SOW Writing Guide2
SOW Writing Guide2
SOWWritingGuide
Companion document to the
RFP Solutions Inc. Course:
RFPSOLUTIONS INC.
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Note to Readers
This document was produced by RFPSOLUTIONS for
training purposes, based on a generic SOW format.
This document is the property of RFPSOLUTIONS.
No reproduction of this document is permitted, in part or
in whole, without the express written permission of the
author.
The material contained within this document is provided
"as is" and without warranty of any kind, either express
or implied, including, but not limited to, the implied
warranties of fitness for a particular purpose. Further,
RFPSOLUTIONS does not warrant or make any
representations regarding the use or the results of the use
of the material in this document in terms of its
correctness, accuracy, timeliness, reliability or
otherwise.
Under no circumstances shall RFPSOLUTIONS be liable for any damages that result from the use of
the material within this document for purposes other than training.
Prior to using the material within this document as an aide in developing their own SOW, readers are
advised to consult with their Procurement, Materiel Management and Contracting colleagues to ensure
consistency with the latest version of the organizations RFP template, and to obtain further advice
regarding RFP related policies and procedures.
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SOWWritingGuide
Reminder Checklist
Remember to select the right type of SOW for your requirement:
1.
Performance-based (the default for Professional Services Contracts)
2.
Detail/Design (for highly prescriptive requirements)
3.
Level-of-Effort (for Temp Help, Data Entry of other similar requirements)
Try to write your SOW in a sufficiently detailed manner, so as to provide enough of a basis at a later
stage when you will be required to extract relevant criteria that will be used to differentiate competing
proposals. Remember that the selection criteria that you develop for your RFP must have a logical
foundation within the text of the SOW - you cannot differentiate bidders on factors that have no
relevance to the work itself (as described within the SOW), as this would be both meaningless and
unfair.
If writing a Performance-based SOW, try not to tie the Bidders hands by being overly prescriptive in
your description of the work and the manner in which it is to be undertaken. While care should always
be taken to fully describe your requirement (as per above), try to balance this by leaving bidders with
the flexibility in their proposals to offer innovative strategies, and to accept maximum responsibility
and accountability for the results of their work. The primary risk in being overly prescriptive in your
SOW is contractor finger-pointing and unwillingness to accept responsibility for results (I did it the
way you asked for it; if you dont like the outcome, dont blame me,...).
When writing your SOW, try to think ahead to the contract management stage (once the winning bidder
has been selected and the work is underway). In doing this, try to write your SOW in such a way as to
ensure that the mutual expectations of the resulting contract will be adequately described and easily
understood. Once the contract is underway, a well-written SOW will go a long way to minimizing
potential misunderstandings and/or disputes with your Contractor.
Remember to always use generic (non-proprietary) terminology and references in describing your
requirements. This enables greater competition, and it also minimizes the risk of a bid challenge or
allegation that the requirements were slanted to a particular bidder.
Remember to use the present/active tense when writing your SOW, as the document needs to survive
the RFP process and move forward intact into the contract itself. If the document is written in the
present/active tense, it can be more easily interpreted at various points in time throughout the
RFP/Contract cycle.
The words will and shall have specific, legally interpreted meanings within a SOW. The word
Shall is always used to convey a binding provision on the Contractor (i.e. The Contractor shall
supply,...). The word Will is always used to convey a declaration of future action by the Buyer (i.e.
The Buyer will provide the Contractor with,...).
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Using the principles and examples provided within the SOW Writing Guide, group information as
logically as possible within your SOW. There is an abundance of information associated with an SOW,
and it is used by different audiences for different purposes, at different points in time. The SOW
template has a place for everything, and a good SOW places everything in its proper place.
Try to use plain and simple language in writing your SOW, and to avoid jargon, vague terms and
rambling sentences. While there is a natural tendency to want to cover-off all possible contingencies in
a SOW and to establish the basis for an iron tight, no-risk, enforceable contract, this often leads to
excessive legalese with the document, creating confusion, misunderstandings and contradictions. Ask
yourself: What would a reasonable person looking at this conclude?.
Remember to spell out acronyms and provide definitions for any technical or unique terms used within
your SOW.
There is tremendous potential within a SOW for overlap, duplication, and/or contradiction with the
Terms and Conditions (Ts & Cs) of the resulting Contract. Remember the contents of the SOW are
variable to define the requirement(s) at hand vs. the Ts & Cs which contain the standard terms and
conditions of the resulting contract. If its covered-off in the Ts & Cs, you generally dont need to
worry about it in the SOW.
Above all, do your best in the SOW to convey to the Bidders what it will take on their part to complete
the work to your satisfaction, and accordingly what it will take for them to ultimately have their work
accepted and certified for payment.
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SOWWritingGuide
TABLE OF CONTENTS
SW1.0
TITLE
SW2.0
BACKGROUND
SW3.0
OBJECTIVE
SW4.0
ESTIMATED VALUE
SW5.0
SW6.0
SW7.0
SW8.0
DELIVERABLES
SW9.0
SW10.0
SW11.0
SW12.0
SW13.0
SW14.0
CONTRACTOR RESPONSIBILITIES
SW15.0
CLIENT SUPPORT
SW16.0
SW17.0
LANGUAGE OF WORK
SW18.0
SECURITY REQUIREMENTS
SW19.0
INTELLECTUAL PROPERTY/COPYRIGHT
SW20.0
SW21.0
SW22.0
CONTRACTORS PROPOSAL
SW23.0
INSURANCE/WARRANTIES
ANNEX A
ANNEX B
REPORT TEMPLATE/OTHER
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SW1.0
The Title clearly and succinctly summarizes the name of the requirement being contracted for, and should, at
a glance, answer the question: who is trying to buy what and via what form of contracting mechanism (i.e.
standing offer vs. contract)?
