OGC Contract Compliance Review Process

CONTRACT COMPLIANCE REVIEW

New procedures have been put into place to subject those contracts valued at $100,000 or more to two levels of review. 

The initial review will result in the issuance of the Legal Sufficiency Memorandum (as is currently the process).

No contract should be signed without a Legal Sufficiency Memorandum from the OGC. Upon receipt of a Legal Sufficiency Memorandum by the Contract Signer, it is incumbent upon such person and his/or her Contract Manager(s) to ensure that the advice contained in the Memorandum is followed.

The second level of review requires that OGC conduct a second review of the contract after all of the negotiated terms and conditions—business and legal terms—are incorporated into the contract, the contract is signed by the prospective Vendor, and before the Contract Signer executes the contract on behalf of the University.

The purpose of the second review is to ensure that recommendations in the Legal Sufficiency Memorandum have been incorporated into the contract, and that no subsequent unauthorized changes have been made that would cause the contract to be legally insufficient. This second level of review will determine whether the final execution version of the contract complies with the legal advice offered by OGC in the Legal Sufficiency Memorandum.

If a contract does not clear the second level of review, the Contract Signer cannot execute the contract on behalf of the University. The BDO auditors’ finding of “material weakness” would not be addressed if non-compliant contracts are being executed.

It is the obligation of the Contract Signer, and his/her designated Contract Manager(s), to ensure that the contract is compliant with the Legal Sufficiency Memorandum before the Contract Signer signs the contract on behalf of the University.

Following the procedures and obligations set forth in this memorandum will also facilitate a more thorough and timely review process.

Steps in the Review of a Contract that Requires a Compliance Review

The step-by-step procedures are as follows:

Step 1 

Submit the Contract Documents to OGC and to Risk Management as soon as the business terms, any scope of work, and other terms and conditions are agreed to with the prospective Vendor.

OGC will prepare an appropriate contract, but first we must receive all the necessary information from the Requester.

It is the preference of OGC that the University-developed template contracts be used whenever possible which would expedite review by OGC; therefore, the Contract Signer or Contract Manager should express that preference up front in initial discussions with the prospective Vendor.

However, if using one of the templates is not possible, and instead the Vendor offers its contract, the Vendor’s contract will be reviewed ONLY if a Microsoft WORD version is provided to OGC.

Thus, the Requester must submit:

i) a Microsoft WORD version of the contract, and any attachments;

ii) a fully completed and signed University Contract Submission Checklist, including the best estimate of contract value (Attachment 2); and

iii) a fully completed and signed Term Sheet (Attachment 3) setting forth in detail the business terms the Authorized Signatory has agreed to with the Vendor, and certifying that he/she agrees with the business terms and the statement of work (if applicable) (collectively, the “Contract Documents”).

All Contract Documents should be sent to: Contracts.OGC@howard.edu ATTN: Contracts Paralegal.

Please send a copy of the Contract Documents to Risk Management for its review at the same time you send them to OGC.

Step 2

Once the legal review is complete, the Contracts Paralegal will return the Legal Sufficiency Memorandum and OGC-approved version of the contract to the Requester (with a copy to the OPC) for signature by the Vendor.

If requested and if the Contracts Paralegal has been given contact information for the Vendor, the Contracts Paralegal can send the OGC-approved contract to the Vendor as a convenience for the Contract Signer, with a copy to the Contract Signer, Contract Manager and/or Requester, as appropriate.

Please note however that it is the responsibility of the Contract Signer, Contract Manager or Requester to follow up with the Vendor to ensure that the Vendor signs the OGC-approved contract and returns it for execution on behalf of the University.

In rare instances, the University may be required to sign the contract first, in which case there will be a transmittal to the Vendor:

(i) making it clear that any changes made unilaterally in the OGC-approved version of the contract by the Vendor without OGC consultation and approval are prohibited, and thus rejected by the University; and

(ii) requiring the Vendor’s execution within five business days. OGC will provide a letter for that purpose.

Step 3

Once the Vendor signs the contract, the Requester will deliver the Vendor-signed contract original to the OGC at Contracts.OGC@howard.edu ATTN: Contracts Paralegal.

Step 4

The OGC will conduct a compliance review of the returned Vendor-signed contract to ensure its compliance with the Legal Sufficiency Memorandum.

If unauthorized changes have been made in the contract, OGC will consider those changes in consultation with the Contract Signer, Requester and/or Contract Manager, as appropriate, to determine if the changes adversely affect the University to such an extent that the contract is made legally insufficient, in which case the response from OGC will state that the contract cannot be executed by the University and the reasons why so that the Contract Signer and/or Contract Manager can address the issues with the Vendor.

Any contract that is rejected as non-compliant must be re-submitted to OGC for review, and clear that review, before being signed on behalf of the University.

Step 5

The OGC will submit a legally sufficient contract, along with a statement or other notation denoting that the Vendor-signed contract complies with the Legal Sufficiency Memorandum, to the Contract Signer (with a copy to OPC) for signature on behalf of the University, with instructions to send a copy of the fully-executed contract back to the Contracts Paralegal.

Step 6

The Contract Signer, or his or her designee, will return a copy of the fully executed contract to brianna.hamilton1@howard.edu in OGC for storage in the QuickTag document repository in the Controller’s Office, with a copy to OPC for storage in its GHX database system or successor thereto.