Ucsf Statement of Work Template

Standard Operating Procedure (SOP): UCSF Statement of Work Template Utilization

Document ID: TR-SOP-SOW-UCSF-001 Effective Date: 2023-10-27 Version: 1.0 Review Cadence: Bi-Annually

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1.0 Executive Summary & Scope

This Standard Operating Procedure (SOP) establishes the mandatory framework for the creation, review, approval, and management of Statements of Work (SOWs) at the University of California, San Francisco (UCSF), leveraging the official UCSF SOW Template. The primary objective is to standardize SOW development, ensuring clarity, legal compliance, financial integrity, and operational efficiency for all engagements with external vendors, contractors, consultants, or significant intra-institutional projects requiring formal definition. This SOP applies to all UCSF departments, units, and personnel initiating, negotiating, or managing projects and services requiring a formal SOW. Exclusions include informal agreements not requiring contractual documentation and pre-existing Master Service Agreements (MSAs) where the SOW process is explicitly defined within the MSA.

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2.0 Prerequisites & Required Tools

2.1 Required Tools

• UCSF Official SOW Template: Accessible via UCSF Procurement website (typically Microsoft Word format).
• UCSF Policy & Procedure Repository: For accessing relevant UCSF Business & Finance, Procurement, Legal Affairs, IT Security, and HIPAA policies.
• Contract Lifecycle Management (CLM) System: UCSF-designated system for contract tracking, e.g., OnBase, ServiceNow (for specific modules).
• Electronic Signature Platform: UCSF-approved e-signature solution, e.g., DocuSign.
• Microsoft Office Suite: For document creation, editing, and version control.
• Secure File Storage: UCSF-approved platforms (e.g., Box, SharePoint) for storing drafts and final documents.
• Communication Platform: Microsoft Teams, Zoom, or similar for collaborative discussions.

2.2 Prerequisites & Compliance Standards

• Access: Authorized access to UCSF network, specified CLM system, and template repository.
• Training: Completion of UCSF Procurement and Contracting best practices training for relevant personnel.
• Compliance: Adherence to all applicable UCSF Policies (e.g., Procurement Policy, IT Security Policy, Data Use Agreements, Conflict of Interest), UC Systemwide Policies, State of California regulations, and federal laws (e.g., HIPAA, FAR/DFARS if applicable for federal grants/contracts).
• Budget Approval: Pre-approved budget allocation for the project/service described in the SOW.

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3.0 Roles & Responsibilities

• R (Responsible): Carries out the task.
• A (Accountable): Ultimately answerable for the correct and thorough completion of the task.
• C (Consulted): Provides information and/or expertise on the task.
• I (Informed): Receives information about the task's progress or completion.

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4.0 Step-by-Step Procedure

4.1 Phase 1: SOW Initiation & Template Retrieval

• 4.1.1 Project Kick-off: Define core project objectives, high-level scope, and identify the need for an SOW.
• 4.1.2 Budget Verification: Confirm available and approved budget allocation for the engagement with the relevant UCSF Finance representative.
• 4.1.3 Template Retrieval: Download the latest official UCSF SOW Template from the designated UCSF Procurement portal. Ensure no outdated versions are utilized.
• 4.1.4 Initial Document Setup:
  • Populate header with preliminary SOW Title, Project ID (if assigned), and current date.
  • Establish initial version control (e.g., V0.1 Draft) and save the document in a secure, shared drive (e.g., UCSF Box).

