CONTRACT TIPS
Contract Transmittal Form
A Contract Transmittal form must be completed for all contracts/agreements. You may click on the following link for access to the form:
Contract Transmittal Form
The contract submittal form must be signed by the preparer and appropriate Vice President/Executive Officer. Please be sure to complete all blank fields on the agreement and be sure that information on the Contract Transmittal form agrees with the contract terms.
Be sure to complete any information in the body of the contract such as contacts, addresses, etc. before sending the contract to Dana West for contracts review.
The Process
Internal Agreement:Generally, the way the contract process should work is the internal preparer should prepare the contract (or fill in any information to an agreement originating from a vendor) and the contract transmittal form. These two documents should be routed as a contract package to the appropriate VP/Executive Officer for approval. The VP/Executive Officer should then route the entire approved package to Purchasing.
External Agreement: Most contracts/agreements originate from the vendor which at times are in the form of the terms and conditions. If this is the case, the internal contracting party should submit the agreement prepared by the vendor along with the contract transmittal form to the Purchasing Director for review and proper execution.
Purchasing Receives the Contract: Once the contract is received in Purchasing, the contract will be reviewed and it may require an addendum, if applicableterms/conditions are unacceptable for a state agency to enter into the terms/conditions or if standard contract language is needed. The Director of Contracts/Purchasing may need to prepare an addendum to the agreement.
Purchasing Logs the Contract: The contract will be logged by Purchasing/Contracts Office staff.
EVP’s Office Receives the Contract: The contract package is then sent to the Executive Vice President (EVP) for Business and Financefor his review and then forwarded to the President for his signature. The EVP has authority to sign some contracts on behalf of the President.
THE PRESIDENT IS THE ONLY PERSON THAT HAS THE AUTHORITY TO SIGN MOST CONTRACTS. Please see policy G-34-01 for the complete list of individuals who have signature authority for certain types of agreements.
EVP’s Office Returns the Contract Package to Purchasing for Dissemination/Tracking: Once the President has signed the contract, the Executive Vice President for Business and Finance office will send the contract package back to Purchasing/Contracts office for distribution, contract monitoring notifications, tracking the agreement by phone or email to secure a fully executed agreement, and maintain the historical copy of the agreement on the NASSRV.
Timing
Timing for completing the process can vary widely depending on the type of contract and potential problems.
Specific actions on your part may speed up the process and make things smoother.
Contracts that use our templates are generally easier to process. If a contract is needed, it is best to use our templates.
Make sure that facts, dates, etc. are accurate in your contract and be sure to complete any information that RSCC must provide.
Start the process as soon as possible. It takes time for reviews and approvals so plan to leave a reasonable amount of time for all of these steps to complete.
If the contract originates from the vendor, try to obtain the contract language in MS Word, if at all possible. Most contracts that originate from another party are written to protect their interests and will likely include language that we either cannot agree to or would not want to agree to. Sometimes it is easier to work out if we can take their agreement and markup our proposed additions and deletion using track changes in MS word.
It is common for impermissible clauses such as indemnity, state of jurisdiction, warranty disclaimers, hold harmless clauses, attorney fees, and arbitration clauses. If you see headings or terminology such as this in your agreement then it is probable that we may have to attempt to negotiate these terms out of the contract. If you see language such as this, please let me know as soon as possible in order for us to put together a game plan to try to deal with these issues. Contracts with these types of issues may take quite some time to work through.
In many cases, it may be more effective to do business with a purchase order and avoid a contract with the vendor if the vendor is willing to accept our purchase order in lieu of their contract. Generally a purchase order is not difficult to process and if we can avoid signing agreement, protect our interests, and obtain the goods or services that you need then this may be the best course of action.
Disclaimer: The information included in this document is intended to provide practical guidance for dealing with contract issues. Should anything in this document conflict with Federal laws, State of Tennessee Laws, TBR Polices and Guidelines, or other authoritative guidance then the applicable guidance will supersede this document.