1.0 Purpose

The policies and procedures on contracts are intended to help College employees who are presented with a contract or who wish to enter into a contract with guidance on reviewing the contract and how to have the contract approved.  Written contracts involving the College are subject to review and approval by the Assistant Attorney General assigned to the College. Oral contracts are not permitted.

2.0 Policy

2.1 Legal representative

As an agency of the Commonwealth of Virginia, the College’s legal representative is the Office of the Attorney General.  The College is delegated authority to accept contracts; however, it does not have the authority to accept certain terms.  Furthermore, only contract terms and conditions that have been reviewed and approved by the Office of the Attorney General (OAG) for form and content shall be used.  Once a particular type of contact has been reviewed by the OAG, it may be reused for similar contracts in the future without further review.

2.2 Legal reviews

It is the responsibility of the College employee signing the contract to ensure that all proper legal reviews have occurred.  Further, the College employee signing the contract should ensure that all terms and conditions that the College cannot accept have been removed.  In the event that the other party requires inclusion of terms and conditions the College cannot accept, the College must ensure the OAG has negotiated and signed the contract.  The President and Vice Presidents are the only employees authorized to communicate and work with the OAG for resolving language concerns in contracts.

2.3 Parties to the contract

All contracts are between the College and the other party. Contracts are never between a department or work unit and the outside party.

2.4 Authorized signatories

Only the Shared Services Center and the VCCS Strategic Sourcing Manager have signature authority for Procurement (financial) contracts.  Only certain positions and persons at the College are authorized to bind the College to non-procurement (non-financial) contracts.  Each of those persons has a designated dollar limit for which they are authorized to sign.  In accordance with Sections 4.0.3 and 4.0.6 of the VCCS Policy Manual, Delegation of Signature authority for contract signature must be issued on a fiscal year basis.  The VCCS Chancellor issues the Shared Services Center Delegated Procurement and Contract Signature Authority. The College President issues the Delegation of Non-Procurement Signature Authority.  Unless an employee is certain he or she has been delegated authority to sign a contract, they should refer the matter to their supervisor or to the Business Office.

2.5 Conflict of interest

Contracts between the College and any firm in which a College employee has a material financial interest are prohibited unless the contract is the result of a public bid process.

2.6 Indemnification clauses

The College is not authorized to accept contacts that require the College to indemnify or hold harmless a contractor from a claim by third parties. Any contracts containing such a clause must be modified to strike the clause or be referred to the Office of the Attorney General.

2.7 Governing laws

The Office of the Attorney General strongly recommends that the College should not accept any contract where the laws governing the contract are those of another state.  College contracts should indicate the laws of the Commonwealth of Virginia govern the contract or not address the issue.

2.8 Contracts

Documents defining an agreement between two parties, whether as an employee, employer, vendor provider, or recipient of goods or services.  Contacts include memorandums of agreement and memorandums of understanding.

2.9 Contract documents

The College prefers using its own contract documents because they have already been reviewed and approved by the Office of the Attorney General.  Use of those documents can save considerable time in the review and approval process.  In the event that a third party insists on using their own document, the College must attach an amendment to the contract that deals with terms and conditions not acceptable to the College.  Each amendment is edited to suit a particular contract and, therefore, the contract must be reviewed by the Purchasing Officer to determine which clauses of the amendment are applicable. Contract signers are not authorized to sign contracts developed by third parties unless the amendment is also attached or the Purchasing Officer has provided a written note that such an amendment is not required.

3.0 Procedures

3.1 The College is referred to as Germanna Community College, not as GCC or as the department initiating the contract.

3.2 The address should be for the campus initiating the agreement.  For contracts affecting multiple campuses, the campus address for the contract administrator shall be utilized.

3.3 The billing address shall be the Locust Grove Campus address.

3.4 Deletions to contracts shall be made by striking through words, phrases, or sections and not by whiting out the language.

3.5 All changes, insertions, and deletions to the document must be made on the original contract and all copies.

3.6 The person responsible for signing the contract on behalf of the College must initial all changes, insertions, and deletions to the document – the original and all copies.

3.7 A College employee with authority to accept the terms and conditions on behalf of the College must execute all contracts (see following delegation).

4.0 Definitions

5.0 References

Virginia Community College System (VCCS) Policy Manual, Sections 4.0.3 and 4.0.6

6.0 Point of Contact

Vice President of Administrative Services

7.0 Approval

7.1 President’s Council: April 18, 2005

7.2 Leadership Council: December 14, 2018

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