Contract Review Procedures
The Procurement Department together with the Risk Management Department are implementing revised procedures for the contracting process and handling of all agreements entered into on behalf of Babson College and any subsidiaries of the College.
These revised procedures apply to contracts with all vendors, independent contractors and other counterparties who, for example, sell goods to Babson, have any presence on Babson’s premises, license any property of Babson, purchase services from Babson, provide services to or perform work on behalf of or with Babson, or sponsor research at Babson. The College acquires good and services via four (4) types of contracts: (i) P-Card; (ii) PO; (iii) College Template Agreement; and (iv) a Non-Template Agreement.
The College’s current procurement process is available here. Consistent with current practice, if a College’s P-Card or Purchase Order (PO) is not used, a business and legal review will need to be conducted before the contract is signed on behalf of the College by an authorized signatory. The length of the business and legal reviews will vary depending on the circumstances and the business review will include a review by the Risk Management Department. As explained below, only altered template agreements and non-template agreements will require legal review prior to signing by an authorized signatory. Given that timing matters, employees are encouraged to seek assistance from the Procurement Department as early as possible to obtain the most expeditious review. The use of College template agreements greatly expedites the review process.
The Office of the General Counsel will review and provide advice and assistance (i.e., a legal review) as necessary for the legal form of those proposed agreements that are not College templates. These revised procedures are effective as of January 1, 2019 with full implementation and compliance required beginning April 1, 2019.
Definitions of Key Terms
Agreement, contract or proposed agreement means any agreement(other than a P-Card or PO transaction) between the College and another party that creates an obligation for the College to (i) pay cash, (ii) provide something such as services, goods, space or equipment, or (iii) to refrain from doing something. An agreement, contract or proposed may or may not involve a payment of money.
Vendor means the non-Babson party to the proposed agreement, regardless of whether the party is selling or offering to sell something to the College. A vendor may be a person, corporation, limited liability company, governmental agency or other entity.
Non-Template Agreement means any (i) form of proposed agreement not created by the Office of the General Counsel or (ii) altered College template agreement. An “altered” College template includes a situation where the vendor has attached its terms and conditions to a College template agreement or changed any of the terms and conditions of a College template agreement.
Review means the College’s procedures for the business and legal review of contracts applicable to all departments and units.
Template Agreement means an unaltered College form agreement created by Office of General Counsel and/or available from the Procurement Department website.
General Procedures for the Contracting Process
Prior to signature on behalf of the College, all proposed agreements require a business and legal review consistent with applicable College policies and procedures unless the good or services are purchased with P-Card or the College’s PO. If a P-Card or PO cannot be used, a College template must be used whenever possible. College-wide template agreements are available from the Procurement website. Using an unaltered College template satisfies the required legal review. See below for a visual representation of the revised process.
- The department, division or unit seeking to contract with a vendor must determine whether to use i) P-Card; (ii) PO; or (iii) template. Questions regarding the procurement process should be directed to email@example.com. When to use a P-Card or a PO.
If a P-Card or PO cannot be used, the department, one of the College’s forms of template agreement should be used to document the transaction. The College-wide template agreements are available from the Procurement Department website.
If a P-Card or PO is not used, the department, division or unit seeking to enter a contract with a vendor must (i) complete (electronically) the contract submittal form as indicated, (ii) attach/upload the Word version of the proposed agreement (including all exhibits) to the form; (iii) attach/upload a previous or existing agreement, if any, (including all exhibits) to the submittal form; and (iv) send the form and attached documents to the firstname.lastname@example.org mailbox. The contract submittal form is available from Procurement website. If the department is using a template, a .pdf version of the template should be sent (with any related documents) to the email@example.com mailbox. “All exhibits” means all attachments, riders, etc., to the particular document.
Upon receipt of a proposed agreement for the purchase of goods and/or services from the firstname.lastname@example.org mailbox, the Procurement Department will conduct a business review of the terms of the proposed agreement in accordance with its policies and procedures. As a part of the business review, the Procurement Department will coordinate with the Risk Management Department to facilitate insurance and other risk review.
Upon completion of the applicable business and risk reviews, the Office of the General Counsel will conduct a legal review of all non-template agreements prior to any execution on behalf of the College by an authorized signatory. The legal review may include negotiation with the vendor which may increase the length of time of the review. As noted, unaltered templates represent the College’s legal review, therefore, additional legal review by the Office of General Counsel is unnecessary for unaltered templates. Thus, an unaltered template may be signed by the applicable signatory after completion of the business review by the Procurement and Risk Management Departments.
The Procurement and Risk Management Offices as well as the Office of the General Counsel, as applicable, will work with the originating department and/or unit to finalize the applicable review and prepare the document for signature. Following completion of the applicable reviews, proposed contracts must be executed (signed) by all parties prior to the commencement of any work under the proposed contract. Contracts may be executed only by designated signatories duly authorized by or though the Audit Committee of the Board of Trustees. Contracts signed without appropriate review and/or authorized signatures are not entered into by or on behalf of the College and are invalid. Budgetary or spending authority is not contract signature authority. Contract signature authority is determined by the Audit Committee of the Board of Trustees; the designated personnel have received notice of that authority (including its limits) from the Audit Committee of the Board of Trustees.
The department, division or unit sending the proposed agreement to email@example.com has primary responsibility for
- choosing the appropriate form of contract;
- providing a brief description of the purpose of the contract;
- ensuring the correctness of the business terms, including the payment terms, of the contract;
- noting whether the proposed agreement is an unaltered template;
- completing the contract submittal form and emailing the proposed agreement and all related documents to firstname.lastname@example.org; and
- ensuring compliance other applicable College policies or procedures affecting the contract, including, for example, compliance with the College’s insurance requirement as stated by Risk Management or payment requirements as stated by Accounts Payable.
The Procurement and Risk Management departments as well at the Office of the General Counsel remain available to assist employees with these responsibilities.
Each department, division and unit must send a copy of the fully-executed agreement to the Procurement Department for storage and retrieval. In addition, consistent with existing policies and procedures, the Accounts Payable department must have on file a copy of the fully-executed agreement from the Procurement Department prior to making payment to a counterparty.
Here is a graphic overview of contracting process:
Information Regarding Purchase Orders
Purchase Orders (PO) are a form of contract used by the College to purchase a variety of goods and services. Refer to the Procurement Department website for instructions on how to create a PO.
Goods: A P-Card or PO should be used as the contract to purchase all goods other than unique or hazardous goods in accordance with College policy and procedures.
Services: A P-Card or PO should NOT be used as the contract to purchase services except as otherwise stated on the Procurement website. Services should be contracted by using one of the template forms of agreement available from the Procurement department website.
The College maintains a list of suppliers of certain goods and services which have been approved for purchases under an existing arrangement between the supplier and the College. Refer to the Procurement Department website for a list of such suppliers/vendors. Goods and services from these suppliers/vendors should be purchased using the procedures for the supplier specified on the Procurement website.