CCIT Meeting July 18, 2012 RaLea Sluga

YouTube, Facebook, IGA vs. IA, CORA Q&A, Document Retention, Online Provisions,

Signatures (original vs. facsimile), Fiscal Rule Waivers, Vendor Names, Vendor Registration,

Changes to Contracts, Required State Controller Signature, High vs. Low Risk, Review of SOW by

Controller

CCIT MeetingJuly 18, 2012RaLea Sluga

Office of the State Controller (OSC), Central Contracts Unit (CCU) Manager

CCU Frequently Asked Questions

YouTube Terms & Conditions

As a result of the efforts of the National Association of State Chief Information Officers (NASCIO), on Jan. 1, 2012, Google, Inc., YouTube’s parent company, agreed to modify its terms of service for state government. Apply to YouTube channel services only. Specifically modified indemnification,

governing law and jurisdiction provisions.

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YouTube – How to Obtain Revised Terms &

Conditions Step 1- State agencies assess the

Content License Agreement (CLA) in light of State requirements.

Step 2 – State agencies request a click-through link to the CLA by submitting entity name, authorized staff contact name and email addresses to State Chief Information Officer (CIO).

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YouTube – How to Obtain Revised Terms &

Conditions Step 3 – State CIO collects requests

and forwards to NASCIO. Step 4 – NASCIO submits requests to

YouTube at monthly intervals. Step 5 – YouTube forwards click-through

email operationalizing new terms to State agencies.

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YouTube – Issues

Only the State CIO can forward requests to NASCIO.

To date, the State CIO has declined to accept the CLA.

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YouTube – Options

Refrain from using YouTube, or Request a Fiscal Rule waiver for

acceptance of the current Google Inc. terms & conditions, which requires a waiver of: FR 2-2; §10, FR 3-1; §6 and OSC’s Policy on

“Vendor Agreements”, § 1(b), “Impermissible Provisions” and § 1(c), “Conflicting Provisions” to allow acceptance of the Google Inc. contract which includes changes to Choice of Law and Venue (both California) and a Limitation of Liability.

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YouTube – FR waiver cont.

You will also need a Fiscal Rule waiver of: FR 3-1; §5 to allow the State to indemnify

vendor “to the extent permitted by applicable law” pursuant to the Google Inc contract.

This will require the State agency to submit a risk analysis of these risks and an assumption of such risks.

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Facebook Terms & Conditions

As a result of the efforts of the Colorado Attorney General’s Office, National Association of Attorneys General and NASCIO, on Jan. 5, 2011, Facebook agreed to modify its terms of service for state government.

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The following modifications were made: Strike the indemnity clause (except to

the extent indemnity is allowed by a state’s constitution or law);

Strike language requiring that legal disputes be venued in California courts and adjudicated under California law; and

Encourage amicable resolution between public entities and Facebook over any disputes. 9

Facebook - How to Obtain Revised Terms & Conditions

Each public agency must include language directing consumers to its official Web site prominently on any Facebook page.

On your Facebook page, you must prominently display the following statement (with appropriate information completed):

If you are looking for more information about [name of agency/IHE], please visit [website URL]. 10


You can review the modified Facebook terms & conditions at: http://www.facebook.com/terms_pages_gov.php

If you are already on Facebook, these modifications will immediately apply.

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http://www.facebook.com/terms_pages_gov.php

http://www.facebook.com/terms_pages_gov.php

Interagency Agreement (IA)

The CCU’s IA template is only to be used between the State of Colorado Governor’s Office, agencies and institutions of higher education.

Be aware that certain entities may appear to look like State entities, but are in fact not covered under the State’s umbrella entity. For example, Aims Community College is

an independent district.12

IA Use

An IA cannot be used for external governmental entities, which include the following: Federal government; Quasi-governmental or other public

entities in Colorado, such as public school districts;

Other states or their cities and counties; or

Non-profit corporations or associations.

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IA

Use the IA for transactions in which the State does business with itself.

