Procedures

Definitions

Contract Manager – The University’s faculty or staff member with the duty to monitor a contract between the University and a third party in connection with a particular transaction.  The Contract Manager serves as the primary point of contact on a particular contract throughout the contract life cycle.

Contract Administrator – Responsible for the ongoing oversight of the Contract Administration program and is located in the Office of Procurement Services.

Department -  The Department is the Office, College, or other business unit representing FSU.

First/Second Party – These are FSU and the vendor/provider in question. The First Party is typically the FSU Department, and the Second Party is typically the party in which FSU is going to do business with; However, this can be in reverse in some scenarios.

Contract Type – The type of contract the Contract Manager will create, based on the goods/services in question.

Templates – Template, otherwise known as boilerplates, are draft contracts with standardized formatting and language meant to accommodate most scenarios. Templates are used to keep like contracts formatted similarly and allows for more efficient review.

Signature Authority – The authority to sign contracts. Signature Authority is delegated by the President to certain position titles and for certain contract amounts. See Policy 4-OP-A-6, Section II.E for more information.

 

Roles and Responsibilities

It is the responsibility of the Contract Manager to enforce the terms and conditions of assigned contracts. All signed contracts should be assigned a Contract Manager to ensure accountability. Contract Managers are responsible for the following:

  1. Assist in the development of requirements or specifications of a desired contract;
  2. Serve as the main point of contact with the vendor;
  3. Monitor the vendor’s performance pursuant to the terms and conditions of the contract;
  4. Review and authorize payments and other transfer of funds, where applicable;
  5. Manage dispute resolution in conjunction with the Office of Procurement Services and Office of General Counsel, where applicable, to ensure performance is as expected;
  6. Document all review and acceptance of major milestones, or deliverable, associated with the contract;
  7. Appropriately routing and executing contracts;
  8. Ensuring that assigned contracts are signed by the appropriate Signature Authority, as defined in the Policy above;
  9. Maintain a contract management file with all relevant contract documents, including but not limited to:
    1. Monitoring documentation, e., evidence showing that all records and reports required for submittal to the University were received, reviewed and analyzed. 
    1. Performance standards and documentation, i.e., evidence showing that the university evaluated criteria and performance standards provisions within the contract. 
    2. Problem/deficiency documentation, i.e., evidence showing that any problems or deficiencies pertaining to contract or lease performance have been duly noted and communicated. In addition, documentation shall be maintained concerning follow-up actions. 
    3. Substantial and final completion documentation, i.e., all forms, correspondence and documents ascertaining to the fact that the contract or lease parties have complied with completion provisions. 
    4. Payment documentation, i.e., records demonstrating that payments due have been verified, approved, and completed.

It is the responsibility of the Contract Administrator to serve as the liaison with the University Contract Managers and to provide the following:

  1. Development and implementation of training and other related resources as it relates to Contract Administration;
  2. Oversight and implementation of the Policy;
  3. Management of the University’s chosen contract repository and other systems related to contract administration and management;
  4. Review contracts per the workflow rules assigned in the designated Contract System.

It is the responsibility of the Attorney Reviewer/Approver to:

  1. Review and approve the contract for form and legality.
  2. In some cases, the Attorney is the Contract Manager and may also draft certain types of agreements.

Contract Types

Please visit the Contract Module Job Aid for the list of contract types and their definitions. The contract type can sometimes define the workflow process and what terms are included in the contract.

Contract Process

These procedures outline step-by-step instructions for drafting and routing contracts.

  1. Draft Contract

Contract drafting may be done by a number of different people, depending on the contract type. For example, Intellectual Property contracts are usually drafted by the Department of Commercialization, Construction contracts are usually drafted by Facilities, and standard goods and services contracts are usually drafted by Procurement Services. However, in many cases, the Departments or Colleges may draft their own agreements and in many cases use contract templates, or boilerplates.

“Contract templates” are standard form contracts where the terms and conditions and format of the contract are set up to be consistent, to make drafting easier. Often referred to as a “boilerplate”, FSU contract templates must be approved by the Office of General Counsel and/or Procurement Services. Using pre-approved templates makes routing and approvals much more efficient.

A contract should include, but is not limited to, the following:

  1. Detailed Scope of Services or Description of Goods
  2. Technical Specifications, if applicable
  3. Performance Specifications
  4. Service Dates
  5. Delivery Requirements
  6. Reporting Requirements
  7. FSU’s Standard Terms and Conditions, where applicable

If assistance is needed in drafting, or determining who should draft a contract, please contact the Contract Administrator.

