Template SOW SPB0005 Covid Testing.doc

Statement of Work

STATEMENT OF WORK (SOW) SPB0005

PURSUANT TO CONTRACT NUMBER

505505-W22-SPB0005-XX:

COVID-19 Testing and Analysis This Statement of Work (SOW) is between the State of Wisconsin, Department of Administration (hereinafter referred to as the "Authorized User") and Contractor Name (hereinafter referred to as “Contractor”).

The purpose of this SOW is to express the terms and requirements for the performance of work by the Contractor and, where applicable, the Authorized User (collectively referred to as the “Parties”) to achieve the objectives of the COVID-19 Testing and Analysis project. Specifically, the Contractor is required to provide the Authorized User with immediate response for COVID-19 testing kits with services that include expedited kit processing, analysis, and application support as prescribed herein, subject to Acceptance.

1.

SCOPE

The scope of this SOW includes COVID-19 testing and analysis related supplies, services, and operational support. In no instance can the scope of this SOW exceed the scope, cost, and term of the master Contract.

1.1

DESCRIPTION OF PROJECT

Due to the rapidly changing circumstances of the COVID-19 virus, the State is setting up testing facilities and locations to ensure the health, safety, and welfare of Wisconsin residents. It is critical that the State contract with qualified companies who can provide immediate response for COVID-19.

1.2

INCLUSIONS

The scope of this contract includes but isn’t limited to test kits, testing services, lab services, specimen collection, and testing support related to COVID-19 testing, analysis, and support of testing operations.

1.3

EXCLUSIONS

N/A 2.

ASSUMPTIONS, OPERATIONS AND BACKGROUND

Until recently, the Wisconsin State Emergency Operations Center, UW Madison, and UW Systems have all individually sought COVID-19 testing solutions. The Department of Administration seeks to unify those efforts into an enterprise-wide solution. The situation revolving around COVID-19 has a history of changing, as such amendments may be needed to ensure agency and campus needs continue to be met. Agency and campus needs differ from location to location.

In addition to the Contractor’s acknowledgement of the Authorized User’s current operations, background and the objectives of this engagement, the Contractor has the following project assumptions:

Include here any additional project assumptions from the vendor about the basis of the engagement.

3.

DEFINITIONS

“COVID-19” means related to an infectious respiratory disease caused by the SARS-CoV-2 virus or one of the many variants.

“PCR test” means polymerase chain reaction. It’s a test to detect genetic material from a specific organism, such as a virus.

“Antigen test” a diagnostic test that detects specific proteins from the virus.

“Change Order” or “Change Request” means a request for authorization to make a change in the Services or Deliverables under this Contract.

4.

TERM

The work performed under this SOW will commence on the effective date of signature, or later pursuant to an executed Purchase Order (PO) or if mutually agreed between the Parties in writing, and will conclude as prescribed in this SOW, but will not extend beyond 8/29/2022.

5.

LOCATION

Services associated with this SOW will be performed on the below locations as required and mutually agreed upon between the Parties.

6.

FURNISHED MATERIALS, EQUIPMENT, ACCESS AND PROPERTY

The Contractor will be responsible for all other materials, equipment, access and property required for it to perform work under this SOW, unless specifically identified below successfully.

· PPE

· Transportation

· Access The Authorized User will provide the following to the Contractor in its performance of work under this SOW:

N/A.

7.

STAFFING AND PERSONNEL

The project will be delivered through a joint execution from both Contractor and Authorized User resources. While the Contractor will take the lead on most tasks and activities, it will be dependent on the Authorized User completing the work assigned to Authorized User resources for the project to be successful. This approach will maximize knowledge transfer and minimize costs.

7.1 Authorized User Primary Points of Contact

7.2 Contractor Resources

8.

ROLES AND RESPONSIBILITIES

Roles and responsibilities are delineated in the rate Card. Agencies may add information here as needed 9.

DELIVERABLES MANAGEMENT

Deliverables are attached and incorporated by reference into this SOW via the rate card. Any deliverables, due dates, and responsibilities outside of the rate card may be identified below by the agency.

10.

ACCEPTANCE

Acceptance shall not conflict with the terms already established in the master contract.

All Contractor deliverables are subject to the Acceptance of the Authorized User. Each deliverable created under this SOW will be provided to the Authorized User with a deliverable acceptance receipt. This receipt will describe the deliverable and provide the Authorized User’s Project Manager with space to indicate if the deliverable is accepted, rejected, or conditionally accepted. Conditionally accepted deliverables will contain a list of deficiencies that need to be corrected in order for the deliverable to be accepted by the Project Manager. The Project Manager will have five (5) calendar days from receipt of the deliverable to provide the Contractor with the signed acceptance receipt unless an alternative schedule is mutually agreed to between the Parties.

