The College enters into many contracts each year. These contracts cover a wide variety of topics including the construction of buildings, the purchase goods and services needed to operate the College, the license of software, and the creation of affiliation and articulation contracts. In general, all contracts must be reviewed and approved by the Office of Legal Services. It is best to contact the Office of Legal Services at the beginning of the contract negotiation process. Departments/Programs must be prepared to make decisions as to the business terms of a contract, as well as retain responsibility for monitoring compliance with the contract throughout its term. Employees of the College are subject to various statutory prohibitions related to contracts including prohibitions against selling goods or services to the College, having an unlawful interest in a public contract, and soliciting or receiving improper consideration in the performance of the employee’s duties (e.g., receiving payment from an outside vendor). There may be serious consequences for violating these laws, including criminal charges. For more information please refer to Ohio’s Ethics laws and the College’s Policies and Procedures.
SIGNATURE AUTHORITY ON CONTRACTS
Contracts may only be signed by those College officials who have received delegated signature authority from the College’s Board of Trustees. Failure to ensure that the appropriate signature authority is obtained may result in personal liability for the employees involved in the transaction. If you have any questions regarding the appropriate signer for a contract, please contact the Office of Legal Services.
The College has well established procedures for many routine contracting matters. If you have questions concerning these matters, please refer to the following links:
For construction contract questions please contact Capital & Construction;
For purchasing questions please contact please contact Supplier Managed Services.
BASIC CONTRACT REQUIREMENTS
A. Signatures: All College contracts must be in writing and signed by both parties. The College signature must be obtained from the appropriate individual with signature authority for the contract.
B. Contracting Parties: The contracting party for all College contracts is “Cuyahoga Community College District” regardless of campus or department. If the other party is a corporation, organization or other legal entity, the contract should include its correct, full legal name and address.
C. Other Basic Terms and Conditions:
All contracts should clearly state the following information:
• The names of the parties to the contract;
• The dates or term, including any renewal provisions, of the contracts;
• The responsibilities and obligations of each of the parties;
• The responsibilities for costs and expenses involved in the contract;
• The terms (who, when, and how) of payment, if any; and
• The procedure for termination of the contract if such would be necessary (e.g., 90 days notice or for defined cause).
PROBIHIBITED OR PROBLEMATIC PROVISIONS
The following contract provisions are either prohibited by applicable law or are problematic.
A. Indemnification/Hold Harmless: The College, as a political subdivision of the State of Ohio, cannot indemnify or “hold harmless” another party in a contract.
B. Choice of Law/Governing Law/Jurisdiction/Venue: All contracts should be governed by Ohio law. Any provision that calls for the College to submit to any jurisdiction other than Ohio should be deleted.
C. Confidentiality: As a political subdivision of the State of Ohio, the College is subject to Ohio Public Records laws. As such, any provision that requires the terms of the contract, or specific information obtained during the term of the contract, to be kept confidential must be removed or modified. There are limited exceptions to this rule that may, on a case by case basis, be approved by the Office of Legal Services.
D. Insurance: Contract provisions which require the College to maintain certain types or amounts of insurance may be in conflict with the College’s coverage. The Business Continuity office will need to be consulted on these types of clauses.