1.1
Briefly and clearly, identify the type of service being acquired, the client organization acquiring the
services, and the contracting mechanism type(s) resulting from the Request for Proposal (RFP).
SW2.0
BACKGROUND
The Background section provides contextual information that plays a key role during the proposal solicitation
stage by providing Bidders with an understanding of the organizations requirement, its objectives and key
drivers for the work to be undertaken that can assist in determining whether to bid and in preparing a Proposal.
The Background section should also support the organizations documentation of its business case, including
the rationale for the work and the need to enter into Contract.
2.1
Describe the mandate of the organization acquiring the services. All acquisitions must be within the
mandate of the purchasing organization.
2.2
As required, identify the authorized users of the resulting mechanism. Describe the area within the
organization (Branch, Division, etc,..) requiring the services. Similarly, identify whether the resulting
mechanism will be accessible by all areas within the organization, or by only selected (and identified)
authorized users.
2.3
2.4
At a high level, briefly describe the organizational program, project, or internal operational
requirement for which the services are being acquired. The need for the work to be completed must
be clearly articulated if possible, contextualize the project/requirement within the organization/areas
overall business plan.
2.5
2.6
If available, and if it would be helpful to Bidders in developing their proposals, provide publicly
accessible informational URLs.
2.7
Identify the reason the organization needs to source the requirement externally (i.e. via
Contractors). The first determination required by Contracting Policy is whether the requirement can be
satisfied in-house. This subsection should articulate why the Buyer feels that a contract is needed to
meet this requirement.
2.8
Identify whether the requirement is recurring, the first in a series of similar upcoming requirements,
a subsequent phase in a multi-phase program/initiative, or a one off (i.e. one-time only) project. If the
requirement is recurring, identify whether previous mechanisms established were competitive or noncompetitive and, if available, provide a link to the organizations proactive disclosure website. If the
work to be undertaken consists of planning for or requirements definition in support of anticipated
future work for which contracts will be established by the Public sector organization at a later
date, this should be clearly articulated, including any restrictions that may be placed on the resulting
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SW2.0
BACKGROUND
Contractor(s) from participating on the future work. This subsection can help to mitigate the risk of
perceived bias and/or prior knowledge on the part of incumbent Contractors, through the
organizations proactive disclosure of its previous activities and future intentions.
SW3.0
OBJECTIVE
The Objective section identifies the organizations overall outcome for the resulting contracted work, to
provide a clear understanding and enforceable outcome for the work to be undertaken.
The Objective also identifies the organizations anticipated outcome of the competitive bidding process,
leading to the awarding of the resulting contract(s). Its primary role at the RFP stage is to provide Bidders with
a clear understanding of the structure and number of resulting mechanism(s) to be awarded.
3.1
Describe in outcomes-based terminology precisely what the organization hopes to achieve as a result
of this RFP.
3.2
Indicate if it is the organizations intent to award the resulting mechanism(s) to one or multiple
Contractors.
3.3
Identify whether the required type of Contractor consists of a firm or an individual providing
services, or both.
SW4.0
ESTIMATED VALUE
The Estimated Value section provides guidance to potential Bidders during the RFP stage vis--vis the
expected value of the resulting mechanism(s). It can facilitate an understanding of the scale of the work to be
undertaken, or can serve as guidance to identify the maximum budget within which the requirement must be
fulfilled. The Estimated Value does not represent a commitment on the part of the Crown to enter into contract
for a specified amount, but instead provides a framework within which potential Bidders may quote their
proposed price/rates for the work.
Disclosure of the Estimated Value of the work is generally at the discretion of the buying organization. The
organization may opt to remain silent on this point within the SOW. The risk in this approach is that Bidders
will be given very little guidance, and there is a greater likelihood that resulting proposal values will be based
on incomplete information or invalid assumptions, potentially penalizing one or more Bidders.
The actual value of the resulting mechanism(s) will be identified upon Award, and is located on the first page
of the resulting contracting mechanism and in the Articles of Agreement.
How the Estimated Value is articulated within the SOW is also largely dependent upon the type of resulting
contract mechanism.
4.1
Fixed (the organization encourages Bidders to compete by seeing who can propose the most for a
pre-specified, fixed amount);
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SW4.0
ESTIMATED VALUE
Estimated (the organization is unsure of the value of the work to be undertaken and is providing
some guidance only, usually as a high-low range); or
An amount not to exceed (an upper limit to the resulting Contract/Call-up that will not be
exceeded in the resulting Award, but Proposals lower than this value would of course be
acceptable).
4.2
The Estimated Value for Standing Offer Agreements should identify the maximum expected value of
all Standing Offer Agreements over their intended duration (i.e. the sum of all anticipated requirements
under all resulting SOAs).
4.3
Due to the anticipatory nature of the mechanism, the value of Supply Arrangements may be specified
upon Award, or may consist of a ceiling value for the Arrangement, that once reached, a Contractor
may not be issued further Call-ups. Clearly identify whether the value will be specified upon Award, or
if there will be a limitation of expenditure in effect.
In all cases, clearly identify whether the estimated value of the requirement is inclusive of GST/HST, Travel
and Living Expenses and/or Administrative Expenses or other direct costs.
