Contract Administration:

Contract management or contract administration is the management of contracts made with customers, vendors, partners, or employees. Contract management includes negotiating the terms and conditions in contracts and ensuring compliance with the terms and conditions, as well as documenting and agreeing on any changes that may arise during its implementation or execution. It can be summarized as the process of systematically and efficiently managing contract creation, execution, and analysis for the purpose of maximizing financial and operational performance and minimizing risk. Responsibilities include: Contracts (various: including formal, short form, and annual contracts) Drafting, Evaluation, Negotiation and Execution: Non Disclosure Agreements, Sales / Purchasing Agreements, Sub-contracts, Consulting Agreements, Licensing Agreements, Master Agreements, review of customer proposed terms and conditions Distribution Agreements (resellers, agents, joint marketing etc.) Commercial and Public (Federal, State and Local Municipalities) Contracting Serve as the point of contact for customers on contractual matters. Act as contractual middleman between company employees and customers, ensuring timely review and approval / reconciliation of variations. On all standard and nonstandard contracts, provide redlined recommendations and often negotiate directly with customer attorneys or purchasing staff until consensus has been reached Maintain contractual records and documentation such as receipt and control of all contract correspondence, customer contact information sheets, contractual changes, status reports and other documents for all projects. As needed, provide guidance on contract matters to project managers or other operational staff, including training to new project managers and other employees in contracting practices and procedures. Develop and implement procedures for contract management and administration in compliance with company policy. As appropriate, contribute to or influence company policies. Monitor compliance by company employees with established procedures. Identify areas of recurrent pressure. Work with Risk Management Department / Finance to coordinate contractual insurance requirements.

Work with Finance to ensure adherence to broader finance and risk requirements such as revenue recognition, pricing and discounting policies,, export controls etc. May include financial engineering and understanding / evaluating economic impact of terms and term options. Support Product Management / Marketing to ensure company products and services are offered with appropriate, competitive terms and conditions Monitor competitive terms. Monitor customer satisfaction with our terms and conditions and contracting practices. Recommend changes. Ensure that signed contracts are communicated to all relevant parties to provide contract visibility and awareness, interpretation to support implementation. Handle on-going issue and change management Monitor transaction compliance (milestones, deliverables, invoicing etc.) Oversee Service Level Agreement Compliance Ensure contract close-out, extension or renewal.

The Importance of Contract Administration:

Contracts management is becoming an increasingly important for companies with diverse business interests and global reach. Integrating operational processes and aligning resources for maximum efficiency requires a proactive approach to managing all aspects of the companies contractual obligations. Whether your managing short term employees, organizing supplying chain management or structuring your procurement requirements, managing the contracts process to minimize risk and maximize productive value is essential to a companys bottom line. Establishing the contractual obligations of both parties is the first and foremost requirement of any contractual framework. This should include the articulation of the terms and conditions in a clear and precise format that both parties can understand. If the contract is complex in nature, including a section on dispute resolution guidelines can provide recourse for both parties in the event that either party fails to fulfill its obligations. Implementing a seamless contracts administration process helps to organize resources and provides a framework that assists the monitoring, reporting and management of the contracts process. This includes the establishing of an archiving facility for document reference and administration software for the ongoing maintenance and management of contracts. When it comes to streamlining processes and cost accounting having contracts software setup to run reporting allows you to extract key information that's important to the decision making process. Systematic reporting can help you reduce costs, increase productive efficiency and generate the necessary accounting requirements for the end of the financial year. Companies that are implementing a contracts management process need to tailor a solution to meet their company structural requirements. Hiring outside consultants to provide valuable strategic advice and feedback can help guide an organization to avoid many of the traps and pitfalls that can befall the uninitiated. In today's competitive business environment it's important to manage operations efficiently. Having a streamlined and effective contracts management process can add significant value to a companys operational process.

Contract Planning:

Identification of need Development of a business case Planning purchase Risk assessment, analysis, and management. Risk management strategies

Procurement Cycle:

Vendor Selection

Nine Steps to Proposal Development

Step One: Understand the Problem Exercise: Brainstorm, conceptualize, plan, modify, and organize your thoughts and data in preparation for writing the proposal. 1. What is the need/problem that requires action? 2. What are the clients circumstances or conditions that necessitate intervention? 3. Why is this a need/problem? List some of the root causes and contributing factors: A. B. C. 4. Who is experiencing the need/problem? Describe the individuals who experience the problem. 5. What is the impact of the problem in the community and on society?

6. What will be the impact if there is no (additional) intervention to affect the need/problem?

Step Two: Brainstorming Solutions

Exercise: List all the possible solutions. Be imaginative and idealistic. Do not limit your brainstorming. For each solution, state why you feel this is a sound idea (rationale) and what major difficulties you might expect to encounter if the solution is implemented. Solution 1.

Rationale:

Major Difficulty:

Solution 2.

Rationale:

Major Difficulty

Solution 3.

Rationale:

Major Difficulty:

Step Three: Working Through Solutions

Exercise: List the solution on which you will focus and provide a 2-3 sentence rationale for your selection. Continue to fill out the worksheet to think the solution through.

Proposed Solution:

Rationale:

1. What will be the geographical area of service?

2. Who will be the primary recipients (targets) for service? What are their demographic characteristics (ethnicity, number, socio-economic status, age, gender, etc.)?

3. Will there be others who benefit from this service (intended and unintended beneficiaries of service)?

4. Is the primary population to be served easily accessible or will there be a need for special outreach activities?

5. Is the proposal idea sensitive to the cultural, gender, religious norms, and values of the clients? Explain:

6. Will the community have to be educated about the problem? What supportive role might the community play? How easily can they become involved?

7. What types of services/programs have already been established in the community for the target group(s)? What are the gaps in service? Be specific, include name of agency, and nature of the current program. What evidence exists that there is a need for the proposed new service?

8. Why is the proposed project a good return on public and/or private dollars? Justify your answer.

Step Four: Results/Benefits of the Solution

Exercise: What results or benefits do you expect if the solution is implemented? In other words, what changes are expected to occur? Describe the change expected in clients in terms of:

1. Change in knowledge:

2. Change in attitudes or beliefs:

3. Acquisition of skills:

4. Change in behavior:

5. Change in the physical, economic, or social conditions:

6. Will there be a single effect as an outcome or will there be multiple changes in different groups?

Step Five: Determine Tasks to Accomplish Solutions

Solution/Proposal Idea:___________________________________________________________

Exercise: List the major tasks or implementation activities needed to accomplish the solution (include project start-up activities as well), and the job classification of the individual needed to accomplish the task).

