Number IPP 15
Internal Policy and Procedures
SIGNATORY AUTHORITY/CONTRACT REVIEW
Purchasing staff who have been delegated to approve or release official purchase order(s) will sign contracts specifically related to the orders they are responsible for. Signatory authority carries with it the responsibility to assure acceptability of language.
The Director of Purchasing Services delegates signatory authority to Purchasing staff on behalf of the University of Wisconsin-Madison (UW-Madison). Signatory authority on behalf of the Board of Regents is only delegated to the Director and the Associate Director of Purchasing Services, and the Associate Vice Chancellor of Business Services. Contract Signature Authority Memo.
All contracts must be signed with the Director's name followed by the agent's initials, and current date. In addition any edits made within the document must be initialed with Director's initials, agent's initials, and current date. A copy of the contract or revised contract must be kept in the appropriate Agreements, Leases, Licenses (ALL) file, bid jacket, or in the vendor file purchase order(s). These copies should be clearly labeled (see IPP #42). Delegated departments will maintain contract files, signed by them, at their location.
- Prior to signing any contract and releasing a purchase order, all unacceptable language or terms must be deleted and appropriate language substituted if required. All copies of the contract must be corrected separately.
- Remove unacceptable language or clauses by neatly lining out words or "Z"ing out clauses and initialing with the Director's initials and the agent's initials and current date as close to each deletion as possible. "Z"ing out is accomplished as shown below:
and the lease shall not be terminated or affected
in any regard as a result of any reason, cause of event whatsoever
(including without limitation any event affect Lessee's use of equipment).
XXX/[agent's initials] and date .
Signing and authorizing the contract must be accomplished by writing the Director's name and the agent's initials and current date as in the example below:
"Director's Name /(Agent initials), MM/DD/YY
Agents will be supplied with a self-inking stamp with the Director's name and title for this purpose.
The following are unacceptable clauses and must be lined out:
|3.1||Any statement contradictory to our bid or purchase order terms and conditions.|
|3.2||Any hold harmless clause or an indemnity clause which requires the university to accept liability for the negligence of anyone other than a university officer, employee or agent.|
|Substitute the following clause which is acceptable to UW-Madison. This should be attached to the contract and so labeled to identify which clause it replaces.|
|Replacement for your Section #|
|A.||"The Board of Regents of the University of Wisconsin System agrees to provide liability protection for its officers, employees and agents while acting within the scope of their employment. The Board of Regents further agrees to hold harmless _____________, its officers, agents and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon or grows out of the acts or omissions of any of the officers, employees or agents of the University of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats."|
|B.||"___________ agrees to hold the University harmless from any loss, claim, damage or liability of any kind involving an employee, officer or agent of the Contractor arising out of or in connection with this Agreement except to the extent that it is founded upon or grows out of the acts or omissions of any of the officers, employees or agents of the University of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats."|
|3.3||Applicable Laws: The laws of the State of Wisconsin must be substituted for any other state or other country. Line out other state's name and insert Wisconsin at all locations.|
|If a vendor will not accept a change you are allowed to make the following offers in the sequence shown:|
|3.3.1||If they insist on their state law controlling, offer: "To the extent it does not waive the sovereign immunity of the State of Wisconsin, substantive or procedural, this agreement shall be governed by the laws of the state of [INSERT APPROPRIATE STATE HERE]."|
|3.3.2||If they will not accept 3.3.1, leave the choice of law section silent: that is, agree not to have a choice of law section.|
|3.3.3||If they persist, see 5.1 ( Refer to Legal Services)|
|3.4||Automatic Renewals: Line out the word(s) "is automatically" and insert "may be" (written above the lined out word[s]).|
|3.5||Cancellation Clause: UW-Madison must have the ability to cancel a contract within 30 calendar days or less upon written notice.|