Note: Contract Entry Authorities and Trade Agreement thresholds are inclusive of GST/HST and all expense
amounts. Delegated authorities are typically exclusive of GST/HST and expenses.
SW5.0
Definitions and Applicable Documents section provides contextual information at both the RFP and Contract
stages to ensure clarity in the interpretation of the SOW and identification of overarching legislation, policies,
procedures and guidelines that will govern the resulting work. The purpose of this section is to mitigate
ambiguity and misunderstanding that could lead to poor proposals at the RFP stage, or default, breach or
dispute at the Contract stage.
5.1
Define terms that may be unfamiliar and spell out acronyms. This includes terminology unique to the
commodity, field of work, the organization or contracting.
5.2
Identify all applicable documentation or reference material that the Contractor(s) will require to
complete the work, or that will provide useful background to Bidders in preparing their proposals.
Referenced policies become enforceable in the resulting Contract. Applicable documents can be
attached as an Annex to the SOW, via a publicly accessible URL where the documents may be
obtained, by coordinating contact with the Contracting Authority to obtain copies via e-mail or reading
room (especially for secure documentation), or made available upon Award.
Provide only what is pertinent to the work and relevant for Bidders to understand the requirement and for
resulting the Contractor(s) to complete the work correctly.
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SW6.0
Business and/or Technical Environment section provides contextual information to Bidders at the RFP stage to
identify operational requirements of the work and programs, systems and infrastructure with which the
Contractor(s) will be required to work in the Contract stage.
6.1
The Business Environment identifies the hours of operation for the organization and identifies the
contractual requirements for the Contractor(s) to provide service in accordance with or beyond regular
operating hours. The requirements for Contractor service hours are enforceable at the Contract stage.
6.1.1
Identify the hours of operation for the organization (e.g. normal working hours MF; extended or
peak hours based on region of service delivery; or 24x7 operation).
6.1.2
Describe the organizations expectation for the Contractor(s) working hours. Identify whether the
Contractor is expected to be available to provide service in accordance with the organizations hours of
operation or whether additional hours of service (e.g. occasional after hours work; extended hours;
24x7) are required. As applicable, clearly identify if the Contractors extended hours differ from those
of the organization.
6.1.3
Requirements for Overtime Work: Identify whether the Contractor will be required to complete
overtime work (i.e. will the organization will consume billable hours from individual Contractor
resources in excess of the provincial norm, typically, more than 40 hours / week?). Clearly identify
whether overtime is required on a continual basis, occasionally or not at all. The organizations
definition for Overtime should be included in SW5.1, Definitions.
To avoid dispute at the Contract stage, clearly identify whether the organization is prepared to pay the
Contractor a higher rate for Overtime hours worked.
If Overtime will be reimbursed at a different rate, the organization may specify a rate (e.g. time and a
half, etc.) or may request Bidders to identify proposed Overtime rates within the Basis of Payment /
Financial Evaluation portion of the RFP, for the purpose of evaluating Bidders on their Overtime rates.
6.1.4
Requirements for On-Call Service: Identify whether the Contractor is required to be available
outside of the Contractors regular working hours (as defined in 6.1.2 above). Identify whether On-Call
requirements are for routine services and/or for emergency response. To avoid dispute at the Contract
stage, clearly identify whether the organization will pay a different rate for On-Call Service
requirements. Additional charges for this service response may be specified by the organization or
Bidders may be requested to identify proposed rates for the purpose of Financial Evaluation. On-Call
rates may be reimbursed in a variety of means (e.g. retainer at a percentage of the Contractors daily
rate; flat fee per call; a rate for time utilized during the call; or a combination of these methods. Clearly
identify which method of payment will be utilized in the resulting Contract.
6.1.5
Requirements for RUSH Service: Different service types, such as communications, speech writing,
translation, etc., may have requirements for the Contractor to respond and deliver service/complete a
deliverable in a time frame that is an exception to the normal response time or service standard (to be
identified in SW11) and/or when the organization has requested greater than typical volumes of work
from the Contractor within the same period of time. If included, this provision places an obligation on
the Contractor to respond and deliver service in accordance with the RUSH parameter, when requested
by the organization and accepted by the Contractor, that becomes enforceable in the resulting Contract.
Clearly identify whether RUSH service may be required and the conditions that must be in place for
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SW6.0
6.2
The Technical Environment provides a description of the technological infrastructure, systems and/or
programs operant within the organization. This section is optional, dependent upon the type of services
being acquired (e.g. IT Services) and/or a requirement for the Contractor to work within the
organizations existing technical standards or infrastructure. Inclusion of this section places an
obligation on the Contractor to comply with the organizations standards that becomes enforceable in
the resulting Contract.
6.2.1
6.2.2
Identify the specific obligation being placed on the Contractor. For example, the Contractor may be
required to adapt the output of its work / ensure compatibility with the technical/technology within the
organization; and/or to ensure that its resources are properly trained and equipped to work with the
organizations technology or equipment.
SW7.0
The Scope provides guidance at the RFP stage to assist Bidders in understanding the work to be undertaken
and provide clarity in developing their Proposals.
At the Contract stage, the Scope provides enforceable guidance to the Contractor as to where to focus its
efforts in the resulting Contract to ensure the Contractor remains in scope and focussed on issues, tasks and
other activities that are relevant to the completion of the work.
