CONTRACT MANAGEMENT POLICY AND PROCEDURE MANUAL. F.PC.001.PR.1 Introduction F.PC.001.PR.2 Contract Management Policies... 2

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1 CONTRACT MANAGEMENT POLICY AND PROCEDURE MANUAL Table of contents.1 Introduction Management Policies Management Procedures - Overview Management Procedures Responsibilities of the Originating Unit s Management Procedures - Responsibilities of Purchasing & s Management Procedures Responsibilities of University Counsel Responsibilities of Finance and Administration Training Appendix..15 Page 1 of 17

2 .1 Introduction This Policy and Procedure Manual provides Academic and Administrative Schools and Offices (referred to as Unit Representative in this document) with a standard reference guide for contracting goods and services on behalf of the University. It is essential that standard contract management policies be established so efficient business practice are maintained within the University and in cooperation with businesses, trade associations, governmental, and private agencies. These policies and procedures are the standard guidelines supported by the Offices of Finance and Administration and University Counsel..2 Management Policies Authorized Signatories Non Standard Agreements It is the policy of the University that contracts may only be signed by persons authorized by the President and the EVP for Finance and Administration. Authorized signatories include: The Executive Vice President, Treasurer The Vice President-Finance, Associate Treasurer POLICY UPDATE Signature Decentralization Pace Standard Agreements Only Authorized signatories from the University units may be designated by the Office of the Vice President- Finance, Associate Treasurer. Insurance It is the policy of the University that, when applicable, evidence of insurance required by Pace pursuant to an agreement must be submitted prior to final approval and signature. Most contracts contain an insurance provision, which requires that the vendor supply Pace University with proof of insurance coverage relating to the services provided under the agreement. Proof of insurance is generally in the form of a certificate of insurance with Pace University named as Additional Insured. A contract will not be accepted for review unless the certificate of insurance is submitted as part of the contract documents. Any modifications to University standard insurance requirements must be approved by the Director of Risk Assessment and Insurance, in advance of submitting contract documents. Written confirmation of approval must be submitted as part of the contract documents. Page 2 of 17

3 Honoraria Unit Managers may use the Acknowledgement of Speaking Engagement and Speaking Engagement Payment Letters to invite and pay guest speakers. These letters may be signed by the Unit Manager and do not require review/transmittal to Purchasing & s. Speaking Engagement and Speaking Engagement Payment letters may be sent directly to Accounts Payable when the guest speaker has satisfied his/her engagement with the University. The invited speaker must meet the following criteria: Requirements for Use of the Speaker Engagement and Payment Letters Individual is limited to a speaking engagement on campus or at a University sponsored event. Speaker is a low-level risk to the University community. Speaker is not represented by an agency. Speaker will not engage subcontractors. Speaker is not a consultant, who is, not providing consulting services or advice to the University audience. Speaker is not under the protection of bodyguards. Speaker carries no dangerous weapons. If the invited speaker does not meet the above requirements, please see the following agreements and riders: Speaker, Artist, Performer Agreement (or Rider)* Vendor/Consultant Agreement (or Rider)* *A rider form would be used if/when the speaker has his/her own contract form. Outside Events and Catering Agreements A. Restaurants, Hotel Room Reservations Agreements for restaurants and hotel room reservations can be paid with a purchase order or other means approved by Finance and Administration and need not be reviewed by University Counsel. B. Catering Agreements Routine catering requests for food delivered on campus can be paid with a purchase order or other means approved by Finance and Administration and need not be reviewed by University Counsel. Routine catering requests include pizza deliveries and lunch/refreshments for meetings and/or seminars. Catering agreements with catering halls should be processed with an appropriate contract and Pace s standard Service Agreement Rider. The above excludes University the on-campus food contractor. Page 3 of 17

