Business Operations Contracts

Wilkes University employees will generally need a contract when doing business with any vendor or third party outside of the University. Please be sure to discuss the proposed arrangement with your budget manager and obtain their initial approval. Business Operations will not begin the contract review process until a completed/signed PO Requisition is received, ensuring funds are available.

You will need to establish a full contract along with a Purchase Order if:

• the vendor does not accept the PO without modification to terms
• the contract is not for purchase of tangible property
• your requirements are otherwise complex

See "Types of Contracts" below.

You will need to determine if you can use a standard University contract or if the vendor is providing a proposed contract. For either type of contract form, the department is responsible for completing/reviewing the following:

• Identify all parties in the contract form. Complete name and address of the business to avoid confusion.
• Complete all blanks on a form filled contract. The department must fill in all blanks they are capable of filling in, prior to sending for review.
• Business terms: Be sure the length of the contract, pricing, and other details reflect what the University wants to agree to and is capable of executing.
• Termination: Ensure there is a termination clause that allows the University to cancel for no cause. 
• Auto Renewals:
  • If the contract auto renews, do you need to provide notice if you don’t want to renew? 
  • What, if any, penalties incur if notice is not provided? 
  • How long is the renewal period? 
  • Are the terms of the renewal the same as the original document?
  • Are there price increases?
• Incorporated documents, i.e. exhibits, attachments or amendments:  When another document is referenced, always read the incorporated document.
• Payment terms: Wilkes University pays invoices Net 30.
• Governing law: Pennsylvania governing law is preferred.
• Harmless & Indemnification Provisions:  When you agree to hold someone harmless you are agreeing to not hold them responsible for liability that may arise out of the transaction. When you indemnify someone, you are agreeing to protect them from liability or loss that may arise out of the transaction. If you must indemnify the other party, limit the indemnification as much as possible. Negotiate the same indemnification for yourself. 

You don’t need to understand the “legalese,” but as a requesting department, you are in the best position to evaluate whether the contract actually reflects the deal you negotiated, and/or requires anything that you, your department, or Wilkes University are unable (or unwilling) to provide.

Contract proposals that are approved by the department should be sent to the Business Operations Office. Electronic delivery is preferred. Plan well in advance to have a contract reviewed and approved to ensure the contract is in place before any service or performance begins.

See "General Contract Terms" below for more information.

Contracts should be submitted via email to Business Operations. Hard copy is accepted if electronic method is not available.

Review

Business Operations may contact the department with questions, and the contract may take an extended period of time to negotiate, depending on the complexity of the agreement.

• Contracts that are completed properly on a standard University contract form are generally approved in less than one week, or 5 business days.
• Contracts on a vendor-provided form, or those requiring additional negotiation, require additional time for review. They are generally approved in 7-10 business days.

Approval

After a contract has been approved, it will be signed on behalf of the University by an authorized party, as per the University signatory policy, and sent to the department and/or vendor.

After the contract is signed on behalf of the University, the contract will need to be signed by the other party or parties involved. If the vendor accepts electronic signature, the contract will be sent electronically by Business Operations.

The fully executed (signed by all parties) contract should be returned to Business Operations.

The Business Operations Office maintains an electronic file for all contracts it reviews, but the primary file maintenance responsibility belongs with the department. Departments are responsible for understanding and executing the terms of their contracts, managing terminations or renewals, and ensuring financial obligations are met. Departments are responsible for tracking the performance of the contract and addressing any issues that may arise under the agreement.

All contracts should be sent to Business Operations already containing the basic information needed to understand the parties involved in the contract and terms of the agreement.