The contents and structure of the Scope are influenced by the type of resulting contractual mechanism. The
Scope of Work in a Contract or Call-up is typically brief, due to the organizations ability to clearly define
the required Deliverables (SW8); and provides an overall context to the work to be undertaken. Standing
Offer Agreement or Supply Arrangement Scopes of Work are generally more detailed, due to the
anticipatory nature of the mechanism and the inability to articulate specific deliverables under the resulting
Call-ups. The Scope in SOAs and SAs will define typical activities and tasks to be undertaken. Finally, the
structure of the Scope of Work in a TA Contract will be a hybrid between that in a Contract and that in an
SOA/SA, due to a greater ability to define deliverables (than in a purely anticipatory mechanism like an
SOA/SA), but an inability to foresee precisely when and in what context these deliverables will be required (as
in a Contract/Call-up).
7.1
The Scope section with a SOW describes the logical boundaries within which the work will take place
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SW7.0
Frame the required work within the context of the academic or professional discipline in which it is
situated. Provide a brief description of the discipline to ensure understanding of the requirements to
successfully undertake the work within this broader field.
7.3
Clearly describe the activities the Contractor is required to undertake that will lead to the production of
the Deliverables (SW8), but that are not part of the content of the Deliverables themselves. To ensure
the Contract remains Performance-Based do not over-specify the specific methodologies or
approaches to be used in completing these required steps. Any organizational/requirement specific
methodologies should be described in SW10.
For each activity described, provide the scale and metrics (e.g. identify the frequency, quantity or
volume of inputs the Contractor is required to make) for the successful completion of the work. For
anticipatory mechanisms (SOAs/SAs) all Scope activities will be as required and specified in the
Call-up document.
7.4
For Contract / Call-up Scopes of Work, identify the high level project phases/milestones. To avoid
ambiguity or contradiction, direct Bidders/Contractors to SW8 for identification of where the
Deliverables fit within these phases/milestones. For SOA/SA Scopes of Work, where deliverables are
unknown, the Scope may be driven by the type of Resource Categories required.
In this instance, describe the typical activities associated with each of the Resource Category types (as
defined in SW9).
7.5
As required, reserve the organizations right to amend the scope at a later date, to include additional
related input or scope parameters, should the need arise due to a change in business or technical
requirements.
Inclusion of this right, as accepted by the Bidder in the submission of its Proposal, provides an
enforceable legal option the organization can exercise, where a legitimate need may arise in the future.
Amendments to the scope of work are, by definition, a surprise. This provision identifies the potential
for additional requirements to occur within the scope resulting contract, but must not be used to avoid
competitive processes or bypass levels of delegated signing authority. Any item that is anticipated as a
requirement at the time the RFP is developed should be included within the RFP document.
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SW8.0
DELIVERABLES
The Deliverables section clearly identifies the tangible products or outcomes that the Contractor is required to
produce in order to receive payment (ie. Outputs). In accordance with Contracting Policy, payment should
be made only for satisfactory completion of a concrete Deliverable or delivery of a service.
Similar to the Scope of Work (SW7), the structure of Deliverables SW8 is dependent upon the type of
resulting Contractual mechanism. Contract / Call-ups will have clearly defined Deliverables and delivery
dates, whereas SOAs and SAs will identify the anticipated types of deliverables associated with the work to
be undertaken. TA Contracts will contain a combination of the two.
This section will link to any milestones/phases identified in the Scope of Work and intersect with the contract
Basis of Payment. Clearly identify the structure of the resulting mechanism - does the outcome of the work
consist of:
a)
b)
A single Deliverable comprised of multiple milestones and thus multiple progress payments against
completed milestones; or
c)
More than one Deliverable, each of which may consist of more than one milestone with one or more
invoice payments.
8.1
Clearly identify the required Deliverable(s). This should include the Deliverable Name, Description
of its contents, the format (dependent upon the type of Deliverable, this could include: hard and/or soft
copy and required software, size, structure - e.g. Glossy) in which it is required, number of
copies/deliveries, language(s) of delivery, and the date or time period following Award when the
delivery is required.
For anticipatory mechanisms (i.e. SOAs/SAs), clearly identify whether the contents, format, number
and language will be constant (i.e. specified in the RFP) or identified in the Call-up/Task Authorization.
8.2
For Deliverables with milestones, provide a description of the milestone, including a date or time
period following Award when this milestone is required to be completed.
To mitigate the potential for confusion or dispute at the Contract Stage, clearly identify when payment
will occur and whether the organization will dictate the amount of payment (as a percentage of the
overall contract value) or whether Bidders are required to propose a percentage of the overall value that
this delivery will be worth. This information provides the basis for evaluating Contractor performance
against the completion of the work in the event of dispute or stop work orders, to enable the
organization to clearly identify what has been received (and completed in accordance with the approach
and methodology SW10 and any required performance standards SW11) and how much is owed to the
Contractor.
8.3
Clearly identify when payment will occur for the Deliverables (i.e. at the end of the Contract; upon
receipt of the Deliverable; upon completion of the milestone; monthly; or otherwise). Payment is
always conditional upon the satisfactory acceptance of the Deliverable(s) by the Project Authority.
Clearly state this condition here.
8.4
Direct the Bidders/Contractor(s) to the subsequent sections of the SOW that will govern how the
work is to be completed. This enhances the enforceability of the resulting mechanism at the Contract
stage by clearly linking the completion of the Deliverables to the required resource quality, approach,
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SW8.0
DELIVERABLES
performance standards, communications requirements, etc. The subsequent sections are critical at the
Contract stage and form an obligation on the Contractor in the successful completion of the work.
