Centre College Contracting Policy

PURPOSE: This policy is intended to help the College’s contract managers identify potentially problematic issues raised by the contracts entered into to further the College’s business. While the decentralized negotiating and signing of contracts offer a high level of efficiency in College business affairs, all contract managers should adhere to certain College standards of practice and should be alert to provisions in contracts that pose an unreasonably high level of risk to the College and its employees or students. This policy also helps contract managers identify situations where they need to consult the College’s legal counsel prior to entering into a contract.

CONTRACTING AUTHORITY: The Board of Trustees of the College has assigned to the President all the authority, with a few exceptions, to enter into contracts on behalf of the College. The President, in turn, has delegated to various officers and administrators around campus the authority to contract on behalf of the College within their spheres of business. Some delegations are in writing, while others are by nature of the job function performed. Anyone considering a contract on behalf of Centre must determine, prior to entering into the contract, whether he or she has the proper authority.

REVIEW OF THE CONTRACT: The contract manager should read through the entire contract and all attachments very carefully to understand exactly what is being offered as an agreement. The manager should be sure that:

• the contract fully and accurately describes the relationship, product, or service desired by the College;
• the employee most knowledgeable about the subject matter of the contract has, at a minimum, reviewed the contract;
• all attachments, appendices, charts, and schedules that are incorporated into the contract or that should be attached are indeed attached and satisfactory;
• he or she understands all the terminology used and how it applies to the contract;
• he or she understands how the contract can be terminated, by whom, under what circumstances, and with what result;
• he or she understands how any disputes arising under the contract will be resolved; and
• all deadlines and schedules for payments, renewals, etc., will be tracked and observed by the appropriate College person.

CONTRACTS THAT REQUIRE REVIEW BY THE COLLEGE COUNSEL: While legal review might be advisable for many reasons, any contract where any of the following terms or provisions are present must be reviewed by the College Counsel prior to signature:

• a dollar value of over $25,000;
• a term of performance for longer than one year;
• anything involving real estate (sale, purchase, or encumbrance);
• requirement for the College to indemnify/hold harmless anyone else;
• requirement for the College to purchase insurance or post a bond for anyone else;
• exclusive rights for someone else or non-compete provisions;
• provisions giving rights to any labor or trade unions;
• permission for the other party to assign its rights and obligations to another party without the College’s prior approval;
• anything imposing HIPAA obligations upon the College;

or where the contract DOES NOT contain

• a clear and fixed price term;
• a provision requiring all amendments to be in writing; or
• key terms that were presented orally or in other materials outside the contract.

TIMETABLE FOR REVIEW: No contract should be signed and returned to the other party before all its terms are fully reviewed and understood. College contract managers should inform outside contractors that all contracts must be carefully reviewed prior to signature and that all pertinent attachments, appendices, charts, and schedules must accompany the review draft.

Approved by Senior Staff, August 25, 2004.