Steps in the Review of a Contract that Requires a Compliance Review
The step-by-step procedures are as follows:
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.
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.
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.
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.
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.
The Contract Signer, or his or her designee, will return a copy of the fully executed contract to email@example.com 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.