4 Note: It is the responsibility of departments to exercise due diligence in selecting restaurants, catering halls and other event spaces to conduct outside special events. General inspection of the premises is recommended make sure that there are no obvious health or safety issues and obtaining confirmation of non-discrimination policies of the establishment. Standard Agreements and Riders There are a number of Pace standard agreements that have been developed by the Office of University Counsel that may be used to govern varied types of contractual services. An example of a Pace standard agreement is the Consultant/Vendor Agreement. Unit Managers should use standard agreements whenever possible. Standard agreements that are signed by the vendor, without modification, do not require University Counsel review and may be forwarded directly to Purchasing & s for Finance and Administration signature(s). Additionally, Pace University Counsel has developed standard riders that may be used when vendors have their own contract templates. Pace standard riders contain legal and business terms approved by University Counsel and should be included with vendor contracts when applicable. An example of a standard rider is the Web Services Purchase Agreement Rider this rider should be presented to when a web service provider its own contract template. The vendor should review and sign Pace s rider as part of the complete contract documents. Note: Standard agreements that have been approved for signature decentralization, and have not been modified, may be signed by the unit Designated Signatory. A copy of the signed agreement must be submitted to Purchasing & s. Independent ors A worker is classified as an employee or an independent contractor by the Office of University Counsel. Step 1: Step 2: Step 3: Step 4: The Unit Manager of the Pace office wishing to retain the services of an independent contractor must complete an Independent or Questionnaire. Complete the relevant sections of the Consultant Agreement. If the worker has his or her own agreement, forward that agreement and the Service Agreement Rider to University Counsel for review. University Counsel will inform the department and Finance and Administration by of its determination and whether the independent contractor must provide insurance. If it is determined that the worker is an independent contractor, and the contract is approved as to legal form the contract (and rider, if applicable) will be forwarded for Finance & Administration signature. Page 4 of 17

5 Approvals There are a number of contracts that require additional approvals from other authorizing departments prior to submission to Purchasing & s. Please check the Type List on the s Administration web page to determine whether a contract requires prior approval by an authorizing department. In addition to specific contract types, if a contract involves or contains a provision relating to the following issues, prior approval by the authorizing department is required: Program or Service Alumni Programs Software/Hardware Agreements Marketing and Advertising of University Public Relations Consequences Use of Pace Trademark or Name Access to Web Page Gifts, Bequests, Scholarships Planned Giving Student Travel and Study Abroad Scholarships, Tuition Remuneration, Grants Authorizing Department Office of Philanthropy Division of Office Technology University Relations University Relations University Relations University Relations Office of Philanthropy International Programs Director and Dean Academic Affairs Master Agreements University Counsel will work with Unit Managers to identify routine, unchanging business relationships that may be governed by master agreements. Payments for vendors under master agreement may be processed with work and purchase orders throughout the term of the agreement..3 Management Procedures - Overview Frequently Asked Questions? 1. How do I get my (non-standard) contract reviewed and approved? Step 1: Review the contract. Make sure it contains all of the provisions agreed to between the parties (see 2.1 Elements of a ). If it is the vendor s agreement, check the Standard Riders to see if there is an appropriate Pace rider to be attached. Step 2: Obtain insurance certificate from vendor (if applicable). Step 3: Obtain vendor s signature on contract and rider (when rider is applicable). Step 4: If payment is required enter a purchase service request on the online purchasing system. If the contract is with a consultant who is an independent contractor, complete the Independent or Questionnaire and the Independent or Payment Request Form. Step 5: Complete the Review Form. Page 5 of 17

6 Step 6: Submit the Documents to the s Administrator in Purchasing & s, i.e. Review Form,, Insurance certificate and any required Attachments. 2. What is a contract? FIN & ADMIN A contract is a written agreement created to inform all parties of their legal obligation to one another and to express in writing their mutual understanding. When the provisions for obtaining goods and services exceed the terms of the University s purchase order terms or, when there is no financial obligation on behalf of Pace there must be: A written agreement or promise between the University and a third party to commit the University s financial or human resources, or otherwise obligate the University to perform an act or service. At such time, a written document should be developed that reflects such a promise. 2.1 Elements of a : Legal Name and Address of the Vendor Financial Terms Responsibility of Parties/Scope of Service The May also Include Standard Terms and Conditions: Term and Termination Clause Insurance Indemnification Assignment Clause Warranty and Representation Confidentiality Use of Pace s Name and Trademark Compliance with Antidiscrimination Laws Notice 2.2 What are the different types of contracts? There are a number of distinct types of contracts that are entered into on behalf of the University. Appendix I is a list of typical contract types engaged by the University. What is the penalty for not complying with these Policies and Procedures? A non-standard contract is invalid and unauthorized if it is not approved by University Counsel and signed by an Authorized Signatory. What is the Management System? Pace University manage its resources and ensures that commitments of University resources are made in a cost-effective and efficient manner. The process for engaging, negotiating, approving and signing contracts are computerized and monitored. Page 6 of 17