SW9.0
Contractor Resource Requirements and Qualifications section identifies, in part, how the Contractor is
required to undertake the work, by identifying the type of people (skill sets) the Contractor is required to
deploy and an approximate division of labour or accountabilities for activities associated with each of the
Contractors resources for the completion of the work. At the RFP stage, this section provides guidance to the
Bidders vis--vis the organizations requirements and expectations; and it will also establish a foundation for
developing selection and evaluation criteria within the RFP. At the Contract Stage it will be used to assess the
suitability of the Contractors deployed resources, providing the organization with a measure of enforceability
for qualifications, in addition to providing enforceability for availability and replacement of named resources:
9.1
Clearly identify the Resource Category(ies) required, including the number of resources required
within this Category within the resulting contract, and their level of seniority vis--vis the other
Categories required. The number of resources required at Contract stage may differ from the number of
resources Bidders are required to propose at RFP stage -dependent upon the length of the Contract, type
of requirement and whether there is a need to identify named resources (see also 9.2 below).
Each Resource Category should be described in two (2) parts:
9.2
a)
A description of the Resource Categorys role and activities in the resulting work - This
should NOT be written as a traditional job description (to avoid any appearance of an
Employer-Employee relationship); and;
b)
A description of the minimum required qualifications for an individual within the Resource
Category to successfully undertake the work - Try to highlight the actual qualifications, skills,
experience and knowledge genuinely required by the Contractors key resources needed to
successfully and competently undertake the work, as described within the SOW. Note: In some
cases, qualifications, experience and/or skill sets may not be specific to any one Resource
Category. As needed, identify any specific skills/experience the Contractor, in general, is required
to possess in order to complete the work. This information will also inform the development of the
selection and evaluation criteria..
Clearly identify whether the resulting contract will allow for the completion of work by named
resources only (i.e. only those individuals proposed and screened can complete the work) or whether
any resource may be provided by the Contractor provided that he/she meets the established
requirements. If the former, in the event these resources are unavailable, the Contractor will be
ineligible to receive the Contract/Call-up.
This decision will impact the development of the selection and evaluation criteria. A requirement for
only specific named resources to undertake the work will necessitate a requirement for Bidders to
identify specific individuals within their proposal(s) and for their qualifications to be evaluated by the
organization at the RFP Stage. Where resource identification will take place at a later stage (e.g. as in
some anticipatory mechanisms), the minimum qualifications identified in 9.1.b will set the bar for the
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SW9.0
Identify whether the replacement of Contractor resources (whether due to illness or other unforeseen
events, or based on flexibility of resource identity, as per decisions made in 9.2 above) is acceptable
over the life of the resulting contract. Clearly identify whether resource replacements are only
permissible in exceptional circumstances. If replacement resources will be allowed, prescribe the
protocol by which resource changes and/or substitutions will be allowed; including definition of a time
frame within which replacement resources will be available to commence the work, and any
requirement for the Contractor to ensure continuity of service or knowledge transfer among its
resources, and at whose cost (Contractors or organizations). Regardless of circumstance, clearly state
that the suitability and acceptability of Contractor resources is at the exclusive opinion of the Project
Authority. Reserving this right can mitigate the potential for future dispute.
9.4
As required, for anticipatory mechanisms, identify any rights the organization wishes to retain to
add additional Resource Categories and/or additional named resources to the SOA/SA. Legal rights
of the organization should be specified in advance and are accepted by the Contractor (based on
submission of their Proposal at the RFP stage). If needed, this option can provide flexibility to the
Project Authority to include additional related Resource Categories, as needs arise, over the duration of
the Agreement.
SW10.0
The Approach and Methodology describes how the Contractor will specifically go about the completion of the
work under the resulting contract. Typically, in Performance-based SOWs, and to mitigate the risk of liability
for the organization in the event of dispute or poor performance under the Contract, the Contractor is required
to provide its own specific methodology for the completion of the tasks and deliverables. Bidders submit a
proposed Approach and Methodology as part of their Proposal, which may be evaluated in the selection and
evaluation criteria, and which, upon acceptance of the Proposal by the organization, becomes enforceable in
the resulting contract.
Dependent upon the requirement, there may be portions of the Approach and Methodology that need to be
prescribed to ensure conformity of the Contractors work with existing public sector, industry, or discipline
standards; or existing methodologies used within the organization. Where this is the case, take care to ensure
that only those portions of the method that are essential are prescribed, and that the Contractor retains
creativity for innovation, and thus liability, for the implementation of its methodology and the resulting
outputs.
10.1.a Describe any obligation the organization is imposing upon the Contractor with respect to the
Approach and Methodology to be used in the resulting work.
10.1.b Clearly identify whether the Contractor is required to fulfill the work in accordance with its own
methodology and what portions of the work this method must address. Regardless of the
flexibility provided to the Contractor/Bidders, all work must be completed in accordance with
industry accepted methodologies and approaches.
10.2
Where the Contractor is required to provide its own approach and methodology, identify whether
this must be included within the Contractors Proposal. If yes, selection and evaluation criteria can
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SW10.0
10.3
Clearly identify the obligation on the Contractor to meet the requirements of the SOW, using
this methodology (as described in 10.1 and 10.2 above) in a manner that is in compliance with the
Performance Standards and Quality Assurance requirements of the resulting contract (described in
SW11). This strengthens the link between these elements of the SOW, and provides for enhanced
enforceability of the resulting contract.
