BUSINESS AFFAIRS – CONTRACTS TRAINING PROCESSING CONTRACTS THROUGH 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  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 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)  Barb Holder, Contracts Coordinator (509)

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 – 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 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  Barb Holder