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ROWAN UNIVERSITY POLICY 

Title: Contract Policy
Subject: Contracting and Purchasing
Policy No: FIN:2021:01
Applies: University-Wide
Issuing Authority: Senior Vice President for Finance and CFO
Responsible Officer: Senior Director of Contracting & Procurement
Adopted: 12/27/2019
Last Revision:

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05/

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04/

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2021
Last Reviewed:

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05/

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04/

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2021


I.     PURPOSE

To establish sound and consistent management practices along with defining define the responsibilities of University employees regarding University contracts for the purchase of goods and services.  Please refer to the Office of General Counsel for contracts of other types.

II.   ACCOUNTABILITY

At the direction of the President, the Senior Vice President for Finance and CFO shall implement this policy and the Senior Vice Presidents, Vice Presidents, Deans, Directors, Department Service Requestors and Supervisors shall ensure compliance with this policy.

III.  APPLICABILITY APPLICABILITY

This policy applies to all Rowan University departments (Academic and Administrative) who , divisions, colleges, and schools  who wish to procure products and/or services that result in a contract whether requested by the vendor or University requestor.  Please note that products and/or services should not be procured without appropriate documentation.

IV.      DEFINITIONS

  1. Contract: is a written agreement, especially one concerning sales that is intended to be enforceable by law.
  2. Requestor: is the contract initiator that has submitted a request to Office of Contracting & Procurement (OCP) to review and approve a contract for the purchase of goods and/or services.
  3. Vendor: is a company or independent contractor that sells goods or services.
  4. Arbitration:  is a legal technique for the Form of Alternative Dispute Resolution involving the resolution of disputes outside the courts presented to a third party or arbiter.court system using the services of an arbitrator. 
  5. 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 region's laws they will follow if two regions' laws conflict with one another.state’s or country’s  laws will govern in a legal dispute between the parties. 
  6. Indemnification: is a type of agreement provision in a contract wherein one party agrees not to hold another party liable for legal causes of action in the future.to be financially responsible for losses incurred by the other party. 
  7. Jurisdiction: is the venue place in which any legal proceedings will take place, i.e., State of New York, Province of Quebec, 3rd Circuit, etc.
  8. Service Level Agreement (SLA): An agreement used to easily identify important stakeholders and deliverables.

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  1. legal action must be filed under a contract.

V.  POLICY

  1. Contract Documentation & Submission Requirements

    1. 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.
      1. 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.
    2. 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 sign agreements that contain agree to certain clauses often found in vendor service agreements.  The following list is a list of the most common objectionable clauses:
      1. Indemnification: OCP may never indemnify a vendor that is not a New Jersey State entity.Governing Law: Choice of law must always be Governing Law in a state other than New Jersey.
      2. Arbitration: It is not permissible to subrogate the State’s rights to arbitration.Jurisdiction: Must always be the State of
      3. Jurisdiction in a state other than New Jersey.
      4. If a vendor provides a document that includes any of the aforementioned clauses, it will be redlined and sent back to the requestor.
    3. 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 solicited for; at issue, including, but not limited to:
      1. 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.
      2. Deliverables or the quantifiable products or services that will be provided upon project completion.
      3. Term or the time period in which the contract will be valid.
      4. Cost of product products or service services and/or price breakdown. 
    4. Signatures:
    5. New Jersey State regulations mandate that during contract engagement documentation within our Contract Package along with the Employee Information Report must be provided and fully executed by the vendor.
      1. The contract must include the vendor’s signature with submission to OCP.  If the vendor will not provide a signature before the University provides their own, contact OCP to address the vendor’s concerns directly.
      2. Appointed by the Board of Trustees, there are only three designated University signatories with the authority to legally bind the University to the terms and conditions set forth within a contract.
      3. The OCP will not review documents signed by unauthorized individuals.
    Contract Package
      1. Contracts should not be signed until the University approves any revisions to the final contract form.
      2. Upon approval of the contract, the vendor should be asked to sign the contract.
      3. Upon receipt of an executed contract, the OCP 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. 
  2. Contract Approval Form:
    1. A contract will not be processed without the most up-to-date version of the Approval Form. The approval form includes the required levels of departmental approval and vital information for the OCP.
  3. Amendments
    1. Often there are modifications made to existing contracts.
      1. Verbal adjustments are prohibited.
      2. Amendments will be treated as binding-legal documents and handled in the same manner as a contract.

    Legal Counsel

    1. Any contract that ultimately results in Contracts may require modification (amendment).
      1. Amendments must be in writing.
      2. They must be approved through the OCP.
      3. They must be executed as described above.
  4. Legal Counsel
    1. OCP is responsible for the processing of contracts for the purchase of goods or services and/or payments made to the contracting vendor, will be reviewed and approved within OCP.If OCP recognizes an additional need for legal counsel, their assistance will be requested
    2. OCP will consult with Legal counsel as necessary.
  5. Timeframe
    1. Appropriate planning by the contract requestor should incorporate the below anticipated schedules:
      1. If a contract is on a standard rowan Rowan template, a two week turn-around from the time of submission to OCP until the document is returned to the requestor , should be expected.
      2. 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; thus adding OCP negotiation to the timeline.requiring negotiation/modification. 
    2. Contracts will not be processed by OCP that are submitted past service dates or receipt of products unless emergent in nature.
  6. Additional OCP Responsibilities
    1. Vendor Maintenance:
      1. Prior to the review of contract documentation, OCP ensures the vendor we are contracting with is legitimized authorized in the University Banner System generating a unique identification number.
      2. 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.
    2. Procurement Compliance: If you are soliciting goods or services which result in a contract, OCP ensures the correct State mandated and University required procurement is behind supports the purchase. For  For additional information see Rowan University’s Procurement Policy.
    3. Technology Compliance: Information Resources & Technology (IRT) is responsible for ensuring that technology infrastructure meet meets University supported specifications and standards. The contract Contracts for technology purchases and services will not be processed without required approvals from IRT.
  7. Contract Requestor Responsibilities
    1. Follow procedure for submitting contract.
      1. Ensure OCP has the final fully executed version of the agreement
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      1. Track deliverables and contract movement including, but not limited to; perpetual renewals, renewal terms, vendor performance, etc.
      2. Notify OCP regarding vendors who are potentially in breach of contract.
      3. Upon request, submit Key Performance Indicator or Vendor Scorecard.