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- Contract: is a written agreement, enforceable by law.
- Requestor: is the contract initiator that has submitted a request to Office of Contracting & Procurement (OCPOC&P) to review and approve a contract for the purchase of goods and/or services.
- Vendor: is a company or independent contractor that sells goods or services.
- Arbitration: Form of Alternative Dispute Resolution involving the resolution of disputes outside the court system using the services of an arbitrator.
- Governing Law: also known as choice of law, is a clause that is included within contracts, which gives the parties involved the right to choose which state’s or country’s laws will govern in a legal dispute between the parties.
- Indemnification: is a provision in a contract wherein one party agrees to be financially responsible for losses incurred by the other party.
- Jurisdiction: is the place in which legal action must be filed under a contract.
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Contract Documentation & Submission Requirements
- Individual departments often solicit products or services from vendors that may result in the request for additional contracts; however, it must be noted that purchase orders are in fact binding, legal contracts and are considered a fully executed contract and the University’s ultimate binding document.
- Vendors should be strongly encouraged to accept the University’s purchase order as its official contract. But if a contract is absolutely necessary, the requestor should ask the vendor to employ one of the University’s standard service agreements.
- If the vendor insists on providing their own contract, they must be made aware that the University is a New Jersey Public Institution and is not permitted to agree to certain clauses in vendor service agreements. The following list is a list of the most common objectionable clauses:
- Indemnification: Governing Law in a state other than New Jersey.
- Arbitration
- Jurisdiction in a state other than New Jersey.
- If a vendor provides a document that includes any of the aforementioned clauses, it will be redlined and sent back to the requestor.
- Whether the contract is on a standard University service agreement template or initiated by the vendor, the contract should clearly outline the products and or services at issue, including, but not limited to:
- Scope of work or an accurate, detailed, and concise description of the services to be provided or the work to be performed by the vendor.
- Deliverables or the quantifiable products or services that will be provided upon project completion.
- Term or the time period in which the contract will be valid.
- Cost of products or services and/or price breakdown.
- Signatures:
- Contracts should not be signed until the University approves any revisions to the final contract form.
- Upon approval of the contract, the vendor should be asked to sign the contract.
- Upon receipt of an executed contract, the OCP OC&P will obtain the signature of an authorized signatory of the University. No employee of the university is authorized to sign a contract unless the Board of Trustees has authorized that signatory.
- A contract will not be processed without the most up-to-date version of the
- Individual departments often solicit products or services from vendors that may result in the request for additional contracts; however, it must be noted that purchase orders are in fact binding, legal contracts and are considered a fully executed contract and the University’s ultimate binding document.
- Amendments
- Contracts may require modification (amendment).
- Amendments must be in writing.
- They must be approved through the OCPOC&P.
- They must be executed as described above.
- Contracts may require modification (amendment).
- Legal Counsel
- OCP OC&P is responsible for the processing of contracts for the purchase of goods or services and/or payments made to the contracting vendor.
- OCP OC&P will consult with Legal counsel as necessary.
- Timeframe
- Appropriate planning by the contract requestor should incorporate the below anticipated schedules:
- If a contract is on a standard Rowan template, a two week turn-around from the time of submission to OCP OC&P until the document is returned to the requestor should be expected.
- The requestor should allow for a 30 day turn-around when a contract is initiated by the vendor. Often clauses that are standard for a vendor, are not permitted by the State; requiring negotiation/modification.
- Contracts will not be processed by OCP OC&P that are submitted past service dates or receipt of products unless emergent in nature.
- Appropriate planning by the contract requestor should incorporate the below anticipated schedules:
- Additional OCP OC&P Responsibilities
- Vendor Maintenance:
- Prior to the review of contract documentation, OCP OC&P ensures the vendor we are contracting with is authorized in the University Banner System generating a unique identification number.
- The vendor data is cross referenced against documentation requirements from the State; including, but not limited to: New Jersey Business Registration Certification and EO117 Compliance Documentation.
- Procurement Compliance: If you are soliciting goods or services which result in a contract, OCP OC&P ensures the correct State mandated and University required procurement supports the purchase. For additional information see Rowan University’s Procurement Policy.
- Technology Compliance: Information Resources & Technology (IRT) is responsible for ensuring that technology infrastructure meets University supported specifications and standards. Contracts for technology purchases and services will not be processed without required approvals from IRT.
- Vendor Maintenance:
- Contract Requestor Responsibilities
- Follow procedures for submitting contracts:
- Ensure OCP OC&P has the final fully executed version of the agreement
- Track deliverables and contract movement including, but not limited to; perpetual renewals, renewal terms, vendor performance, etc.
- Notify OCP OC&P regarding vendors who are potentially in breach of contract.
- Upon request, submit Key Performance Indicator or Vendor Scorecard.
- Follow procedures for submitting contracts: