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Contracts procedure

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Section 1 - Preamble

(1) This Procedure is effective from 16 December 2019.

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Section 2 - Purpose

(2) This Procedure documents the steps which must be followed when entering into University Contracts.

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Section 3 - Scope

(3) This Procedure applies to all University staff and to all Contracts entered into by the University.

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Section 4 - Policy

(4) This Procedure is pursuant to the Contracts policy.

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Section 5 - Procedure

Advice prior to entering into a contract

(5) The Contract Sponsor must seek advice, guidance and assistance from all relevant areas of the University prior to and during the negotiation of a proposed Contract.  Such areas may include the DeakinLegal, Corporate Finance, Risk and Compliance Unit, Procurement Services, Infrastructure and Property Group, Deakin Research, Human Resources Division, eSolutions and Deakin International.

Approvals prior to entering into a contract

(6) The Contract Sponsor must ensure that all proposed University Contracts are approved in accordance with the requirements of the Portfolio Board and all relevant University policies and procedures. For example, a Memorandum of Understanding with an overseas institution must be approved in accordance with the Academic Partnerships procedure and the purchase of goods and services must be approved in accordance with the Procurement policy and procedure. If there is no approval process under a policy or procedure, the Contract must be approved by an Authorised Signatory under this Procedure.

Approval of the terms of the contract by DeakinLegal

(7) University Contracts must take the form of a formal written agreement with appropriate terms and conditions approved by the DeakinLegal prior to signing (except for the transactions referred to in clause 12). The following agreements are pre-approved by DeakinLegal for the purposes of this clause:

  1. a DeakinLegal standard form agreement which is created by the Contract Sponsor in accordance with any instructions on the DeakinLegal website; and
  2. an externally-drafted Contract provided by the other party, where a DeakinLegal checklist is completed by the Contract Sponsor in accordance with any instructions on the DeakinLegal website.

(8) DeakinLegal Standard Form Agreements should be used to document University Contracts whenever it is appropriate.  

(9) University Contracts to be included in a Tender Document must be approved by DeakinLegal prior to release or publication of the Tender Document (unless a DeakinLegal standard form agreement is used). 

(10) In each of the following circumstances the Contract Sponsor must instruct DeakinLegal to finalise the form of a Contract:

  1. where the other party or parties ask for amendments to the terms of a DeakinLegal Standard Form Agreement;
  2. where an externally drafted Contract is to be used and a DeakinLegal checklist has not been completed:
  3. where a new Contract needs to be drafted.

(11) The following transactions may be made by purchase order in accordance with the Procurement policy and procedure:

  1. the purchase of goods up to a value of $25,000 (excluding GST) where no special terms and conditions apply; and
  2. the purchase of services up to a value of $25,000 (excluding GST) where no intellectual property is created or licenced and no personal information is provided or collected.

Contracts valued more than $500,000 (or more than $2m for a research contract)

(12) If the Contract Value exceeds $500,000 (or for a research contract exceeds $2m), once the form of the Contract has been approved by the DeakinLegal, it must be approved by the Chief Operating Officer. National Health and Medical Research Council (NHMRC) and Australian Research Council (ARC) funding agreements with non-negotiable, generic terms and conditions are exempt from this requirement.

Signing the contract

(13) A University Contract must be signed by the University and the other party or parties before any obligations under the Contract are performed.

(14) University Contracts may only be signed on behalf of the University by an Authorised Signatory. The authority to sign a University Contract cannot be delegated to anyone who is not an Authorised Signatory.

(15) Prior to signing a Contract the Authorised Signatory must be satisfied that all advice, guidance and approvals required under this Procedure have been obtained and may request that the Contract Sponsor provide them with a completed and signed Contract Approval Checklist for this purpose.

(16) A University Contract may be signed by an Authorised Signatory whether the Contract is expressed to be executed as an agreement or as a deed.

(17) Contracts that are required to be signed under seal must be signed and sealed in accordance with Statute 8.1 - The Seal of the University.

Record keeping

(18) After a Contract has been properly signed, the Contract Sponsor must ensure that:

  1. a completed signed copy of the Contract is entered into the Deakin Contracts Record System; and
  2. the original signed hard-copy document is managed in accordance with the requirements of the Information and Records Management policy.

Managing the contract

(19) The Contract Sponsor is responsible for:

  1. developing and retaining a Contract Management Plan for each Contract;
  2. managing the proper performance of a Contract and the University's obligations under a Contract throughout the life of the Contract;
  3. negotiating variations and renewals as required;
  4. managing the termination or expiry of the Contract;
  5. seeking advice from DeakinLegal in relation to variations, renewals or potential disputes under the Contract; and
  6. ensuring appropriate records are kept in relation to each of the above.
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Section 6 - Definitions

(20) For the purpose of this Procedure:

  1. Authorised Signatories:
    1. University staff members holding a position with a Financial Delegation Limit of $100,000 or more, where the Contract is within their area of responsibility and the Contract Value is within their Financial Delegation Limit;
    2. Staff members in the University’s Infrastructure and Property Group holding a position with a Financial Delegation Limit of between $50,000 and $100,000 where the Contract is within their area of responsibility and the Contract Value is within their Financial Delegation Limit;
    3. the Chief Operating Officer where the Contract has been approved in accordance with clause 12
    4. and the Contract Value is within the Chief Operating Officer's Financial Delegation Limit;
    5. the Vice-Chancellor for a Contract with a Contract Value in excess of the Vice-Chancellor's Financial Delegation Limit if:
      1. the Contract is necessary to progress the ordinary business of the University; and
      2. there is insufficient time to obtain Council approval or Council has already approved entry into the Contract; and
      3. the Contract is reported to Council at its next meeting.
  2. Contract: as defined in the Contracts policy.
  3. Contract Sponsor: the University staff member responsible for implementing and managing a Contract. 
  4. Contract Value: the value of a Contract over its life (excluding GST), or where the Contract relates to the conduct of a research project and the University is not the administrator of the funding for the project, the value of the University's cash and in-kind contributions and allocations of funding to the University from the funding body over the life of the Contract (excluding GST).
  5. DeakinLegal: the University’s Office of General Counsel.
  6. Financial Delegation Limit: a University staff member’s financial delegation limit as specified in the Delegations policy.
  7. Tender Document: a request for tender, request for quotation or other similar document seeking expressions of interest from suppliers of goods or services.