(1) General

This procedure is issued to clarify the proper way to establish university contracts.  This procedure is applicable to all university departments and all university personnel, except as otherwise specifically stated herein.

(2) Definitions

(A) For the purposes of this procedure, the below terms are defined as follows:

1. Authorized University Contracting Agent: An individual who has been delegated contracting authority by the university, as documented in CWUP 2-10-170. 

2. Architectural and Engineering Services: Professional planning services for public works projects. Only the university facilities planning department may enter into these types of contractual services. These purchases are governed by specifically applicable State laws, and are not subject to the procedures detailed in this document.

3. Client Service: A personal service provided directly to university clients. Students may be considered clients where the contractor provides direct services to students such as counseling, guest lectures, student workshops or entertainment services. The contractor must be providing a direct service to the client for the service to be designated a client service.

4. Contracting Authority: The authority to sign contracts on behalf of the university.  The list of individuals who have been delegated contracting authority, and the scope of such contracting authority, can be found in CWUP 2-10-170. Any individual who signs a contract but does not have contracting authority may be held personally liable for the contract.

5. Contractor: An individual or entity awarded a contract with the university to perform a service or provide goods.

6. Contracts Office: That portion of the university’s Contracts and Purchasing Department which handles the formal contracting process on behalf of the university.

7. Digital Signature: An electronic signature that is a transformation of a message using an asymmetric cryptosystem such that a person having the initial message and the signer’s public key can accurately determine:

(a) whether the transformation was created using the private key that corresponds to the signer’s public key; and

(b) whether the initial message has been altered since the transformation was made.

8. Director: The Director of Contracts, Procurement, and Payment Services.

9. Electronic Signature: An electronic sound, symbol, or process attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record. Electronic signatures include but are not limited to digital signatures. The provisions set forth in this procedure apply equally to electronic signatures and non-electronic signatures.

10. Employee: An individual who is currently employed with the university, as opposed to an independent contractor. Contracts with independent contractors, with some exceptions, are handled through the contracts office. Employee hires are handled through the Human Resources Department. Questions as to whether an individual should be treated as an employee versus an independent contractor may be directed to the oontracts office.

11. Goods: Products, materials, supplies, or equipment provided by a contractor.

12. Honorarium: A payment made for a personal service performed by an individual.  This type of personal service is generally limited to a one-time service of limited duration (typically less than a week), and the person performing the service has an expertise but typically not a business license. Often, an honorarium will be paid pursuant to a completed A-19 invoice voucher form, instead of an invoice generated wholly by the individual performing the service. Honorariums normally include all expenses of the individuals being paid by this means.  

13. Non-Negotiable Click-Through Agreement: An online contract, the terms of which the supplier will not negotiate, and which requires a user to indicate acceptance by clicking an “OK”, “I Agree”, or other similar button.

14. Personal Service: An expert service provided by an individual or company that results in evaluations or recommendations, policies, procedures, training, or similar planning document or tool.

15. Public Works: Purchased services resulting in construction or capital improvements to buildings or properties, other than ordinary maintenance. Only the university’s Facilities Management Department & Capital Planning & Projects may procure Public Works services. These purchases are governed by specifically applicable State laws, and are not subject to the procedures detailed in this document.

(A)  Campus Planning & Projects (CPP) maintains the CWU Small Works Roster (RCW 39.04.155) of contractors eligible to perform public works contracts for construction, renovation, remodeling, alteration, repair, or improvement projects under $350,000. 

16. Purchased Service: A service that usually is associated with specialized or crafts labor and is not identified as "Public Works".

17. Services: Labor, work, analysis, or similar activities provided by a contractor to accomplish a specific scope of work. Includes, but is not limited to, personal services and purchased services.

18. Sole Source: A vendor providing goods or services of such a unique nature or sole availability at the location required that the vendor is clearly and justifiably the only practicable source to provide the goods or services.

19. Standard Agreement: A particular contract form that has been approved for the university’s general use by the Washington State Attorney General’s Office. The standard sgreement can often be used for simple contractual arrangements, and on occasion for more complex agreements as well. The current version of the standard agreement can be found on the Contracts and Purchasing Department’s webpage.

(3) Contracting Process  

The following are the processes to be followed for establishing a contract on behalf of the university.

(A) Choosing a contractor:

1. When contracting for the procurement of goods or services, all competitive procurement requirements must be observed (see CWUR 3-10-610), as must all other procurement policies, procedures, and laws, including but not limited to those pertaining to sole source (see CWUR 3-10-615) and client service procurements. It is advisable to compare multiple vendors when possible even when the total anticipated dollar amount to be spent under a contract is below competitive procurement thresholds.