Because the State is not dealing with outside entities, it allows for the removal and/or reduction of various standard State provisions.

The IA is considered low risk and can be executed by State Controller delegates at the agency level.

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IA Benefits

The IA template is 4 pages plus a Scope of Work (including a budget).

There are no Colorado Special Provisions included.

There is no statutory violation called on any IA, which means there is no penalty for pre-IA activities.

IAs are not subject to the Contract Management System (CMS) requirements.

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IA Terms & Conditions

For disputes, the parties to an IA agree to attempt to resolve issues at the divisional level.

If this fails, disputes are referred to senior departmental management staff designated by each party.

If this fails, the executive director of each party meets and attempts resolution.

If this fails, the matter is submitted to the State Controller, whose decision is final.

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IGA?

An Intergovernmental Agreement, which is an agreement between governmental entities, is commonly referred to as an “IGA.”

There is no State contract template specifically for use with external governmental entities.

You should use the CCU’s personal services contract or grant agreement templates for external governmental entities.

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IGA Terms & Conditions

Few changes are necessary to make the personal services contract and grant agreement templates work for external governmental entities.

Generally, the following is requested: Changes to or removal of Indemnification

provisions in Sections 10(D) and 20(F); and The additional of a governmental immunity

clause for the external governmental entity in Section 18.

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IGA Terms & Conditions

See the CCIT presentation, Updates from OIT and CCU, dated 7/20/2011 for guidance on removal of indemnification provisions.

All other provisions in the personal services contract and grant agreement templates should apply to external governmental entities.

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IA and IGA websites The IA, personal services contract and

grant agreement templates are available at: http://www.colorado.gov/dpa/dfp/sco/contracts/modelcontracts.htm

CCIT presentations since 2006 are available at: http://www.colorado.gov/dpa/dfp/sco/contracts/CCIT_Meeting_Archives.htm 20

http://www.colorado.gov/dpa/dfp/sco/contracts/modelcontracts.htm

http://www.colorado.gov/dpa/dfp/sco/contracts/modelcontracts.htm

http://www.colorado.gov/dpa/dfp/sco/contracts/CCIT_Meeting_Archives.htm

http://www.colorado.gov/dpa/dfp/sco/contracts/CCIT_Meeting_Archives.htm

Colorado Open Records Act (CORA)

CORA provides for the inspection of public records by any person.

It applies to the custodian of public records. The “custodian” is the State.

The State must respond to CORA request within 3 days (with limited exceptions).

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CORA Issues

We have received several requests in which a vendor has asked the State to safeguard vendors records from voluntary disclosure and/or give the vendor notice when it receives a CORA request so that the vendor may respond.

Problem – Due to the 3 day response time, it is unrealistic for the State to comply with any such request.

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CORA Issues

Problem – If the vendor information does not qualify for an exception from disclosure under CRS 24-72-204, the CORA compliance officer has an obligation to disclose such information.

The contractual provision cannot override the statute requirements.

Any such contractual provision puts the State in the position of having a contractual breach when the information must be produced. 23

Solution for CORA Compliance

To protect vendor confidential information from disclosure and prior to execution of a contract/grant, the parties should ensure that: The information falls within one of the

protected exceptions of CRS 24-72-204, Such information is clearly marked

“Confidential and Proprietary”, and Such information is segregated for easy

removal from the contract/grant for a CORA disclosure.

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CORA

In each agency the person deciding what is confidential is not normally the person responding to a CORA request. As a result, do not think that you can decide

what is confidential later. If information will be generated under

the contract/grant that meets the requirements for confidential treatment, the parties should make the decision up front for confidential treatment and clearly mark such information when it is generated.

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CORA

Typically, vendor requests changes to Section 10, Confidential Information – State Records, to make it a mutual obligation and/or to remove Section 20(O), CORA disclosure.

Please contact the CCU for approved changes to these provisions.