|3.6||Confidential Information: Add the following clause to any statement that requires UW-Madison keep information, formulae, process, etc., confidential: "except as required by Wisconsin Law." Here is a sample Contract Compliance Commitment Letter|
|3.7||If a contract states damages limited to a specific dollar amount, the statement must be deleted from the contract.|
|3.8||Entire Agreement Clause: Insert the words "and our Purchase Order" (written near where insert is to occur with an arrow to spot) to assure that the PO terms are also to be considered part of the agreement.|
|3.9||Incidental and Consequential Damages Clauses relieving vendor of any responsibility are generally acceptable, but a discussion with the user department is required to determine if the UW-Madison could suffer damage or loss (e.g., loss of revenue).|
|3.10||Late Payment Fees: Line out late payment penalty fees that conflict with Wisconsin Statutes prompt pay laws (per WI State Statue 16.528, Prompt Pay Policy.|
|3.11||Legal Fees: Line out any clause obligating the UW-Madison to pay legal fees. We do not pay unless ordered by a court.|
|3.12||Payment Terms: Line out and correct invoice payment terms to be Net 30 days after receipt of a properly completed invoice, unless alternate terms are in the best interest of the state, or as required in a related bid.|
|3.13||Removal of Equipment Due to Non-Payment: Line out any language that allows the vendor to enter UW-Madison property to remove/repossess equipment.|
|3.14||Taxes: UW-Madison generally does not pay taxes unless the commodity or service is consumed in the state imposing the tax. A listing of states that offer tax-exempt status to the State of Wisconsin when the commodity or service is consumed in that State is listed at http://www.uwsa.edu/fadmin/fppp/fppp36i.htm. If other fees or taxes, verify with your manager.|
|3.15||Arbitration: Line out entire clause referring to arbitration.|
Agent will determine whether a vendor response (counter signature) is required at the time contract is transmitted.
|4.1||A response is not required if the vendor has pre-signed the contract and agent has made no modifications. Make two photocopies (of agreement and transmittal letter). Send original copy to the vendor with the purchase order or a transmittal letter (if no purchase order). Send one copy to ALL file, vendor file, or bid jacket; and one copy to department.|
|4.2||A response is required if the vendor has not signed the contract, or if vendor has pre-signed and agent made modifications to the contract. Make adequate photocopies (of agreement and transmittal letter) so you may send an original and copy to vendor with the purchase order or a transmittal letter (if no purchase order). Send one copy to ALL file, vendor file or bid jacket; and one copy to department.|
Generally contracts should be filed in the ALL File. Exceptions: maintenance agreements, , and entertainer agreements are filed in vendor file; agent should decide if extenuating circumstances would require filing in other than the ALL File and label it as such. Any contracts that refer to a purchase order should be filed in the Vendor File. [DELEGATED AGENTS: See IPP #42].
|4.4||Hotel and Catering Contracts. When the department sends Purchasing the contracts, they will indicate if we should send the vendor their copies or they may want them sent back to the department after editing and signing. In all cases, a copy is made for the ALL File with a tickle date of two weeks after the event takes place.|
|4.5||To facilitate follow-up, agent may send Purchasing’s file copy into the ALL FILE coordinator's pending file with a pull date. Vendors that accept our purchase order, are deemed to have agreed to contract terms (including modifications).|
Disputes from vendors of edits to agreements/contracts will be handled by the agent if possible (e.g. see 3.3). Issues that agent cannot resolve should be discussed with an agent manager and may be referred to Legal Services (hereinafter referred to as "Legal") using the following process:
|5.1||Agent will request of legal as to how to resolve; provide a copy of the document(s) and prepare a cover memo. The memo is then given to an agent manager for review, approval and forwarded to the Associate Director. The Associate Director will review/approve and forward to Program Assistant to the Director [DELEGATED AGENTS: Forward to an agent manager for that commodity.]|
|5.2||Program Assistant to the Director will log request on the "legal agenda" and fax or interdepartmental mail to Legal Services.|
|5.3||Program Assistant to the Director will log request on the "legal agenda" and fax or interdepartmental mail to Legal Services.|
IPP42 (Agreements, Leases, Licenses (ALL) Vendor Files