Major Activities/Tasks Person

Responsible

Step Six: Estimate Resources

Exercise: Identify the personnel and operating expenses you will need to accomplish the tasks. Specifically list the staff salaries, benefits, costs for facility, equipment, travel, printing, transportation, utilities, staff training, copier, fax, phone, maintenance, office supplies, etc.

Personnel

Percent Time

Monthly

Yearly

TOTAL

Operating Expenses

Monthly

Yearly

TOTAL

Step Seven: Reassess Solutions

Exercise: Reassess your project idea(s) in light of the resources needed to determine if it is cost effective.

Total Cost of Project Number of Clients Served

__________$ per person

Does this number seem realistic to you? Is it a good value for the dollar?

How might you modify the project to make it more cost effective?

Step Eight: Reassess the Expected Benefits to Clients

Exercise: Restate the expected outcome for the project and brainstorm this further.

1. Will the proposed benefits to the clients really address the needs/problem and lead to the needed change? Are there other benefits or outcomes that might be added to the project to further insure success?

2. Can outcomes be identified for each of the target groups? Both primary and secondary beneficiaries of services?

Step Nine: Identify Measurements of Outcomes

Exercise: List each expected benefit and identify the criteria and data collection methods to be used.

Expected Benefit Sample: Client knowledge change will lead to behavioral change

Outcome Criteria and Measurements Pre-post testing of knowledge change. Pre-post testing of client behavior inventory using the Behavioral Rating Index

ontract negotiation is a key activity that frequently fails to receive

the preparation or attention it deserves. This very important step in the purchase and implementation of any technology solution is often treated as its own activity, separate from both the selection and implementation phases. This disparate approach does not sufficiently acknowledge the need for buy-in and support from the implementation team. It also does not consistently ensure the agreement is based on the critical areas identified by the selection process, and usually fails to contribute to the relationship-building begun during the selection phase. Instead of being treated as entirely separate activities completed by unique teams, the negotiation is best managed as an integrated part of the process. After all, it is the piece that bridges the selection and implementation activities, and it affects how your organization will work with the selected vendor for years. As part of the selection process, the organization should have identified whether it wants to just work with its vendor or be in partnership with the vendor. The key differences between these relationships are how the parties are expected to work together and whether there is vested interest in the success of the respective partner entity. The organization also needs to define what is needed and desired from the vendor as part of the relationshipnot only today, but also in the long term. There is an increasing expectation that a vendor should be a partner and not just a service provider. In those cases, the negotiation process is no longer simply about getting the best price and dotting the last i, but is about negotiating an agreement that provides long-term success for all parties. With the proliferation of startup and smaller vendors, too many tightly negotiated deals could jeopardize the stability of the vendor and its ability to provide enhancements over the longer term or even to stay in business. One of the preliminary steps for the negotiation process is to identify the negotiation team. Many organizations use a one-size-fits-all approach, where a contract or vendor-management group steps in to take responsibility for the negotiation process. This method can be impersonal and ineffective by treating every negotiation the same, without taking into account whether this entity is a vendor or a partner. Individuals familiar with this approach advise caution when utilizing the services of a contract group to negotiate a partnership vs. a vendor relationship. Lew Semones, chief financial officer of Senderra Funding LLC, Charlotte, North Carolina, says, [Contract] groups are tasked with beating the vendor down; there is no opportunity to build a relationship, nothing to work on or base the relationship on going forward. The contract group is not vested in the ultimate solution. It is recommended that the organization be represented by only one to two people during the actual negotiations, with additional support and involvement of the selection and implementation teams taking place behind the scenes. Selection-team members contribute insight about the critical decision criteria used in the selection of this vendor and any promises made, while the implementation team memberssuch as the project manager and business leadsare involved. This ensures they understand and are on board with the terms being set. The involvement of these team members is particularly

crucial when any customizations or enhancements are being requested as part of the agreement. As the vendor selection is based on information and assurances provided during the selection process, should any of the information not be accurate or expected functionality not be available, the team might have selected a different system. Therefore, the contract agreement should ensure the organization is protected and that any promises made or information provided should be a part of the final contract. This is usually done by attaching to the final contract the request for proposal (RFP) response collected from the vendor during the selection process. If an RFP process was not used, the critical functionality required from the application and reviewed in talks with the vendor should be documented in writing as part of the agreement. Semones prefers the latter approach. Its important to identify the five or six essential items you need from the application for the agreement, he says. You can work through the rest the best you can as part of developing the relationship. Some areas we have found that deserve careful attention during negotiations include: Determination of what, if any, costs are associated with adding or reducing the number of users or transactions, and the subsequent impact on maintenance fees. The costs associated with accepting new bug fixes, releases and versions from the vendors, and the services and support included with maintenance and any activities that can incur additional costs. The terms or service-level agreements providing the organization with timely and appropriate responses in case of system issues or downtime. The types of ongoing training services available to the technical and/or business personnel. Whether the agreement is based on transaction fees, and any price reductions that can be expected as volumes increase, as well as determination of any minimum fee levels. The impact of any merger or acquisition on the agreement and fee basis. In cases where the application will be customized by the vendor, the organization or both parties, additional factors need to be considered during the negotiation. These include: Who will be completing the enhancements? What i s t h e scope of work and timetable for delivery? Who has responsibility for which components during the enhancement delivery process? What are the parameters for acceptability of the enhancements (testing criteria or other)? How will the enhancements be handled as subsequent versions and releases are provided? Does the vendor guarantee backward compat i b i l i t y, o r a re additional costs incurred with each release to re-apply the customization?

Does the vendor support the organization while investigating issues with a new release where customizations were developed? Are there areas of the application that may be customized by the organization, and others that require vendor support or do not permit customizations? What success factors are used for any customization being requested of the vendor, time frame, functionality, etc.? Although partnership is the key word, it is still important to have some leverage in the negotiation process. As Semones notes, The vendor needs to know you have legitimate choices, [and are] not just playing them against each other. Keep two or three vendors involved when going through the negotiation process. If you just negotiate with one vendor, dont think they dont know that, too.