10.4
10.5
Identify the Contractors obligation to ensure that its resources are adequately trained to fulfill
their responsibilities under the contract and shall operate at all times in compliance with the
law.
SW11.0
Beyond the physical completion of Deliverables (SW8) within the Scope (SW7) of the contract, the
Performance Standards and Quality Assurance section of the SOW identifies the organizations expectations
for the outcome of the work, or, the level of performance required of the Contractor.
11.1
Within any contract, there is an inherent performance standard that failure on the part of the
Contractor to complete the required Deliverables (as defined in SW8) will result in the withholding
of payment and/or determination of breach of contract and/or default on the part of the Contractor.
Clearly identify this expectation and the associated role of the Project Authority who is responsible
for determining the compliance of Contractor Deliverables with the Performance Standard of
responsiveness, timely completion and quality work. In the event of dispute, this section must be
clear enough to enable the withholding of payment under the contract for poor performance.
The inherent Performance Standard is typically sufficient for most contract requirements. Dependent
upon the nature of the requirement, additional Performance Standards and Quality Assurance
requirements may be needed to define any processes whereby the Contractor may be provided with
incentives to reward performance beyond a minimum required standard and/or assessed penalties for
failure to comply with the minimum requirements (e.g. service levels) of the work.
11.2
Incentives (i.e. bonus payments) should only be applied in cases where the Contractors ability to
exceed the minimum baseline (defined Performance Standard) results in a real, measurable and
meaningful financial or operational benefit for the Crown. Penalties should only be assessed where
failure on the part of the Contractor to meet the minimum baseline (defined Performance Standard)
results in a real (generally financial) loss to the Crown due to reduced client service provision by the
organization, costs of re-work, or significant project delays resulting in increased expenditure by the
organization. Areas where Penalties and/or incentives may be applicable include:
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SW11.0
Where a Penalty or Incentive will be assessed, clearly describe the element of the Contractors
service that will be measured. Describe the specific obligation for performance that is being
imposed on the Contractor.
11.2.2
Clearly identify the benchmark or baseline level of service that is required in relation to the
service element identified.
11.2.3
Describe when the Penalty / Incentive will be applied. Is every transaction equally eligible for
Penalty/Incentive (transactional), or will performance be assessed against work completed over a
defined period of time (cumulative)? If cumulative, identify at what interval (e.g. monthly, quarterly,
etc.) the penalty/incentive could be applied.
11.2.4
Identify the compliance standard associated with the benchmark/baseline level of service. How
often is the Contractor required to perform to baseline (i.e. every time or a defined percentage of
times)?
11.2.5
Identify whether there are any exceptions that will be made to the application of a penalty or
incentive due to circumstances beyond the Contractors/organizations control (for example, natural
disaster, etc.).
11.2.6
Identify the amount the Contractor will be penalized/rewarded for performance below/above
compliance with the benchmark/baseline level of service. For Penalties, this should consist of a
percentage of the overall value of the contract that is reasonable and directly related to the
organizations actual loss sustained as a result of the Contractors error/omission. For Penalties that
are cumulative (i.e. measured over a period of time - see 11.2.3 above), identify whether a given
percentage of transactions within that time period will be assessed for the Penalty, or whether all
transactions over the cumulative period will be assessed.
Incentive amounts should be based on a percentage of the overall value of the benefit acquired by
the organization for the Contractors performance above the specified standard.
11.2.7
For Penalties, clearly identify the point at which failure on the part of the Contractor to
perform to standard will constitute a breach of contract, and direct the Contractor/Bidder to the
applicable section in the Terms and Conditions.
11.2.8
Prescribe the schedule within which the Project Authority will undertake to verify the Contractors
adherence to the Performance Standard (i.e. whether pre-defined time periods, or periodically).
11.2.9
Identify any obligation on the part of the Contractor to provide records or other data to support
the organizations monitoring and measurement of Performance.
11.2.10
Identify the legal rights/obligations of the organization with respect to the statute of limitations
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SW11.0
11.3
Identify any other industry, public sector or internal Performance Standard which must be
followed in the course of the work. In addition to the requirement for Contractor Performance, there
is an inherent Quality Assurance Standard associated with all Contracts.
11.4
Clearly state the Contractors Quality Assurance requirement for work to be completed in
conformance with the Deliverables (SW8), in a timely fashion and in a reasonable manner,
consistent with generally recognized standards for quality work in the field of the service
requirement.
11.4.1
Dependent upon the work, identify any external Quality designation or certification required to
provide assurance that any specialized Contractors quality processes will be enforced in the
resulting contract.
11.4.2
As required, identify any specific aspects of the work to be undertaken for which the Contractor will
be required to provide its own Quality Assurance methodology.
This can be linked to the selection and evaluation criteria, wherein Bidders can be evaluated on their
method for meeting this requirement.
SW12.0
Reporting and Communications section describes the obligations on the Contractor to maintain contact with
the organization during the resulting contract. It also identifies any specific reports or other updates the
Contractor will be required to provide during the course of the work, that are necessary to ensure project
oversight and control, but are not in themselves, Deliverables as defined in SW8.
12.1 Clearly identify the Contractors obligation to adhere to the Reporting and Communications
Requirements, in addition to the Deliverables specified in SW8.
12.2 Describe the Contractors general Reporting obligation to keep the organization informed of
progress, status and completion over the course of the work. Identify how these reports may be
delivered (e.g. orally, written, etc.), and whether there is a specific timeline for submitting status
reports.
