Contracts & College Policies Executive Team's Contract Review Protocol
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 may, in some cases where the operating department rep is fully in sync with the issues and constraints, delegate signature authority on contracts that Procurement has reviewed.
This section updated 9/16/16
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.
- Even a $1,000 contract 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 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 section updated 4/27/17
What you should do:
At the earliest possible stage in considering a contract— (anything that does—or should—involve a written understanding) for...
- the use of facilities, or
- the purchase of goods (under written contract)—
submit a copy of the contract via the Contract Submittal Form after you have completed any specific information only you can supply, but have not added your name or signed the contract. The form will accept several formats including Word.doc or Adobe.pdf.
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 agreement to proceed with the review of the agreement. The form will also prompt you to indicate whether you are submitting for input only or are have selected that supplier and are ready to execute the agreement after all approvals and review.
What you might want to know...
... about what will happen next (and why).
Expect the review process to usually take 2-4 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 10/22/18
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.
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.
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.
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.
Section 2B updated 9/16/16; Standard Terms & Conditions updated 10/16/15; Standard Terms for Events updated 1/2/10.
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.