Contracting
Mines executes various types of expenditure and revenue agreements every year. All agreements for goods and/or services must be either created or reviewed by your purchasing agent and/or the contract administrators. Mines employees are not permitted to sign any agreement for any amount unless they have been granted, in writing, signature authority by the Board of Trustees.
Procurement reviews agreements to ensure that Mines does not agree to terms that are prohibited by Federal or State law, or against Mines policy so that Mines is not put at financial and legal risk.
Mines agreements are stored in the Contract Research System (“CRS”).
Contract Research System (CRS)
Pre-Contract Approvals
Food Truck Approval
If you need a food truck for your event, please submit a food truck approval. After approval Parking will send Procurement an email, and we will reach out to you to complete the agreement.
Alcohol Approval
If you will be serving alcohol at an event where students are present, please submit an alcohol request. After approval, please forward Procurement the approval, along with the agreement, quote and any other information for the contract.
Protection of Minors Approval
If minors will be present at your event, please submit the Protection of Minors Request. Once approved, please send Procurement the approval, agreement, and quote for the contract.
Contract Review
Expenditure
All expenditure agreements should be sent to your Purchasing Agent at Procurement@mines.edu. If further review is required from the contract administrators, your purchasing agent will route the agreement appropriately.
Please review the non-legal terms of the agreement before sending to Procurement, such as dates, correct good/service, department responsibilities, etc.
Revenue
All revenue agreements should be sent to the Contract Administrators at contracts@mines.edu for review and approval.
Technical Service Agreement (TSA)
ll technical services agreements should be sent to the Office of Research Administration at proposals@mines.edu for review and approval.
Expenditure Contract Thresholds
Contract justification requirements for expenditure contracts (where Mines will be paying for goods and/or services) follow the same threshold requirements listed in the Purchasing Thresholds. Even if a contract does not necessitate a purchase order being issued, Procurement still considers the total contract maximum cost in order to ensure purchasing policy is followed.
Signature Authority
An individual’s authority to execute contracts on behalf of Mines is only acquired through written delegation, approved in advance. Delegation of authority comes from the Board of Trustees. If you have not been granted signature authority to execute an agreement, you cannot sign any document containing legal or financial terms.
Extending a Contract
Your Purchasing Agent will contact you via e-mail when a contract that you own is approaching its end date. However, if you become aware that goods and/or services are needed beyond the initial term of the contract before Procurement contacts you, please email Procurement@mines.edu a request to extend the contract and include the following information:
- Supplier Name
- Contract Number
- Expiration Date
- Description of needed updates. This may include:
- How many more months/years the contract is needed
- Any changes to the services and/or goods
- Updated supplier contact information
- Etc.
Depending on the details of the current contract and Mines’ needs, Procurement may extend the contract via an Amendment, or may execute a new contract.
Amendments
If the initial term of the contract is less than five (5) years, Procurement can extend the end date of the contract by signing an amendment.
If the contract is needed for beyond five (5) years, Procurement may require the following:
- Confirmation that the goods and/or services provided by the current supplier are still needed.
- Quote/Proposal showing costs for the extension period.
- Justification for extension. Please provide details as to why continuing with the current supplier is in the best interest of Mines. Procurement may request comparative quotes for the extension period in order to confirm that the price continues to be fair and reasonable.
All contracts that extend beyond five (5) years require approval by the Director of Procurement and Contracting. Your Purchasing Agent will use the information provided above to request term approval for the extension.
New Contract
Extending a contract via amendment is generally preferred. However, a new contract may be required due to any of the following:
- Mines requires a new contract due to reaching term limit (5 years), or term and condition updates.
- Supplier requires a new contract due to reaching term limit (variable), or term and condition updates.
- Supplier does not allow extension by amendment.
- Supplier has merged, or been bought out by a new company that will not honor the previous supplier’s contract.
- A solicitation was conducted. Even if Mines awards a current supplier for the same goods and/or services that they are currently providing, a new contract must be executed. Mines cannot extend a contract via amendment if a solicitation is conducted for those goods and/or services.