7 The University has implemented an imaging solution for tracking and monitoring contracts through the various points of review and approval. Originating units are able to monitor the status of contract approval at every stage of the process. s will be submitted to the s Administrator in the Purchasing & s Department and input on the imaging system. The Management System: Provides an electronic database of University contracts. Allows contracts to be received in one primary area. Provides University Counsel immediate access to review and approve contracts electronically. Provides Unit Managers with electronic access to view contracts and review/approval status information. Who Should I Contact with Questions About. Issues: Insurance Issues: Process: LibertyNet Access: Robert Yarbrough Assistant Counsel University Counsel Phone: Fax: ryarbrough@pace.edu Rick Myers Director Risk Management and Insurance Phone: Fax: rmyers@pace.edu Janet Thompson s Administrator Purchasing & s Phone: Fax: contracts@pace.edu Financial Information Systems Phone: In order to gain access to the imaging system the Unit Manager must attend a s Management training session. Only confirmed training participants will be assigned system access. Access will be granted through the Financial Systems department after training attendance is confirmed. The originating unit representative will be notified by when access is granted. Page 7 of 17

8 .4 Management Procedures Responsibilities of the Originating Unit The Unit Manager drives the contract review and management system. It is the responsibility of the Manager to conduct the initial contract negotiations with the vendor to make sure that the minimum provisions of the contract have been agreed to between the parties. Step 1: Review the for Content The Unit Manager should review each contract it receives to determine that the minimum components of a contract are present. Legal Name and Address The Unit Manager should ensure the legal name of the vendor is reflected in the contract. The Unit Manager should contact the vendor to make sure that the name reflected in the contract is the legal name since many companies operate under assumed names or variations of the legal name. Financial Terms Each contract should have the correct amount agreed to be paid by the parties and the means and method of payment. The exact amount should be in the contract, the party responsible for payment, the date the payment is expected and the means of payment, if applicable, i.e. whether the payment will be made in installments or in one lump sum payment. Responsibilities of the Parties/Scope of Work or Service Every contract should outline the duties and responsibilities of each of the parties. s where Pace is requiring the vendor to perform a service or complete a task or work product, should have a detailed description of the scope of work or service to be performed and time frame for completion. The Scope of Work can be part of the contract or it can be attached as an attachments. Term and Termination The term or length of the contract, including start date and end date, should be clearly stated in the agreement. The basis for early termination should also be clearly stated in the agreement. Additional Terms and Conditions The Standard Terms and Conditions are the additional elements of the contract by which the parties will be bound. Terms and Conditions may include the following: Insurance The agreement should outline the level of insurance required to be provided by the vendor. Indemnification The agreement should contain an assurance that the Vendor will be responsible for its negligent acts and omissions. Page 8 of 17

9 Assignment Clause whether the agreement can be assigned to a third party. Term and Termination Clause The agreement should state the agreed length of the terms and the circumstances and the means by which the agreement can be terminated. Warranty and Representation whether the vendor can give Pace a warranty on the work performed or equipment installed. Confidentiality The Vendor should represent that it will not disclose confidential information provided by Pace to any third party. Use of Pace s Name and Trademark Pace s department of University Relations must approve the use of the University name and trademark. Compliance with Antidiscrimination Laws Pace will not do business with vendors that do not comply with federal anti-discrimination laws. Notice how, to whom and to where notices of any event under the contract will be sent to the parties. Appropriate Attachments There are a number of additional attachments that may be required under a contract. For example, many contracts will require that the vendor insure the University against general liabilities or physical harm to employees, staff or students. In these cases, the Originating Unit Representative should ensure that Standard Insurance Requirements are included in the contract. In addition, the certificate of insurance should be attached to the contract. See Checklist 1: Considerations Step 2: Complete Applicable Fields of the Review Form Once the Originating Unit Representative has reviewed the contract, he or she should complete the Review Form. The form is available on the Finance & Administration web page under Forms, look for Review Form : Fields are: Defined As: Vendor Contact Name Name of the vendor representative Vendor Address Legal Address of the Vendor Contact Address Vendor representative address Contact Fax Number Vendor representative fax number Type Category Originating Unit Pace Organizational Area Originating Unit Representative Unit Manager Purchase Order Number (if applicable) As Assigned by the Financial System PO/Payment Due Date (if applicable) Date when PO or Payment is Due Start Date (if applicable) The Day the Begins Page 9 of 17

