however Consultant ineligible to compete for contract After Consultant Selection –Project Specific Contract –Work Order Contract –Direct Appointment Contract –Sole Source Contract –Amendments Slide 28

29 Contract Administrator DOJ PA Administrator Stakeholders Subject-Matter Experts Developing the RFP or Contract ODOT Procurement Office Consultant When over $150,000 Slide 29

30 Contract Administrator DOJ PA Administrator Stakeholders Subject-Matter Experts RFP and Contracts for IT ODOT Procurement Office Consultant When over $150,000 Slide 30 IT Procurement & Asset Management

31 Contract Writing Style Slide 31

32 One should aim not at being possible to understand, but at being impossible to misunderstand. ~ Marcus Fabius Quintilian

33 Write Clearly and Concisely Clear language Clear authority Well Organized Plain Language Slide 33

34 Clear Language Avoid ambiguous language Consistent use of defined terms Define abbreviations and acronyms Slide 34

35 Avoid Ambiguous Language Ambiguous language are words or phrases with more than one interpretation. Words or phrases such as: we they our assist help work with acceptable reasonable best efforts Industry standards Slide 35

36 Avoid Ambiguous Language Ambiguous: We shall attend the Technical Advisory Committee meeting to present the draft survey findings. Slide 36

37 Avoid Ambiguous Language Ambiguous: We shall attend the Technical Advisory Committee meeting to present the draft survey findings. Instead of using they, we or our… assign responsibilities to either Consultant or Agency. Revised: Consultant shall attend the Technical Advisory Committee meeting to present the draft survey findings. Slide 37

38 Avoid Ambiguous Language Ambiguous: Consultant shall assist ODOT with stakeholder interviews. Slide 38

39 Avoid Ambiguous Language Ambiguous: Consultant shall assist ODOT with stakeholder interviews. Instead of using assist or help… define the activities that consultant shall do to assist or help ODOT. Revised: Consultant shall develop a questionnaire. Consultant shall conduct and fully document 15 face-to-face interviews with Project Stakeholders identified by Agency. Slide 39

40 Avoid Ambiguous Language Ambiguous: Consultant shall work with ODOT staff to present results of Noise Study to the Noise Review Board. Slide 40

41 Avoid Ambiguous Language Ambiguous: Consultant shall work with ODOT staff to present results of Noise Study to the Noise Review Board. Instead of using work with… specify activities consultant shall do to work with ODOT. Revised: Consultant shall prepare presentation material that summarizes Noise Study results. Consultant shall print copies of presentation material for public distribution. Slide 41

42 Avoid Ambiguous Language Ambiguous: Consultant shall revise the Draft Memo into an acceptable Final Memo. Slide 42

43 Avoid Ambiguous Language Ambiguous: Consultant shall revise the Draft Memo into an acceptable Final Memo. Instead of using acceptable… specify requirements or standards that must be met to be acceptable. Revised: Consultant shall revise the Draft Memo to prepare a Final Memo that incorporates Agencys edits and comments. Slide 43

44 Avoid Ambiguous Language Ambiguous: Consultant shall use their best efforts to obtain 50% survey response rate. Slide 44

45 Avoid Ambiguous Language Ambiguous: Consultant shall use their best efforts to obtain 50% survey response rate. Instead of using reasonable or best efforts… describe the level of detail or amount of effort required to comply with reasonable or best efforts. Revised: Consultant shall send initial survey to target businesses. If less than 50% response received in two weeks, Consultant shall send the same survey to the businesses who did not respond to the initial survey. Slide 45

46 Avoid Ambiguous Language Ambiguous: Final Plans must comply with industry standards for culvert design. Slide 46

47 Avoid Ambiguous Language Ambiguous: Final Plans must comply with industry standards for culvert design. Instead of using industry standards… determine if there are written standards and incorporate them by reference. Revised: Final Plans must comply with FHWA Highway Design Standards (HDS) 5: Hydraulic Design of Highway Culverts. Slide 47

48 Consistent Terminology Use the same term consistently throughout the document Use the same terms as defined in the Contract or Agreement –Consultant or Contractor –Agency or ODOT –City, County or other defined term –Project Slide 48

49 Consistent Terminology Using multiple terms for the same thing is a common error which can lead to problems: Implementation Project Status Report Project Status Report Status Report Interchange Area Management Plan Area Management Plan the Plan Slide 49