Contract Negotiation Mistakes

Ten Mistakes to Avoid In The Contract Negotiation Process
The smallest mistake can kill an otherwise productive contract negotiation process. Avoid these contract negotiation mistakes so that you and your vendor will come to an agreement that will benefit both parties. 1. Thinking The Yard is Fenced In Don't assume that only a certain subset of resources or conditions can be negotiated. The sky is the limit and finding creative and original alternatives that can benefit both parties will result in a better negotiated contract. Do not propose ridiculous or insulting alternatives that will destroy your sincerity and integrity. 2. Failure to Study Your Opponent Too many people approach contract negotiation process with the "It's all about me!" mentality. They fail to research the vendor that they will be negotiating with. They dont understand the vendor's market and what other influences control their environment. The larger the contract, the more time you should spend on this. 3. Too Aggressive You need to be certain that your company's interests are at the forefront of your priorities but at the same time you need to be mindful and sensitive regarding the person representing the vendor. Going "on the attack" will only succeed in raising his/her defensive mechanisms and negotiations will turn out to be fruitless. 4. It's All About Price Of course nobody wants to pay too much for their goods and services, but there is a lot more on the table than just money. Look for alternatives that are high on your priority list and low on the vendors. Then you both win. 5. Jumping Too Quick No matter how low the opening price is, offer lower or ask for something more. If you jump too quickly at the first offer, the vendor will feel like they made a stupid mistake. You want the vendor to leave the negotiation table feeling good.

6. Don't Gloat When you do end up striking a fantastic deal in your favor, don't embarrass the vendor by saying something that will give you an ego-trip at his/her expense. Not only is this unprofessional, but the vendor may then look for loop-holes in the contract to regain some money and pride. 7. Terminology Not Defined or Understood Don't assume that everyone who will read the contract will understand every technical term or complicated provision. Insist that every area of the contract that has the possibility of being misunderstood is clearly defined. 8. Inconsistencies Within the Contract Look for inconsistencies within the contract that can come back to haunt you in some form of arbitration. If necessary, have a third party review the contract in order to uncover any inconsistencies. 9. Concern in One Area Will be Overridden by Another Area Do not assume that a perceived weakness or apprehension in one area of the contract can be compensated by strength in another area. Be specific and direct in all areas. Once the contract is contested in a court of law, all control is removed from your hands. 10. Avoid Redundancies Stating the same thing twice in different section of the contract will not reinforce their value. In most instances lawyers and the courts will come up with a reason to differentiate and justify both areas; usually with an interpretation that neither party anticipated.

Contract negotiation process

Any kind of research collaboration, including confidential discussions with another party, exchange of materials, or any other research related activity, may require a contract to be put in place before the collaboration begins. All negotiations with a funder or another party should be managed and coordinated by the Faculty Research Services contract manager (or equivalent), who is the main point of contact for matters relating to the contract. Discussion between the Principal Investigator and Contract Negotiators regarding the risks and benefits associated with the activity is essential at an early stage to help expedite the process and bring swifter agreement. Delays most often occur when insufficient information is gathered and there is a poor understanding of what each party to the contract is trying to achieve. The negotiation process is not necessarily linear and differing factors will affect the precise route of negotiations as well as the final agreement, however, negotiations undertaken by the College will always attempt to establish an equitable position that is both proportionate, and appropriate to the activity at hand.

The contractual terms will be assessed in accordance with the College Preferred Terms of Trade whilst taking full account of any information provided to Faculty Research Services / Faculty Research Contracts. Wherever possible, a proportionate approach will be taken to negotiation. Where terms are outside of those preferred, the contract negotiation will seek approval from the relevant College Authority, such approval will be considered on the merits of the activity, value etc. Often a funder will wish to use their own template agreement, which will contain those terms most beneficial to the funder, but may also contain ones detrimental to the College. Whilst the College does work with and accept funder supplied agreements, we prefer to work from our own set of standard templates (some nationally agreed), the use of which will expedite the negotiation process. Agreements will be reviewed holistically to establish the key benefits and risks (if any). Onerous terms and any constraints on the research which present a risk will be negotiated by the Contract Negotiator to limit exposure wherever possible. See Approval and Authorisation for guidance on approval requirements and details of authorised signatories.

Typically negotiations tend to focus on a few key areas, examples of which are: Intellectual Property (IP) Often the most contentious issue in an agreement, the College will always try to ensure the rights of the individual academic are protected with regard to future use of IP, and that any commercial benefit to be derived from the IP favours the College. Care will always be taken to balance any commercial advantage against the academic benefits of carrying out an activity, in achieving the best and most equitable deal possible for the College, and the individual academic. Successful commercial exploitation will benefit inventors through the Colleges Reward to Inventors scheme. Publication rights The cornerstone of academic research is the right to publicly disseminate the outcomes of the research. Whilst on occasion there may be good reason to delay or restrict publication (e.g. confidentiality, the patenting process, or arrangements with collaborators), the College always seeks to protect this fundamental right in its research agreements. This right to publish is also linked to the Colleges academic mission and how it classifies its research activity. Any onerous restrictions need to be carefully considered, both from an academic perspective but also whether the activity itself may be defined as research. For further information on the most beneficial position for the College please see Key contractual terms and preferred terms of trade.
Information required from the Principal Investigator

The following areas should be considered in consultation with the Faculty Contract Negotiators at the earliest opportunity. This will help inform the negotiation position for the College and may help enable swift agreement with the other party or parties. Key information includes:

Who the Funder is What stage any discussions are at and what has been provided to the Funder, or may have been agreed in principle to date. Details of the Research activity itself including: o Who developed the proposal o The scope of work

(i) What the work will entail, and whether it is large scale work (ii) Who will be doing what (iii) Whether the work is part of a long term research strategy

The location of work o Where will work be carried out, i.e. whether this is on College premises, at the Funders premises, elsewhere Share of work o Whether the project is collaborative, and if so who else may be involved and what their participation might be What relationship (if any) does the work have with similar projects taking place, or those that are due to take place in the Department or elsewhere in the College? Funding o Whether the Funder has indicated a budget limit o The cost / price of the activity (if known at this stage) o Whether there are any other parties providing funding, materials or otherwise Intellectual property (IP) o Whether the work relies on College owned Background IP o Whether any third party owned background IP or materials may be required o Whether novel or commercially viable IP is likely to arise Clinical Research o Whether there is any clinical activity associated with the project, ie. does it involve humans subjects, their tissues and/or data - for further information contact the Joint Research Office o Whether there are any non-clinical ethical considerations