4.2 Phase 2: SOW Content Development

• 4.2.1 Parties & Background:
  • Clearly identify UCSF department and the external entity/vendor.
  • Provide a concise background/context for the engagement.
• 4.2.2 Scope of Work:
  • Define the specific services, tasks, or deliverables. Use quantifiable and verifiable metrics where possible.
  • Clearly delineate "in-scope" and "out-of-scope" activities.
• 4.2.3 Deliverables & Milestones:
  • List all tangible deliverables (e.g., reports, software modules, data sets).
  • Define acceptance criteria for each deliverable.
  • Establish key project milestones with associated dates.
• 4.2.4 Schedule & Timelines:
  • Provide a detailed timeline for project commencement, interim milestones, and completion.
  • Include dependencies and critical path items.
• 4.2.5 Roles & Responsibilities:
  • Outline the responsibilities of UCSF personnel.
  • Outline the responsibilities of the external party.
  • Identify key points of contact for both UCSF and the external party.
• 4.2.6 Payment Schedule & Financials:
  • Specify payment terms (e.g., fixed price, time and materials, milestone-based).
  • Detail payment schedule, invoicing requirements, and currency.
  • Include total estimated cost or agreed upon fixed price. Reference Purchase Order (PO) if applicable.
• 4.2.7 Acceptance Criteria & Review Process:
  • Define how UCSF will formally accept deliverables.
  • Specify review cycles, feedback mechanisms, and revision limits.
• 4.2.8 Standard & Special Conditions:
  • Incorporate UCSF standard terms and conditions (as per template).
  • Include any special conditions, such as data security requirements, intellectual property ownership, confidentiality clauses, insurance requirements, or UCSF-specific compliance mandates (e.g., HIPAA Business Associate Agreement, if applicable). Consult IT Security and Privacy Offices for data-related engagements.

4.3 Phase 3: Internal Review & Approvals

• 4.3.1 Departmental Review:
  • SOW Author/PM obtains review and initial approval from the Department Head/Principal Investigator.
  • Address any departmental feedback or required revisions.
• 4.3.2 Procurement Review:
  • Submit draft SOW to UCSF Procurement for review of compliance with procurement policies, pricing reasonableness, and vendor selection process.
  • Procurement provides feedback and approves for further legal review.
• 4.3.3 Legal Affairs Review:
  • Submit Procurement-approved SOW to UCSF Legal Affairs/Contracts Office.
  • Legal reviews for contractual terms, risk mitigation, and adherence to UCSF/UC System policies.
  • Address all legal feedback and incorporate required revisions.
• 4.3.4 IT Security & Privacy Review (if applicable):
  • If the SOW involves access to UCSF systems, data handling (especially Protected Health Information - PHI, Personally Identifiable Information - PII), or IT services, submit to UCSF IT Security and Privacy Offices for review and approval.
  • Ensure all data security and privacy clauses (e.g., BAA) are appropriately integrated.
• 4.3.5 Final Internal Approval:
  • Obtain final internal approval from all required UCSF stakeholders, including Department Head, Procurement, and Legal Affairs.
  • Update SOW version to reflect internal approval (e.g., V1.0 Approved for External Negotiation).

4.4 Phase 4: External Party Negotiation & Finalization

• 4.4.1 SOW Submission to External Party:
  • Transmit the internally approved SOW to the external vendor/contractor.
  • Clearly communicate the UCSF SOW process and any non-negotiable terms.
• 4.4.2 Negotiation & Revision:
  • Engage in negotiations with the external party regarding scope, deliverables, schedule, and pricing.
  • Document all proposed changes from the external party.
  • CRITICAL: Any changes to legal terms, scope, or financial clauses must be re-reviewed and re-approved by UCSF Legal Affairs, Procurement, and Department Head.
  • Maintain meticulous version control of the SOW during negotiations (e.g., V1.1 External Draft, V1.2 External Revisions).
• 4.4.3 Final SOW Agreement:
  • Once all parties agree to the final terms, prepare the SOW for signature.
  • Ensure the final version incorporates all agreed-upon changes and has received all necessary internal UCSF approvals.
  • Update SOW version to "Final" (e.g., V2.0 Final for Signature).

4.5 Phase 5: Execution & Archiving

• 4.5.1 Signature Process:
  • Initiate the signature process using the UCSF-approved e-signature platform (e.g., DocuSign).
  • Ensure all authorized signatories from both UCSF and the external party execute the document.
• 4.5.2 Purchase Order (PO) Issuance:
  • If applicable, ensure a Purchase Order is issued referencing the executed SOW and approved budget.
• 4.5.3 Document Archiving:
  • Upload the fully executed SOW (and associated PO) to the UCSF CLM system and/or designated secure institutional repository.
  • Provide copies to all relevant stakeholders (e.g., SOW Author, Finance, Department Head, External Party).
• 4.5.4 Project Initiation:
  • Formally initiate the project or service described in the SOW.

