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BUSINESS AFFAIRS – CONTRACTS TRAINING

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  1. BUSINESS AFFAIRS – CONTRACTS TRAINING PROCESSING CONTRACTS THROUGH WSU’s OFFICE OF BUSINESS AFFAIRS

  2. OBJECTIVES OF CONTRACTS TRAINING • Basics of contracts • Process for handling contracts • Who can I contact with questions

  3. 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

  4. 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

  5. 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

  6. 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

  7. 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

  8. CONTRACTS PROCESSED THROUGH BUSINESS AFFAIRS • Examples • Interagency • Facilities use • Hotel • Beasley performing arts • Affiliation / internship

  9. CONTRACTS PROCESSED THROUGH BUSINESS AFFAIRS • Important contacts • Danette Kriehn, Contracts Manager(509) 335-7739 • Barb Holder, Contracts Coordinator(509) 335-2252

  10. 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

  11. 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

  12. 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

  13. 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

  14. 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

  15. 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

  16. 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

  17. 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

  18. USE OF TEMPLATES • Strongly encouraged • Previously approved by Business Affairs • Contact Business Affairs for forms

  19. 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

  20. 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

  21. 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

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

  23. 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

  24. 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.

  25. QUESTIONS? • Contact the Contracts Office • Danette Kriehn • 335-7739 • Barb Holder • 335-2252