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Document Retention

The State Controller’s or his delegate’s copy of a contract/grant is the official “State copy” of a contract/grant, even though there may be more than one original contract executed. Note: Deviations between original copies of

the contract leave the State open to dispute. This Controller copy is the copy that

should be turned over in a CORA request.

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Document Retention

As a result, the Controller copy should be retained until the later of the “Record Retention Period” in the provisions of the contract/grant or three years following resolution of any litigation involving the contract/grant (the “Destruction Date”).

If your agency does not track litigation on its contracts/grants, you should contact the AG’s office to confirm that there is no litigation/dispute over a contract/grant before its destruction. 28

Document Retention

Exceptions to the Destruction Date apply to the following types of contracts: Real estate purchase/sale documents, which

should be retained for the duration of the State’s ownership of such real property and for 3 years following the sale of the real estate by the State.

Securities debt documents (bonds, promissory notes, loans etc.), which should be retained for 3 years following termination of the debt.

AG comment – If your agency has a more strict document retention policy, you should follow it (the more strict policy).

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Document Retention

Continuation of exceptions to the Destruction Date: Securities, which should be retained for the

duration of the State’s ownership of such securities and for 3 years following the State’s sale of such securities.

Note – Contracts regarding improvements to State-owned real property should be destroyed on the Destruction Date.

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Online Provisions in Contracts

The purpose of a contract is to document the agreement of the parties.

It should provide notice to all parties of their respective obligations and duties.

When Central Approvers approve a contract, they are approving the terms and conditions presented to them at the time of execution.

The inclusion of online terms in a contract increases the risk of a contract.

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The CCU prefers that online provisions not be included.

Options to avoid increasing risk through online provisions include: Printing a copy of the current online

provisions, making changes to such provisions (as necessary) and attaching them to the contract.

Inclusion of a click-through provision in the contract.

For large exhibits, copying an electronic version of such exhibits to a CD and attaching to the contract.

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Online Provisions – Sample Click-Through Provision

The Parties acknowledge that Contractor’s website or software may contain a “click through” agreement which is integral to that website and/or product and which will require the State to click “I agree” or some similar action in order to proceed to use the website and/or software. However, the parties hereby expressly agree that all such click through, “shrink wrap” and any other such agreement mechanisms executed by the State in using the website and/or software are void and of no effect, do not create a binding assent by the State, do not modify this Contract, and do not in themselves create a separate contract of any kind.

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In order to include links to online provisions in a contract, you must consider the following: Do all parties have access to the provisions?

This includes not only the vendor and program personnel.

The Controller Delegate executing your document must know what he/she is executing. This may require you to submit a hard copy of the attachment.

Auditors may require a copy of such documents. 34


Continuation of considerations: How long will the link be maintained?

Online provisions are part of the contract. As a result, they must be maintained for the entire Document Retention Period.

Who controls the online provisions? State control of the link is preferred. Federal control of a link related to a

federal law, regulation or guideline can be accepted, but the party trying to enforce the obligation has the duty to ensure that the link is maintained. 35


Continuation of considerations: Has the right to unilaterally revise online

provisions been included? Inclusion of this right on behalf of a

vendor would be considered high risk. The State’s unilateral right to alter

obligations of the vendor may cause enforceability issues.

Contractual provisions which are not static make it difficult to approve a contract and may result in a contract being rejected by a Controller Delegate. 36


Continuation of considerations: For auditing purposes and in litigation, you

may be required to produce copies of online provisions applicable to the contract at any point of performance pursuant to the contract. Can you guarantee that you can meet this obligation?

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Signatures – Original or Facsimile (scanned)

To avoid the issues to be discussed later, original signatures are the preferred form of signatures in contracts.

The OSC has approved the acceptance of facsimile/scanned signatures in limited circumstances.

Do not confuse facsimile/scanned signatures with electronic signatures.

