Contract Administration
Overview
The Office of the Vice President of Operations is responsible for advising appropriate College officials on matters relating to Federal and State laws, as well as College rules, regulations, policies and procedures pertaining to the fiscal management of contracts, grants, or other agreements.
The Office is responsible for ensuring that the business interests of the College are protected in the terms and operations of proposed agreements. The Office is also responsible for determining that the College complies with all provisions of contracts, grants, or agreements with individuals, companies or agencies external to the College.
In the Office of the Vice President of Operations, a Contract Administrator may be designated. The Contract Administrator is responsible for maintaining most institutional contracts.
Definition
A contract is any document that creates an obligation, right, or liability for Clayton State University. All contracts entered into in the name of Clayton State University are subject to the Policies and Procedures of the State Board of Regents.
In addition, many of the College’s contracts are subject to State purchasing regulations and to the statutory constraints on contracts entered into by State agencies. Very few individuals within Clayton State University community are authorized to sign contracts on behalf of the University.
No member of the College, faculty, or staff may sign a contract without specific authorization from the President.
State law provides that persons entering into contracts without complying with all applicable State laws and regulations become personally liable for any amounts due under those contracts.
Contracting Issues
Clayton State University, as a state institution, imposes certain restrictions on its contracting activities. The College may not accept many standard clauses typically found in commercial contracts. The following are common problem contractual provisions:
- Indemnification and/or hold harmless - any provision that require Clayton State University to pay all losses a sponsor may incur to third parties.
- Warranty/Guarantee – any provision that unconditionally assures or promises a certain result or outcome.
- Governing law of any state other than Georgia.
- Requirements that Clayton State University pay taxes, interest, liquidated damages, penalty fees or cancellation charges, litigation costs, or attorney’s fees.
- Binding Arbitration – only the State Attorney General can have sole control of litigation.
- Any restrictions on publication that prevent publication or delay publication for unreasonable amount of time.
- Any provision requiring Clayton State University to be bound by terms and conditions that are unknown at the time of signing the agreement.
- Requirements that provide for endorsement or marketing of a private entity.
- Any provision requiring exclusivity in a contractual arrangement that was not competitively bid with the exception of certain sponsored agreements.
- Multi-year terms or automatic renewals for agreements obligating state appropriated funds – Georgia policy states an executed contract may not be for more than one year in duration.
General Guidelines
The procedures set forth in this policy are designed to ensure contracts are entered in a standard fashion, including signatures by proper authorities.
- Forward the following contracts to the Contract
Administration within Operation Services:
- Administrative/Agency Contracts- (Wells Fargo, Water Treatment, etc)
- Auxiliary Contracts
- Property Agreements
- Rental Leases
- Service Agreements/Letters of Agreement
- Consulting fees- (per diem)
- Maintenance Contracts
- System Contracts
- Contract Administration will review all contracts for standard provision compliance.
- Contract Administration will keep a copy of the document and the original will be forwarded to the VP of Operations for additional review and signature.
- The original final executed contract will be forwarded back to Contract Administration.
- Contract Administration will maintain the file and will notify the department thirty (30) days prior to the expiration.