Contract Process

Contract Process

In order to streamline and simplify the contracts process, OGC has developed and approved Standard Template Agreements  for use by campus offices for routine transactions or relationships. These Agreements should be used whenever possible. Provided there are no changes, there is no requirement to send these contracts back to OGC for approval. The Requesting Department simply fills out the terms and the authorized Officer signs the contract. If the Requesting Department has the need for a Standard Template Agreement for its frequent use, and one does not currently exist, please contact OGC for the creation of one specific for the Department’s needs.

Purchasing (contracting for) goods and services will continue to follow the University’s strategic sourcing and purchasing policies to ensure compliance with federal Uniform Guidance procurement regulations, IRS/DOL independent contractor classification, and the University’s competitive bid requirements that are established to encourage the use of a competition to achieve favorable pricing, and support key initiatives identified as priorities for the University such as use of local and diversity suppliers, and supporting sustainability efforts. Purchasing will review contracts and supplier terms and conditions related to the purchase of goods and services, see Purchasing Services.

To see who has delegated authority to sign a contract, see this Schedule 

OGC reviews and approves the legal terms of certain contracts that exceed $100,000 in value. In order for OGC to review and approve and/or draft a contract, please contact OGC as soon as possible to provide adequate time prior to the anticipated start date of the relationship. The Requesting Department is encouraged to set up a meeting or a conference call with an OGC attorney to discuss your needs for a contract and the goals you are seeking to achieve.

The Requesting Department is responsible for the establishment and approval of the business terms of a contract and any potential risks associated with the relationship/transaction.  Business terms include, but are not limited to, services to be provided, fees, payment term, length of time (start date and end date), and deliverables.  The Requestor is expected to negotiate business terms that are favorable to Brown.  Requesting Department’s Officer with delegated signature authority should be apprised and agreeable with the proposed business terms, risk management, and relationship and/or transaction. If Brown is paying money, the Department must ensure that it has adequate funds for the purchase.

Certain types of contracts or contract clauses may need to be reviewed and approved by other offices on campus prior to OGC review, as follows:

  1. If the proposed contract contains insurance language that requires Brown to provide, or maintain insurance, the Insurance language must be reviewed and approved by the Insurance Office.  Any questions will be addressed in the Purchasing contract review process. Please note that the University also has insurance requirement standards for vendors/suppliers that are reviewed as part of the procurement process. Standard insurance categories and limits, event insurance, requests for certificates of insurance and the various insurance policies can be found here:  https://www.brown.edu/about/administration/insurance/
  2. Any contract which grants a third party access to campus information containing Brown data or integrating with Brown IT infrastructure must be approved by CIS' IT Security team.  Contact CIS Contract Manager, [email protected] , directly with any questions.  Turnaround time is generally dependent on the risk classification of the data held in the system. The higher the risk, the more in depth the review.
  3. Departments are not authorized to negotiate real estate transactions for commercial or residential real estate. Only the Real Estate & Auxiliary Housing Office is authorized to negotiate real estate transactions and Real Estate must also review any contracts related to the acquisition, lease, sublease and disposal of real estate (this includes licenses and easements) as well as oversight of property management vendors. All potential real estate requests should first be directed to Real Estate & Strategic Initiatives

Approving and signing a contract is simply the start of a transaction or a relationship. The Requesting Department needs to retain the contract so that it can evaluate whether the contract has been satisfied, that payments have been made timely, and that the work has been done to certain standards. If a third party has not performed its end of the bargain, the third party may be in breach of the contract and the University may be able to seek damages or other remedies. If there is a potential or actual breach, please contact OGC has soon as possible to preserve the university’s rights.

The Rhode Island statute of limitations for contracts is generally ten (10) years from the date of breach. The Records Retention Schedule requires that the Department retain the contract for that time period.

 Other Resources:

OGC Request for Contract Draft, Review and Approval (Brown login required) web form.

Purchasing Services Contract Review Request Form

Computing and Information Services (CIS)  - IT Contract Review Form