WHAT IS "CONTRACT ADMINISTRATION
Responsible contracting is a cornerstone of an efficient and orderly operation of any higher education institution. A contract can take the form of a simple agreement reserving a space for a university department to host a conference at a hotel or it can be dozens of pages of clauses which lead to a three-year project for implementing new technologies.
Whatever form, a contract is basically defined as "an agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law." (Black's Law Dictionary, 7th Ed., 1999). Basically, a contract describes an obligation to perform by one or both parties and the consideration received in return. What is being provided in your agreement and what are you asked to give in return?
University policy 3342-5-04 provides that only "the president, a vice president or the board" may contract on behalf of the university. All others must have a specific "Letter of Delegation" granting the authority to contract on behalf of the university. Engaging in an agreement without the proper signatory authority may expose the employee to incur personal liability for the terms of the agreement.
Contract administration is a process by which an organization tracks its contracting process to ensure that: 1) the appropriate terms have been negotiated on behalf of the university and its interests, 2) the contract undergoes legal review, 3) the contract is signed by a university official with the authority to obligate the university, and 4) after execution, a final copy with the signatures of both contracting parties is recorded and retained in a manner that it can be accessed at a later time.
THE ROLE OF THE OFFICE OF GENERAL COUNSEL IN THE CONTRACTING PROCESS
While university stakeholders are responsible for negotiating the substantive terms of their own contractual agreements, the Office of General Counsel is responsible for ensuring the "legal sufficiency" of each agreement. Counsel should be involved in the beginning of the contracting process and should review the contract before it is signed by any university official. Each contract is reviewed in consideration of, but not limited to, the following contractual principles:
The Office of General Counsel does not negotiate substantive terms of the Agreement, and such terms are not considered during the course of review. The "terms of the deal" are the responsibility of the contracting party (department, college, division, etc.).
The Office of General Counsel has created a sample "Letter of Delegation" which may be used to delegate contracting authority beyond the levels provided for in University Policy 3342-5-04. Please see also the Frequently Asked Questions fact sheet prepared to assist with the delegation of contracting authority.
Guidance for certain contracting processes
The University processes thousands of contracts a semester. Departments must plan ahead to ensure that contracts are not rushed nor contemplated at the last minute! Emergencies will happen. However a "last minute" contract may need revisions and such revisions may take time to negotiate which could mean missed deadlines for the department.
The following list is not meant to be comprehensive but provide for increased collaboration with some of the most frequent types of contracts engaged in by university departments.