Clayton State University Contract Review and Processing

Clayton State University Contract Review and Processing Training Updated July 2020

Contract Regulations As a Board of Regents of the University System of Georgia public institution and an instrumentality of the State of Georgia, Clayton State University is subject to a number of laws and policies: Georgia Constitution and State Laws BOR/DOAS Policies and Procedures Attorney General Opinions These prevent us from either entering into certain kinds of contracts or place limits on what we can agree to in our contracts. These regulations apply to all public colleges and universities in Georgia. 2

Why Contract Review? A contract is defined as any document that creates a financial or resource obligation and/or a right or liability for the University. Examples of Contracts Memorandums of Understanding (MOUs) Memorandums of Agreement (MOAs) Letters of Agreement Hardware/Software Licenses Anything with Terms and Conditions Why develop a contract review process? To improve the procedures for submission and to review for legal contractual compliance, as well as to ensure it meets your business needs. 3

Objectives of Contract Review 1. To provide informative guidance in the review process. 2. To minimize errors and uncertainties (ensure a meeting of the minds between vendor and purchaser; details outlined) 3. To avoid litigation or personal employee liability. 4. To ensure that we are in compliance with all requirements. In other words, TO PROTECT THE UNIVERSITY AND YOURSELF. 4

Contract Authority State law provides that persons entering into contracts without complying with all applicable state laws and regulations can become personally liable for any amounts due under those contracts. In other words, the contract is between you and the other party. 5

Contract Owner’s Obligations Is it in the best Interest of the State? Have you read the entire contract and does it meet your needs? All contracts should be in the best business interest of the University and meet your departmental needs Do not WAIT! Contract owner should start the review process at least 30 days in advance of purchase/need to allow for compliance negotiations and all signatures. Be prepared to walk away and find another vendor should negotiations fall through. Recurring agreement? Contract owner is responsible managing the contract and knowing when it expires and determine if it will be renewed and start the renewal process accordingly. (Consider RFP and Quote purchase processes) 6

Contract Owner’s Obligations Statewide or BOR Master Contract? Is the contract part of a system wide procurement, a Board of Regents Master Agreement or Participation Agreement? To determine a properly procured service contact the Procurement Services at: (678) 466-5325. Prepare with Checklist and Rules Have you reviewed the Contract Review Checklist and Vendor Letter for prohibitive language? Both sources can be reviewed at: http://www.clayton.edu/contract-administration Contract Affidavit Does the contract include payment for labor or services exceeding 2,499.00? If so, you must obtain from the contractor a signed and notarized affidavit of compliance with the federal work authorization program requirement (also known as E-Verify). http:// www.uscis.gov *Recurring contracts may repeat affidavit for 5 years* 7

Contract Owner’s Obligations PCI – Credit Cards Is the contract PCI (Payment Card Industry) compliant? If applicable, review the following site prior to submitting for contract review. https://www.pcisecuritystandards.org/pdfs/Small Merchant Questions to Ask Your Ven dors.pdf?agreement true&time 1496450317345 Data Protection Does the contract involve personal data, international students, foreign travel/interaction, software, PCI language? If applicable, review the EU General Data Protection Regulation (GDPR) Compliance Policy. Minors on Campus/Background Checks Does the contract require vendor employees to work on campus on a regular basis? If applicable, review the Protection of Minors on Campus Policy. A background check for the employee(s) would be required and kept on file with that vendor. 8

What is E-Verify? O.C.G.A. 13-10-91 (b) (1) requires that for any contract with a state agency for labor or services in excess of 2,499.99, there must be submitted a signed and notarized affidavit(s) on standard forms attesting to the compliance with the terms of the federal work authorization program (also known as E-Verify), or there must be stated a specific exemption from this requirement. E-Verify is a free Internet-based system (http://www.uscis.gov) operated by the Department of Homeland Security (DHS), US Citizenship and Immigration Services (USCIS) in partnership with the Social Security Administration (SSA) that allows employers to verify the employment authorization and eligibility of their employees. For more information about E-Verify and for E-Verify forms, go to https://www.clayton.edu/contract-administration/. 9

Common Contractual Issues Clayton State’s legal name: The Board of Regents of the University System of Georgia by and on behalf of Clayton State University Confidentiality of contract - The Georgia Open Records Act Conflicts of interest 10

Prohibitive Issues Arbitration or mediation to resolve disputes. Contract subject to laws of another state. We can only agree to be governed by the laws of Georgia. (Or can be silent on that clause) Indemnification or “hold harmless” clauses and limitation of liability clauses. Multi-year terms or automatic renewals. Note: The Georgia General Assembly passed multi-year contract legislation but is only for property leases. (unless you can pay for all years at once) Payment of taxes, penalties, interest, late fees, or attorney fees. General liability insurance or bonds. We are self-insured with additional information located at: http://www.clayton.edu/operation-services/Insurance-Claims-Procedures: Indirect or incidental damages. 11

Compliance Review 1. Submitted documents are automatically routed for review. Once the file reaches reviewer, please allow a minimum of 7 business days for review (and permit time for contract owner to negotiations of the removal of prohibitive language). 2. The assigned reviewer will provide feedback directly to contract owner via the Portal. 3. Documents are reviewed and any required changes and comments are noted. 4. The reviewed documents are uploaded to the contract owner’s portal for editing or finalization. a. Once all changes have been made, the updated documents should be resubmitted (via the Portal) to the assigned reviewer for final review. b. Finalized documents will then be submitted to the contract owner’s portal for execution. c. If the reviewed documents exceed 2499, they must be sent to the Vice President of Business and Operations for signature. If less than 2499, the designated signer of the department can sign. Once signed, the final copy must be uploaded into the contract owner’s portal. 12

Contract Execution For contracts exceeding 2499: 1. Once all documents are finalized, send the document to the external contracting party for signature, prior to submitting to the Vice President of Business & Operations, if the Vice President’s signature is required. 2. Once the external party signs, send the partially signed document to [email protected]. 3. Once signed by the VP, contract owner will be notified the documents have been signed and will be attached to the email notification. 4. Department or contract owner is responsible for maintaining an original in the department and sending the other original(s) to outside party or parties, as well as uploading the fully executed copy, regardless of dollar amount, to the Portal. Reminders will be sent every two days until fully executed copy is received. 13

Contract Review Process NEW: Contract Routing is going GREEN! Digital Contract Routing is now live: Contract Portal: https://clayton.service-now.com/contract review 14

Questions? Email: [email protected] http://www.clayton.edu/contract-administration https://clayton.service-now.com/contract review 15