Agreements & College Policies Executive Team's Agreement Review Protocol
Who can sign college agreements?
Authority to enter into agreements 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 agreements, Procurement may, in some cases where the operating department rep is fully in sync with the issues and constraints, delegate signature authority on agreements that Procurement has reviewed.
This section updated 2/26/20
Why is this review necessary?
- The college's liability insurance company says agreements gone awry are the single most common preventable loss at colleges and universities nationwide.
- Even a $1,000 agreement can lead to a $1,000,000 problem.
- 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.
- From a centralized perspective we can see conflicts, redundancy, overlaps, savings from potential consolidation, mis-matched exclusivity commitments, and other problem areas.
It is quite common for an entity'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 section updated 2/26/20
What you should do:
At the earliest possible stage in considering an agreement— (anything that does, or should*, involve a written understanding) for...
- services - on or off campus,
- our use of other's facilities, other's use of our facilities, or
- the purchase of goods (under written contract)—
submit a copy of the agreement (via the Agreement Submittal Form) after you have filled in on the agreement any specific information only you can supply, but have not added your name or signed the agreement. The submittal form will accept several formats including Word.doc or Adobe.pdf.
(*For services anywhere, or for the use of any facilities by us or others, the college requires there be a written agreement. If the supplier does not have one to provide, we will create it. In those cases, please attached a written statement with as much detail about the understanding, in lieu of their actual proposed agreement, when you fill out the submittal form.)
This will simultaneously send it to Procurement and your Approver (usually your VP). The Approver will receive an email prompting them to indicate to Procurement their approval to proceed with the review of the agreement. The form will also prompt you to indicate whether you have selected that supplier and are ready to execute the agreement after all approvals and review, or it is a routine repeat contract (eg, annual renewal or event), or you are submitting it for input only while merely considering using the supplier.
What you might want to know...
... about what will happen next (and why).
Expect the review process to usually take 1-4 weeks (depending on caseload, complexity, and more complicated issues that may be encountered. 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 (prompted on the submittal form).
- make every feasible effort to meet that target, and
- 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 section updated 2/26/20
An Approval Request form will be automatically generated and sent to the approving Vice President (or designee). If the agreement valued exceeds $10,000 an Approval Request will also be sent to the VP/Finance. Assuming VP approval is granted, the agreement will move on to Procurement Review. Exception: if it is a repeat contract essentially identical to its predecessor previously approved by the VP (eg, annual renewal/event) then it will move directly to Procurement Review, if you select that option on the submittal form.
A. We will take the next step depending on the nature of the agreement.
GOODS: In most cases these can be quickly processed, unless the supplier will deliver (and possibly install) directly into a building other than Central Receiving, requiring a slightly more complex agreement and insurance concerns.
FACILITIES: If the agreement is for the use of other's facilities by us or other's use of our facilities, the issues involved can take a little more time to come to agreement.
OTHER (primarily involving services): All other agreements will proceed thru the subsequent steps, with Procurement consulting Institutional Resilience and/or College Counsel regarding novel or complex legal issues.
MASTER AGREEMENTS: Routine and frequent requests with a service provider can be significantly* expedited by the creation of a Master Agreement governing the terms and conditions of the subsequent requests. ("Subordinate" agreements are now usually processed the same or next day.) If you would like to set up a Master Agreement with a supplier, contact Procurement for advice on the best way to start (will depend on the type of and/or specific supplier). Depending on the amount of change required to the supplier's proposal, it may initially be sent to the Supplier as either a draft to review or an immediate offered agreement for their review and eventual signature.
B. Procurement will review the agreement and will contact you with any comments or concerns, with a cc to your Vice President. Typically, we will ask that the college’s standard terms and conditions applicable to the type of agreement be incorporated into the agreement.
C. Procurement will negotiate the legal issues directly with the supplier's designee, and will be available to assist (or represent) you in negotiating operational issues.
Once all terms have been agreed between the parties, Procurement will usually execute (sign and obtain counter-signature when applicable) agreements and provide [access to] electronic copies (paper copies on occasion or on request) to the supplier, to you, and to your Vice President. This is now an automated process, and it will be helpful to forewarn your supplier to expect email transmittals from email@example.com, to avoid the possibility they will go to the supplier's "Spam" folder.
DURING THIS PROCESS
It is very important to use "we would like to" and not "we will" language until the contract is fully executed (agreed to by both parties), the insurance we will likely require is provided, and all of that is accepted and confirmed by the Office of Procurement. No deposit should ever be sent to the Supplier until the contract process is complete.
Section updated 7/26/2021.
Currently, all agreements are to be reviewed (or created) 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.