1 / 25

THE OSC PRESENTS: MODEL CONTRACT PROVISIONS Which answer life s burning question: WHAT S THE PURPOSE OF ALL THAT VERB

Preface FORMATTING. Table of ContentsSectionsPage NumberingCopying and PastingForms It's a Word Processor, not a typewriter. Table of Contents . Long ContractsProvides easy referenceHyperlinks in electronic formatUpdatingAutomatically updates changesSometimes messes up borders. Sections .

leoma
Download Presentation

THE OSC PRESENTS: MODEL CONTRACT PROVISIONS Which answer life s burning question: WHAT S THE PURPOSE OF ALL THAT VERB

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

    1. THE OSC PRESENTS: MODEL CONTRACT PROVISIONS Which answer lifes burning question: WHATS THE PURPOSE OF ALL THAT !@#$%*% VERBIAGE ? With your host: Kevin Edwards Central Contracts Unit Manager

    2. Preface FORMATTING Table of Contents Sections Page Numbering Copying and Pasting Forms Its a Word Processor, not a typewriter

    3. Table of Contents Long Contracts Provides easy reference Hyperlinks in electronic format Updating Automatically updates changes Sometimes messes up borders

    4. Sections Use short paragraphs Dont mix ideas Easier to read Use Outline feature Dont do it manually Number it all Recitals and whereas too

    5. Page Numbering Be consistent Page 1 of 18 Not Page 1 of 1, Page 2 of 2, etc Page 1 Exhibits, Attachments, etc Always reference in the main body Label them Best Practice Example: Exhibit A Statement of Work to CDLE contract with RMSER

    6. Copying and Pasting Tips to keep your formatting: Work with Show/Hide on Edit-Paste Special-Unformatted text Learn to use Styles & Formatting Watch copying the (it contains all of the formatting)

    7. Forms Forms Feature View-Toolbars-Forms Auto adjust Tools Fill in the Box Add instructions Unlimited Text Checkboxes Drop-down menus Padlock Protect/Unprotect Form

    8. ACT I - FRAMEWORK These provisions frame the contract. They delineate: Parties Recitals Term Contract Administration Definitions

    9. Parties Identifies who the parties are Often 1. Keys to successful identification: State of Colorado Department or IHE Division Contractor Full name and dba (if any) Entity type: individual, corporation (be careful with nonprofits who dont use a corporate identifier in their name), partnership, LLC, etc Privity of Contract Acronyms

    10. Recitals Not always necessary and can cause confusion if not carefully stated as it is not always clear role they play in construing contracts Use to state The Purpose of the Contract, i.e., why needed List the States authority and appropriation

    11. Often 5. The contract Term specifies Start: When contract terms start and what causes them to start Related to but not always the same as Effective date End: When and How contracts end (terminate, expire) and what causes them to end Extensions and Renewals: How and when contracts can be extended or renewed Note: Once contract end, they cannot be revived (no matter how many revival meetings you hold) Term

    12. Administration Includes 22 Notice & Representatives, but can be in any specific provision Who gets notice when, where, and how Who makes decisions when, where, and how Who does inspections or performs administrative tasks

    13. Definitions What do terms mean Terms of Art Key Words or Phrases Exhibit List Acronyms

    14. ACT II MEAT & TATERS These provisions are the substance of the contract. They delineate: Obligations What the Parties respective Obligations are When, Where and How Obligations are performed Firm vs. Contingent Primary vs. Ancillary Obligations Remedies What happens if obligations are not performed in a proper and timely manner When and How remedies are exercised

    15. Primary Obligations The whole point in having a contract Example: the State wants bluebooks printed while the contractor wants money in exchange Two Main Provisions Statement of Work (SOW) Compensation Of and Payments to Contractor

    16. Primary Obligations SOW Usually applies to contractors Applicable to service contracts, although can be mixed with goods purchases Details of what services contractors are to perform Level of details depends on how complicated, extensive, and/or unusual the work is Goods Purchase dont require a SOW

    17. Primary Obligations Payment Usually the States sole Obligation Compensation/Payment provision states: Conditions for payment Maximum amount over contract life Method and Time Interest Erroneous Payments, Unexpended and Excess Funds Availability of Funds-Contingency Specific Remedies

    18. Obligations-Ancillary General Obligations that are: Not needed to have binding contracts Offer one party (usually the State) added rights and protections and adds to the duties of the other party Some are required by law Often (but not always) the same in all contracts

    19. Obligations-Ancillary Model Contract Provisions CONTRACTORS EMPLOYEES AND AGENTS REPORTING-NOTIFICATION CONTRACTOR RECORDS CONFIDENTIAL INFORMATION-STATE RECORDS RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE INTELLECTUAL PROPERTY ESCROW CONFLICT OF INTEREST WARRANTIES INDEMNIFICATION-INTELLECTUAL PROPERTY REPRESENTATIONS INSURANCE DEFAULT-BREACH REMEDIES GOVERNMENTAL IMMUNITY

    20. Obligations-Ancillary Model Contract Provisions MISCELLANEOUS: Address common technical legal issues Assignment Binding Effect Captions Counterparts Entire Understanding Void Standard Software-Website Agreements Indemnification (once moved from SPs) Jurisdiction and Venue-Mandatory Modification By the Parties By Operation of Law Order of Precedence Severability Survival of Certain Contract Terms Third Party Beneficiaries Waiver

    21. Obligations-Ancillary Special Provisions New FR 3-1 Version CONTROLLER'S APPROVAL FUND AVAILABILITY GOVERNMENTAL IMMUNITY INDEPENDENT CONTRACTOR COMPLIANCE WITH LAW CHOICE OF LAW BINDING ARBITRATION PROHIBITED SOFTWARE PIRACY PROHIBITION EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST VENDOR OFFSET PUBLIC CONTRACTS FOR SERVICES PUBLIC CONTRACTS WITH NATURAL PERSONS

    22. Remedies Purpose: To make a party whole if the other party does not perform its Obligations in a proper and timely manner Tied in with Default and Breach Only necessary in an imperfect world

    23. Remedies Types Contractual Termination Cause and/or Default Public Interest Non-Termination Suspend Performance Withhold Payment Deny Payment Deduction for Unsatisfactory Performance Damages Liquidated General Special Consequential Specific Performance Attorneys Fees and Costs

    24. Exhibits, Attachments, Etc Exhibits, attachments, charts, maps, supplements, or whatever you call them They can contain contractual provisions Example: SOW in the main body often is short and refers to an exhibit for details Must refer to them in the contract and incorporate them by reference if their provisions are to be applicable They can be for reference purposes only Example: GPS maps attached to a DOW real-estate contract show general location of property, but the legal description is what controls Do not incorporate into the contract if exhibit is for reference only

    25. ACT III - TOPPINGS Critical Parts of contracts include: Signature Page 90% of all errors occur here (and I dont know why)

    26. One Last Item Today is not only National Hugging Day, but it is also Squirrel Appreciation Day. Be sure to hug a squirrel after you leave here today!

More Related