Competitive Negotiation: Procedure

Summary This chapter provides an overview of the procedure for procuring goods and services using the competitive negotiation procedure. The competitive negotiation procedure is permitted for the procurement of goods and services other than professional services (nonprofessional services) if the cost of the goods or services is expected to exceed $50,000, and it is determined in advance that the competitive sealed bidding procedure is either not practicable or not fiscally advantageous to the public. The competitive negotiation procedure is required for the procurement of professional services if the cost of the services is expected to exceed $30,000. Essential Information in this Chapter
The three key procedural steps in the competitive negotiation procedure are: Preparation of the request for proposals: The preparation of a request for proposals (RFP), which states in general terms that which is sought to be procured, specifies the factors which will be used in evaluating any proposal, including any unique capabilities or qualifications which will be required of the vendor, and contains or incorporates by reference other applicable contractual terms and conditions. Issuance and public notice of the RFP: The public notice of the RFP is given at least ten days prior to the date set for the receipt of the proposals by posting the notice in a public area, or publishing the notice in a newspaper of general circulation, or both. The purchasing agent also may solicit proposals directly using the Countys "offeror list," which includes businesses selected from a list made available by the Department of Minority Business Enterprise. Negotiation and award: The purchasing agent or the selection committee negotiates with vendors who are determined to be qualified, responsible and suitable. The negotiation procedure for the procurement of goods and nonprofessional services is different from that for the procurement of professional services.

Key References to the Code of Virginia Applicable to this Chapter

Section 2.2-4361: Definitions of competitive negotiation and other key terms Section 2.2-4303(A):When competitive negotiation required, generally Section 2.2-4303(C): Availability in lieu of competitive sealed bidding, generally Section 2.2-4303(C)(1): Availability in lieu of competitive sealed bidding, insurance Section 2.2-4303(C)(2): Availability in lieu of competitive sealed bidding, construction

11-1 General The competitive negotiation procedure for goods and nonprofessional services may be used if the cost of the goods or services is expected to exceed $50,000 and competitive sealed bidding is determined by the purchasing agent to be either not practicable, such as when cost is not the most important issue, when 11-2 specifications are difficult to draft, or when the competitive sealed bidding procedure is not fiscally advantageous to the public. The procedure to determine whether the competitive sealed bidding procedure is not practicable or not fiscally advantageous is discussed in section 4-8. The competitive negotiation procedure is required for the procurement of professional services if the cost of the services is expected to exceed $30,000. Table 11-1

The Fourteen Steps in the Competitive Negotiation Procedure

1. Identify the goods or services to be procured 2. Create the selection committee and prepare the request for proposals 3. Establish the procurement schedule 4. Compile a list of vendors 5. Issue the request for proposals and provide public notice thereof 6. Conduct pre-proposal conferences or site visits, if warranted 7. The submittal of proposals 8. The receipt of proposals 9. The evaluation of proposals 10. Develop a list of vendors with whom to negotiate 11. Arrange a tour of the site or the facility, if applicable 12. Conduct negotiations 13. Rank vendors of professional services 14. Negotiate a contract

The remaining sections of this chapter are a step-by-step outline of the competitive negotiation procedure. The procedure to be used for a particular procurement may need to be modified to fit that procurement. 11-2 Identify the Goods or Services to be Procured The using department must identify the goods or services to be procured. It is important to develop a comprehensive definition of the goods or services to be procured. Goods should be defined using the procedure identified in chapter 6. Services should be defined using the procedure identified in chapter 12. 11-3 Create the Selection Committee and Prepare the Request for Proposals A selection committee should be established, composed of competent individuals who are able to make an intelligent selection decision based on factual information. The three key roles of the selection committee are to assist in developing the request for proposals (RFP), evaluate the proposals and conduct interviews and negotiations with vendors. The RFP shall be prepared by the using department and the purchasing agent, and then be reviewed by the selection committee. Before drafting a complex RFP, it is recommended that the using department prepare a work statement. The work statement should identify the required goods or services (broken down 11-3 by tasks) to be procured in a logical sequence, assist in establishing realistic milestones or delivery schedules, and help determine supplier cost realism. Each task of the work statement should be coordinated with the RFP, and the numerical coding of tasks in the work statement and task descriptions should be identical or cross-referenced. The selection committee should critically review the description of the goods or services to be procured and the evaluation criteria and determine how, if at all, the evaluation criteria should be weighted. The RFP should be as comprehensive as possible because the more complete it is, the better the chances are that the vendors will understand what the County desires to procure and what relevant experience and qualifications it should include in its response and highlight during discussions and negotiations. The RFP must, at a minimum: State in general terms the goods or services that will be procured. Specify the criteria that will be used to evaluate the proposals, including any unique capabilities or qualifications that will be required of the vendor.

Contain or incorporate by reference the contractual terms and conditions applicable to the procurement. A comprehensive description of the elements of an RFP is set forth in chapter 12. 11-4 Establish the Procurement Schedule The purchasing agent and the using department should establish a schedule that will assure that the procurement is completed on or before the date the goods or services are required. To do so, the purchasing agent and the using department should consult and determine the completion date and then identify the milestones and the dates by which each milestone should be achieved in order to assure that the procurement is timely completed. Seven to ten weeks should be allowed for the entire procurement process in order to allow proper planning and administration at each step of the selection process. The key milestones and the minimum amount of time that should be allowed for each milestone are: Preparation of the RFP documents: Allow at least fifteen work days to prepare the RFP documents and issue a written RFP. Public notice period and the date for receipt of proposals: Allow at least ten calendar days to provide public notice of the RFP prior to the date set for the receipt of proposals. Evaluation of proposals, negotiation and issuance of notice of award: Allow at least fifteen work days to evaluate proposals, conduct interviews and negotiations, and issue a notice of the award. 11-4 Execution of contract: Allow at least ten work days to execute the contract after the notice of award of the contract. The purchasing agent and the using department should allow more time at each stage identified above for procurements of goods or services that are not commonly procured by the County, procurements that are complex, and procurements that require the vendors to submit substantial amounts of information for evaluation. 11-5 Compile a List of Vendors The purchasing agent and the using department should compile a list of vendors from staff knowledge of local vendors and through directories and lists of vendors. The purchasing agent should send RFPs directly to these vendors, in addition to the public notice of the RFP that will otherwise be provided. 11-6 Issue the RFP and Provide Public Notice Thereof Public notice of an RFP shall be given as provided below: Manner of giving public notice: The purchasing agent shall provide public notice of an RFP by posting in a designated public area, or publication in a newspaper of general circulation, or both. In addition, the purchasing agent may solicit proposals directly from potential vendors, and shall include businesses selected from a list made available by the Department of Minority Business Enterprise. Public notice may also be published on the Virginia Department of General Services central electronic procurement website and other appropriate websites. Notice period: The public notice shall be given at least ten calendar days

