Initiating & Negotiating a Contract

  • Initiating a Contract: College employees should enter into a contract only if it is within the scope of their job responsibilities. 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, or trademark
      • Mediation or arbitration
      • Governing law/venue in a state other than Ohio
  • Personal Responsibility: 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. 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 and “The College of Wooster.” Signing a price quote, even without additional supporting materials, constitutes a contract and is legally binding.
  • Contract Details: Every contract should 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 might be considered:
    • Applicable College policies
    • Payment Terms
    • Timeliness for signing and returning the contract
    • Criteria for acceptable standards of 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 a Contract Advocate for review.
  • Performer Requests: Performers commonly request additional compensation for travel, meals, and lodging. Before agreeing to support any additional expenses, parameters should be established. Consult the Business Office at extension 2321 for policies on the number of daily meals for which the College will pay and a maximum dollar amount. Please review the College’s policies on travel prior to making arrangements for lodging and transportation. When the performer’s requests are unacceptable, be prepared to propose acceptable alternatives.
  • Additional Costs: Budgeting for additional costs depends on the event but may include such things as air and ground transportation, lodging and meals for speakers or performers, publicity, special equipment/security/electrical/ lighting needs, floral arrangements, skirted tables for panel discussions, mass mailing costs, film rental, royalties, photocopying, and telephone use for events.
  • Inadequate Contracts: There are elements that should be included in every contract. At a minimum, every contract should include who is entering into the agreement, what good or service will be provided, where and when such exchange will take place, and the cost. A number of other elements may be present in a contract; several of these are identified above. If questions remain, please contact the Procurement Agent.
  • Contract for Service, Lecture or Performance: The College has a standard contract that may be used when engaging a service, lecturer or performer. Questions regarding the applicability of the various components of the contract to a specific event may be directed to the Procurement Agent.
  • Things to Avoid: Never agree to indemnification of other parties, change of 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 the Vice President for Finance and Business or the Procurement Agent. 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.
  • Requests for Proposal (RFP): Requests for Proposal are used by the College to bid competitively a product or service of a significant cost or one that will affect critical operations for a period of time. The RFP process takes more time than purchasing an item outright but typically will result in a higher quality product or more extended service for a lower cost.
    • General Purchases: In purchasing products or services, employees are expected to make an effort to find the best value for necessary items. Contact the Office of Procurement and Contracts for assistance with most purchases and will also be able to provide information about the College’s membership in several buying consortia which yield product discounts.
    • Use of RFP: Requests for Proposal are dependent upon the scope of work and competition in the marketplace. Typically, large-dollar projects and projects that affect “mission critical” operations for an extended period of time (e.g. more than three years) are purchased through the RFP process.
  • Negotiation Differences: Should negotiation differences occur, please contact the Procurement Agent at extension 2367 for assistance in mediating a solution. If there are specific terms of the contract in dispute, please provide the Procurement Agent a copy of the contract for review.
  • Vendor Selection: The College’s Manager of Procurement has access to product and pricing information for a number of vendors as well as details about the College’s membership in several buying consortia. Please contact the Manager of Procurement at extension 2336 for more information.
  • Maintenance/Extended Warranties: For computer equipment, maintenance contracts are negotiated at the time of purchase. Extended contracts (usually three years) are discounted more at this time. For “mission critical” equipment, contracts typically are upgraded from “same day” response to “4-hour response.” Individual equipment purchases are made by administrative purchasing managers. Major equipment purchases are made by the Vice President for Finance and Business. Maintenance agreements and extended warranties must be approved by the appropriate Vice President.