10 End Date (if applicable) The Day the Ends Termination Option Date (if applicable) The Day the Parties May Terminate the Renewal Option Date (if applicable) The day the contract may be renewed Insurance Coverage Amount (if applicable) The Total Amount of Insurance Coverage Insurance Renewal Date (if applicable) The date that the insurance coverage should be renewed STEP 3: COMPLETE PAYMENT/PURCHASE ORDER FORMS s that require payments and/or purchase orders may be processed as follows: Payments to Individuals (Finance and Administration Signatory) - Independent or Payment Form: Payments to individuals who provide service should be processed on the Independent or Payment Request Form. The form should be completed by the Unit Manager and included as part of the contract documents sent to Purchasing & s. Purchasing & s will forward payment requests to Accounts Payable with a copy of the approved/signed contract. A copy of the payment request and approved/signed contract will be sent by to the Unit Manager. Payments to Individuals (Designated Signatory) - Independent or Payment Form: Payments to individuals who provide service should be processed on the Independent or Payment Request Form. The form should be completed by the Unit Manager and included as part of the contract documents sent to Purchasing & s. Purchasing & s will forward payment requests to Accounts Payable with a copy of the approved/signed contract. Where to find the form: The Independent or Payment Request Form is located on the Finance & Administration web page on the Forms drop-down list. Payments/Purchases to vendors who are not individual service providers should be processed on Pace s E-Procurement System using the Non-Catalog Form purchase request. Liberty-Net should be selected on the Notes to Purchasing section of the form. Page 10 of 17

11 Unit Managers may complete and submit the requisition form as part of their contract document submission(s). Liberty-Net contract purchase requests are approved by the s Administrator when contracts are approved and signed. The Administrator will send confirmation s to the Unit Manager when this process is completed. The e-procurement system may be accessed through the Pace Portal. STEP 4: FORWARD CONTRACT DOCUMENTS: documents should be submitted to the attention of the s Administrator in the Purchasing & s department. There are three methods to transmit a complete contract package: I. Via Fax s may be submitted via fax to (914) This is a LAN fax number all contracts will be automatically directed to a central address: contracts@pace.edu. II. Via ed contracts should be transmitted with both the contract and review form as attachments. s should be ed to: contracts@pace.edu. III. Via Interoffice Mail Mailed contracts should be directed to the contracts administrator at: Purchasing & s 235 Elm Road, Dow Hall Room S111 PUB Page 11 of 17

12 Checklist 1 Terms Legal Name of Vendor Amount of Scope of Work or Service Additional Terms and Conditions Indemnification Payment terms Insurance terms Renewal terms Appropriate Attachments Insurance Certificates, Independent or Questionnaire Signature Page Check Budget to ensure monies are available If Individual Consultant submit Independent or Questionnaire Checklist 2 - Completed Documents Review Form (signed by the vendor if Pace standard contract) Attachments (if applicable) Insurance Certificate (or confirmation that insurance has been waived) If Individual Service Provider Independent or Questionnaire.5 Management Procedures Responsibilities of Purchasing & s RESPONSIBILITIES OF THE PURCHASING & CONTRACTS DEPARTMENT The s Administrator in the Purchasing and s department is responsible for: Receipt and review of contract documents. Processing Purchase Orders and Independent or Payment Forms for contracts. Scan or upload contracts and legal documents on the imaging system. Maintenance of contract and legal documents on the imaging system. Receipt and Review of Documents The s Administrator will review contract documents for completeness. A completed contract package must contain the following: Page 12 of 17

