Contracts Policy
Contracts and Agreements
Under the governing documents of the College, only the President and the Vice President Business Affairs & Treasurer, or their designees, may sign a contract or agreement binding the College. Since there are only a few designees and they have limited authority, the general rule is that all contracts need to be signed by the Vice President Business Affairs & Treasurer. This includes contracts and agreements for goods and services to be provided by the College as well as for goods and services to be provided to the College. Unauthorized College officials or staff should not sign any contract, agreement, license, purchase order, memorandum of understanding, lease, or any other potentially binding document for the College. Failure to comply with this limitation may result in personal liability under the contract as well as adverse internal personnel actions. Any doubts about specific situations can be resolved by a call to the Office of the General Counsel.
In a limited number of instances the authority to sign a contract or agreement that binds the College may be delegated to an official of the College by either the President or the Vice President Business Affairs & Treasurer. Such authorization will be documented by a Signature Authority Delegation Form (Exhibit A). The Signature Authority Delegation Form will be reviewed by the General Counsel and forwarded to the Secretary of the College. All delegations shall be to a position within the College and not to the individual holding the position at the time of the delegation. When there is a turnover in the position, the new office holder has the authority of the previous incumbent. Persons in an acting or interim position also have the general signature authority of that position.
As a general matter, there are three ways for contracts to be processed in the College. An initial determination of the kind of contract involved will determine how to proceed.
1. GOODS AND SERVICES: College Purchasing will process procurement requests including orders for goods and services, blanket purchase orders, procurement of office supplies, furniture and fixtures, office and operating equipment, computer hardware, software and computer supplies, and equipment maintenance contracts. Departments may work directly with College Purchasing on these arrangements. To the extent legal or risk management review is required, this will be coordinated by College Purchasing.
2. SPONSORED RESEARCH: Where a sponsored project is involved, the Director of Grants and Corporate and Foundation Giving should be contacted. Sponsored projects include research projects funded by governmental units, research funded by third parties in which the College is required to generate a product of some sort.
3. OTHER CONTRACTS AND AGREEMENTS: Ordinarily all other contracts and agreements will typically need legal review to make sure they do what they are intended to without creating unnecessary burdens on the College; they need budgetary review to make sure their obligations are planned for financially; they need to be vetted for conflicts of interest; they should be reviewed for programmatic conflicts with other departments in the College. Notwithstanding the foregoing, however, the use of standardized contracts prepared by the Office of the General Counsel do not need legal review unless modifications to the agreement are proposed.
The steps set forth below should be followed to minimize any delay in obtaining proper review and approval of contracts:
Step One: Department Approval. The first step toward approval of a contract is written approval (by cover memo) from the head of the department from which the agreement originates. Note that if the resources of more than one department are implicated by the arrangement in any way, written approval from all the departments involved must also be provided.
Step Two: Collateral Review. The following College departments will be required to sign off on a contractual relationship in the following situations.
Office of the Vice President for Academic Affairs and Dean of the College: If the contract, other than an employment contract, is in any way related to the academic programs or academic matters of the College.
Controller's Office: If the contract requires the College to issue a check in under 30 days or to accept credit, the Controller's Office must give its approval.
Budget Office: Budget Office must sign off on the contract if any modification of the departmental budget will be required.
Risk Management: If the contract involves special risk management issues or the College is required to provide proof of insurance, Risk Management will need to give its approval.
Step Three: General Counsel Review. The contract, the departmental approval(s) and any collateral review comments must then be submitted to the Office of the General Counsel for its review.
Step Four: Vice President Business Affairs & Treasurer Approval. Once reviewed by the Office of the General Counsel, the contract will be forwarded to the Vice President Business Affairs & Treasurer for final approval and signature.
If there are any questions about this process, please do not hesitate to contact the Office of the General Counsel.
Employment Agreements
The President of the College has the exclusive authority to sign all employment contracts for all officials of the College who report to the President. All other employment contracts may be signed by the President or the Vice President Business Affairs & Treasurer or their authorized designees.
Student Organizations
Only registered student organizations may request the College to contract on their behalf in the name of the College. Individual students and unregistered student groups have no authority to request that the College assume a legal obligation. Contracts signed by individual students or in the name of student groups, whether registered or not registered, will not be honored by the College and any financial commitments made will be those of the individual student or students involved. The Office of Student Programs and Involvement has established policies and procedures to comply with the College's contracting requirements. They also have available standard form agreements which can be used in connection with events that student organizations may want to organize. Student organizations should contact Office of Student Programs and Involvement if they want to enter into a contract. Note that failure to follow the policies and procedures established by the College with respect to contracting by student organizations constitutes a violation of the College's Community Standards and may result in a student judicial action against the individual or group found to have violated such policy or procedure.