Columbia College (the “College”) enters into numerous contracts with various third parties in connection with the College’s operations. It is the goal of the College to enter into contracts that provide high quality and valuable services, goods and partnerships consistent with the College’s mission, vision and values. The College is committed to conducting its operations in an ethical and fair manner, while being responsible financial stewards of College assets and ensuring compliance with regulatory and legal obligations and requirements.
To help manage and limit potential liability and risk associated with entering into contracts, this policy sets forth guidelines, expectations and requirements for College employees and agents when reviewing, negotiating and entering into contracts with third parties. This policy also explains contracting authority at the College, contract retention requirements and includes, by reference, a contract review checklist to use when reviewing and negotiating contracts on behalf of the College.
This policy applies to all contracts entered into on behalf of the College.
As an initial matter, a contract is defined, for the purposes of this policy, as an agreement between two or more parties, one of which is the College or any of its subunits, intended to have binding legal effect. This requires a common understanding among the parties as to the essential terms, mutual obligations, and legal consideration – meaning that something of value is exchanged.
The title of the specific document is not important or determinate. “Contract” is a general term that can include, but is not limited to:
- purchase and/or rental agreements for goods and services;
- memoranda/letters of understanding or cooperation;
- agreements that set terms for acceptance of gifts;
- a sale, lease, or donation of College goods or services;
- liability waivers;
- settlement agreements;
- affiliation agreements;
- nondisclosure agreements;
- instructional agreements;
- assignment of the right of a person, group, or agency to use the College's name, logo or resources;
- construction contracts and related change orders;
- grants, sponsored programs, proposals and awards; and
- agreements - whether written or verbal - intended to have a binding effect.
This is a non-exhaustive list of examples.
Before entering into any contract on behalf of the College, you must ensure that you are authorized to do so. All employees are expected to comply with the provisions of this policy and all contracts should be reduced to writing.
The College’s Board of Trustees adopted Bylaws that govern contracts to be entered into by or on behalf of the College. In addition to the Bylaws, this policy governs who has authority to contractually bind the College. The levels of authority set forth below should also be read in concert with the requirements of the College’s Purchasing Policy.
The following College employees are authorized to enter into contracts on the College’s behalf that appear in the College’s annual budget that is approved by the Board of Trustees and that comply with the College’s contracting policies as set forth herein:
- College President
- Administrative Council members
- Director level employees
- Academic Deans
- Department Chairs
Under no circumstances shall any of the above individuals with approval authority delegate their authority to another employee without prior written approval from the College’s President.
- Unbudgeted contracts that are for a dollar amount of ten thousand dollars ($10,000.00) or less may be negotiated by employees so long as the contract is approved in advance by the Administrative Council member who is ultimately responsible for the contract and for executing the contact. The contract must also comply with the College's contracting policies as set forth herein.
- Unbudgeted contracts that are for a dollar amount in excess of ten thousand dollars ($10,000.00) may be negotiated and executed by employees provided that the designated employee receives prior approval from the College President and complies with the College's contracting policies as set forth herein.
- The College President shall have the authority to enter into and/or authorize unrelated and unbudgeted contracts, that comply with the College's contracting policies as set forth herein in an amount not to exceed one hundred thousand dollars ($100,000.00), provided that such unrelated and unbudgeted contracts do not exceed five hundred thousand dollars ($500,000.00) in the aggregate in any given fiscal year.
- College employees, other than the President, Administrative Council members, Director level employees, Academic Deans and Department Chairs who are not authorized in writing by the President as having contract authority on behalf of the College, shall not enter into contracts on behalf of the College.
Bundling Contract Requirements
As much as is practical, the President will ensure – through the Purchasing Department – that similar contacting requirements will be bundled into a single contract in order to purchase the aggregate volume of particular goods and services required annually through a single contract and, thus, reduce the College’s costs for those items.
Indefinite Delivery, Indefinite Quantity (IDIQ) contracts may also be used to achieve this bundling goal, whereby the College agrees to purchase an annual minimum amount of a vendor’s product at an agreed upon price per item and the vendor agrees to a price per volume ordered above the annual minimum. Thereafter, authorized College employees may deliver task orders against IDIQ contracts to the vendors as requirements are needed by the College. IDIQ contracts may be negotiated and entered into for a base year and specify that an agreed upon number of option years may be exercised by the College, at the discretion of the College.
Contract Review Checklist
The College utilizes a contract review checklist to help ensure the College is taking reasonable steps and efforts to limit potential liability and risk and that the College is not entering into a contract with unfavorable terms or terms that are contrary to the best interests of the College.
All contracts are required to go through the contract review checklist process prior to being executed, unless an exception is made in advance. The contract and the checklist must be electronically submitted via email to the Office of the General Counsel for review at least one week prior to the date the College department or individual requires a response from the General Counsel. All contracts are expected to be reviewed in advance and prior to being signed by the Office of the General Counsel. Please see the contract review checklist for additional details and information available here: Contract Review Checklist 031918.
The College must maintain complete copies of all executed contracts. The original fully executed contract shall be stored by the College department responsible for the contract. A copy of the fully executed contract shall also be emailed to the Office of the General Counsel at email@example.com as soon as it is received by the responsible department.
The College will ensure that employees are trained on the standards and expectations contained in this policy as part of the new hire process and at least annually thereafter.
In the event an employee exceeds the scope of their authority or otherwise commits the College absent express written authority, the following may occur: the employee’s supervisor will be informed; retraining of the employee; legal action may be initiated to hold the employee financially liable for the contract cost incurred by the College; and disciplinary action may be taken against the employee including, for example, termination of employment, depending on the nature and circumstances of each situation.
From time-to-time and for reasons outside of the control of the College, the College may be required to make exceptions and to deviate from the process set forth herein. If you believe you may require an exception to this policy, please contact the Office of the General Counsel in advance.
Please contact the Office of the General Counsel if you have questions about this policy or your ability to contract on behalf of the College.