Terminating a Contract
There are several reasons why a department may elect to terminate a contract before the end date. It is critical that you contact Procurement and Contracting as soon as possible. Below are some possible reasons why a contract may be terminated early.
Sunsetting
If the goods and/or services are no longer needed after the current end date of the contract, please contact Procurement and let us know that extending is not needed.
Closeout:
- Notice to Vendor: Please include whether you have already or intent to contact the vendor to let them know the contract will not be extended, or if Procurement needs to contact the supplier. Many vendors may automatically extend services and charge for that extension (i.e. software or other subscriptions). Contacting the supplier directly (by email) ensures services end at the appropriate time and provides documentation of our request to terminate.
- Data: Let us know if the contract involved any sensitive data that needs to be destroyed, or if any data needs to be downloaded for continued access, etc. and we will help faciliate.
- Final Payment: Please let us know if all final payments are fully complete, and Procurement will close any issued purchase orders and release funds.
Termination for Breach
If you believe that a vendor has breached the contract (i.e. not able to complete scope of work, goods and/or services are not usable for the intended purpose, etc.), please contact Procurement as soon as the issues are known.
Procurement can assist with communicating expectations and other contract requirements to the vendor, provide mediation or start the termination for cause process which requires:
- Clearly documenting the issues
- Providing a cure notice
- Allowing a remedy period
- If Needed:
- Drafting and sending the termination for cause notice
- Assisting with closeout (data destruction, data retention, final payments, etc.)
- Bringing in legal for assistance
Contract Cancellation
If a contract is no longer needed, but the vendor is not in breach, and allowing the contract to sunset is not an option, please contact Procurement. We will review the contract cancellation terms to determine the best path forward. The Mines Personal Services Agreement contains a Termination for Convenience provision, however, if the vendor’s contract was executed, there may or may not be an option to cancel outside of termination for breach.
Definitions
Contract (also Agreement): 1. An obligation, such as an accepted offer, between competent parties upon a legal consideration, to do or abstain from doing some act. 2. A legally binding promise, enforceable by law. 3. An agreement between parties with binding legal and moral force, usually exchanging goods or services for money or other considerations.
Execution: Once an agreement has been signed by both parties, it is considered fully “executed.” The terms of an agreement are not enforceable until execution (also known as the “effective date” of the contract).
Expenditure Contract: A contract in which Mines is obligating funds to an external party in exchange for goods and/or services.
Revenue Contract: A contract whose primary purpose is to generate revenue or to create a business opportunity for Mines.
Technical Services Agreement (“TSA”): A TSA is a legal document that outlines how a service provider and client will work together. For example, it can define the scope of work, payment terms, deadlines, etc.
Frequently Asked Questions (FAQs)
Can I sign an agreement if there is no expenditure (zero-dollar agreement)?
No. Even though there is no money being paid to a vendor, the agreement may still contact terms that are unacceptable and put Mines at risk. All agreements should be reviewed and approved by the Procurement and Contracting team.
What happens if I signed an agreement that wasn't reviewed by procurement?
If you signed, or find a signed agreement that was not reviewed and signed by procurement, please contact your purchasing agent as soon as possible. A new agreement may need to be negotiated with the vendor or the agreement may need to be re-signed by someone with signature authority.
I'm not sure if this document is an agreement. What do I do?
If you are unsure whether a document a vendor has asked you to sign is an official “agreement,” please contact your purchasing agent. If the document does not contain any legal or financial terms, you may be able to sign it However, determination of whether a document is an agreement must be made by procurement.
The quote I received has terms on it, and needs to be signed. What do I do?
Any document containing legal or financial terms or a link to terms or conditions that requires Mines to sign or issue a PO should be reviewed by procurement regardless of cost.
How long does it take to review and approve an agreement?
It depends. Some agreements may take a few minutes to review, and execute. Others may take several months to review, negotiate with the vendor and execute. The length of the agreement is not a good indicator of how long an agreement will take to complete. One-page agreements may contain many unacceptable terms that may take a long time to negotiate with vendors, while very lengthy agreements may not contain risky terms that require negotiations. It’s best to contact procurement as soon as possible to help with an agreement.