With rare exceptions, electronic signatures are not accepted by the State in State contracting. 38

Signatures – Original or Facsimile

In order to accept facsimile/scanned signatures, the contract should include the following provision: Acceptance of Signatures. The Parties agree

that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a Party is delivered by facsimile transmission or delivered by scanned image (e.g. .pdf or .tiff file extension name) as an attachment to electronic mail (email). Such facsimile or scanned signature must be treated in all respects as having the same effect as an original signature.

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Problems with Facsimile/Scanned

Signatures What is the agreement of the parties?

You need one “final” version of the contract that is accepted by all parties.

If text changes between the different parties’ scanned versions of the contract used for signature, it may lead to no meeting of the minds if a dispute arises.

Generally with faxed/scanned signatures, the vendor executes all of the signature pages and emails only those pages.

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Problems with Facsimile/Scanned

Signatures Cont. regarding vendor delivery of scanned

signatures: Signatures may be delivered separately from

the full documents and they may be delivered before the final document is complete, which may lead to a dispute as to the agreement of the parties.

Some documents must be originals to be enforceable. These “live” documents give the possessor

certain rights. Examples of live contracts include, but are

not limited to, promissory notes, title documents, deeds/mortgages and securities documents (e.g. stock certificates, bonds etc.).

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Fiscal Rule (FR) Waivers

State expenditures are subject to compliance with the FRs promulgated by the State Controller.

This applies to contracts, purchase orders and any other form of a commitment voucher.

See the following: FR 2-2, Commitment Vouchers; FR 3-1, State Contracts; and FRs 4-1 through 4-3 related to Capital

Construction. 42

Fiscal Rule Waivers

If you cannot meet the requirements of a FR, you need to request a FR waiver from the OSC.

The State Controller, in his sole discretion, may grant the request for a FR waiver. This power has been delegated.

Responsibility for processing FR waivers is split between CCU and FAST in the OSC.

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Fiscal Rule Waivers

FAST is responsible for FR waivers for: FR 2-2; 2.7 – Encumbrance; FR 2-2; 8 – Advance payments; and FR 2-2; 9 – Emergencies.

CCU is responsible for all FR waivers relating to the contract, including, but not limited to, the following: FR 2-2; 2.4 – Alternate Commitment

Vouchers; FR 2-2; 4 – Use of PO in Lieu of Contract; and FR 3-1; 5.1.1.5 – Not to exceed amount

(Maximum amount).44

Fiscal Rule Waivers

FR waivers shall be processed through the agency’s Controller who must give his/her assent to the request.

FR waivers should include: Support as to the benefit to the State for

granting the waiver as opposed to compliance with the FR. Ex., Advance payment FR waivers must

include evidence that the advance payment is an established industry standard and/or provides a benefit to the State at least equal to the cost and risk of the advance payment (FR 2-2; 8.2).

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Fiscal Rule Waivers

Cont. of FR waiver requirements: If a contract is at issue, you should include a

copy of the contract. If you are requesting to use a PO in lieu of a

contract, you should include the SOW. The exact name of the vendor subject to the

request. If you reference that it is a sole source,

include a copy of the approved sole source document.

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Fiscal Rule Waivers

Cont. of FR waiver requirements: The maximum amount of the request (if

applicable) and the length of the requested FR waiver. Generally, the OSC limits FR waivers through

monetary limits and end dates for the waiver. FAST FR waivers are generally granted for a

maximum of 3 years. CCU FR waivers are generally limited to the

greater of 5 years or the term of the related contract. Some riskier waivers are granted for shorter terms or subject to additional requirements.

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Fiscal Rule Waivers

Cont. of FR waiver requirements: FR waivers can be submitted through email

or in hard copy. FAST FR waivers should be submitted to

your assigned FAST representative and his/her backup.

CCU FR waivers should be submitted to RaLea Sluga (primary) and Robert Jaros (backup).

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Fiscal Rule Waivers

Cont. of FR waiver requirements: If your FR waiver includes multiple waivers

that apply to both FAST and CCU, you can submit your request to one division and we will coordinate our efforts to grant one email to you with all related FR waivers that are granted.

