OGL 481 Pro-Seminar I:

PCA-Structural Frame Worksheet

Worksheet Objectives:
1. Describe the structural frame
2. Apply the structural frame to your personal case situation

Complete the following making sure to support your ideas and cite from the textbook and other
course materials per APA guidelines. After the peer review, you have a chance to update this and
format for your Electronic Portfolio due in Module 6.

1) Briefly restate your situation from Module 1 and your role.

On Friday October 8th, an email thread was forwarded to the Vendor Management

Services inbox in which a recruiter was inquiring about a Statement of Work (SOW) for a

new employee. This email read as follows:

October 7, 2021 12:03 PM [Kendra Kilber*]:

Hi, I pushed through a new temp hire through background yesterday, Kisha Kilgorey, for

R2839 HR Specialist. Her tentative start date is Monday 10/18 and I have the SOW from

the Agency as well. Can you advise who I should send that to and if there is anything else

I need to do? Thank you, Kendra

Kendra received a response from a Dianna Zeenon*, a Senior Talent Acquisition

Specialist, that reads:

October 8, 2021 8:47 AM [Dianna Zeenon*]:

Kendra, All SOW’s must go through Legal. Send the SOW to:+Amy Landerin +Vendor

Management Services. Once Amy approves the language and format in the SOW, and

after the SOW is executed, the Agency can invoice. The SOW should be in Word format

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 so that she (Amy) can redline as needed. Vendor Management will direct for signatures

and execution. Hope that helps!

At this point, VMS had received Kendra’s first email in addition to this recent

reply from Dianna. My first step was to confirm with Kendra what recruiting agency had

been used. Kendra confirmed that this employee would be hired through Rodson Hulf*.

This was one of my vendors, so handling this request would be my responsibility. In

response to Kendra’s inquiry, I told her the following:

October 8, 2021 10:47 AM [Audra Scott]:

Hi Kendra, Okay, great. All VMS should need then is a fully executed copy of the SOW

when you receive it. Thank you, Audra Scott

With this response, a big mistake had just been made. At this point, all parties

receiving the email thread were Kendra, myself (through the VMS email account), and

Amy Landerin* who is a counsel member with the Legal Department. In the back of my

head, I knew it was a part of our process to have all SOWs sent to

Legal@westernalliancebank.com for review before execution, but I did not explicity state

this in my responses to Kendra because I saw Amy, our most commonly used Legal

counsel member on the email thread. So, I left as is and figured she would review on

Legal’s behalf. I strayed from the proper process.

From the beginning, it was technically Kendra’s responsibility to have the SOW

reviewed by Legal, signed by both parties for full execution, and sent back to VMS for

entering into the system. That is how the process goes. I waited about a week for her to

get back to me, and I did finally hear from her on October 14th. She clearly had been

working on it as she asked who the signer on the WAB side should be. I informed Kendra

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 that it would be William Brugs*, the Senior Vice President of Human Resources. The

next day, October 15th, Kendra sent back the SOW fully executed to the same thread of

people: myself and Amy Landerin*. Then, Amy sent the following which was her first

response in the thread thus far:

October 15, 2021 1:09 PM [Amy Landerin*]:

Hi Kendra and VMS – I’m a little confused as to why this SOW was never submitted to

the Legal Department for review prior to execution? Diana’s attached email explains the

process (though a slight tweak is that all contracts need to go to the Legal Department –

legaldepartment@westernalliancebank.com – and not to me directly). As VMS is aware

of the review process, VMS should also have stepped in to ensure that a Word version of

the SOW was provided to Legal. This SOW doesn’t align with the governing agreement

and contains conditions we do not accept as general policy, and adds terms in conflict

with the governing agreement, which, on a related note, isn’t even properly referenced in

this SOW, thereby leaving the parties wondering what exactly the prevailing terms really

are. Please reach out to me at your earliest convenience as I will need to note my file as

to why this departed from the usual Legal review process, thank you.

Both my managers were CC’d on this response as was Kendra’s manager as well

as William Brugs*. Kendra’s manager immediately responded explaining that she is new

and that is why the mistake was made. I knew I had also contributed to this mistake

because I did not mention or check if the SOW had been approved by Legal before it

was signed. I did not want to hide behind the fact that I was new, though, so I arranged a

phone call with both of my managers to explain and own up the situation.

Afterwards, my manager sent an email back in the thread that reads as follows:

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 October 15, 2021 2:56 PM [Sally Ronald*]:

On chatting with Audra who is the VMS analyst assigned, Kendra was requested to send

this to legal for review and should have only sent it on the Vendor once having received

Legal’s ok to do so or have redlines addressed if noted. The VMS analyst should have

confirmed via email that this was being done and followed the process we have for all

agreement reviews. I apologize that this was not done and the agreement was fully

executed without Legal or VMS review. Kendra, going forward please ensure that any

and all agreements are sent directly to vms@westernalliancebank.com and the VMS

analyst assigned will follow the VMS/Legal process (sending them to the legal group

email and not an individual). You will be copied on all communication regarding your

agreement, redlines etc. with Legal. Have a good weekend everyone.