50 Consistent Terminology Abbreviations & Acronyms Shortening long phrases can make the Statement of Work easier to read and helps with consistency –Commercial Off the Shelf Training (COTS Training) –Interchange Area Management Plan (IAMP) –Memorandum of Traffic Study Findings (Technical Memo #1) Slide 50

51 What does this acronym mean? PR Define all acronyms used in your Statement of Work Slide 51

52 Consistent Terminology Abbreviations & Acronyms Use abbreviations or acronyms for phrases that occurs multiple times. Dont use abbreviation or acronym for phrase that only occurs once or twice; instead spell it out each time. Slide 52

53 Abbreviations & Acronyms First occurrence in the body of the SOW: Spell out the phase followed by the abbreviation or acronym within parenthesis. –Consultant shall prepare a Field Management Plan (Memo #2) that describes in detail the procedure for… –Agency may initiate Oregon Highway Plan (OHP) policy amendments to ensure… Slide 53

54 Defining Acronyms Subsequent occurrences in the SOW: Use just the abbreviation or acronym –Memo #2 must include three performance measures for each … –Review and provide comments on draft OHP policy amendment #… Slide 54

55 Abbreviations & Acronyms Can also define abbreviations and acronyms in a list or table for easy reference List of Acronyms ACT – Area Commission on Transportation FHWA – Federal Highway Administration DAS – Department of Administrative Services OHP – Oregon Highway Plan PR – Preliminary Report TAC – Technical Advisory Committee Slide 55

56 Write Clearly and Concisely Clear language Clear authority Well Organized Plain Language Slide 56

57 Clear Authority Write in active voice Assign responsibility Its ODOTs contract Slide 57

58 Active Voice Sentence Structure Subject Action Object Consultant shall revise Tech Memo #1. Slide 58

59 Active Voice Sentence Structure Subject Action Object Consultant shall revise Tech Memo #1. Actor Action Receiver (Result) Slide 77

60 Passive Voice Sentence Structure Tech Memo #1 will be revised. Object Action Who will revise Tech Memo #1? Slide 78 When you properly assign responsibility, that automatically sets up the sentence to be in active voice.

61 Another Example Passive voice: A GAP Analysis Report will be prepared. Object Action Active voice: Consultant shall prepare a GAP Analysis Report. Subject Action Object

62 Assign Responsibility Clearly assign responsibility for each activity: Consultant shall… (Required) Consultant may… (Optional) Agency will…. (Required, but with wiggle room) Tech Memo #1 must… (Required) Slide 79

63 Responsibilities and Level of Effort Define task responsibilities for both parties; ODOT and Consultant When using Fixed Price compensation, define level of effort that is agreed-to between ODOT and Consultant for the task, activity or deliverable.

64 Its ODOTs Contract! ODOT has the burden of responsibility to clearly ask for what we expect. If the contract doesnt clearly represent what ODOT expects: –Deliverables may not meet ODOTs needs. –May have to amend the contract and pay more to have Consultant redo deliverables. –Hard to justify additional costs for existing work. Slide 80

65 If it goes to Court? If its not in the contract, it cant be enforced. Courts tend to favor the Consultant if there is an ambiguous Statement of Work and the Consultants interpretation is reasonable. Slide 81

66 Write Clearly and Concisely Clear language Clear authority Well Organized Plain Language Slide 82

67 Organization Shorten overlong sentences Use numbered or bulleted lists Arrange in logical order Use headings Proper grammar and punctuation Slide 83

68 Shorten Overlong Sentences Break into several short sentences, or convert to a numbered outline or bulleted list, such as: Consultant shall: 1.1 Attend Project Team Meeting. 1.2 Present options with outline of advantages and disadvantages of each option. 1.3 Present Consultants recommendation for the best option. Slide 84

69 Organize the Statement of Work Use headings to organize SOW into sections A. Project Description and Overview of Services B. Acronyms and Definitions C. Standards and General Requirements D. Review, Comment and Schedule Overview E. Format Requirements F. Tasks, Deliverables and Schedule Slide 85

70 Organize the Statement of Work Number and name each task and subtask Organize tasks and activities within tasks in logical order; –Grouped –Sequential –Chronological Either include deliverables and due dates with appropriate task or in separate table. Slide 86

71 Number Task & Subtasks Example Task 1 –Pedestrian and Bicycle Arterial Crossings 1.1 Consultant shall prepare a Professional Literature Review Report (Literature Report). Literature Report must include: Pedestrian Safety Plan Recommendations regarding threshold distance Deliverables: Literature Report must be submitted to Agency in electronic format no later than May 5, Slide 87