prior to the date set for receipt of proposals. Contents of the notice: The notice shall contain, at a minimum, the following information: (1) the name of the purchasing entity; (2) a brief description of the goods or services to be procured; (3) the date and time set for receipt of proposals; (4) the requisite qualifications for vendors, if applicable; (5) the date and time of the pre-proposals conference, if applicable; (6) the name of the purchasing agent; (7) the location where RFP documents can be obtained; and (8) the legal authority for the procurement. These are minimum requirements, and the purchasing agent may provide any additional notice that he deems appropriate. 11-5 11-7 Conduct Pre-proposal Conferences or Site Visits, if Warranted A pre-proposal conference is a meeting among the purchasing agent, the selection committee and prospective vendors during which the purchasing agent and the selection committee review the specifications or the work statement in detail, explain the scope, objectives and techniques of the procurement, emphasize critical elements of the RFP, and encourage input from prospective vendors. A site visit allows prospective vendors to observe physical characteristics of the land or of structures that are relevant to the procurement. A pre-proposals conference and site visit are hereafter collectively referred to as a pre-proposal conference. A pre-proposal conference may resolve ambiguities, unforeseen and nonessential restrictiveness in the specifications or the work statement, or technical errors. The following are several principles that shall govern preproposal conferences and issues related thereto: When a pre-proposal conference should be held: Pre-proposal conferences may be particularly advisable when the County seeks to procure goods that are highly technical or complex or for consultant services contracts. Notice of the pre-proposal conference: If a pre-proposal conference is conducted, the public notice and the RFP must provide the time, date and location of the conference. The conference should be held as soon as possible after the RFP is issued. Attendance at a pre-proposal conference: Attendance of prospective vendors at pre-proposal conferences should be discretionary, not mandatory, in order to assure that qualified vendors who are unable to attend are not excluded from submitting a proposal. If attendance is mandatory, only those proposals from prospective vendors represented at the pre-proposal conference shall be accepted. Oral representations at the pre-proposal conference: The purchasing agent should make a written note of all inquiries and points of contention raised by the prospective vendors. Clarification may be provided at the pre-proposal conference so long as the specifications or conditions are not altered. Oral representations made at the pre-proposal conference by the purchasing agent or any member of the selection committee shall not be

binding on the County. All material clarifications of any provision of the RFP, or the amendment of a specification or condition of the RFP, shall be made only be in writing as an addendum, as provided herein. These are minimum requirements. The purchasing agent may add any additional requirements to a pre-proposal conference that he deems appropriate. 11-8 The Submittal of Proposals 11-6 Proposals submitted shall comply with the following: Proposal in standard format: All proposals shall be in the format prescribed by this manual, as set forth in chapter 12. Changes to the proposal: All erasures, interpolations, and other changes in a proposal shall be signed or initialed by an authorized representative of the vendor. Delivery of proposal: The purchasing agent shall not accept oral proposals nor proposals received by telephone, fax, or other form of electronic transmission. Deviations: Proposals containing conditions, omissions, erasures, alterations, or items not called for in the RFP may be rejected by the County as being incomplete. Proposal must be signed: A proposal must be signed by an authorized representative of the vendor in order to be considered. If the vendor is a corporation, the proposal must be submitted in the name of the corporation, not the corporation's trade name. The vendor must indicate the corporate title of the individual signing the proposal. Proposal must be submitted in sealed opaque envelope: A proposal and all other documents required to be submitted as part of the proposal shall be enclosed in a sealed opaque envelope. Identification of proposal: The envelope containing the proposal should be sealed and marked with the RFP number, the hour and date upon which the bid must be received and the vendors Virginia contractor registration number (if required). If an envelope does not contain the proper identification, and it is inadvertently opened in advance of the prescribed date and time for which the proposals are to be received, the purchasing agent should write an explanation of the inadvertent opening on the envelope, with the RFP number, time and date of opening. The envelope should be resealed and deposited with the other proposals. 11-7 11-9 The Receipt of Proposals The purchasing agent shall receive proposals according to the following procedure: Proposals must be timely received in purchasing office: All proposals shall be received in person, through the mail, or by parcel service, in the purchasing office, until, but no later than, the time and date set for the receipt of proposals in the RFP. The time stamp clock in the purchasing office shall be the sole clock used to determine whether a proposal is timely received.

Timely receipt of proposals sole responsibility of vendors: It shall be the sole responsibility of the vendor under all circumstances to assure that its proposal is timely received. The County shall assume no responsibility in assuring that proposals sent by mail or by parcel service and delivered to the County Office Building will be timely received and time-stamped in the purchasing office. Proposals must be time stamped: The time for the receipt of proposals shall be determined by the time clock stamp in the purchasing office. Vendors are responsible for assuring that their proposals are stamped by purchasing office personnel by the time and date for which proposals are to be received. Proposals kept in secure location until opened: All proposals received and time stamped will be kept in a secure location in the purchasing office until the time and date for their receipt has passed. Identity of vendors confidential: Prior to the time and date that proposals are to be received, the identity of the vendors and the number of proposals received is confidential, and may be disclosed only to County officials and only when disclosure is considered necessary for the proper conduct of the RFP process. Late proposals: Late proposals shall not be considered under any circumstances, and shall be returned unopened to the sender. The purchasing agent may impose additional requirements pertaining to the receipt of proposals if such requirements are set forth in the RFP and are consistent with this manual and the Virginia Public Procurement Act. 11-10 The Evaluation of Proposals; Development of a Negotiation List The proposals that are timely received shall be examined by the purchasing agent to identify each vendor. The selection committee is then convened to review and score each proposal based on the evaluation criteria specified in the RFP. After the committee reviews the proposals, it chooses two or more vendors who are qualified, responsible and suitable. The committee may choose a single 11-8 vendor, but only if the purchasing agent documents in writing that the vendor is the only one qualified or is clearly the most qualified. The evaluation process should consist of feature-by-feature comparisons of the proposals, the evaluation of trade-offs among competing proposals, and, if goods or nonprofessional services are being procured, cost comparisons. The selection committee should review and evaluate proposals as they affect committee members areas of interest and expertise. All findings should be shared among the committee members. During this step the selection committee also should check references. The committee should check references other than those listed by the vendor. The procedure for evaluating proposals is discussed in more detail in chapter 15. 11-11 Arrange a Tour of the Site or the Facility For design projects, a site or facility visitation prior to the negotiations or discussions will allow the vendors to observe the situation and ask questions before they finalize their presentation for the negotiations or discussions. The

