BUSINESS AFFAIRS – CONTRACTS TRAINING

PROCESSING CONTRACTSTHROUGH WSU’s OFFICE OF BUSINESS AFFAIRS

OBJECTIVES OF CONTRACTS TRAINING

• Basics of contracts

• Process for handling contracts

• Who can I contact with questions

WHAT IS A CONTRACT?

• A contract is an agreement between two or more parties creating obligations that are enforceable or otherwise recognizable by law Exchange of Promises Legal Consideration Written Documentation

BASIC CONTRACT ELEMENTS

• Identification of parties

• Purpose/recitals (e.g. meeting of the minds)

• Statement/scope of work

• Term (e.g. period of performance)

• Compensation

• Specific terms and conditions

• Executed by someone with delegated signature authority

WHEN DO I NEED A CONTRACT?

• Whenever the University’s resources (time, personnel, materials, funds, etc.) are obligated or committed – see BPPM 10.11 Examples

• Purchase of goods or services – Purchasing (Note: Other policies and procedures may supersede)

• Research agreements - OGRD• Public works contracts – Capital Planning & Dev.• Real estate agreements – Business Affairs• Personnel – Human Resource Services

I HAVE A CONTRACT OR I NEED A CONTRACT – WHAT NEXT?

• What type of contract do I have?

• What funds are involved (e.g. federal grant monies, state funds)?

• Answering these questions will determine which WSU department will process your contract

CONTRACTS PROCESSED THROUGH BUSINESS AFFAIRS

• Any contract dealing with the business or administration affairs of the University

• See BPPM 10.11 and Business Affairs decision tree for a full list of contracts processed through Business Affairs

CONTRACTS PROCESSED THROUGH BUSINESS AFFAIRS

• Examples Interagency Facilities use Hotel Beasley performing arts Affiliation / internship

CONTRACTS PROCESSED THROUGH BUSINESS AFFAIRS

• Important contacts Danette Kriehn, Contracts Manager

(509) 335-7739 Barb Holder, Contracts Coordinator

(509) 335-2252

SIGNATURE AUTHORITY

• What does signature authority mean? Specific delegation by the President of the University by

written documentation giving you specific authority

• Different types of authority Your delegation by the President is specific to you Terms of your delegation are clear in the delegation letter

signed by the President

SIGNATURE AUTHORITY

• Myth Signature authority over a budget means

authority to sign any document related to that budget

• Fact If the document is a legally binding contract, and

no delegated signature authority exists, you are not authorized to sign the contract

I DON’T HAVE SIGNATURE AUTHORITY – WHAT NEXT?

• Contact Business Affairs Danette Kriehn / Barb Holder

• Department sends the contract to Business Affairs for review or advises Business Affairs of the contract they need drafted

• Documents which should accompany the contract Departmental requisition w/budget & contacts Any correspondence which helps explain purpose Business Affairs contract cover sheet

NO CONTRACT AUTHORITY – OBTAINING SIGNATURES

• Two signatures required Department signs the contract as recommended

by• Typically a Dean, Chair, Assistant Dean/Chair or higher• Not a binding signature• Shows that the department recommends the contract be

entered into Business Affairs signs the contract as approved

I HAVE SIGNATURE AUTHORITY – WHAT NEXT?

• Verify the contract is within the scope and dollar limitation of delegated authority

• Obtain contract number from Controller’s Office Rick Combs – 509-335-2041

• Review contract for compliance with University policies and law

• If the contract is complex or contains unusual terms – contact Business Affairs

I CAN SIGN – WHAT TO LOOK FOR IN THE CONTRACT

• Are the parties properly identified?

• Is the purpose clear? (recitals)

• Is the scope of work/duties fully defined?

• Period of performance and/or contract renewal issues

I CAN SIGN – WHAT TO LOOK FOR IN THE CONTRACT

• Financial Terms Compensation Payment/billing information Advance payments issues

• Termination and Amendments

• Insurance and Indemnification

• Governing Law

I CAN SIGN – WHAT TO LOOK FOR IN THE CONTRACT

• Dispute resolution and attorney fees

• Confidentiality provisions

• Intellectual property

• Miscellaneous provisions Marketing issues Independent capacity Assignment issues Non-discrimination Equitable Relief/Injunctions

USE OF TEMPLATES

• Strongly encouraged

• Previously approved by Business Affairs

• Contact Business Affairs for forms

DISTRIBUTION AND FILING

• Typically one original for each party

• Signature block should not be on a separate page

• Obtain signature of other party first

• Business Affairs distributes originals Controller’s Office (WSU’s contracts desk) Other party(ies) Department maintains a copy

EXPIRATION/RENEWAL OF CONTRACTS

• Department’s responsibility to track/monitor contracts for renewal

• Automatic renewal vs. written consent Automatic renewal is discouraged Option to renew based upon written consent is

preferred

AMENDMENTS/ADDENDUMS

• Distinction between the two Amendment – changes an existing term Addendum – adds new terms

• In writing and attached to the original contract

• Executed prior to expiration/termination

• New contract vs. amendment When is each appropriate

ETHICS ISSUES

• Contact the Office of the Internal Auditor or the Attorney General’s Office for questions related to ethical issues in contracts

PROBLEMS WITH AN EXECUTED CONTRACT

• Contact Business Affairs for assistance

• The Attorney General’s Office will also assist with contracts at the request of Business Affairs

• Document problems

• Notify other party per contract requirements

• Take necessary corrective action

Records Retention

• See BPPM 90.01

• Typically, a document such as a contract must be retained for 6 years from date of termination or expiration.

QUESTIONS?

• Contact the Contracts Office Danette Kriehn

• 335-7739 Barb Holder

• 335-2252