13 All submitted contract documents will be scanned on the Imaging System for University Counsel review and approval. Scan or Upload of s and Legal Documents on the Imaging System SCAN DOCUMENTS Only hard-copy contracts and legal documents are scanned on the Imaging system. The Purchasing and s department will scan contracts and legal documents on the Imaging system upon receipt. Exceptions are applicable. EXCEPTIONS TO THIS SCHEDULE APPLY FOR DOCUMENTS THAT REQUIRE ADDITIONAL PROCESSING TIME. THESE INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: Incomplete Documents. Incomplete Review Forms. Upload Documents attachments of contracts and legal documents may be uploaded on the Imaging system. Acceptable format for upload documents are: Microsoft Word and Adobe PDF. The Purchasing and s department will upload contracts and legal documents on the Imaging system upon receipt. Exceptions are applicable as follows: If the attached file(s) cannot be opened when the is retrieved from the contracts@pace.edu address. If incorrect or, incomplete information is transmitted. Maintenance Of And Legal Documents On The Liberty System The s Administrator is responsible for the maintenance of contract and legal documents on the Liberty system. It is a University requirement that completed contracts are updated on the system. It is imperative that the originating unit submit a copy of the final and fully executed contract to the Purchasing and s department. The final and fully executed contract will contain the signatures of the Authorized Signatory in Finance and Administration and the Vendor. Page 13 of 17

14 .6 Management Procedures Responsibilities of University Counsel The responsibilities of the University Counsel are to review the submitted contract, negotiate terms with the vendor not finalized by the originating unit and approve the contract as to legal form. University Counsel reviews each contract to ensure that the terms of the contract protect the interests and resources of the University and that its provisions are consistent with the scope of work proposed by the Originating Unit. The University Counsel works in cooperation with the Originating Unit to negotiate the appropriate terms and conditions of each contract. 1. Purchasing and s routes notification to University Counsel that a contract has been submitted. 2. University Counsel reviews each contract for legal content. Counsel checks for specific provisions: Indemnification Confidentiality Use of names and Trademarks Insurance Renewal provisions Payment Terms 3. For non-standard agreements, University Counsel will contact the Originating Unit by or by phone to indicate proposed changes to the contract. Either the Originating Unit or University Counsel will contact the vendor and negotiate the proposed terms. 4. University Counsel will update the Liberty System to indicate that a contract has been approved as to legal form..7 Management Procedures Responsibilities of Finance & Administration 1. Finance and Administration will review contracts for financial and business considerations. 2. An authorized signatory will sign contracts after receipt of approval confirmation from Legal Counsel. 3. Finance and Administration will forward approved and signed contracts to Purchasing & s..8 Training Training Format Individuals within the University who are responsible for originating contracts and their administrative support staff are required to enroll and complete contracts management training. s management training will include the following topics: Management Policies, Procedures and Workflow Imaging System Access The Imaging System s management training is offered as part of the Learn to Excel programs. Page 14 of 17

15 9 APPENDIX I CONTRACT TYPES In order to appropriately identify and monitor Pace University contracts, it is important to properly assign to each contract a type. Appropriate assignment of a type will enable that contract to be easily tracked and therefore easily monitored. The contract type is the category to which a contract can be assigned. Categories of contracts are as follows: TYPE DESCRIPTION EXAMPLE Amendment Parties written agreement to change a? contract Artist Performance Agreement Agreement to provide musical or other Singer, band, Poet artistic performances on campus Catering Agreement An agreement with a catering service or Dolce Tarrytown; Hilton Hotel restaurant to provide catering service either on-site or off-site Certificate of Insurance Evidence of vendor s insurance coverage? Clinical Affiliation Agreement Agreement with an external site for student clinical training Nursing students at Brooklyn Medical Center Computer Hardware or Software Agreement Agreement to purchase/lease and/or maintain computer hardware or software requires prior approval from Purchase mainframe or software computer system Computer Maintenance Agreement Construction Agreement Consultant Agreement Copyright License Permission Agreement - Copyrighted Copyright License Permission Agreement Pace materials Course Development Agreement Education Affiliation Agreement-General DOIT Agreement to maintain computer software services requires prior approval from DOIT Agreement with a General or, Construction Manager, or Engineer Architect or Sub-or to perform construction services requires prior approval from Buildings and Grounds Individual or company provides nonemployee services Agreement to allow Pace to use copyrighted material Agreement to allow a corporation or individual to use Pace copyrighted material requires prior approval from University Relations Agreement with a professional to develop, update course Agreement with another educational entity to allow students to enroll in alternate schools. Page 15 of 17 Design software for accounting system Building construction, major renovation or repair Study of departmental practices Agreement to allow Pace to use articles from a book on a distance learning course Agreement to allow another NYU Press to publish article by Pace Agreement with a professor to develop a course outline and curriculum An Agreement with another college to provide a joint program, degree, etc.

