Contract Management Policy

Policy Statement:
The purpose of the Contract Management Policy is to establish an efficient University-wide contract management system to ensure integrity in the contracting process by creating a standardized process for use across Georgia College, thereby ensuring the creation of appropriate control and review over the extensive volume of contracts and transactions the university enters. This policy and the related policies referenced below must be followed when creating, approving, signing, and managing contracts.

Definitions:
Contract
A contract is any legally enforceable agreement whether or not it is titled “contract.” Contracts include, but are not limited to, service agreements, lecture or performance agreements, licenses, nondisclosure agreements, memoranda of understanding or agreement, and terms and conditions related to all types of transactions. Contracts also include membership/affiliation applications where terms and/or conditions are included therein.

Contract Effective Date
The start of a contract pursuant to its terms and occurs at the beginning of a defined period of time.

Contract Expiration Date
The end of a contract pursuant to its terms and occurs at the end of a defined period of time.

Contract Management
The process of creating, negotiating, approving, executing, and implementing a contract. This includes that deliverables, deadlines and contract terms and conditions are met; addressing related problems; incorporating changes or modifications to the contract; and ensuring both parties meet their obligations under the terms of the agreement.

Contract Signer
The University employee responsible for approving and signing contracts on behalf of the University, as defined in the University’s Delegation of Contract Signature Authority policy. These individuals are the only persons with the authority to contractually bind the University.

Contract Termination
The end of a contract as the result of an action taken by a party to the contract. Contract Termination is not the same as Contract Expiration.

Contract Initiator/Requestor
The individual that submits a contract for review and university approval. Contract Requestor must be a University employee only.

Public University
A university that is operated under the supervision of state governments and are funded by tax dollars and subsidies from the state.

Vendor/Contractor
The party with whom the University contracts to provide the goods and/or services identified in a contract.

Reason for the Policy:
Georgia College enters into many different kinds of transactions with outside parties that create mutual obligations – whether to receive or spend funds, provide or receive goods or services, or otherwise commit resources, and obligation to compensate the party providing the goods or services. The purpose of this policy is to ensure proper controls over (1) the procurement and sale of goods and services, (2) the creation of binding contractual relationships between Georgia College and a third party, and (3) the expenditure of Georgia College funds. This policy involves the review and execution of Contracts only.

Proposed Outcome:
Given the scope of the contractual arrangements, Georgia College seeks to improve its operational efficiency and reduce its financial and legal exposure by ensuring adequate oversight and management of Contracts.

Applicability of the Policy:
This policy applies to all faculty, staff, employees, and departments of the University. It does not apply to cooperative organizations or independent student organizations.

Related Policies:
University System of Georgia Conflict of Interest Policy
Georgia College Delegation of Contract Signature Authority Policy
Georgia College Ethics Policy
University System of Georgia Purchasing and Contracting Regulations
Georgia College Records Management Policy
University System of Georgia Ethics Policy

Procedures:

I. Contracts
Not all University purchases require a written contract. However, when a contract is required by either party, the contract must be reviewed and approved in compliance with this policy and the funding source must be clearly identified prior to contracting. Individuals may contractually obligate the University only if they have been given specific authority as outlined in the Delegation of Contract Signature Authority Policy. The performance of a contract may not begin (i.e., services may not commence, materials may not be delivered, and no payments may be issued) unless it has been signed by both parties.

Each Contract to which Georgia College is a party must:
1. Be appropriate to the mission and operation of the University;
2. Ensure the contracting party is not an employee of Georgia College and ensure the contracting party is not an entity in which a Georgia College employee or a member of the Georgia College employee’s family is sole proprietor, partner, or owns 25% or more of the stock or assets;
3. Georgia College must have an interest or benefit from the contracted transaction, despite the presence, or lack thereof, of a “financial” transaction;
4. Funds must be available to carry out the obligations of the contract;
5. The terms of the contract must comply with the Board of Regents and the University regulations, federal and state laws;
6. Be in writing and signed by the vendor;
7. Must list the legal name and address of the vendor and the terms must be clearly specified, e.g., length of contract, cost, expectations/deliverables;
8. Must list the correct legal name of Georgia College – “Board of Regents of the University System of Georgia by and on behalf of Georgia College & State University”;
9. Should be submitted as soon as possible, but not later than two weeks before the contract is scheduled to start.