tour provides vendors with an important first-hand look at the Countys needs and allows for a further exchange of information about the project. Tours are recommended for all but the simplest and most straightforward projects. The tour should take place at least two weeks prior to the negotiations or discussions. 11-12 Conduct Negotiations After proposals for goods or nonprofessional services are evaluated, the selection committee begins negotiations with all of those vendors deemed by the selection committee to be fully qualified and best suited among those submitting proposals. After proposals for professional services are evaluated and before negotiations are conducted, the selection committee engages in individual discussions with all of those vendors deemed by the selection committee to be fully qualified and best suited among those submitting proposals. After the discussion stage, the selection committee negotiates only with those vendors whose professional qualifications and proposed services are deemed most meritorious, based on not only the vendors proposals, but also the information learned during the discussions. The vendors selected for negotiations are ranked, and the selection committee may negotiate only with the top-ranked vendor first, and if a contract satisfactory and advantageous to the selection committee cannot be negotiated at a price considered fair and reasonable, the selection committee then moves to the second-ranked vendor and attempts to negotiate a contract with that vendor, and so on. A detailed discussion of the nature, scope and conduct of the negotiations is set forth in chapter 16. 11-9 Table 11-2 Comparison of Procedures for Negotiations and Contract Award
Professional Services Goods and Nonprofessional Services Discussions emphasize professional competence to provide the required services May discuss nonbinding estimates of total project costs Offerors ranked by qualifications and proposed services Negotiations begin with the offeror ranked first Award to the offeror ranked first if a contract satisfactory and advantageous to the County can be negotiation at a fair and reasonable price; if not, begin negotiations with offeror ranked second, and so on County may determine only one offeror fully qualified or clearly more highly qualified, and may negotiate and award contract to that offeror Discussions emphasize qualifications and suitability, based on the factors in the request for proposal Price may be considered, but need not be the sole determining factor Offerors not ranked

Negotiations conducted with each offeror deemed fully qualified and best suited Award to offeror who, in Countys opinion, has made the best proposal County may determine only one offeror fully qualified or clearly more highly qualified, and may negotiate and award contract to that offeror

11-13 Contract Award After the negotiations are completed with each vendor for the procurement of goods and nonprofessional services, the purchasing agent, upon the recommendation of the selection committee, selects the vendor that has made the best proposal, and awards the contract to that vendor. For the procurement of professional services, if a contract satisfactory and advantageous to the County can be negotiated at a price considered fair and reasonable, the contract award is made to that vendor. If a contract award cannot be made, the County then moves to the second-ranked vendor and attempts to negotiate a contract with that vendor, and so on. The procedure to award a contract when the competitive negotiation procedure is used shall be as follows: Notice of intent to award: The purchasing agent shall post in a public place a written announcement of the decision to award, which may be identified as a notice of intent to award. The notice of intent to award shall also include a statement that the public records pertaining to the procurement have been and are available for inspection by those vendors participating in the procurement process. The purchasing agent is not required to provide individual notice of the intent to award to any participating 11-10

Termination Planning There is no silver bullet that takes care of everything senior law practitioner There is no doubt that all BPO contracts will eventually terminate. However, while the BPO vendors relationship with the business may cease, the service requirements of the business will generally continue. Proper termination planning and contracting is critical to ensuring a successful process transition (back) to the business (client) or new BPO vendor. Factors Influencing Termination The cause and circumstances surrounding contract termination, beyond simple contract expiration, can vary significantly based upon circumstances. Examples of factors influencing contract termination include:

change in executive leadership CEO, CFO, chief HR executive

change in business strategy mergers, acquisition and divestiture expansion from regional to global environment new business model initial cost savings contracts lose luster failure of performance BPO vendor capability insufficient poorly scoped and priced offering inadequate change management processes BPO contract unable to support changing business needs desire to re-bid and/or change pricing structure changing market and economic forces pure cost savings contracts lose value desire to bundle/unbundle BPO vendor(s) nonpayment of services untenable business circumstances aggressive negotiation tactics loss of credibility and trust either or both BPO vendor and client unable to work together significant or consistent staff turnover undermines client/vendor relationships a team oriented win/win relationship is never established

Early Planning for Contract Termination Over the last 20 years we have learned that termination is not especially difficult and is not a golden handcuff senior law practitioner The need to address contract termination in detail early in the negotiation process is critical to ensuring the lowest-risk, highest-benefit contract is created. While parties to a new BPO contract and business relationship are interested in creating the terms and circumstances which contribute to their mutual success, it is critical that the discussions include detailed planning for all types of contract termination events as well. It is a serious mistake for clients to shy away from addressing contract termination issues at the beginning of the contracting process either for lack of experience or out of concern for setting a negative tone or damaging their relationship. In fact, clients should insist on a thorough and comprehensive contract termination plan during the initial contracting process. This will enable them to identify and utilize the most comprehensive and flexible approach possible to ensure the framework and terms for managing complex and challenging contract termination situations are established well before issues arise. In addition to the benefits associated with well-thought-out termination plans and processes for change management and the protection of business interests early in the BPO relationship, the worst possible time to address the high pressure, complex, sensitive and emotional issues associated with unplanned BPO contract termination is during the termination process. While minor improvements and negotiations may be appropriate during this time, the multitude of detailed and complex termination related issues should be defined well in advance. BPO Contract Termination Framework

A. Categories of Termination Every contract terminates senior law practitioner While circumstances listed above as well as others can result in contract termination, there are really three categories of contract termination as defined below: 1. 2. 3. expiration or non-renewal termination for convenience including early and partial termination termination for cause

Expiration or non-renewal The contract is allowed to expire (expiration terms are invoked). While obviously self-explanatory, this type of contract termination is somewhat rare; generally other factors will influence action in the form of termination for convenience or termination for cause. Termination for convenience including early and partial termination Termination for convenience is the broadest or softest category and can be invoked for several reasons including the following examples:

changes in business strategy including mergers, acquisitions and divestitures changes in executive leadership the desire to rebid BPO services to obtain more favorable pricing desire to rebid BPO services to change the BPO environment itself such as moving from labor arbitrage or lift and

shift to business transformation Termination for convenience should never be an option for the BPO vendor. Termination for cause Termination for cause is the most concrete reason for termination and generally involves two conditions:

failure to perform on the part of the vendor failure to pay on the part of the client

