Third Party Contract Questions
• Who has signature authority to sign a contract?
Yearly the Board of Trustees approves a delegation of authority to certain individuals to contract with outside vendors. The BOT Resolution is available at https://www.cwu.edu/resources-reports/sites/cts.cwu.edu.resources-reports/files/CWUP2-10-170.pdf This authority covers all documents that require an individual to sign and return to a vendor including agreeing to electronic terms and conditions on websites. Individuals that are not on the BOT delegation of authority do not have authority to sign agreements and can be held personally liable for signing agreements without authority.
• Is there a department that should review and approve contracts before they are sent to a vendor?
The Contracts Office should review all third party agreements before any signatures are applied to the agreement. This assures the end-user that the University is agreeing to terms and conditions that the state of Washington approves for its agencies.
• If I need to create a contract based on a University awarded grant, who do I work with?
If you have been awarded funding from an outside agency for research and need to create an agreement to receive the funding or to contract with a firm/agency to assist in completing the research, you should first contact the Research and Sponsored Programs office. They will work with you on a scope of work, budget and timelines. The scope of work should include at a minimum the following information:
- Provide background on the project to ensure vendors understand what is needed
- Break each major task down into smaller components or performance measurements
- Define project schedule with realistic dates – beginning and ending dates
- Will this service be needed on an on-going basis that might need renewal information included in the terms
- Type of payment – do you expect to pay at end of service in lump sum or pay on an hourly basis monthly, are there progress reports or steps in the process that would allow for progress payments
Once this is defined, our office may be involved in creating the appropriate agreement. Research and Sponsored Programs will work with us to finalize the grant funded agreement(s).
• What is the typical contract processing time?
Review and approval as to form for most standard low-dollar value agreements should take from 2-3 days once received in our office. If other documents and information are needed to support the agreement such as insurance or permits which come from the vendor, the length of time can vary depending on the vendor. Some services will require competition which will be based on dollar amount. This will add several days to several weeks to the process depending on the complexity and dollar amount of the purchase.
After review and approval two copies of the agreements are usually mailed to the vendor for signature. This typically takes 5-15 days depending on who has to sign the agreements and the vendor agreeing to all of the terms noted in the agreement. We are required to have original signatures on all agreements but can accept faxed signatures temporarily until the original is provided in the mail at a later date. Other types of agreements such as interagency, subcontractor or public construction agreements typically take more time to review and sign by the vendor.
• How can I amend an existing agreement if some of the terms need to be changed?
Depending upon the type of agreement and the dollar amount, there may be several steps involved in creating and signing an amendment to an existing agreement. For non-competitively awarded agreements, a simple email to our office with the terms that need to be changed may suffice. Items that would normally require an amendment would include: a change in scope of work, change in dollar amount of agreement, and substantial increase in amount of time necessary to the complete work. We will prepare an amendment document for your review if an amendment is necessary. Once the amendment is approved, we will send to the vendor for signature.
For contracts that have been competitively awarded, we may be limited by the original scope of work on what types of changes can be made. Please contact BS&C to discuss before notifying the vendor.
• Should the contract be signed by CWU first or the vendor?
The normal practice is that if CWU creates the contract, the vendor should sign first and if the vendor creates the contract, CWU should sign first.
• Is someone a contractor or an employee?
Unfortunately, there is not an easy answer to this question. We are guided by the rules from the IRS. There are a number of factors that need to be reviewed. We work with Human Resources to aid departments in making these decisions. A checklist is available at http://www.cwu.edu/contracts/products-and-services. Look under Employee vs. Independent Contractor tab.
• Do I need to get insurance from a vendor on a contract?
Insurance certificates are typically required for all vendors working on campus performing services such as maintenance, repair and certain high risk services regardless of dollar amount. Contracts and/or Purchasing will work with the vendor on the type of insurance required.
• Can I prepay for services on a contract?
The state constitution precludes agencies from paying for personal services before they are performed. We can make progress payments during the life of an agreement based on evidence that a certain amount of work has been completed. This should be addressed during negotiations of the agreement before it is signed. Maintenance agreements, which are purchased services, can be prepaid for up to a year in advance. Some commodities can be prepaid that are not typically on agreements such as subscriptions and memberships. The Purchasing Office can work with you on prepaying subscriptions and memberships.
• What standard contract forms are available from BS&C?
Standard Agreement for Purchased and Personal Services
Loan of Equipment – short term and long term
Art Loan Agreement
Clinical Affiliation Agreement
Cultural Exchange Agreement
Other agreements that are used for specific types of services include grant award agreement, subcontractor agreement and private research agreement which will be created based upon specific needs. Please contact us for further information related to these.