72 Grammar and Punctuation Use spell check; but dont rely on it. Have someone else proofread. After multiple revisions, re-read the whole document. Check resources for grammar and punctuation guidelines. Slide 88

73 Grammar and Punctuation For assistance with correct grammar and punctuation, check online resources such as: –The Blue Book of Grammar and Punctuation –Grammarly Handbook Slide 89

74 Clear Language Clear Authority Well Organized Slide 90

75 Write Clearly and Concisely Clear language Clear authority Well Organized Plain Language Slide 91

76 Plain Language ORS requires all state agencies to prepare public communications in language that is as clear and simple as possible. –Required for written documents produced for purposes of communicating with public Chapter 142 Oregon Laws 2007 –HB 2702: an Act relating to written documents

77 Plain Language Preliminary Plan for Implementing Plain Language (HB 2702) –Written document not well defined; Agencies should assume it covers all written materials, including those presented on agency Web pages. –HB 2702 specifies additional standards for written documents

78 Plain Language Standards A document meets the plain language standard if it, whenever possible: –Uses everyday words that convey meanings clearly and directly; –Uses the present tense and the active voice; –Uses short, simple sentences;

79 Plain Language Standards (continued) –Defines only those words that cannot be properly explained or qualified in the text; –Uses type of a readable size; and –Uses layout and spacing that separates the paragraphs and sections of the document from each other.

80 Guidelines for Developing a Statement of Work Slide 80

81 Basic Components of a Statement of Work Contact Information Scope of Work, Background and Purpose Definitions and Acronyms Tasks and Deliverables Schedule of deliverable due dates Standards for acceptance Slide 81

82 Tasks Tasks may include activities that occur: –Ongoing basis (Project Management) –Repetitively (Meetings) –Concurrently –Sequentially or Chronologically –Contingency Tasks Slide 82

83 Contingency Tasks Anticipated tasks that may not be needed Quicker than amending the contract Issue Notice to Proceed for task when needed Helps control costs Slide 83

84 Deliverables Deliverables validate the work requirements have been met –Interim drafts to evaluate progress Deliverables should be: –Tangible –Measurable –Often some form of documentation Slide 84

85 Determining Deliverables 1.What are the objectives of the task? 2.What deliverables would best indicate the objectives were met? SAMPLES –Attend a meeting to share information –Design a section of roadway Slide 85

86 Schedule Deliverable Due Dates –Target dates vs. mandatory dates –Specific dates –Number of days to complete deliverables Where to put Deliverable Due Dates –Due dates with tasks –Table of deliverables and due dates –Tracked on Gantt chart

87 Schedule (continued) Milestone Dates –Final Study and Recommendations –Design –Development –Implementation Completion Date vs. Expiration Date

88 Strategies for SOW Development Work with project stakeholders and subject-matter experts Brainstorm or mind map the project needs and requirements Develop contract administration strategy, including change management procedure Think high level, then work down to details Slide 88

89 –What is the overall objective of the project? Scope of Work –What specific services are required? Required Tasks, Anticipated Amendments, Contingency Tasks –What specific outcomes are needed? Deliverables –What standards of acceptance must be met? Performance and acceptability standards High Level; work down to Details Slide 89

90 –Which party is responsible for task or activity? ODOT or Consultant (or other stakeholder) –What levels of expertise required? Project Team / Key Person requirements –What is the required completion date? Schedule: Deliverable and Milestone due dates High Level; work down to Details (continued) Slide 90

91 Define Done Define clear outcomes for the contract How will you know when the contract is complete? What will you have when the contract is done? Slide 91

92 Statement of Work Options Decide what best meets project needs –Performance-based; focuses on outcome Deliverables-based Recurring Services Service Level Agreement (SLA) –Phased approach –SOW with multiple stakeholders (i.e. TGM Model) –Other customized approaches Slide 92

93 First Draft of Statement of Work Use template –Generic Outline –Geo-environmental Standardized Scopes of Work Borrow (not copy) language from other contracts Slide 93

94 Using Statement of Work Templates Slide 94

95 Where to Find SOW Templates ODOT Procurement Office –Intranet Forms and Documents –Internet Personal and Professional Services Sample Statement of Work in Price Agreement Highway Division, Technical Services Branch –Intranet: Geo-environmental Standardized Scopes of Work Slide 95

96 Standard SOW Outline Template Yellow highlights –guidance or instructions on how to complete template Blue highlights –optional language, revise as needed Slide 96

97 Throughout SOW Development As you progress through development of the Statement of Work –Revise template or borrowed language to fit your project –Revise to fit your contract –Assess risk Slide 97

98 Risk The danger or probability of loss. Loss to ODOT or the public of… –money –time –safety –credibility or integrity

99 Risk Assessment When developing and reviewing the SOW, consider: –What could go wrong? –Likelihood it will go wrong? –How much harm? –How to avoid or mitigate? –How much will ODOT accept?

