Contract Initiation and Reviewer Responsibilities
The individual initiating the contract on behalf of the College (the “contract initiator”) and subsequent reviewers are responsible for reading the entire contract and determining that its content, objectives, definitions, and terms:
- Accurately reflect agreements made during negotiations.
- Are consistent with the contract initiator’s or unit’s requirements.
- Contain the standard terms and conditions preferred by the College (see Forms) to the extent applicable and to the extent that they can be obtained given the relative bargaining power of the parties.
- Are clear and consistent throughout.
- Do not constitute a conflict of interest for the parties affected by the contract.
- Are in accordance with College policies.
- Are in accordance with state and federal laws as may be applicable.
- Do not impose obligations on the department or College that cannot be met.
In addition, contract initiators are responsible for ensuring that contracts:
- Are routed through the appropriate College officials for review prior to signing.
- Are appropriately filed and stored.
Finally, contract initiators are responsible for arranging for:
- Assessments of the likely impact of the transaction on the College and the broader community.
- Appropriate consultation with any constituencies that may be impacted by the transaction.
- A review of the department’s budget and confirmation that all funds necessary for the contract have been allocated or are available.
- The reservation of any facility being utilized in conjunction with the contract, using the appropriate channels.
- Completion of the Contract Review Request and Checklist.
Levels of risk exist in all contracts. A key responsibility of the contract initiator and subsequent reviewers is to assess the institutional risk of a contract. If a contract initiator is concerned about risks being assumed by the College under the terms of the contract, the contract initiator should contact the Vice President of Campus Services, in his or her capacity as Risk Manager.
Dean/Director of Department Initiating Contract Responsibilities
The Dean or Director of the Department initiating the contract is responsible for:
- Reviewing all contracts to ensure the individual initiating the contract has conducted their review.
- Signing off on the Contract Review Request and Checklist.
- Signing the contract, if the Dean or Director of the Department has the designated Contract Signing Authority, as discussed below.
Contract Signer Responsibilities
All contracts must be signed by both parties. Execution on behalf of the College must be done in accordance with the Delegation of Signature Authority by the Board of Trustees.
In addition, those employees with contract signing authority pursuant to the policy may delegate contract signing authority to their department heads by preparing a Delegation of Signature Authority.
The contract signer (authorized by the policy or by delegation) is responsible for 1) reviewing and signing the contract, 2) ensuring that all mandatory reviews have been done, and 3) sending the signed original contract to the responsible office for storage and management.
Director of Purchasing
The Director of Purchasing is responsible for:
Receiving a copy of all contracts from the contract initiator with the completed Contract Review Request and Checklist.
Reviewing all contracts (for goods and services) to ensure that:
All purchasing policies have been followed including, appropriate bidding procedures, etc.
The department has obtained the best pricing available, when applicable.
Exclusive purchasing agreements with specific vendors have been adhered to.
A new contract does not result in the breach of an existing contract.
All required clauses are present.
All prohibited clauses have been addressed.
Contacting the initiating department to discuss any issues which arise from his/her review of contract.
Determines and facilitates, if necessary, if additional review by other departments is required.
All such contracts should be sent electronically in Microsoft Word format (not in “pdf” format), with a copy to the College official authorized to sign the contract.
General Counsel Responsibilities
The Office of the General Counsel is responsible for reviewing all (i) non-form and (ii) non-standard form contracts to ensure that:
- Proper indemnification is present.
- An independent contractor status clause is present (when necessary).
- All required/prohibited clauses have been addressed.
- All provisions legal in nature are acceptable.
- All clauses of concern to the initiating department are reviewed.
All contracts requiring the College to pay out more than $50,000 and all contracts involving unique risks and liability to the College (regardless of the monetary amount of the contract) should be reviewed and approved by the Director of Purchasing before submission to the authorized official for signature. Exceptions to this advance review requirement are purchase orders and contracts using templates previously approved by the Office of General Counsel (see below).
Exception for Barnard Standard Form Contracts
The College has developed many standard form contracts for particular types of transactions, particular vendors, etc. for use by College departments found at http://barnard.edu/contract-management/Forms_Templates. The Office of General Counsel will work with departments to develop additional form contracts, as necessary. Once a form contract is approved by the Office of General Counsel, the department may use such form agreements without individual review by the Office of General Counsel, so long as it is used for the particular type of transaction and/or vendor for which its use has been approved and the form remains unchanged (except for filling-in blanks, where applicable). The Office of General Counsel will review the form contracts every several years to promote continuing conformity with legal requirements.
VP for Campus Services (Risk Manager) Responsibilities
- Insurance requirements relevant to the contract are present.
- Provisions that pose a substantial risk to the College are reviewed and negotiated until satisfactory to the College.