4.6 Phase 6: SOW Management & Closure (Post-Execution)

• 4.6.1 SOW Management:
  • Monitor project progress against SOW deliverables and timelines.
  • Manage any change requests via a formal change control process, requiring SOW amendment/addendum and re-approval following relevant sections of this SOP.
• 4.6.2 Invoice Processing:
  • Review and approve invoices from the external party against the SOW's payment schedule and delivered work.
• 4.6.3 SOW Closure:
  • Upon successful completion of all deliverables and final payment, formally close out the SOW in the CLM system.
  • Conduct a post-mortem review if warranted by project complexity or issues encountered.

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5.0 Quality Assurance & Verification

5.1 Key Metric Thresholds

• SOW Approval Time: Target completion within 15 business days from initial internal submission to Procurement (excluding external negotiation).
• Completeness Score: SOWs must meet 100% of required sections as per the UCSF SOW Template.
• Compliance Audit Pass Rate: >98% adherence to UCSF contracting and data security policies as determined by internal audit.
• Change Order Rate: <10% of SOWs requiring significant scope change amendments post-execution (excluding minor administrative changes).

5.2 Common Pitfalls

• Ambiguous Scope: Lack of specific, measurable, achievable, relevant, and time-bound (SMART) deliverables leading to disputes.
• Unclear Acceptance Criteria: Absence of objective metrics for validating completion, delaying payments and project closure.
• Missing Legal Clauses: Omission of critical UCSF-mandated terms, data security requirements, or HIPAA BAAs resulting in legal non-compliance.
• Inadequate Budget Detail: Vague cost breakdowns or missing payment milestones leading to financial discrepancies.
• Unauthorized Deviations: Negotiating changes with external parties without re-engagement and re-approval from UCSF Legal and Procurement.
• Poor Version Control: Multiple unlabelled drafts circulating, leading to confusion and potential execution of incorrect SOWs.

5.3 Audit Checklist

• Is the latest UCSF SOW template version utilized?
• Are all sections of the template fully completed with specific details?
• Are UCSF and external party roles and responsibilities clearly defined?
• Are deliverables quantifiable and verifiable with clear acceptance criteria?
• Is the payment schedule explicitly linked to deliverables or milestones?
• Are all necessary UCSF internal approvals (Department Head, Procurement, Legal) documented and obtained prior to external negotiation?
• For data-intensive projects, is IT Security and Privacy Office approval documented, and is a BAA included if required?
• Is the fully executed SOW and any associated PO correctly archived in the designated UCSF CLM system?
• Is proper version control evident throughout the SOW development lifecycle?

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6.0 Troubleshooting FAQ

Q1: The external party is requesting significant deviations from the UCSF SOW template's standard legal clauses. What is the process? A1: Immediately cease negotiations on the contentious clauses. Document the requested deviations. Re-engage UCSF Legal Affairs/Contracts Office with the specific requested changes. Provide Legal with the rationale from the external party if known. Legal Affairs will assess the risk and determine if the requested deviation is acceptable, requires modification, or is non-negotiable. Do not agree to any legal deviations without explicit, documented approval from UCSF Legal Affairs.

Q2: During project execution, the project scope needs to be significantly expanded beyond the original SOW. How should this be handled? A2: A formal Change Request process must be initiated. The Project Manager/SOW Author must document the proposed scope expansion, its impact on deliverables, schedule, and budget. This will require an amendment or addendum to the original SOW. The amendment/addendum must follow the full SOW internal review and approval process (Phase 3 of this SOP), including re-approval by the Department Head, Procurement, Legal Affairs, and Finance, before being formally negotiated and signed by the external party (Phase 4 & 5). A new Purchase Order or a change order to the existing PO may be required.

Q3: An invoice from the external party does not align with the payment schedule or deliverables outlined in the executed SOW. What is the immediate action? A3: Do not approve the invoice for payment. Immediately flag the discrepancy with the UCSF Finance department and the SOW Author/Project Manager. Review the executed SOW to confirm the discrepancy. Contact the external party to clarify the invoice, referencing the specific sections of the SOW that are not met. If the discrepancy is due to a misinterpretation or error by the external party, request a corrected invoice. If the discrepancy indicates a failure to meet SOW terms, follow the dispute resolution process outlined in the SOW, or escalate to UCSF Procurement and Legal Affairs if necessary.