16 Educational Training Services by Pace requires prior approval from Provost Agreement to train a defined group of people CLOUT; IBM employee training; Welfare-to Work Employment Agreement (Nonfaculty) Equipment Maintenance Services Agreement Equipment Purchase Lease Agreement Event Agreement Facilities Use Agreement Agreement with individual for employment for a specific length of time requires prior approval from Human Resources Agreement to provide maintenance services for equipment Purchase or lease equipment, supplies, etc. not covered by purchase order Agreement to conduct a Pace sponsored event at an off-campus location Agreement to permit non-pace entities to use Pace facilities Agreement with visiting grantfunded researcher; temporary agency agreement Agreement to maintain office equipment, vans, elevator, laboratory equipment Purchase new boiler Lubin School of Business Annual Dinner of the Waldorf? Food Service Agreement Agreement to provide food service for the University or a campus Agreement with Marriott Corporation to operate cafeteria Fundraising Services Agreement Grant Agreement Honorarium Speaker Agreement Indemnity and Hold Harmless Agreement Independent or Agreement Instructor Agreement IT Resource Access Agreement Agreement to provide Development/Fundraising advice, information or services requires prior approval from Advancement An agreement in accordance with a grant award Speaker at Pace at a cost of less the $2,000 An agreement to co-sponsor an event and thereby indemnify the entity An agreement with a worker performing services for, but not under, the control of Pace. Must be submitted to University Counsel with independent contractor questionnaire to determine contractor status An agreement with an instructor to teach a course Must be submitted to University Counsel with independent contractor questionnaire to determine contractor status Agreement to allow access to Blackboard Services, Pace Network, Ethernet Connection or Telephone Network requires prior approval from Page 16 of 17 Coordinate Leaders in Management Dinner Women s Justice Center: Domestic Violence Program; NIH Subcontractor Agreement Visiting professor to speak at a class Co-sponsorship Agreement with DDH to conduct health fair with which we are having the event Photographer-web designer Instructor for continuing education course?

17 Joint Venture Agreement Lease License Agreement DOIT An agreement between Pace and another corporation to provide services [See also: Equipment Purchase Lease Agreement] requires prior approval from Buildings and Grounds Agreement to allow Pace to use intellectual property FIN & ADMIN?? Agreement for Pace to use reprint of Newsweek article on college rankings Pace seeks to serve liquor at an on campus event Liquor Bond An agreement with insurance company to insure liquor license Maintenance [See also: Computer Maintenance] Publishing Agreement Agreement for Pace Press to publish Publish books or articles books and other materials Publication Agreement Agreement with an outside vendor to Publish article of faculty member University publish University intellectual property Real Estate Lease Agreement Rental of space for use by Pace Office Space, Student housing Renewal Written agreement to extend the end term? of the Agreement Rider A separate statement of additional? provisions to an agreement Space Rental Agreement (Offsite) Agreement by Pace to use offsite Agreement to rent Radio City temporary space for an event without Music Hall for graduation Speaker, Artist, Performer Agreement accommodations. Agreement for visiting speaking engagements for compensation >$2,000 Henry Louis Gates, Jr., Commencement Speaker Subcontract Agreement- Collaborating Institution Agreement between Pace and another entity to subcontract services Subcontract with Ohio State to perform NIH sponsored research Temporary Staffing Agreement Agreement for temporary staffing Temporary office staff, security staff Tour/Travel Agreement Agreement for tour or travel arrangements Student trips abroad Tuition Reimbursement or Subsidy Agreement Utilities Service Agreement Work-Study Agreements Agreement with employer or other entity to reimburse Pace for all or part of employee tuition An agreement to provide cable, electric, gas, telephone, or other utilities Agreement with an agency to place student and pay through work-study IBM employee tuition reimbursement Time-Warner: Tractabel Student placed with EPA or notfor-profit organizations Page 17 of 17