II. Review and Approval Process
In order for the contract to be reviewed and submitted for University approval, it must be submitted using the Legal Contract Entry Form found on Unify under the tab GC Signatures. Contracts that are emailed or received in paper format will be returned with a note indicating the contract is to be submitted using the Legal Contract Entry Form. Contracts that are submitted after the day of the event or after the effective date listed on the contract will not be approved by the Office of Legal Affairs and is up to the division Vice President or President to decide to accept liability and approve the contract.

Only authorized individuals may sign contracts on behalf of Georgia College. Therefore, contracts signed by unauthorized individuals may, if the university chooses to not to honor the contract, result in personal liability for the person signing the contract. For more details on who is authorized to sign a contract please visit the Delegation of Contract Signature Authority Policy. Below is the order of approvers.

1. The Office of Legal Affairs
2. Immediate Supervisor
3. Dean/Director/AVP
4. Division Vice President or President
5. Chief Information Officer (if software, computer access is needed or PII is collected)
6. Budget Planning and Administration
7. Vice President of Finance and Administration

Contracts that involve the purchase or lease of real property, and contracts that involve the planning, design and construction of facilities are typically not reviewed by the Office of Legal Affairs.

III. Office of Legal Affairs
Most contracts of which Georgia College is a party must be reviewed by the Office of Legal Affairs. The purpose of Legal Affairs review is to ensure the initiating office complies by state and federal laws, which include state purchasing and contract requirements, not agreeing to prohibited clauses, and operating in accordance with policies and procedures of the Board of Regents of the University System of Georgia and Georgia College. The legal review determines the legal validity of a contract, as opposed to whether the contract is appropriate for business and administrative purposes. The final decision to enter a contract is the responsibility of the initiating office and applicable Vice President. Contracts approved by Legal Affairs are only “approved as to form.” The Office of Legal Affairs cannot review or provide legal advice regarding personal or non-Georgia College contracts.

Once the legal review begins if prohibited language is found the reviewer will make red-lined edits and return the contract to the contract initiator. It is the responsibility of the initiating party to return the contract to the vendor/contractor for approval of changes. Once the initiating party receives the contract back from the vendor they must then return it to Legal Affairs for further processing. All contracts should be signed by the vendors/contractors prior to routing for university approval. If a contract is received without vendor approval it will be returned. The Office of Legal Affairs is available to assist and/or participate in contract negotiating and/or drafting.

Contract Language
Each contract should include a set of terms and conditions. This language outlines the requirements of all parties participating in the contract. If a contract is received without terms and conditions, Legal Affairs will send the University’s standard terms and conditions to have the vendor sign. For more information on Terms and Conditions please visit the Legal Affairs Contract Management webpage.

USG Ethics Policy
The USG Ethics Policy is required by the Board of Regents to be in all contracts. Cooperative organizations, vendors, and contractors shall certify compliance with the USG Ethics Policy by written agreement. The ethics policy should be specifically referenced as a condition with which the vendor will comply. The following language must be included in all contracts:

Offeror shall comply with the University System of Georgia Board of Regents Ethics Policy (Board Policy 8.2.18.1). The University prohibits any form of discrimination, harassment or retaliation against or by any member of the faculty, staff, administration, student body, volunteers, or visitors based upon race, color, religion, sex, national origin, age, whistle-blower status, disability, gender identity or expression, genetics, or any other characteristic protected by state or federal law. Offeror and Offeror’s employees will be required to know and adhere to the Title IX policy.

State Security/Background Checks
If the vendor will have access to students (Either GC students and/or minors), employees, facilities, or if the vendor will handle cash, the below language must be included in the contract.