12.3 As required, describe any special Reporting Requirements that are specific to the work being
undertaken (e.g. timesheets; activity reports; financial statements; etc.). For each Report type required,
clearly identify: the Report format (oral or written); frequency; and content. If Reporting Requirements
must be completed in existing organizational templates, copies of these templates may be provided
within Annex B of the SOW, or provided upon Award. For anticipatory mechanisms, identify whether
the content and format of Reports may be identified in any resulting Callup, or as determined by the
Project Authority.
12.4 Clearly describe the Contractors general Communications obligation of accessibility,
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SW12.0
responsiveness, and the need to keep the organization informed of any issues, as they arise.
12.5 Identify any specific requirements for Meetings with the Project Authority that will take place during
the resulting work. As required, identify meeting topics, timelines and locations. For anticipatory
mechanisms, identify whether the Meetings may be identified in any resulting Call-up, or as determined
by the Project Authority.
SW13.0
Just as there is an inherent opportunity for profit, the act of entering into a contract creates an inherent risk of
loss on the part of the Contractor. This potential is understood by Bidders as part of the process in engaging in
business.
The Risks and Constraints section of the SOW operates at the RFP stage to inform Bidders of any unusual or
exceptional risks and/or constraints beyond those inherent in undertaking a contract. As required, be sure to
identify in this section any unique or specific Risks and Constraints related to the work that are known or are
reasonably expected to occur. Be careful not to overstate or understate the Risks of the work.
Overstating a Risk may potentially dissuade Bidders from submitting a Proposal or lead to inflated rates, while
understating places a risk on the organization for liability should the Risk later be incurred by the Contractor.
If no Risks and/or Constraints are reasonably anticipated, remove this SOW section.
This section identifies potential risks (real or perceived) that could incur in undertaking the work, and any
operational constraints that could impact the ability of the Contractor to complete the work and/or
require consideration in the Contractors methodology. At the Contract stage, identification of any Risks
and Constraints in the SOW provides a degree of legal protection for the organization. Should any Risk that
has been identified befall the Contractor, or should a Constraint impede the Contractors ability to complete
the work; previous transparency and disclosure of these items in the SOW can mitigate the organizations
liability, as the Contractor has been informed of their potential and has accepted this in its offer to enter into
and acceptance of the contract.
13.1 Clearly define the terms Risk and Constraint. A Risk is an unusual or exceptional peril (e.g. legal,
physical, financial) that could befall the Contractor in the course of undertaking the work. A Constraint
is an operational reality within the organizations environment that may impede the Contractors ability
to complete its work.
13.2 Describe the specific Risk(s) (e.g. risk of physical harm, risk of third party litigation, etc.) that has the
potential to occur. Clearly identify the responsibility of the Contractor to take appropriate measures
to mitigate the aforementioned risk.
13.3 Describe the specific Constraint(s) (e.g. restricted access, time constraints, etc.) that is known or
likely to impede the Contractors work. Clearly identify the responsibility of the Contractor to take
appropriate measures to work within the Constraint(s).
If the Work under the resulting mechanism consists of planning and scoping for a future contractual
requirement, it may be necessary to restrict the Bidders ability to participate in any future related work. As
needed, include one or more of the following sections. Most organizations maintain standard contract terms
and conditions relating to Confidentiality. If there is a requirement for specific measures relating to
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SW13.0
SW14.0
CONTRACTOR RESPONSIBILITIES
Beyond the Contractors responsibility to complete the work under the contract in accordance with any defined
methodology, performance standards and constraints, there may be other specific items the Contractor is
responsible to provide/ensure while completing the work. Contractor Responsibilities are itemized to help
mitigate the risk to the organization of an employer-employee relationship arising under the contract. Please
note: although the relationship between the organization and the Contractor may be well defined in the SOW,
it is critical to ensure that this risk is not incurred in how the relationship is operationalized in practice in the
resulting contract.
14.1 Identify the Contractor Responsibilities related to coordination and management of the work
under the resulting contract. As required, these include: responsibility for own travel arrangements,
coordination with organization personnel and other stakeholders, coordination with other Contractors,
etc.
14.2 Clearly identify and describe anything unique the Contractor is required to bring to the work.
This could include requirements for the Contractor to provide its own special tools or equipment.
Clearly identify who (Contractor or organization) will be providing computers, software, databases, etc.
to complete the work.
SW15.0
CLIENT SUPPORT
This section identifies the responsibilities or commitments on the part of the organization to support the
Contractor in the successful completion of the work.
It identifies authorized representatives of the organization to whom the Contractor will report during the period
of the contract. Distinctions are often made between the Project Authority and the Contracting Authority.
It also identifies any specific items or services the organization will provide to the Contractor, as needed, to
complete the work.
15.1 Describe the role, responsibilities and authorities of the Contracting Authority and when this
individual will be identified (e.g. upon Award, upon Call-up, etc.).
15.2 Describe the role, responsibilities and authorities of the Project Authority and when this individual
will be identified (e.g. upon Award, upon Call-up, etc.).
15.3 Clearly identify any organization-furnished equipment, facilities, information and personnel that
will be made available to the Contractor in support of its work related to the contract.
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SW16.0
Location of Work and Travel specifies the geographic location(s) where the organization requires the delivery
of services and whether/how any requirements for Contractor travel will be reimbursed by the organization
under the resulting contract.
16.1 Define where the Contractors work will take place (i.e. at either facilities identified by the
organization, or at facilities of the Contractors choosing, or both). If work will take place at
organizational facilities, describe their location.