This includes:

• Complete name of the party or parties involved
• length of the agreement, or "term"
• obligations of each respective party
• terms of payment, if any
• procedure for termination of agreement
• signature line for authorized individuals from each party

The Scope Of Work (SOW) describes the services, end products, deliverables and performance objectives that the vendor must provide in order to meet its contractual obligations. The SOW is very important, and should state in detail such things as: what the specifications and requirements are, how the end product will perform, interim and final deliverables such as reports, models or specific tasks, the number of hours required to produce deliverables, specific deadlines, objective measures of the vendor's performance, etc. It is the department's responsibility to prepare the SOW; however, Business Operations can assist you.

Indemnification – In general, Wilkes will not agree to indemnify or "hold harmless" the other party to a contract. Efforts should be made to remove such provisions from the agreement.

Please note that a provision that says Wilkes "is responsible for" or "will reimburse the other contract party for" may be an indemnification clause. Also, a provision in which Wilkes "represents" or "warrants" something may be an indemnification clause.

Governing Law/Jurisdiction/Venue – The University's preference is to be bound by the laws of, and only submit to the jurisdiction of, the state of Pennsylvania.

Arbitration or Mediation – The University generally will not agree to any provision that requires the parties to submit a dispute to arbitration or mediation.

Liquidated Damages – Liquidated damage provisions should be excluded, because such provisions require the university to pay for goods or services not actually rendered.

 With respect to insurance coverage, Wilkes has an existing property and liability insurance program in place. Contract provisions calling for Wilkes to carry specific types or amounts of insurance may be in conflict with our insurance program, and should be reviewed with the Chief of Operations and Compliance to ensure Wilkes can comply with those provisions. Efforts should be made to delete provisions requiring an outside party to be added as an additional insured on our policies.  If the contract requires Wilkes to provide proof of its insurance, contact the Chief of Operations and Compliance to obtain the necessary certificates of insurance.

Contracts for services will be awarded by the Business Operations Office from an authorized requisition and/or supporting documents. Services include, but are not limited to construction, renovations, maintenance, operational activities, or software licensing agreements. All service contracts shall specify the nature of the service (scope of work), lump sum compensation amount, and any special payment terms. (Hourly rates are not used for these contracts.) All contracts shall require signed approval from an authorized University representative.

Contracts for entertainment, including bands and other performers, shall be issued prior to the event and submitted to the Business Operations Office for approval. All entertainment contracts shall specify the event name, location, lump sum compensation amount, and any special payment terms. (Hourly rates are not used for these contracts.) All contracts shall require signed approval from an authorized University representative.

Contracts for consulting services shall be issued prior to services rendered and submitted to the Business Operations Office for approval. In selecting a Consultant, the responsible Budget Manager shall base the choice on demonstrated competence, knowledge, qualifications, and on the reasonableness of the proposed fee. All contracts shall specify the nature of the service (scope of work), lump sum compensation amount, and any special payment terms. (Hourly rates are not used for these contracts.) All contracts shall require signed approval from an authorized University representative.

When using a consultant agreement, it is required that the department complete an Independent Contractor Checklist (ICC), to be submitted with the contract and PO Requisition. Blank ICC forms can be found on the Forms Depot section of Business Operations on the Wilkes Portal.

Contracts for services including speakers, game officials, etc., shall be issued prior to services rendered and submitted to the Business Operations Office for approval. The release shall specify the nature of the service, lump sum compensation amount, and any special payment terms. (Hourly rates are not used for these contracts.) All contracts shall require signed approval from an authorized University representative.

All construction contracts must be submitted to the Capital Projects and/or Facilities Department for review prior to work being performed. All construction contracts will be awarded after completion of the competitive bid process. All terms and conditions in the contract shall comply with the terms and conditions of the competitive solicitation. A contract for General Construction Services shall be issued upon approval of bid award by the V.P., Finance & Support Operations.

Contracts for certain services that span several years and are approved by the V.P., Finance & Support Operations will be subject to an annual review by the Business Operations Office. Upon favorable review, these contracts may be renewed based on supplier/vendor performance, per criteria established in the competitive bid process, availability of funds and input from the requesting department. All contracts shall require signed approval from an authorized University representative.