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Vendor Names in Contracts

The CCU has seen an increase in incorrect vendor names in contracts over the past few months.

Agencies/IHEs should ensure that the vendor name in their contracts matches the vendor name as registered with the Colorado Secretary of State and as it is listed in COFRS and CMS.

If it does not match, research why and fix it.

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For example, this is a vendor name I recently received on a contract: “System Service & Delivery.”

There was no copy of the Colorado Secretary of State (COSOS) vendor summary submitted with the contract.

Why did it raise a red flag to indicate that it may not be the correct vendor name?

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Cont. of “System Service & Delivery” I pulled the COSOS vendor summary

which listed the vendor as a foreign corporation.

By state law, corporations must include some word to denote that it is a limited liability entity, like “Corporation”, “Company”, “Co”, “Inc” etc.

This vendor name did not have such a limiting word.

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Cont. of “System Service & Delivery” Be aware that the state where the

company is domiciled controls its legal entity structure and name. This is where the company originally

organized. When registering with the COSOS for

foreign authority to transaction business in Colorado, the vendor name is a self reporting field. Because it is self reporting, the vendor can

get it wrong.53


Cont. of “System Service & Delivery” I researched the Delaware Secretary of

State vendor records and the vendor did not exist. Note: This could be because the vendor had

changed its name and not documented the name change.

To be thorough, I confirmed the vendor name in COFRS and CMS to be “System Service & Delivery, Inc.”

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Cont. of “System Service & Delivery” Be aware that the COFRS vendor

database is maintained by the submittal of W-9s by vendors which are TIN matched to the IRS database.

There are limitations to this confirmation. TIN matches only confirm the first 5

digits of a vendor name.

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Cont. of “System Service & Delivery” As a result, the Central Accounting Unit

that maintains the vendor database may require further IRS documentation to make changes to vendor names in COFRS.

CMS vendor names are generally matched to the COFRS database by a combination of name, Federal Employer Identification Number (FEIN) and address. 56


Cont. of “System Service & Delivery” Final result: This contract was rejected

and sent back to the contract writer to contact the vendor to determine the correct vendor name and require correction of the contract and to its registration at COSOS and the Delaware Secretary of State (if necessary).

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Why do you care if the correct name is on your contract?

The State has reporting obligations to the IRS to report payments to vendors with which it contracts. If the vendor name on the contract does not

match the IRS reporting name, we have violated our reporting duty.

Yes, omission of the “Inc” matters! It can mean the difference between a

corporation and a partnership. 58


While omission of the “Inc” means that the vendor is treated as a partnership (which is the default entity structure) and State could go after the vendor’s personal assets, it also generally means that insurance policies and bonds are unavailable to make the State whole. Insurance policies and bonds are typically

only issued in a vendor’s proper, registered name.

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Insurance companies and bond issuers look for any way to avoid payment on a contract and the wrong vendor name (meaning the wrong vendor) is a claim that has been used.

A vendor may personally be judgment proof, which means he has little to no personal assets that could be subject to a judgment.

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The CCU will review for correct vendor names in high risk contracts, pre-reviews of contracts; and FR waiver requests.

When the CCU monitors Controller delegates, this is something that will be reviewed.

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Vendor Registration with the COSOS

The State has taken the policy position to only do business with vendors that register with the Colorado Secretary of State. Note: Individuals, sole proprietors and

governmental agencies are not required to register with the COSOS.

This position has been supported by the OSC, the AG’s Office and State Purchasing.

Registration provides the State with a local registered agent on which to serve process, if necessary.

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Vendor Registration with the COSOS

Registration provides one form of confirmation of the vendor name, entity structure and organizational state.

Because OSC contract templates require registration and maintenance of such registration, you need a FR waiver to omit such requirement.

To avoid delays, remember to include a copy of the vendor COSOS summary information sheet (showing the vendor in good standing) or certificate of good standing with your contract submissions.