Currently, this SOW presents risk to the bank which is the opposite of what VMS

aims to achieve. An amendment document will need to be drafted to correct this, but

nothing can take away the fact that steps were missed in this process. Sally acknowledged

this and made it clear to everybody exactly which steps were missed so we can keep it

from happening again.

*Fake name was used in place of this name

2) Describe how the structure of the organization influenced the situation.

The structure of Vendor Management is very concise and responsibilities are

clearly assigned. Vendor Management is responsible for vendor onboarding first and

foremost. Vendor Management, Risk, and the Legal Department work together during the

onboarding process. The Business Owner, which in this case was Kendra, must notify

Vendor Management prior to entering into a new vendor relationship/engagement, which

in this case was the SOW. Initially, Kendra did not know to do this, so she had sent her
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 inquiry to Dianna which Dianna then forwarded to VMS. Thanks to Dianna no steps had

been missed yet. VMS had eyes on the unexecuted SOW which was following

compliance. It is very normal for business owners to send vendor contract drafts to VMS

first and then VMS forwards them onto Legal while CCing the Business Owner for

visibility. All vendor contracts must be reviewed and/or discussed with the Legal

Department prior to execution. This is precisely, however, where the step was missed.

When it comes to contracts, the VMS Analyst, which was me in this case, reviews

the contract and facilitates the negotiation of edits between Legal, the Vendor, and the

Business Owner. If the situation had gone perfectly, Kendra, the Business Owner, would

have sent the contract the VMS inbox. Myself, the VMS Analyst, would have reviewed

and sent to the Legal Department for edits. Legal would have reviewed the contract and

sent to both VMS and Kendra with their suggested edits. Kendra would have then sent

the contract back to the vendor who would have made the suggested edits. It would be

sent back to Kendra, Kendra would have sent it to VMS, and VMS would send to Legal

for final review. Lastly, Legal would have produced a final “clean copy” of the contract

that would have been ready for signatures.

I cannot speak for Kendra, but I completely skipped over all of those steps

involving Legal. It was a true mistake, but one that put the bank at risk.

3) Recommend how you would use structure for an alternative course of action

regarding your case.

Something VMS has wanted for some time now is a more defined, official Legal

review process. Right now, Legal’s email response in which they’ve produced and

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 attached the the final “clean copy” is what we document as proof of legal review. There

is not really a formal process in place for what order Business Owners send contracts to

VMS and Legal. Sometime they go to VMS first and sometimes they go to Legal first.

These two departments, VMS and Legal, work very closely together throughout the

vendor process, so they are typically very thorough in ensuring both departments get eyes

on the rough draft, final draft, and fully executed copies. Sometimes, though, such as

with this, things slip through the cracks. One person makes a mistake and en entire due

diligence process is foregone putting the bank at risk. Had there been a more official

process from the get go, Legal would have been CC’d on the email thread from the

beginning.

To me, this process feels like a lot of people doing many different things to the

point of confusion. In this case, it was unclear who, if anybody, had sent the contract to

Legal for review. To combat this, I want to create a public document that outlines a

precise and formal procedure for both new vendor onboarding and contract

review/execution. This document would explain who obtains the contract, who it is sent

to first along with x, y, and z supporting documents, and who is responsible for sending it

to Legal. All of this should be outlined along a rough timeline in order to ensure proper

expectations and follow ups. Having this type of document in place would allow for

everybody to be on the same page regarding the formal structure of the

onboarding/contract review process. If we had this initially, the legal review would have

never been missed.

4) Reflect on what you would do or not do differently given what you have learned

about this frame.

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 Given what I know now about the structural frame, I would have changed some

things tracing all the way back to when I started this job in September. I did just recently

start this position in the beginning of September, and I was, in a way, thrown into it. I

filled in gaps on my own and was very self sufficient because of how busy the rest of my

team is. My manager does answer my questions any time I have them, and I will always

ask if I’m unsure about a particular process or procedure. In this case, though, that was

not the issue. I did not think I was missing any steps when I first responded to Kendra.

Since I started the job in September, I had done everything right; there had been no

mistake, erros, or issues on my end. My manager was so impressed with me and she often

commended me for my hard work and sulf sufficiency. In a way, I think I let this get to

my head because I started to think I knew the structure of this organization like

clockwork after just a month of being there which, clearly, was not the case.

What I needed to do was take the time to read through all of our procedural

documents. Everything about our structure, contract review, for example, is clearly and

explicitly laid out in our procedural “how to” documents. Had I really taken the time to

read these before I threw myself into the thick of it, I would not have missed the legal

review step. I do not want to run into any gaps of knowledge again in the future regarding

the structure of my own organization, so rereading the procedural documents is

something I’ve started doing since this incident occurred. In fact, I’ve found things in

these documents that I did not know prior and wholeheartedly thought I did before

reading. I know the information I gained from reading the procedural documents in going

to save me from another mistake like this one.

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 Reference or References