16.2 Clearly identify any requirement for the Contractor to travel to locations other than the
organizations place of business. If possible, specify anticipated locations, frequency, duration,
number of resources, and schedule. Clearly describe any requirements for travel to locations that may
be considered a Remote or Hardship posting and any risks associated with such travel. If specific
details are not yet known, provide enough information to identify the requirement. Identify whether no
travel is anticipated under the resulting contract.
16.3 Identify whether the Contractor will be reimbursed for travel and/or living expenses to/from
locations other than the organizations usual place of business. If travel is required, identify the
Contractors obligation to comply with the TB Travel Directive with respect to the reimbursement of
expenses.
16.4 Identify whether funding for travel will be added to the Contract upon Award or whether the
Contractors Proposal will form an estimate for travel costs. (If the latter, amounts for travel can form
part of the evaluation process).
16.5 Describe any requirements for travel abroad, including special requirements for visas, vaccinations;
and whether/how any such costs will be reimbursed, as applicable.
SW17.0
LANGUAGE OF WORK
Specifies the Contractors obligations and service delivery requirements with respect to the language of work.
Depending upon the type of service, Contractors may be required to comply with requirements of the Official
Languages Act.
17.1 Identify the organizations requirements under the Official Languages Act and any resulting
obligation on the Contractor for the language of communication.
17.2 As required, identify the required language of work (English, French or both, or other).
17.3 Identify any other requirements or benefits for the Contractor to possess proficiency in other
languages, and clearly describe the type (written, oral, etc.) and level of proficiency. Identify whether
other languages are a requirement of the work, or a nice to have.
SW18.0
SECURITY REQUIREMENTS
This section of the SOW identifies requirements for the Contractor to comply with the organizations
requirements under the Public Sector Security Policy. A Security Requirements Checklist (SRCL) may also
be required by your organization and it is suggested to contact Materiel Management to determine what is
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SW18.0
SECURITY REQUIREMENTS
needed.
18.1 If required, identify the required level(s) of Security Clearance for Contractor Resources.
18.2 Identify when the Contractors resources will be required to possess Clearance (e.g. at time of
Proposal submission, prior to Award, prior to Call-up, etc.). Identify whether the organization will
sponsor Contractor resources not currently in possession of a clearance.
18.3 Identify any requirement for the Contractor to possess a facility or DOS (i.e. organization/facility)
screening and when this clearance is required. Identify whether Award of the contract is conditional
upon the successful completion of this screening.
18.4 Describe any obligations on the part of the Contractor to safeguard public sector assets
(documents, etc.) while conducting work on-site and/or off-site.
SW19.0
This section of the SOW indicates which party will own or have rights to the existing intellectual property
used to complete the work (referred to as Background - normally what is supplied by either the Contractor or
the Buyer), and which party will own or have rights to any new intellectual property created as a result of the
work (referred to as Foreground).
As a variety or pre-defined and often highly technical clauses are used in this section, employees should
always seek input from Materiel Management prior to finalizing this section.
SW20.0
This section of the SOW identifies requirements for the Contractor to comply with the organizations
requirements under the Policy on Green Procurement.
20.1 Identify any specific environmental requirements (e.g. use of recycled materials, etc.) for the
Contractors work.
SW21.0
This section of the SOW identifies the legal time frame for the resulting contract mechanism and the
commencement of work under the agreement.
21.1 Identify the time period of the resulting mechanism, from the date of legal Award to the specific end
date or within a specified duration.
21.2 Identify any rights reserved by the organization to extend the period of the resulting mechanism,
and for what duration.
21.3 For anticipatory mechanisms, identify when work will commence under the resulting mechanism
(i.e. upon Award of a Call-up) and describe the process whereby Call-ups will be initiated (e.g. by
direct contact with the Contractor, via a competition among suppliers qualified to the mechanism),
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SW21.0
including any limitations and/or specific requirements or obligations on the part of the Contractor to
respond to the organization.
SW22.0
CONTRACTORS PROPOSAL
This section of the SOW incorporates the Contractors Proposal into the resulting contract. This ensures the
organizations ability to enforce the Contractors commitments made at the RFP stage in the resulting
Contract.
Example:
22.1
SW23.0
INSURANCE/WARRANTIES
This section of the SOW identifies any legal obligations imposed on the Contractor in the resulting mechanism
vis-a-vis the need to indemnify the Crown (i.e. insurance), or the need to offer a warranty or guarantee. Most
organizations maintain standard terms and conditions for insurance and warranties. It is suggested to contact
Materiel Management and/or Legal Services to discuss any special requirements.
23.1
As required, describe the type of insurance required, and whether the Contractor is expected to
indemnify the Crown, and to what extent.
23.2
As required, describe any limitation on Contractor liability under the resulting contract.
23.3
As required, identify any specific liabilities the Contractor will be required to accept in completing
the work under the contract.
23.4
As required, for goods and/or maintenance services, etc. identify any specific warranty or guarantee
requirements, what is covered under the warranty / guarantee, to what standard, and for what time
period.
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ANNEX A
For anticipatory mechanisms, this Annex to the SOW contains the standard form that will be used by the
organization to engage the Contractors services. Organizations may possess pre-defined standard forms for
this purpose, or may wish to develop their own, for the purpose of identifying specific work requirements
unique to the service type.
ANNEX B
As required, Annexes may be attached to the SOW containing any standard Reporting forms the Contractor is
required to use, and/or other informational documents pertinent to the completion of the work of which both
Bidders and the Contractor should be aware.
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