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Making Changes to Contracts that are Not

Effective This guidance is not to be applied to

contracts that are fully executed (including a Controller signature).

Modifications to effective contracts can only be made pursuant to the terms of such contracts, which should be in compliance with the OSC policy, Modifications of Contracts – Tools and Forms. For example, an amendment, an option

letter or task order. 64


Effective DO NOT use stickers or white out! You

cannot tell when the change was authorized and the vendor could dispute the change.

You have the option to either: Cross out the original text and, by hand,

note the change and have all previous signatories initial the change; or

Circulate the page with the changed term (including a track changes version is helpful) and have all signatories initial the page or send back an email approving the change.

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Effective Generally, the CCU characterizes

changes as either minor or major. Minor changes are authorized to be

circulated via email and the receipt of written authorization from the vendor for the change.

Major changes require a recirculation of the revised document for signature (either by initialing the changes or executing a new contract).

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Effective There is no bright line test to distinguish

“minor” from “major” changes. This is left to the discretion of the Controller delegate.

Generally, I require execution of a new contract: If changes run through a significant portion

of the contract (For example, changing 15 of 20 pages of a contract); or

If there are changes to the signature page.

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Effective Correction of typographical or

administrative errors or omissions that result in immaterial changes do not require circulation as either a major or minor change. For example, I will not require recirculation to

add the CMS number to a contract or to change “teh” to “the” (which is an obvious error).

For good vendor relations, you may want to notify them that you corrected such errors.

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Effective DO NOT use typographical or

administrative errors or omissions argument to make other changes to contracts!

I never allow changes to the following as typographical or administrative errors or omissions. Vendor names. Dates or Amounts - For example, you cannot

argue that you meant to state “October” instead of “September.”

Addition of exhibits or other attachments.69

When is a State Controller Signature Required?

The State Controller’s statute, CRS 24-30-202, requires the State Controller’s or his delegate’s signature on expenditure contracts.

An expenditure contract can take a few different forms.

It can involve the payment of money by the State (which is the most typical).

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It can have the State incur or accept an obligation or risk that it would not otherwise have incurred (which will or may require funds or State resources).

These types of expenditure contracts are harder to define.

For example, if the State is agreeing to maintain a building, this may be viewed as an expenditure contract.

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To meet this obligation, the State must use State resources (which could include State employees and/or goods or third party vendors and/or goods).

In another example, it is through this requirement that the State Controller approve expenditure contracts that he can reject the inclusion of a provision allowing the State to indemnify a vendor (even if it is in a contract that would otherwise be considered a revenue contract to the State).

You must review each transaction to determine if there is or will be an “expenditure” that would require a State Controller signature.

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High Risk vs. Low Risk

Who must execute your documents? Can the Controller Delegate execute it? Or must the CCU sign?

First, if you are not delegated by the State Controller, only the CCU can sign your documents.

Second, if you are delegated, look to the State Controller Delegate Letter for limitations and requirements.

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For original contracts: If you are a delegated agency, see OSC

Policy, Review and Approval of State Contracts Delegated Agencies (the “Delegated Agency Policy”).

If you are a delegated institution of higher education, see OSC Policy, Review and Approval of State Contracts Delegated Institutions of Higher Education.

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For modifications to contracts: If you are a delegated agency or institution

of higher education, modifications to effective contracts can only be made pursuant to the terms of such contracts, which should be in compliance with the OSC policy, Modifications of Contracts – Tools and Forms (the “Modification Policy”).

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How do you process an amendment to extend an information technology contract by one year? Issue: Pursuant to the Delegated Agency

Policy, information technology contracts are high risk; however, amendments to extend the contract by one year or less are low risk.

On the other hand, the Modification Policy requires that amendments have the same reviews, approvals and signatures as the contracts they modify.

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Which policy controls? The Modification Policy controls and the

amendment should be executed by the CCU as high risk.

From a legal standpoint, the more specific document should control the process. As the Modification Policy is specifically created to control modifications to contracts, it should control.

