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Contracts

Columbus State Community College Contracts

Definition
A contract is an agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law. A contract can come in many forms, such as a memorandum of understanding, personal service agreement, licensing agreement, affiliation agreement, revenue generating agreement, purchasing agreement, grant agreement, and sponsorship agreement. If uncertain if a document is a contract, discuss the issue with your cabinet member or administrator.

Legal Review
Legal review is not required if the most recent approved CSCC Contract Template is used. As these templates have already been reviewed and approved by the College's legal Counsel, it is in the College's best interest to use the College's templates, for both legal compliance and expediency of the contract routing process. Additionally, all contracts must use the Contract Routing and Approval Form. This helps to both accelerate workflow and guide users through the proper routing process. Both the Contract Routing and Approval Form and the Contract Templates can be found in the Legal Office section at: http://intranet.cscc.edu/forms.htm.

All non-College contracts must be reviewed and approved for compliance with Ohio law by the College's legal counsel. Requests for legal review must also be accompanied by the Contract Routing and Approval Form. Contracts are reviewed by legal counsel for policy and legal ramifications and recommendations will be made accordingly to protect the College's interests. It is best to contact the College's legal counsel at the beginning of the contract negotiation process. (Submit a Request Here) Departments/Divisions must be prepared to make decisions on the business terms of the contract, as well as monitor compliance with the contract throughout its term.

Basic Contract Requirements

1. Authorization
All College contracts must be in writing and signed by both parties. Any signature representing Columbus State must be obtained from the appropriate individuals with signature authority for the contract, preferably after the other party has reviewed/signed the contract.

All contracts will require two Columbus State signatures: The administrator responsible for the contract and his/her supervisor. Individuals authorized to sign contracts are the President, Cabinet members, and direct reports to Cabinet members who are administrators. See Purchasing Authorizations and Signature Approval Protocol memo. Any contract that exceeds $50,000 must be signed by a Cabinet member (or their designee) and the President.

Any individuals acting on behalf of the College who engage in a contract without authorization can be held personally liable for the terms and conditions of the contract. See Policy No. 9-03, and Procedure 9-03(H).

Contracts that do not result in an expenditure of College funds or otherwise bind the College financially but create other legal obligations, such as clinical affiliations and other partnerships, must be signed by a Cabinet member (or their designee). See Signature Protocol memo.

2. Contracting Parties
The contracting party for all College contracts is "Columbus State Community College." If the other party is a corporation, organization or other legal entity, the contract should include its correct, full legal name and address.

3. Other Basic Terms and Conditions
All contracts should clearly state the following information:
a. The name of the parties;
b. The term of the agreement (i.e. the start date and the end date) and, if applicable, procedure for termination;
c. The terms of payment (including amount, timing and to whom payment is made);
d. The contract is governed by the laws of the State of Ohio; and
e. Signature lines for the appropriate parties.

Prohibited or Problematic Provisions
The following contract provisions are either prohibited by applicable law or problematic.

1. Indemnification/Hold Harmless:
In general, the College as an instrumentality of the State of Ohio cannot indemnify or "hold harmless" the other party in a contract. During negotiations, every effort should be made by the Department to remove these provisions from the contract. If you are unable to remove these provisions, please note this on the Contract Routing and Approval Form.

2. Choice of Law/Governing Law/Jurisdiction/Venue/Arbitration:
Any provision that calls for the College to submit to any jurisdiction other than the Ohio Court of Claims must be deleted. Also, Ohio law must govern all contracts. Similarly, agreements to waive jury trial or submit to arbitration for resolving disputes are prohibited. If you are unable to exclude or modify these provisions, please note this on the Contract Routing and Approval Form.

3. Confidentiality:
As an instrumentality of the State of Ohio, the College is subject to Ohio Public Records laws. A public records act notification provision should be added into all College contracts.

A contract cannot require the college to unconditionally promise to keep records/information confidential. There are some limited exceptions to this rule, and after legal analysis alternative/compromise language may be crafted.

4. Liability/Insurance:
Ohio law provides limitations on damages for wrongful death or injury to persons or property for state universities. A College contract should include a provision referencing the limitations.

Contract provisions that require the College to maintain certain types or amounts of insurance may be in conflict with the College's coverage. Contact legal counsel/Business and Campus Services for assistance with these clauses.

5. Biennium/Sufficient Funds/Treasurer's Certification:
The College is prohibited from agreeing to pay specific sums of money beyond the current biennium (2 year fiscal period) without revenue or appropriations. The term of a College's contract should be limited to the state fiscal biennium (July 1 of each odd year and ends on June 30 of the next odd year) though the contract may provide for renewal at the discretion of the College.

All contracts must be encumbered and have a treasurer's certification of funds.

6. Other Recommended Provisions:
a. Findings for Recovery – Contractor must warrant that they are not subject to an "unresolved" finding for recovery issued by the Auditor of State when public property has been misspent or misappropriated.
b. Non-discrimination Clause – The Contractor must agree to not discriminate by reason of race, creed, color, religion, sex, sexual orientation, age, genetic information, disability, military status, national origin, or ancestry against any citizen of this state in the employment of any person qualified to perform the work.
c. Ethics Law – The Contractor must agree to comply with the ethics and conflict of interest requirements of law and Board of Trustees policy.
d. Ohio's Drug Free Workplace Policy (contractors working on state property) - The Contractor must agree to comply with all applicable federal, state and local laws regarding smoke-free and drug-free work places.

Resources
Columbus State Purchasing, Policy 9-03
Columbus State Purchasing Procedures, Procedure 9-03(H)
Doing Business with Columbus State
Columbus State Grants Office
Essential Contract Terms for State Entities under Ohio Law

Forms for Columbus State Employees
Columbus State Purchasing Authorizations and Signature Approval Protocol Memo
Columbus State Intranet Forms Page
Columbus State Contract Routing and Approval Form

Contract Templates
Columbus State Vendor Contract Template
Columbus State Personal Service Agreement Template
Columbus State Clinical Affiliation Agreement Template