11.

OWNERSHIP

Ownership shall not conflict with the terms already established in the master contract.

Deliverables created specifically for the Authorized User pursuant to this Contract shall be the property of the Authorized User and ownership of each Deliverable shall automatically transfer to the Authorized User upon acceptance and payment for such Deliverable. The Authorized User shall not acquire rights to any Contractor technology, processes, or software used by Contractor in performing the Services.

Nothing stated herein shall affect Contractor's ownership in or rights to its preexisting intellectual property and proprietary rights.

12.

PROJECT SCHEDULE, COST AND PAYMENT

12.1 Project Phases N/A.

12.2 Project Schedule N/A.

12.3 Cost and Payment Schedule

The total fixed price for this project shall not exceed Agency Estimate.

Contractor will charge the Authorized User for the work to be done based on the Contractor Rate Card (or lower as agreed upon) for the master contract. An example is shown in the table below:

A2: On Site

Region 1

Region 2

Region 3

Region 4

Region 5

Payment will be made on a monthly basis. Fees for Services rendered shall be invoiced on a monthly basis. Contracted Personnel may be required to complete timesheets, or any other document used to identify time spent, as instructed by the Authorized User.

12.4 Time and Expense

The Contractor shall not be paid for the following items for Contracted Personnel: (i) travel time between their place of residence and place of work; (ii) parking fees; or (ii) out-of-pocket expenses incurred for travel to the place of work. The Authorized User does not anticipate Contracted Personnel incurring any travel expenses related to the performance of the services required under this SOW.

12.5 Travel

The costs provided herein are all-inclusive. Travel expenses will not be reimbursed by the Authorized User regardless of whether or not they are incurred by the Contractor in performance of the Services.

12.6 Normal and Routine Tasks

The Contractor is expected to accomplish the Authorized User’s normal and routine tasks not elsewhere described in this Contract but within the capabilities and resources available with existing Contractor employees who are assigned under the SOW. No request for additional chargeable hours, changes or modifications will be approved for tasks that the Authorized User, in its sole and final discretion, deems to be normal and routine.

13.

CHANGE MANAGEMENT

All changes to this SOW must comply with the Contract. All changes to this SOW shall be in written form and fully executed between the Authorized User’s and the Contractor’s authorized representatives.

14.

OTHER TECHNICAL/FUNCTIONAL REQUIREMENTS

N/A 15.

SPECIAL TERMS AND CONDITIONS

End User Terms and Conditions

End Users may provide a supplemental SOW not to exceed the scope of the Master SOW detailing specific terms, conditions, and/or departmental rules.

Access to Facilities

Unless otherwise agreed by the parties, any and all access by Contracted Personnel to the facilities of the Authorized User shall be during normal Authorized User office hours and all Contracted Personnel shall be subject to the Authorized User site's security procedures.

Site Rules and Regulations

Contractor shall use its best efforts to assure that Contracted Personnel, employees, and agents, while on the Authorized User’s premises or in the presence of Authorized User employees, comply with the Authorized User’s work rules and regulations applicable to the work site.

Neither party shall require waivers or releases of any personal rights from representatives of the other in connection with visits to its premises and no such releases or waivers shall be pleaded by them in any action or proceeding.

Mitigation of Delays

The schedule shall not change as a result of time required by Contractor to correct deficiencies, unless otherwise agreed beforehand in writing by the Authorized User. However, the schedule may, through mutual agreement, be extended on a day-to-day basis to the extent that the Authorized User’s review of a Deliverable and review of corrections of deficiencies in accordance with the Acceptance process is longer than described in the schedule.

Contractor shall continue to perform its obligations that are not affected by the Authorized User review and shall mitigate any impact on Contractor from such delays caused by the Authorized User, e.g., redirecting its staff to perform other tasks, to the extent reasonably possible. To the extent it cannot redirect staff and mitigate such impacts, then an adjustment, if any, to the schedule will be made, if appropriate, based upon the Authorized User Project Director’s reasonable consideration of all relevant circumstances, including but not limited to Contractor’s opportunity and efforts to mitigate the effect of the impact and if the Authorized User’s failure to perform is not due to an event related to master Contract terms of force majeure.

IN WITNESS WHEREOF, each party hereto has caused this SOW to be executed by its duly authorized representative.

Signature:

Signature:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:

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