100 Assessing Risk How is risk different when ODOT develops SOW compared to when consultant develops SOW? Is risk to ODOT always higher when consultant develops the SOW? What must you do? –Complete thorough risk assessment. –Negotiate and revise SOW as needed. Slide 100

101 Mitigating Risk Contract language –Terms and Conditions –Insurance and bond requirements –Well written Statement of Work Contract management –Selection of well qualified consultant –Effective administration of the contract Slide 101

102 Mitigating Risk in the SOW Statement of Work –Clear and concise language –Assignment of responsibilities –Deliverable schedules –Require drafts as deliverables –Reference acceptance standards Slide 102

103 Legal or Business? Legal requirement or Business decision –ODOT must comply with legal requirements. –Compliance with grant requirements, if applicable. –If not a legal, policy or grant requirement, its likely a business decision. –Business decisions may be heavily influenced by standard business practices. Slide 103

104 Business Decision… Who has the authority to accept the risk? Options may include Go or No Go to accept or mitigate the risk, or to cancel the project Document the decision and justification for accepting risk Slide 104

105 Higher Risk = Higher Costs Find a healthy balance Protecting ODOT and the public Insurance costs; Relationships; Politics; Laws; Regulations; Project budget; Work done Slide 105

106 Scenario ODOT management has allocated resources to start delivery of a new project. The department does not have enough staff to complete all the required services for the project. The department cannot hire more staff, so they decide to outsource some of the work to consultants. Slide 106

107 Legal Requirements Can ODOT use a Personal Services Contract to hire temporary staff? NO! Personal Services Contracts can only be used to contract with Independent Contractors Slide 107

108 Legal Requirements OAR states the Statement of Work must not result in an employee relationship with contractor. ORS governs how to obtain temporary employees. Slide 108

109 ORS Penalties Penalties for willfully violating requirements of ORS : –Criminal misdemeanor offense –Fine of up to $500 or imprisonment for up to one year, or both –Any person convicted is ineligible for position in state service for period of 5 years These are penalties to you!! Slide 109

110 Damages to ODOT If contractor is determined to be employee, ODOT is responsible for: –Claims for employee benefits –Income taxes, plus penalties for late withholdings –Negligent activities contractor has does that harms others –Violations of collective bargaining agreements Slide 110

111 Independent Contractor Independent Contractor vs. Employee Factors to consider –Nature and degree of control by ODOT –Services as integral part of ODOT business –Duration of contract –Can contractor make profit or suffer loss –Business practices to provide services for more customers than just ODOT Slide 111

112 Risk Assessments For info and assistance with conducting risk assessments and mitigating risk, contact your OPO Procurement Specialist. OPO can access additional resources: –ODOT Risk Management –DAS Risk Management –Department of Justice Slide 112

113 Activity Jones Planning, Inc. Assess level of risk to ODOT Strategize how risk might be managed in the Statement of Work: –Avoided –Mitigated –Transferred to the Consultant Slide 113

114 Additional Resources OPO Intranet –Procurement Manual Section M Chapter 1 – Statement of Work Writing Guide Chapter 2 – Guide for A&E Personal Services Chapter 3 – Guide for Non-A&E Personal Services –Forms –Procurement-related training –DOJ Video –Staff contact information

115 Additional Resources OPO or Contract Administrator –SOW templates, when available –Samples of SOW for similar projects

116 Training Summary Scope of Work vs. Statement of Work When to use Statement of Work Legal Sufficiency Requirements Development and Review Process Writing Style Clear Language Clear Authority Well Organized Plain Language Slide 97

117 Training Summary (continued) Tasks, Deliverables and Schedule Strategies for Development Start High Level; Work Down to Details Define Done Using Templates Assessing and Mitigating Risk Independent Contractor Requirements Slide 98

118 Any Questions???

119 Thank you for your participation! A training evaluation survey will be ed to you soon. Wed appreciate your feedback Have a great afternoon!! Slide 99


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