Contract Review Protocol

What you should do

At the earliest possible stage in considering a contract— (anything that does—or should—involve a written understanding)  for

  • services,
  • the use of facilities, or
  • the purchase of goods (under written contract)—

send a copy to your Vice President. Electronic versions are preferred.

What you might want to know ...

... about what will happen next (and why).

The review process can take up to 4 days (per reviewer) for straightforward goods and facilities contracts, or 2-4 weeks (total) for other or more complex contracts. The review will take into account, among other things, the common issues identified by our liability insurance carrier in this Guide for Reviewing Contracts (link on that page under Risk Learning Resources).

 

Give Procurement your target completion date. We will:

  • a) make every feasible effort to meet that target, and
  • b) advise you if the target appears imperiled.

If you do not allow ample review time, your implementation plans could be affected, so the earlier you include Procurement, the better for your project.

(This paragraph updated 12/16/11)

  1. VP REVIEW
    A. If the contract value is under $10,000, the Vice President will confirm approval in
    concept simply by routing it to Procurement.

    B. If the contract value exceeds $10,000, the Vice President will confirm approval in
    concept by routing it to the VP/Finance who, upon review, will confirm it for funding by routing it to Procurement.

  2. PROCUREMENT REVIEW
    A. We will take the next step depending on the nature of the contract.

    GOODS: In most cases it will be briefly scanned and quickly routed back to you, delegating you (except students) the authority to sign the contract.

    FACILITIES: If the contract is for the use of off-site facilities, it will be reviewed for standard concerns, and if none appear it will be routed back to you, delegating you (except students) the authority to sign the contract.

    OTHER (primarily involving services): All other contracts will proceed thru the subsequent steps, with Procurement consulting College Counsel regarding novel or complex legal issues.

    B. Procurement will review the contract and send to you any comments or concerns observed, with a cc to your Vice President. Typically, we will ask that the college’s Standard Terms & Conditions be incorporated into the agreement. (The Standard Terms are subject to change. You may provide the current copy found here for prospective contractors to review.)
    If the contract is with a performer (or group) or lecturer for an event, either on or off campus, please use the college's Standard Terms for Event Engagements with that party instead. Whichever is to be used, you can expedite the process by having the supplier incorporate or append the appropriate version before the contract is submitted for review and approval. (This paragraph updated 11/24/9; Standard Terms & Conditions updated 3/23/10; Standard Terms for Events updated 1/2/10.)

    C. Procurement will negotiate the legal issues directly with the contractor's designee, and will be available to assist (or represent) you in negotiating operational issues.

  3. CONTRACT SIGNATURE
    Once all terms have been agreed between the parties, Procurement will execute contracts (if not delegated to you) and provide electronic copies (paper copies on occasion or on request) to the contractor, to you, and to your Vice President.
Who can sign college contracts?

Authority to enter into contracts is granted to the President, who has expressly delegated primary responsibility and authority to the Office of Procurement, and in some cases (subject to Procurement review) to Vice Presidents. For Goods and Facilities contracts, Procurement will often delegate that authority to the operating department after having reviewed the contract.

Why is this review necessary?
  • The college's liability insurance company says contracts gone awry are the single most common preventable loss at colleges and universities nationwide.
  • Most people are not familiar with the IILL pitfalls: Insurance; Indemnity; Limitation of Liability.
  • Other issues that need a practiced eye: promises; time frames; change processes; dispute resolution; and so on.

It is quite common for a contractor's boilerplate document to state that they will not be responsible for harm they cause to us--even if due to their negligence. As a rule, we will push back on this point. Most everyone recognizes the logic and basic fairness of our objection, and willingly accommodates. (This paragraph updated 11/24/9)

Protocol Evolution

Currently, all contracts are to be reviewed according to the procedure specified above. As we observe patterns in the review process, the program may be refined. For instance, there may come a point at which VPs will blanket-approve certain categories of contracts to go directly to Procurement, in which case we would revise the protocol here, and announce material changes to affected parties.

Protocol adopted by Executive Team, 8/20/2008