From a practical standpoint, amendments to high risk contracts should be approved by the same approvers with knowledge of the contract’s terms and risks.

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The Modification Policy is currently under review for changes. There is one known change for task orders. The policy for task orders requires that they

have the same reviews, approvals and signatures as the contracts they modify.

After implementation of the policy, the CCU realized the quantity of Task Orders requiring signature by the CCU was unmanageable and promptly notified agencies that while master task order contracts were still considered high risk, task orders issued under them were low risk.

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This required that the original master task order contract come to the CCU and allowed the task orders to be executed by the delegated agency.

One clarification to this process, if the only reason your contract is considered high risk is that it is a master task order contract, then task orders under such contract are low risk and can be executed by the delegated agency.

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However, if the your contract is considered high risk for more than just that it is a master task order contract (for example it is an IT contract), then task orders under such contract are high risk and can only be executed by the same approvers as the original contract they are modifying.

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Review of SOW by Controller

Question: When the CCU gets a contract to review, what does it review in relation to the SOW? Does it look for formatting and legal issues (i.e., limitations of liability, indemnification, license rights) or does it review for a sufficiently written SOW?

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Answer: The CCU, as a State Controller delegate, is required to ensure that: The contract is “reasonable and necessary”, “Prices or rates are fair and reasonable”, The contract adequately defines the

requirements, respective performance obligations of the parties and pricing,

Terms and conditions represent a commercially reasonable allocation of risks between the parties; and

The contract complies with applicable statutes, executive orders, rules and policies. 82


Statutes and Fiscal Rules promulgate such requirements.

The SOW is typically where the “meat” of the contract is located and cannot be separated from contract requirements.

As a result, there is no reasonable way to assess pricing, performance requirements or compliance without reviewing the SOW.

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Primarily, the CCU focuses on material issues.

Material issues generally include, but are not limited to, anything that: Violates a statute, policy, rule or guideline

(Ex. state indemnification of a vendor); Increases risk to the State (Ex. payment

terms are not clear); or Prevents the State from enforcing

performance by the vendor (Ex. no performance milestones).

84


Generally formatting issues do not rise to the level of requiring correction, but on occasion, a formatting issue can rise to the level of causing a material issue and require correction (Ex. Failure to properly list an exception in a list may cause such exception to not be included or use of acronyms).

However, if it is a pre-review, the CCU will give comments related to formatting and typographical errors. 85


All CCU contract reviewers should look for the same things in contracts, including SOWs; however, remember “materiality” is a subjective parameter.

Currently, there are not many members from which you can obtain a review. The CCU has members (soon to be 3) and sometimes Bob Jaros or Brenda Lujan assists in reviews. We try to coordinate responses, but due to timing we are not always able to do so. 86


Question -What is the expectation of contract writers in agencies/IHEs in relation to SOWs? Do we rely on the business unit to provide sufficient SOWs?

Answer: Controller delegates have the same requirements as the State Controller. Remember they execute contracts on his behalf.

Each agency has its own processes in place to meet these obligations, but ultimately the Controller delegate is responsible for compliance with his/her delegation requirements. 87


Such processes can include the Controller delegate reviewing contracts himself or herself or having a separate designated contract reviewer (with appropriate experience) to assist the delegate.

Because the SOW must be read with the rest of the contract as a whole and the business unit rarely reviews the base contract, it is in very limited circumstances that you can completely rely on the business unit to provide a sufficient SOW.

Someone should take responsibility for the entire contract and its review. 88

Questions?

Office of the State ControllerCentral Contracts Unit633 17th Street, Suite 1500Denver, Colorado 80202

• RaLea Sluga, Central Contracts Unit Manager(303) [email protected]

• Clark Bolser, Contract Specialist(303) [email protected]

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mailto:[email protected]

mailto:[email protected]

CCIT Meeting July 18, 2012 RaLea Sluga

Documents

Transcript of CCIT Meeting July 18, 2012 RaLea Sluga