Contract Guidelines at SSU
These guidelines provide a standard reference guide for contracting goods and services on behalf of the University. Each employee participating in university contracting should become familiar with these guidelines and with the University's signature and purchasing policies and procedures. It is essential that standard contract management practices be established and efficient business procedures be maintained within the University and in cooperation with businesses, governmental and private agencies, and affiliations.
Oral agreements are not permitted by state law. You may discuss the terms with a contractor, but work may not begin until the contract document is signed.
The person signing the contract on behalf of the University is guaranteeing payment. Before you submit a contract to firstname.lastname@example.org for review, the person with signature authority over that budget account must ensure that funds are available for the contract obligation.
When do I need a contract?
A contract is necessary any time services are performed on campus by individuals or businesses. Examples would be the Independent Contractor (IC) Agreements found on this page, for external individuals (non-SSU employees) providing services, such as speaking, consulting, photography, or performing (musicians, comedians, actors) on campus.
Contracts are also necessary for construction/renovation projects, lease agreements for property or equipment, computer hardware and software agreements, agreements to purchase goods or services, maintenance agreements, travel-related agreements, and clinical affiliations.
A contract is prepared in addition to a purchase order when the regular terms and conditions that govern the purchase order are not sufficient to cover all of the obligations of the agreement. You may contact Procurement Services at 740.351.3314 for a copy of the purchase order terms and conditions.
What is a contract?
A contract is an agreement between the University and another party that creates an obligation to do, or to refrain from doing, a particular thing in exchange for something of value or that incurs a financial commitment of university funds. The contract clearly spells out the terms of the agreement, without ambiguity, and is signed by representatives of both parties that have the proper authority to enter into the agreement.
Examples of Common University Contracts
- Agreements to buy goods or obtain professional services
- Some quotes*
- Maintenance or service agreements
- Software license agreements
- Memoranda of Understanding
- Consulting agreements
- Speaker agreements
- Entertainment agreements
- Clinical affiliations
- International program agreements
*Hint: On pre-printed quotes, watch for the words “terms and conditions” and references to other documents.
How do I know which contract to use?
There are standard contracts and non-standard contracts. Standard contracts are prepared using a template approved by General Counsel, such as the Independent Contractor Agreements found on this page. Using these forms will expedite the contract review process, although they must still be submitted to email@example.com for appropriate intake and abbreviated review.
As with other agreements, only employees with proper authorization (PDF) may sign contracts.
Non-standard agreements may be agreements created for a specific purpose or agreements created on contractor forms.
Who is authorized to “sponsor” an agreement?
Typically, those with signature authority over the budget are required to “sponsor” the agreement. Other staff members may be influential in defining and clarifying the agreement, but the individual with budget authority is responsible for making sure the agreement is submitted to firstname.lastname@example.org for review and for administering the agreement after execution.
Who signs which contracts at Shawnee State?
One of the most important things to know about contract signing at the University is that authority to sign requisitions is not the same as authority to sign contracts.
All contracts should be submitted, unsigned, to email@example.com, for review. Appropriate signature authority will be determined during the Contract Review Process.
According to Policy and Procedure 5.27, the Board of Trustees has delegated its authority to enter into contracts and agreements to the President of the University and authorizes the President to sub-delegate authority as appropriate. The Vice President for Finance and Administration has oversight and authority for contracts that bind the University financially. Sub-delegations are noted in Procedure 5.27:1 (PDF).
It is important to note that no SSU employee may sign a contract or make promises to a vendor, consultant, or other third party that could bind the University without the authority to do so. Anyone who signs or enters into a contract without appropriate authorization is subject to discipline and may be held personally responsible for the contract.
I have a contract. Now, what should I do?
After the review process is complete and the contract has been signed by both parties, Contracts Services will maintain the original signed agreement and a copy will be sent to the originating department and to the other party. The department’s copy may be used to create a requisition in BearTrax (attach the signed agreement as an external attachment) or the obligation may be paid via the University’s procurement card.
How do I initiate an amendment to the agreement?
All amendments must be in writing, and they flow through the same review process mentioned above. Begin by submitting the amendment and a Contract Intake Form to firstname.lastname@example.org. Refer to the Contract Review Process for more information.
Contract terms — standard contract review
All contracts must be in writing and signed by both parties, after review. The other party must be clearly identified.
All contracts must include the following basic information:
- Contracting Parties — Note that Shawnee State University is always the contracting party, even if the contract is for a specific department or division. A parenthetical may follow to shorten or abbreviate the name, such as (SSU) or (University). A reference to the particular department or division that is accountable may be included in the body of the contract.
- Full or legal name of the parties
- Effective date, term, and renewal — Avoid automatic renewals, if possible.
- Responsibilities and obligations of each party
- Terms of payment — Include amount, due date(s), and to whom payment should be made.
- Termination procedure — Identify action(s) or inaction(s) that constitute a material breach and what, if any, action(s) may be taken to cure the breach.
- Notices — Identify a name and address to which official notices should be sent, for both parties.
Common prohibited or restricted terms
As a public institution, in the state of Ohio, Shawnee State University is prohibited from agreeing to certain contract terms. Alerting suppliers to the following prohibited or problematic terms, at the outset, may help speed up the contract review/negotiation process.
- Indemnification – State institutions are prohibited from entering into open-ended indemnification and hold harmless provisions, pursuant to Ohio Attorney General Opinion 96-060 (see http://www.ag.state.oh.us/legal/opinions/1996/96-060.htm) and other earlier A.G. opinions. Alternative language may be used that makes each party responsible for its own negligent acts or omissions.
- Choice of Law/Venue – The Ohio Court of Claims has exclusive jurisdiction for money claims against entities of the State of Ohio, pursuant to Ohio Revised Code §2743.02. Shawnee State University does not have authority to waive that jurisdiction. The only acceptable alternative is to leave this term silent.
- Arbitration – The Ohio Attorney General’s Office and the Court of Claims must consent to the resolution of claims against the State. Therefore binding arbitration is prohibited. Non-binding mediation is an acceptable alternative.
Confidentiality may also be a concern in a state contract. State institutions are subject to the Ohio Public Records Act, O.R.C. §149.43 et seq., which broadly defines a “public record” and narrowly construes any exception. Therefore, state institutions are generally prohibited from agreeing to keep terms of an agreement confidential. One primary exception is a trade secret, which is defined in O.R.C. §1333.61.
Whom should I contact if I have questions?
Contract status updates:
Office of General Counsel