Transcript BUSINESS AFFAIRS - WSU Human Resource Services

CONTRACTS TRAINING THE BASICS & BEYOND
WSU’s
OFFICE OF
BUSINESS
AND
FINANCE
November 2009
OBJECTIVES OF CONTRACTS
TRAINING
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Basics of contracts law
Elements of a contract
Issues specific to WSU
Who can I contact with questions
WHAT IS A CONTRACT?
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A contract is an agreement between
two or more parties creating obligations
that are enforceable or otherwise
recognizable by law
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Exchange of Promises
Legal Consideration
Written Documentation
BASIC CONTRACT ELEMENTS
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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
Think who/what/when/where/why/how much
Executed by official with signature authority
WHEN DO I NEED A
CONTRACT?
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Whenever the University’s resources (time,
personnel, materials, funds, etc.) are
obligated or committed – see BPPM 10.11
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Examples
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Purchase of goods or services - Purchasing
Research agreements - OGRD
Public works contracts – Capital Planning & Dev.
Real estate agreements – Business & Finance
Personnel – Human Resource Services
BUSINESS & FINANCE
CONTRACTS
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Any contract dealing with the business
or administration affairs of the
University
See BPPM 10.11 and Business &
Finance decision tree for a full list of
contracts processed through Business &
Finance
TYPES OF CONTRACTS
PROCESSED THROUGH B & F
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Interagency
Facilities Use
Hotel
Beasley Performing Arts
Affiliation / Internship
Real Property Leases
Purchase & Sale agreement
CONTRACTS PROCESSED
THROUGH B & F
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Important contacts
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Danette Kriehn, Contracts Manager
(509) 335-7739
Genesis Gavino, Confidential Secretary
(509) 335-5524
Rich Heath, Sr. Associate Vice President
(509) 335-5524
SIGNATURE AUTHORITY
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What does signature authority mean?
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Written delegation by the President of the
University giving you specific authority to execute
certain contracts
Different types of authority
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Your delegation by the President is specific to you
Terms of your delegation are clear in the
delegation letter signed by the President
I HAVE SIGNATURE
AUTHORITY – WHAT NEXT?
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Verify the contract is within the scope
and dollar limitation of delegated
authority
Obtain contract number from
Controller’s Office
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Contracts Desk – 509-335-2041
Review contract for compliance with
University policies and law
I CAN SIGN – WHAT TO LOOK
FOR IN THE CONTRACT
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Are the parties properly identified?
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Full name of individual w/address and
status (i.e., are they contracting in their
married or individual capacity)
Full company name and principal business
address, type of entity and state of
incorporation/organization
Is the purpose clear? (Recitals or
Purpose section)
I CAN SIGN – WHAT TO LOOK
FOR IN THE CONTRACT
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Term/period of performance
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Contract Renewal Issues
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Recommend term of 3 years or less
Discourage automatic renewal
Typically renew once for same period as
initial term
Is the scope of work fully defined?
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Who is responsible for what and when
I CAN SIGN – WHAT TO LOOK
FOR IN THE CONTRACT
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Financial Terms
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Compensation (lump sum, hourly, etc.)
Payment/billing information (how often, to
whom, etc.)
Advance payments issues (see RCW
43.88.160(5)
Termination
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Should always negotiate for right to
terminate for convenience
I CAN SIGN-WHAT TO LOOK
FOR IN THE CONTRACT
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Insurance
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WSU is self-insured – use standard clause
Indemnification
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Always negotiate for use of our standard
clause (negligent acts/omissions of officers,
employees, agents in good faith
performance of duties)
Cannot include our “misconduct” or the
acts of licensees/invitees/guests
I CAN SIGN – WHAT TO LOOK
FOR IN THE CONTRACT
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Dispute resolution and attorney fees
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Strike attorney fee provisions – they don’t
benefit WSU
Confidentiality provisions
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WSU is subject to the WA Public Records
Act (RCW 42.56 et seq.)
The contract itself is a public record,
cannot agree to keep it confidential
Use standard clause when appropriate
I CAN SIGN – WHAT TO LOOK
FOR IN THE CONTRACT
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Miscellaneous Provisions
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Limitation of liability – always make mutual
and try to negotiate for a higher amount
Intellectual Property – WSU owns!
Marketing issues and use of our trademark
Independent capacity
Assignment issues
Non-discrimination
USE OF TEMPLATES
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Strongly encouraged – check our
website for forms
(www.contracts.wsu.edu/Forms)
Previously approved by Business &
Finance and/or Attorney General’s
Office
OTHER ACCOMPANYING
DOCUMENTATION
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Contract Cover Sheet (see Contracts
Office website for form)
Facility use agreements: SAAM Form
Justifying Use of a non-state facility
(also on Contracts Office website)
Purchased services documents (sole
source justification, etc.)
DISTRIBUTION AND FILING
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Typically one original for each party
Signature block should not be on a
separate page
Obtain signature of other party first
Distribute originals
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Controller’s Office (contracts desk)
Other party(ies)
Department maintains a copy
PAYMENT ON A CONTRACT
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To pay amounts due under a B&F
contract, the vendor needs to invoice
WSU (or use state invoice voucher)
Invoice needs to reference contract #
and be budget coded and signed by the
individual with budget authority
Sent to Contracts Desk in Controller’s
Office to compare to contract terms and
authorize for payment
Distinctions from the
Purchasing Process
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Departmental Requisition initiates the
process with Purchasing, and a PO is
generated to purchase product/service
State procurement rules apply – a
competitive process is required over a
certain $$ threshold
Payment is made by Accounts Payable
against the PO (which is a contract)
AMENDMENTS/ADDENDUMS
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Distinction between the two
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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
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Substantial change in scope of work or
over 50% increase in contract amount
ETHICS ISSUES
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Contact the Office of the Internal
Auditor or the Attorney General’s Office
for questions related to ethical issues in
contracts
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Example – personal or financial interest in
the contract in conflict with official duties
PROBLEMS WITH AN EXECUTED
CONTRACT
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Contact Business & Finance for
assistance
The Attorney General’s Office will also
assist with contracts at the request of
Business & Finance
Properly document the problems
Notify other party per requirements of
the contract
Take necessary corrective action
Records Retention
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See BPPM 90.01
Typically, a document such as a
contract must be retained for 6 years
from date of termination or expiration
WSU employees attending
this session via
videoconferencing
and who wish to have it
documented on their training
history
must notify
Human Resource Services
within three days of the
session date:
[email protected]