B. Common Requirements in BPO Contract Termination Whether it is BPO, ITO, Transformation or F&A, HR, CMS for the most part the rights to terminate and the assistance the BPO provider must provide are generally similar senior law practitioner Regardless of the circumstances surrounding termination, all terminations involve certain common requirements. Correctly addressing these common requirements is critical to successfully terminating the BPO contract regardless of circumstance. Common requirements include the following: 1. process production elements

2. 3.

service continuation transition support

1. Process production elements It is a major issue to address the hundreds of contracts that support transformation and unwinding the third party contracts are challenging and a big effort senior law practitioner During the transition phase of the BPO lifecycle, the elements needed to produce the business process become the responsibility of the BPO vendor. Upon termination, they must be transferred from the service provider back to the client or to the new BPO vendor. These process production elements typically include:

personnel - including all the individuals and associated skills required to perform the process equipment - including facilities, infrastructure, hardware, peripheral devices, etc intellectual property - including software licenses third party contracts and services - at the same cost and productivity levels included in the contract data - including other confidential information process documentation - including manuals, instructions and other procedures

2. Service continuation The key is that the customer must have business continuity senior law practitioner Generally, the client will require the continued provision of services from the BPO vendor for some period of time following termination. This includes the need to provide service continuation during the time frame the process is being transitioned back to the client or to a new service provider. Common requirements for continued services include:

all services continued - or specific services selected by the client - and in the same manner as the service delivery

model being used prior to termination unless authorized by the client notice provision - including specific notification processes identifying contact personnel by name timing elements - identifying pre- and post-termination assistance time periods (planning with BPO vendor

assistance can begin up to six months before termination date; this six month period is in addition to the transition time period described below)

service levels - including SLA and other performance credits - should not be affected by any service delivery model

changes as indicated above 3. Transition support The objective of transition support is similar to the original transition activities associated with BPO contract initiation:

continuation of business services without interruption transfer of all resources required for the client (or its designee) to assume control and responsibility for the services

from the BPO vendor

timely and orderly transfer of services to the client or the clients designee

Common requirements for transition support include:

clear definition of BPO vendors role in transition planning and execution given changes to the client environment the specific components of this role may be significantly different than the

initial transition a cooperative environment regardless of the reasons for termination relationship management is key to a successful transition

Leading Practices The best practice in an outsourcing contract takes you to every phase of the contract senior law practitioner The components listed below summarize the framework defined earlier in this brief and provide a method for identifying leading practices for BPO contract termination: Termination Framework Categories of termination 1. 2. 3. expiration or non-renewal termination for convenience including early and partial termination termination for cause

Common termination requirements 1. 2. 3. process production elements service continuation transition support

Following are a series of leading practices for BPO contract termination which is based on the cumulative experiences of the BPO client, vendor and the legal communities. Each of these components can be applied to all three of the termination categories listed above. While the points expressed below may be appropriate for your utilization, each BPO client situation and needs differ substantially and the utilization of any specific item below must be considered in light of their unique needs. Categories of Termination In all cases the contract provisions surrounding the three categories of termination should include the following:

The contract must discuss termination in detail and include specific termination provisions by termination category Termination assistance provisions must address all of the common termination requirements (more detail below) The period of termination assistance is typically 12 to 18 months Performance standards for termination assistance must be specified Any charges associated with termination assistance must be specified

Common Termination Requirements 1. Process production elements Most of the BPO providers want to provide both the technology and process, not use your system - understanding all of the infrastructure pieces is terribly important senior law practitioner Personnel

The client or clients designee may hire any BPO vendor personnel dedicated to performing the BPO services as of

the date of termination notification The BPO vendor waives its rights under any contracts with such personnel restricting their ability to be recruited or

hired by the client The client or its designee shall have reasonable access to personnel for interviews and recruitment The BPO vendor waives its rights under any contracts with such personnel restricting their ability to be recruited or

hired by the client The client or its designee shall have reasonable access to personnel for interviews and recruitment

NOTE: in cases where the above terms cannot be secured, positioning the next level of negotiation should include the following:

If hiring is not possible, an option to retain any of the staff currently assigned to the project, that you select on the

contract for up to three years at a rate reduced from list price rates Another approach is to seek a flat maximum percentage of staff assigned to the client as of notification termination,

for example, have the right to hire up to 30% of the staff These terms are most commonly used with large labor arbitrage contracts where the BPO vendor utilizes high

volume of staff in a competitive labor market, for example with firms in India Equipment At the clients request, the BPO vendor is obligated to:

obtain consents and assign to client or its designee leases for equipment used for providing the services sell to the client or its designee equipment owned by the BPO vendor and used for providing the services assign any maintenance agreements for such equipment provide all documentation relevant to such equipment

Intellectual property

continued current grants by the BPO vendor of licenses or other interests in pre-existing and newly-created

intellectual property required for the BPO services BPO vendor is obligated to provide sublicenses to service recipients as required

Third-party contracts and services

The BPO vendor will obtain for the client or its designee, on reasonable terms and conditions, rights to any third

party services required for provision of the services NOTE: In large BPO deals and especially with transformation contracts vs. labor arbitrage contracts it can be very difficult to unwind the third party contracts; there can be an enormous quantity of contracts unknown to the client. Although BPO vendors will naturally seek to eliminate third parties during the course of BPO contracts in order to extend their services and increase profitability, there can be a significant challenge with large enterprises. If possible, assigning a high quality person to a contract management position at the outset of the BPO contract will significantly reduce the risks associated with reliance on third party equipment. The key is high quality; traditionally a lower level employee is assigned and unable to accomplish the complex tasks associated with this effort. Data (including confidential information) The vendor has no rights to withhold access to data under any circumstances and the customer must know where it is and where it is going and know that they can get access to the data in a form they can use senior law practitioner

client retains ownership of all its data and confidential information BPO vendor is obligated to protect client data and confidential information and to return it promptly upon request or

upon termination/expiration all copies of this information should be destroyed as well

