Depending upon your jurisdiction’s procurement approach and policies, this step might involve very little time and effort. For instance, if in your jurisdiction, the performance work statement (PWS) basically becomes the contract, then negotiations might be limited to fine-tuning some requirements around staffing, timelines or requested enhancements (e.g., reports that mimic ones you currently have) based in whole or part on the specifics of the successful proposal.

• Is the contractor clear on any provision for contract renewal or “option years,” especially in terms of the criteria which must be met for the contract to be renewed?
• Do you have agreement on key terms such as “maintenance,” “support” and “enhancement”?
• Does the contract allow for a change process to accommodate new CDC requirements or other priorities not envisioned at the time of contract execution?
• Are penalties for non-performance clear as to:
  • The circumstances under which the penalties are invoked?
  • The type(s) of penalties (financial or other) and, if more than one type, which apply to which circumstance(s)?
  • The role of program staff in providing supporting documentation related to penalties?
• Do you have agreement on any indemnification provision(s)? Any changes can likely only be negotiated by your AG’s office or whoever legally approves contracts, so inquire early of the contractor if there are any issues.

Considerations

• If you are not using the PWS as the basis for the contract, then contract negotiation may take up to three months, so be sure to allow enough time.
• The more you rely on your vendor, the more you need to be clear about roles and responsibilities, and about system performance and service level expectations. Don’t ever make assumptions about what will be provided and by whom.
• Work with your procurement office to identify what service level expectations go into a service level agreement and which are in the PWS or SOW.
• Clear, documented expectations and frequent communications with the vendor can help prevent situations where penalties are required. For guidance on emphasizing performance over penalties, see the “performance” tab of the IIS IT Services Worksheet.
• Contract negotiation can lead to greater clarity as you hone in on language for each provision, potentially highlighting and clearing up erroneous interpretations on the vendor’s part about what you wanted, or translating your language in the PWS or SOW to more industry-standard terms that are more precise and uniformly defined.