In order to achieve the strongest contract possible and provide legal protection to the university and to university employees, students and guests, Administration Services (ADMN) is responsible for reviewing all contracts, agreements, leases and memoranda of understanding (MOU). This includes contracts for services and purchases such as rental or purchase of facilities, equipment, transportation, construction, and supplies; service agreements for use of software and equipment; maintenance contracts and leases for facilities and equipment. A majority of these documents are written in favor of the vendor. Most vendors will accept changes to gain university business. As you receive documents from vendors please complete a contract review form and send it along with the contract to the Administration Services office.
Where the risk is low and university’s liability is limited, department Budget Heads may choose to review and sign contracts that are valued at $7,500 or less. The signer must retain the original contract and send a copy (via email is preferred) to Administration Services (firstname.lastname@example.org) for our records.
Low risk, limited liability contracts typically include:
- space/facility rental
Department Budget Heads should not sign contracts that are valued over $7,500 or where the risk is high or unassessed, the university’s liability is not limited and/or the university is indemnifying the individual/company for all charges and liabilities.
High risk contracts include:
- contracts for any services/purchases that involve any form of transportation of employees, students or guests
- contracts/services that present a risk of physical damage/harm to PLU facilities, equipment, employees, students or guests
- contracts/agreements/MOUs for students volunteering or interning in the community or for independent study experience
Contract Language Review
Contracts will be reviewed for the following components:
- clear description of the product or service provided by the contract
- the total cost (including sales tax, shipping, and installation) and possible unexpected expenses
- delivery schedules
- copyright and trademark issues
- arbitration language and legal jurisdiction
- breach remedies
- confidentiality and information security
- indemnification clause (mutual, indemnification for employees, students, directors, officers)
- insurance requirements (additional insured status, certificates of insurance)
- Information & Technology Services (I&TS) requirements
- liability language (who is liable for damage to equipment/premises or for injuries)
- ownership of the product
- relationship between parties (partnership, joint venture, employer-employee)
- representations and/or warranties (standards of performance, violation of other agreements, etc.)
- responsibilities of PLU
- responsibilities of the individual/company who is a party to the contract
- responsibilities of third parties
- termination clause, including renewal terms
- compliance with federal and state regulations
- possible conflicts with existing contracts
Process for Review:
- Provide an electronic (pdf scan is preferred) copy of the Contract Review and Approval Form and the contract to Administration Services at email@example.com.
- Insure that the scope of work and any fees included in the contract are accurate and provide a summary of the purpose for the contract if it is not clearly explained in the contract.
- Provide the source of funds to pay any fees associated with the contract.
- PLU’s Director of Risk Management and Insurance will review the contract to determine if it needs to be reviewed by other PLU departments, PLU’s attorney or if there are any changes that need to be made to the contract. Please call her at x7116 if you have questions.
- PLU’s Director of Risk Management and Insurance will notify the PLU point of contact if the contract needs to be sent out for further review or requires changes.
- If changes are required, PLU’s Director of Risk Management and Insurance will consult with the PLU point of contact referencing the required changes to determine who will negotiate these changes with the individual/company point of contact.
- Once a contract has been approved, the PLU point of contact will provide a copy (pdf scan is preferred) of the approved contract to the individual/company point of contact and request they return a copy with original signatures. A fax or email copy is preferable.
- The original signature document will be sent to the Department/Division head for signature if required and then forwarded to Administration Services for the signature of the Vice President for Administration Services or the Controller. Administration Services will retain the original copy of the contract in their files. A pdf scan of the original contract will be returned to the PLU point of contact. The PLU point of contact should make a copy for their department files and return the original to the individual/company point of contact. The Department should always keep a copy of the contract for the duration of the agreement. Destruction or disposal of contracts should follow the PLU document retention policy.
- If the individual/company requires that PLU name them as “additional insured” and provide them a certificate of insurance, PLU’s Director of Risk Management and Insurance will provide this document.
- The PLU point of contact should arrange for payment through the PLU purchase process only after the contract is signed.
Please contact Administration Services at extension 7121 or 7116 if you have any questions, concerns or issues not discussed in this memo.