Each USG institution shall review services provided by its suppliers and assess the risk when the services require regular interaction with students, employees, monies, sensitive or confidential data, or regular access to secured facilities containing critical institutional-level infrastructure. When an institution determines that background checks of suppliers’ employees should be required, the institution must seek appropriate contractual protections, including requiring that the supplier obtain appropriate background checks for all such supplier employees and defend, indemnify, and hold harmless the Board of Regents of the University System of Georgia for failing to do so. Suppliers shall be fully responsible for implementing and enforcing all appropriate background check requirements. Additionally, suppliers maintain full responsibility for the actions of their employees and contractual provisions shall provide that suppliers shall defend, indemnify, and hold harmless the Board of Regents of the University System of Georgia for the actions of the suppliers’ employees.

Prohibited Contract Language
Georgia College is a public university. This status imposes certain restrictions on its contracting activities that are different than that of a private university or company. Many standard clauses typically found in commercial contracts cannot be accepted by Georgia College. The restrictions are based on constitutional and statutory prohibitions. As such Georgia College may not agree to the following provisions:

1. Attorney fees and/or court/litigation expenses;
2. Automatic renewal;
3. Contracts being governed by the law of another state and/or country;
4. Finance charges and/or payment penalties;
5. Hold harmless;
6. Indemnification;
7. Limited liability;
8. Additional/commercial insurance;
9. Binding arbitration/mediation.

While this is not an exhaustive list of prohibited contract provisions, these are the most common provisions found. Removal of such provisions prior to routing for approval provides for more efficient contract processing. For more information on prohibited language please visit the Legal Affairs Contracts Management webpage.

IV. Chief Information Officer
When the contract initiator is submitting a contract for review and/or university approval, they must indicate if the vendor/contractor will be handling any personal or confidential data of Georgia College employees or students when fulfilling the requirements of the contract. The contract initiator will also indicate if the contract will involve software and/or computer access. If the contract initiator selects “yes” to either of these questions the contract will be routed to the Chief Information Officer for review and approval.

V. Finance and Administration
Some contracts include financial obligations by one party of the contract. When completing the contracts submission form the contract initiator must indicate whether the contract is expending or collecting funds, then list the total cost of the contract in the appropriate box to indicate if the funds are being paid by Georgia College or if they are being paid to Georgia College and include the department budget number. In the event the total cost of the contract is $25,000 or more the contract is routed to the Senior Director of Materials Management and Central Services for approval to ensure the contract is accordance with the USG’s Purchasing and Contracting Regulations. Prior to the Vice President of Finance and Administration giving final university approval of the use of university funds, the Senior Director of Administrative Initiatives or the Special Assistant to the Vice President will review the contract to ensure the contracted amount noted on the contract routing page accurately reflects the amount noted in the contract language and that all fees are included in the total contract amount. Pursuant to the Delegation of Contract Signature Authority Policy all contracts that are in excess of $100,000 are forwarded to the President’s Office.

Guidelines:

I. Contract Retention
Unless otherwise approved, contracts shall be retained according to the BOR requirements and/or recommendations. In addition, any University contract provision addressing document retention by the parties must be satisfied, even if such contractual provisions require longer retention periods than those set by BOR guidelines. The initiating office is responsible for ensuring contract retention compliance. For more information on records retention please visit the Legal Affairs webpage on Records Retention. You may also review the Georgia College Records Management Policy.

II. Contract Administration
Unless otherwise provided by University policy, the initiating party is responsible for monitoring and carrying out the University’s obligations under a contract. Failure to monitor contract requirements may expose the University to financial loss, legal actions, and claims of breach of contract or default. Any questions about these matters or this policy should be brought to the attention of the Office of Legal Affairs.

III. Non-Compliance:
Failure to comply with the requirements of this policy may result in disciplinary action up to and including termination or expulsion in accordance with relevant University policies and may result in prosecution in accordance with state and federal law.

Creation Date: October 2019
Revision Date: N/A
Last Reviewed Date: N/A
Next Review Date: 12/2021
Responsible Department: Office of Legal Affairs
Cabinet Approval Date: 1/27/2020
Effective Date: 1/27/2020