  1. Obtain Internal/External Contract Reviews

Contracts must be reviewed in their draft stage before being routed for formal approvals and signatures. Reviews should be done by anyone that will either need to approve or sign the contract so that there are no delays when routing. Internal/external reviews are informal reviews with all relevant parties, designed to ensure that anyone that has an interest in the contract is made aware, and has a chance for feedback. Each Department/Office/College should ensure that any defined internal routing processes are followed before routing for formal approval and signature. It is imperative that all relevant parties are included in the informal review process (drafting) to ensure efficient routing for approvals and signatures (ex: if leasing space on or away from campus, has the contract draft routed to the Leasing Department in Facilities?). Typically, the second party will receive a draft to review and offer feedback as well, before the final approvals and formal contract are routed for signature.

  1. Approval of Contracts

Before a contract can be signed, all required formal approvals should be obtained. Contracts should route within the Contracts Module in SpearMart. All approvals are obtained through automated workflow within the module depending on the contract type and dollar amount. The module will obtain the following approvals where applicable:

  1. Department Approval – This approval is required on all contracts and should be the Dean/Director/Department Head (DDD) or their delegate.
  2. Contract Administrator Approval – This approval is also required for all contracts and will be reviewing for terms and conditions, template, and process accuracy. The Contract Administrator ensures that all contracts are being routed as expected and will be maintained in the central repository for the University.
  3. Sponsored Research Approval – If state or federal sponsored funds are being used, the contract will route through Sponsored Research for approval. This approver will ensure the correct federal/state funding language is accurate and present within the agreement. A project ID will be required.
  4. ITS Approval – If the contract will contain any type of software or hardware considerations, or any data security concerns are noted, the contract will route to ITS for approval.
  5. Office of Business Services Approval– Per Policy 4-OP-D-3, should the contract contain a pecuniary benefit or revenue growth of $10,000 or more annually or in any given year, or will have a term of five (5) years or more (including renewals, extensions), then the OBS will approve.
  6. Controller’s Office Approval  - Per Policy 4-OP-D-3, should the contract contain a pecuniary benefit or revenue growth of $10,000 or more annually or in any given year, or will have a term of five (5) years or more (including renewals, extensions), then the University Controller should approve.
  7. Chief Procurement Officer – For all goods and services, the Chief Procurement Officer will approve.
  8. Office of General Counsel Approval – OGC will approve all contracts over $10,000.
  1. Signature Authority and Execution of Contracts

Only FSU personnel designated signature authority via Power of Attorney by the President or their designee can sign a contract which binds the University. The Contract Module is integrated with DocuSign to collect appropriate signatures from both FSU and the second party. The Contract Manager should ensure the correct signatories are set up for on the contract. If unsure of Signature Authority, please contact the Office of General Counsel or the Contract Administrator.

  1. Contract Repository

The Contract Module within SpearMart serves as the University’s central contract repository. In the event of an emergency or other extenuating circumstances where a contract is signed outside the module, the Contract Manager should send an electronic copy of the contract to the Contract Administrator.  

Additional Information

Contract Management

Once a contract is executed, the named Contract Manager will be responsible for monitoring the performance of the contract. The Contract Manager should ensure that the Second Party delivers all expected goods/services as specified in the contract and should maintain documented evidence of such in a Contract Manager’s file.

Contract Closeout

The contract closeout process is undertaken by the Contract Manager at the end of the contractual relationship with the Second Party.  It also provides the Department staff with reference materials to use in contemplating future relationships with Second Parties. If both programmatic and fiscal closeout requirements have been met, then the contract may be considered closed. The contract manager’s file should be complete, clearly organized, and ready for storage and retention purposes (regardless of format). If applicable, when final payment is made, a change order should be sent to close out the Purchase Order in OMNI as well, if applicable.

Contract Changes

Contract amendments, renewals, and extensions (formal changes) are executed using the same approval routing process as a new contract within the Contract Module in SpearMart.  All contract formal changes shall be in writing and signed by both parties using the appropriate Signature Authority. The Contract Manager is responsible for initiating requests for contract changes as soon as practicable.  All changes must be executed prior to the end of the contract.

Contract Manager Reassignments

It may be necessary to assign a different Contract Manager, on either side, to an active contract due to personnel turnover or other issues.  When this occurs, the Department shall facilitate reassignment of the contract to another qualified Contract Manager within the Department.  Contract Manager reassignments are not considered a formal change, and do not require a formal amendment, generally.  The Contract Administrator should be notified immediately of any change in Contract Manager, whether temporary or permanent. All reassignments should be sent immediately to contracts@fsu.edu.

Contract Module Access

For access to the Contract Module, please send an e-ORR request through the my.fsu.edu portal. The requestor should request the following role: FSU_PS_TCM_CONTRACT_MANAGER