Contracts Policy

A contract is a legally binding agreement between two (2) or more parties, one of which must be the College or any of its subunits, intended to have legally binding effect. It may take the form of a purchase order, expenditure authorization, letter of agreement, correspondence on College letterhead or e-mail, or a written document prepared by either the College or the other party. Oral agreements are not permitted and will not be recognized or honored by the College.

The following ethics should be adhered to when entering into a contract: to give first consideration to the objectives of the College, to strive to obtain the best value, to maintain a relationship that is above reproach with each vendor, and to adhere to the College’s nondiscrimination policies.

A. General

  1. Contracts are required regardless of the amount for the procurement of services or deliverable goods and equipment (accompanied by a vendor agreement) when it is prudent to detail specific negotiated terms and conditions.
  2. The amount of a contract, specific to the current fiscal year, must be encumbered prior to entering in a contract.
  3. Oral agreements are not permitted and will not be recognized or honored by the College.
  4. All agreements with computer, computer-related equipment, software, telecommunications, internet, or single sign-on (SSO) requirements must be approved by an authorized representative from the Information Technology (I.T.) department. Further, any contract requesting use of or access to College data must be submitted to I.T for vendor completion of HECVAT and VPAT forms for assessment of data security and accessibility before the contract can be signed.
  5. All College contracts or vendor agreements requiring signature authorization must:
    • Be made in writing.
    • Be reviewed by the Office of Vice President for Finance and Business prior to execution.
    • Bear an authorized signature(s). Officers of the College or their authorized designee may execute contracts.
  6. The additional signature of the Vice President for Finance and Business is required for a contract under the following conditions:
    • If the cost of the good or service has not been calculated in the department’s pre-approved budget plan, regardless of the amount involved.
    • If the cost of the good or service is $10,000.00 or greater.
    • If payment for the good or service spans more than a single fiscal year (July 1-June 30).
    • If the contract contains any of the following provisions:
      • Indemnification
      • Confidentiality
      • Additionally insured
      • Patent, copyright, trademark, or licensing
      • Mediation or arbitration
      • Governing law/venue in a state other than Ohio
  7. College employees should enter into a contract only if it is within the scope of their job responsibilities. The College is responsible and liable for any contract issued in its name, regardless of whether the individual who signed has the authority to do so on behalf of the institution. Signing a price quote, even without additional supporting materials constitutes a contract and is legally binding.
  8. Before signing a contract, the department chair or supervisor must be notified in order for funds to be encumbered for the expenditure and so the provisions of the contract may be reviewed as appropriate. Any signature on a contract should be followed by the employee’s job title, date, and The College of Wooster.
  9. Generally, review of contracts take between five and ten business days.
  10. Students should not enter into a contract.

B. Contract Details

  1. The College unit that is recommending that the College enter a contract is responsible for determining the following:
    • Contract language accurately reflects the current state of negotiations.
    • Contract meets programmatic and College mission requirements.
    • Contract is in the best interest of the College and represents the best deal regarding price, quality, delivery or efficacy of goods, services, and equipment.
    • Contract is sufficiently clear and consistent.
    • Compliance with the obligations it places on the College can be assured.
    • Sufficient funds are available from one or more General Ledger accounts identified prior to contract signatures.

C. Contract Elements

  1. Every contract must include basic details such as who is entering into the agreement, what good or service will be provided, where and when such exchange will take place, and the cost. Depending on the nature and scope of the contract, the following areas should be considered:
    • Compliance with College policies.
    • Payment Terms.
    • Timeliness for signature(s) and returning the contract.
    • Criteria for acceptable standards of professional performance.
    • “Rider” provisions presented by a performer or by the College
    • Copyright permission for public performances.
    • Any “standard contract elements” including: governing law, confidentiality, term/renewal, force majeure, indemnification, assignment, conduct of personnel, use of College facilities beyond that which is necessary to perform services under the contract, standard performance, use of trademark, or four corners. If any of these elements are included in the contract, please contact the Office of Procurement and Contracts for review.
    • Never agree to indemnification of other parties, change of State of Ohio governing law or venue, acceptance by default [unless notice is made], additionally insured, waiver of warranties [expressed or implied], consequential damages, responsibility for negligence, or other vague penalties and limitations without prior consultation with the Office of Procurement and Contracts. The most important points to achieve in any agreement are a clearly defined purpose of the agreement between the parties, the deliverables under the agreement, the objective terms of evaluating performance, and the terms of payment.

D. Closing a College Contract

  1. Divisions/Departments are required to verify that the parties (College and vendor) have fulfilled their contractual obligations and there are not responsibilities remaining.
  2. A contact is completed when the following has occurred:
    • All goods, services, and equipment have been received and accepted.
    • All reports have been delivered and accepted.
    • All administrative actions have been accomplished.  All College furnished equipment and materials has been returned.
    • Final payment has been made.

E. Contract Amendment or Change Order

  1. Amendments or changes to an approved contract are executed only by the Office of Procurement and Contracts.
  2. Ordering departments shall not formally contact a vendor and authorize changes of a contract without having obtained prior authorization from the Office of Procurement and Contracts.
  3. Any contract amendment must be agreed to in writing by all authorized parties prior to the amendment or change taking place.

The College has a standard contract for service that may be used when engaging a lecturer, performer, or independent contractor.

If assistance is needed with this process, consult the Office of Procurement and Contracts. The contract process should not be burdensome for the department. This policy is meant to result in increased efficiency and cost savings while expediting a successful outcome to the procurement process.

Approved 06/01/09

Revised 01/2024