Process documentation including manuals, instructions and other procedures

BPO vendor is obligated to prepare, maintain and update information sufficient to enable the client to understand

requirements for service delivery client owns the service manuals and the BPO vendor must relinquish them

2. Service continuation

BPO vendor is obligated to continue to provide services during the termination assistance period scope of services may be reduced by client notice to the BPO vendor quality and level of performance during the termination assistance period may not decline service levels continue to apply charges remain unchanged

3. Transition support

BPO vendor is responsible for drafting or assisting in the preparation of the transition plan BPO vendor is required to give the client or clients designee reasonable access to facilities, personnel and other

resources BPO vendor is required to maintain confidentiality and is prohibited from removing equipment or data BPO vendor is required to support clients bid process

NOTE: in order to ensure the greatest possible flexibility, the client must establish their rights with respect to utilizing BPO vendor data as part of any bid process for a new vendor.

certain BPO vendor confidential information will be required in the RFP or appropriate specification document to

ensure prospective BPO vendors can accurately assess and bid their BPO services it is better to go with a broad definition of information required with general examples than try to identify specific

confidential vendor data needed for the bidding process generally, the price will not be released by the BPO vendor to their competition and is generally not needed in the

specifications BPO vendor is required to provide specific operational assistance in the transition process including the following:

knowledge transfer delivery of documentation and procedures delivery of data cooperation with recruiting and hiring of personnel planning activities associated with the transition process include joint review of contract termination assistance requirements assessment of current client state, needs and gap analysis preparation of a termination assistance plan with BPO vendors assistance documentation of responsibilities and deadlines in as much detail as possible

Recommendations An organization seeking to create BPO contract termination components that minimize risk and provide the most flexibility to address unknown future conditions should seek the most experienced counsel and assistance available given time and budget constraints. The leading practices articulated within this report are the result of several years of experience; however the constantly changing regulatory, technology, economic and business environments require constant updating in order to ensure new issues are properly addressed. While some firms have successfully negotiated and implemented BPO contract termination on their own, the level of knowledge and experience in the marketplace at this time is more generally resident in professional firms such as legal and consulting practices than within any specific company or the market at large. As the utilization of BPO increases, and there is every indication that it will, the availability of experienced and knowledgeable resources in the market for potential recruitment to internal positions will undoubtedly increase. However, as of this moment that is not the case, and companies seeking to recruit experienced BPO staff are generally finding their efforts challenging at best. Given the importance of contracts in the BPO lifecycle, the specific requirements associated with business continuity during any BPO related transition are complex and require joint efforts on the part of the client and BPO vendor to be successful. Without properly negotiated contract termination components, clients are at significant risk for business disruption. As evidenced by this report, a high degree of value should be placed upon ensuring BPO contracts are constructed well in advance of any termination event, utilizing current and leading practices to minimize risk and ensure a successful transition.

Just as it is important to formally kick off a project, it is also important to successfully close the project. The value of having a planned project termination is in leveraging all of the information and experience gathered throughout the project. If the solution is implemented and the team immediately disbands, you dont have an opportunity to wrap up the loose ends, do staff evaluations, document key learnings or ensure that appropriate deliverables are transitioned to support. Of course, a project can end unsuccessfully as well. Even in this case, there are key learnings, team evaluations and other wrap-up activities to make the most of what was done on the project. When the project schedule is created, think about the activities that need to be performed to gracefully and appropriately close the project. These activities include: Hold project conclusion meeting. A meeting should be held with the project team, sponsor and appropriate stakeholders to formally conclude the project. This meeting will include a recap of the project, documenting things that went right and things that went wrong, strengths and weaknesses of the project and project management processes, and the remaining steps required to terminate the project. Techniques or processes that worked especially well, or especially poorly, are identified as key learnings of the project. If your organization has a way to publish or leverage these key learnings, they should be sent to the appropriate group. (Key learnings that seem to work consistently on many projects, in many circumstances, might be raised to the level of a best practice and be utilized for all similar projects.) An agenda for the conclusion meeting should focus on what the project was supposed to accomplish and what the project actually accomplished. The discussion should lead to a set of key learnings that describe what went well and what didnt work. The agenda would be as follows: o o o o o Discuss the purpose of the meeting Develop ground rules (optional) List what the project should have achieved Describe what the project actually achieved Discuss why for any discrepancies between should do and

actually did o Agree on a set of lessons-learned for future projects

List and document any remaining work required to close the project.

This includes activities such as those described below Declare success or failure. Sometimes it is obvious the project was completely successful and in other cases the project is a total failure. However, in many cases, there are mixed results. For instance, the major deliverables may have been completed, but the project was over budget. Or, the project team delivered on time and within budget, but the solution only met 80% of the business requirements. The key to declaring success is to define up-front what the success criteria are. If an agreement is reached with the sponsor and the appropriate functional manager on what success means, the project team can be evaluated against those criteria. The project team should first rate itself against those criteria, and then take the recommendation to the sponsor for validation. Transition the solution to support (if applicable). If the solution will exist outside of the project, it should be transitioned to the appropriate support organization. The transition includes knowledge transfer to the support team, completion and turnover of all documentation, turnover of the list of remaining work, etc. Turn over project files (if applicable). A discussion should take place with the support organization to determine which project and project management materials accumulated during the project should be turned over to the support team. Based on this agreement, some of the project material may be deleted or destroyed, backedup, archived, etc. Those files and documents needed by the support organization should be turned over to them to store in the appropriate long-term library or folders. Conduct performance reviews. If the project was substantial, it may be appropriate to do performance reviews after the project completes. In this case, the manager of the project manager and the project sponsor evaluate the project manager. The project manager reviews the entire team or at least the direct reports (and then the direct reports review their direct reports, until everyone is covered). Sometimes the team is rated as a whole and then team members use the team rating as input into a personal performance review. Other times, the team members may have individual reviews based on only their own contributions. There should be some link, however, between team and individual performance. It would not seem to make sense that a project could fail and yet all of the team members receive reviews saying they all did an outstanding job.

Reassign the remaining project team. Any remaining team members should be reassigned when all the termination activities are completed. For some people, this may mean completely new projects. For contract people, it may mean the end of their assignments. For part-timers, it may mean a return to their other full-time role. Some team members may transition into the support organization to continue working on this same solution.

It is the responsibility of the project manager to build project closure activities into the project schedule. These should be seen as vital parts of the project, not an afterthought as the team is getting disbanded. The project is not considered complete until the closure activities are performed just as it would not be complete without the implementation activities finished.