Third Party Contract Questions
• When do I need to prepare a contract?
A personal or purchased service in excess of $500 should have an agreement. Most services will need a completed Standard Agreement. For a definition of Personal and Purchased Services visit http://www.cwu.edu/contracts/personal-and-purchased-service-contracting
• 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 http://www.cwu.edu/resources-reports/cwup-1-80-delegations-authority. (Contract Authority 1-80-020) 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?
BS&C 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. The Agreement Review document provides information on which person in BS&C should review your contract based on type of contract.
• 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 Graduate Studies 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, BS&C may be involved in creating the appropriate agreement. Graduate Studies will work with BS&C 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. The Purchasing Office is the office delegated the authority to perform competition. This will add several days to several weeks to the process depending on the complexity and dollar amount of the purchase. All personal service agreements require review by the Department of Enterprise Services (DES) and some require approval based on dollar amount or type of service. This will delay the agreement by up to 10 working days after submittal to DES. Additional information can be found at http://www.cwu.edu/contracts/personal-and-purchased-service-contracting.
After review and approval two copies of the agreements are usually mailed to the vendor for signature. This can take from 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 purchased service agreements, a simple call or email to BS&C with the terms that need to be changed will 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 purchased service agreements 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.
Personal service agreements are also limited in what changes can be made, depending upon whether they were competitively awarded. Personal service agreements under $10,000 can be amended like Purchased Service agreements outlined above. For personal service agreements over $10,000, we are required to submit the amendment and provide some additional information to the Department of Enterprise Services (DES) before the change can become effective. In some cases, we may need to advertise the amendment before going to DES. Please contact BS&C to discuss. Additional information can be found at http://www.cwu.edu/contracts/personal-and-purchased-service-contracting.
• 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. BS&C works 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. BS&C and/or Purchasing will work with the vendor on the type of insurance required. Additional information can be found at http://www.cwu.edu/contracts/personal-and-purchased-service-contracting.
• 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.
• Can payments be made for travel and per diem expenses separate from the total noted compensation in the contract awarded to a vendor or do I need to make one lump payment?
The preferred method of negotiations with a contractor for travel expenses is to have the expenses included within the total fees the University will pay so that the contractor is responsible for making all travel arrangements and for paying for all travel expenses from his/her fee amount.
If negotiations to include the travel expenses in the contractor’s fees are unsuccessful, the vendor’s contract can include travel expenses as a separate line item on the contract; however, these expenses must be specifically itemized. Examples are “Round-trip airfare from Las Vegas to Yakima.” “one night’s room and tax for lodging” etc. In addition, the contract must specify whether the contractor will pay for the expenses personally and be reimbursed, or whether the University will be direct billed for these travel expenses.
If the University agrees to pay for the contractor’s travel expenses directly, a purchase order can be used to reserve and pay for lodging (room and tax only). The department is responsible for locating and making reservations with the hotel that will accept direct billing via a purchase order. Please submit a Purchase Requisition to the Purchasing Office and attach a completed Hotel/Motel Room Reservation Request form for each occupant/contractor staying at the hotel. For additional information see the Accounting website at http://www.cwu.edu/financial-affairs/travel.
• What standard contract forms are available from BS&C?
Standard Agreement for Purchased and Personal Services
Client Services Agreement
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 will be created based upon specific needs. Please contact BS&C for further information related to these.