CONTRACT REVIEW AND APPROVAL PROCESS
To maintain our status as one of the nation’s leading liberal arts institutions and continue to provide students an experience that is both intensely residential and globally engaged, St. Olaf College frequently enters into contractual relationships with individuals and entities from around the world. In order to ensure that contractual relationships serve the best interests of the college, and that these agreements comply with the college’s legal obligations, members of the St. Olaf community who have responsibility for negotiating contracts must do so in adherence with this Contract Review and Approval Process.
This policy describes the process for obtaining review and approval for contracts to which St. Olaf College will be a party. It is intended to ensure that any commitment of college resources is properly reviewed and approved.
This policy applies to all agreements that require a commitment by the college except:
1. Routine purchase orders, bills of sale, invoices or other documents that do not contain terms or conditions beyond payment for goods or services;
2. Renewals of existing contracts within the previous five years that do not include terms different from those already approved; and
3. Pre-approved and unmodified agreements drafted by the college for such things as use of college facilities/space, participation in college activities or speaker/entertainer agreements.
Contract Review Process
The college faculty, staff, or student seeking approval of a contract should conduct an initial review to confirm that the agreement is clear and consistent with the college’s interests and with the negotiated business terms (e.g. price, scope of work, term of agreement, deadlines, etc.). These general terms should be resolved before contacting the General Counsel’s office for legal review.
You are encouraged to include the General Counsel in review as soon as you have completed an initial review. Contract review may require several days to complete depending upon the length and complexity of the agreement and other workload demands.
The review by the General Counsel ensures that the college abides by legal requirements; the agreement is consistent with college policies; the college honors other contractual obligations it may have; the college’s rights and interests are protected; and the college does not enter into arrangements that are imprudent or place the college at undue risk.
Review Conference with General Counsel
When you contact the General Counsel seeking review of the contract make sure to inquire whether an in-person meeting should be scheduled. In most cases it will be helpful to meet with the General Counsel to discuss the details of the contract to ensure a thorough review. Be prepared to discuss the purpose of the agreement and the terms that were negotiated with the other party. In addition, ensure that any policies or exhibits referenced in the contract, such as privacy and procurement policies, are attached.
Execution of Agreement/Signing Authority
Only authorized individuals may sign contracts on behalf of St. Olaf College. Unless you are designated in writing with authority to sign contracts on behalf of the college, you will need to request an individual with signing authority to execute the agreement. In most instances, once the contract has been reviewed by the General Counsel it will be sent to the Vice President and Chief Financial Officer for approval and signature.
Conflicts of Interest
It is your responsibility to immediately disclose any conflicts of interest that may arise as a result of a contract or proposed business arrangement. Consult the college’s Conflict of Financial Interest Policy for further information. Questions can be directed to the Chief Financial Officer or the General Counsel.
The General Counsel provides notary services to faculty, staff, and students free of charge. Please contact Jennifer Whitson at firstname.lastname@example.org or 507-786-3000 to make an appointment. Proper identification includes a current and valid government issued driver’s license, passport, or current Ole Card.
SERVICE OF PROCESS
Only the President and the General Counsel are authorized to accept service of legal process on behalf of St. Olaf College. If someone approaches you and asks you to sign for or otherwise accept receipt of legal papers on the college’s behalf, you should decline acceptance of the documents and direct the person to the President’s Office.
SUBPOENAS, WARRANTS AND OTHER REQUESTS FOR INFORMATION
St. Olaf routinely receives requests from law enforcement, governmental agencies, private attorneys and others seeking information relating to the college, past or current students, employees, faculty, or staff, or other documentation maintained by the college. These requests may be in writing, in person, or by phone. The General Counsel manages the response to requests and demands for information, and assists in ensuring compliance with privacy and other legal obligations. If someone asks you to accept a subpoena, warrant, or similar request for information, please decline to do so and direct the person to the General Counsel. If you receive any such requests by mail or email, please forward the request to the General Counsel. If you receive a call from a police officer or governmental agent or attorney requesting information relating to St. Olaf, direct them to speak with the General Counsel. Keep in mind, these requests are often time-sensitive and subject to legal procedural rules. They may also require that the existence of the request be kept confidential. If you have any questions you should contact the General Counsel.
CERTIFICATE OF INSURANCE
A certificate of insurance provides verification of an insurance policy and information on the important provisions of the insurance contract. It is written evidence that an insurance policy has been issued, indicating both the amounts and the types of insurance. Certificates of insurance are not a substitute for the actual policy and generally a certificate of insurance provides no coverage to the certificate holder. Certificates are usually requested by opposite parties in an agreement or contract to ensure that the other party has the appropriate insurance coverage. As needed, the college provides documentation of insurance coverage as outlined within contracts / agreements.
To request a certificate of insurance, contact the Vice President and Chief Financial Officer.