2. Except in rare situations approved by the director, a contractor cannot be a current employee of the university or a recent former employee (within the previous 12 calendar months). 

(B) Developing, signing, and administering the contract:

1. All contracts to be signed on behalf of the university (including by electronic signature), including but not limited to contracts for the procurement of goods and/or services, grant contracts, leases, in-kind contracts, interagency contracts, affiliation agreements, and revenue generating contracts, must first be approved for signature by the contracts office, except as otherwise provided herein, and except for those types or categories of contracts that the director has exempted from this requirement. An exemption by the director will be in the form of delegation of specific authority, by the director to a department, to proceed with obtaining contract signatures without each contract in the designated category being first reviewed and approved by the contracts office.

a. Non-Negotiable Click-Through Agreements are not required to be reviewed or approved by the contracts office prior to being accepted by an authorized university contracting agent, provided all of the following conditions are met:

(i) the authorized university contracting agent has reviewed the non-negotiable click-through agreement and determined that the terms of such agreement are acceptable,

(ii) the purchase is within the scope of the authorized university contracting agent’s contracting authority, and

(iii) the total purchase price is less than $10,000. The contracts office is available to provide assistance with non-negotiable click-through agreements whenever questions or concerns arise.

2. Any procurement of services for $10,000 or more must be made pursuant to a signed contract, except in rare cases when this requirement is waived by the director. Certain contracts for services under $10,000 may also require a contract, at the discretion of the contracts office, due to the level of risk or complexity, or other factors as determined by the contracts office. Certain procurements of goods may, at the discretion of the director, also require a signed contract. State or cooperative purchasing contracts may also be used when available and appropriate.

3. When negotiating the terms of an agreement, it is imperative that the person acting on behalf of the university not commit either verbally or in writing to any of the terms before the formal written contract is signed, as such commitment could constitute a legally binding contract even though the formal written contract has not yet been signed.  It must be made clear to the potential contractor that all preliminary negotiations and/or offers are conditioned on approval by the contracts office and the authorized university contracting agent.

4. The department initiating the contract, after obtaining all necessary departmental approvals, must either fill out the standard agreement or other contract form approved for use by the contracts office, or obtain the contractor’s completed contract form. Contracts should, at a minimum, include the scope of work (if services) or detailed description of item(s) to be purchased (if goods), payment amount and structure, important dates/deadlines, term of the contract, and any other salient details of the tentative agreement. The contract should then be submitted to the contracts office for review. 

5. The contracts office will work with the initiating department as necessary to adjust and/or negotiate specific terms of the contract with the contractor.  When the contract has been formally approved for signature by the contracts office, the contract will be forwarded to the appropriate authorized university contracting agent for signature. Except as otherwise stated herein, the contract may not be signed on behalf of the university until it has been approved for signature by the contracts office. Any person who signs a contract without first obtaining the approval of the contracts office as required herein may be held personally liable for the contract.

6. Only authorized university contracting agents, or, where applicable, their formal delegates, may sign contracts on behalf of the university.  An authorized university contracting agent may delegate his/her contracting authority to another university employee through a written document, signed by the authorized university contracting agent, setting forth a. the recipient of the delegated authority, b. the scope of the delegated authority, and c. the duration of the delegation. Such delegations should be limited in number, scope, and term, and primarily made only when the authorized university contracting agent expects to be unavailable to sign contracts during a certain time period. Authorized university contracting agents remain responsible for contracts signed by their contracting authority delegates, notwithstanding their compliance or noncompliance with this or other university procedures.

7. Occasionally, it is necessary for a contract to be reviewed not only by the contracts office, but also by the Washington State Attorney General’s Office.  When this is the case, the contracts office will initiate such review and will not formally approve the contract for signature unless and until the attorney general’s office has approved the contract as to form.

8. The initiating department is responsible for ensuring that all of the terms of the contract submitted to the contracts office are adequately and accurately expressed, and for ensuring that the university’s responsibilities as delineated in the contract are carried out.  The initiating department is also responsible for gathering necessary payment documentation (including a W-9 for each new vendor, and any necessary invoices/A-19s) and initiating necessary contract payments in accordance with contractual payment timelines and with established procurement policies and procedures of the university. Unless specifically approved by the contracts & purchasing department, payment for contracted goods or services should be via a requisition and purchase order, not a procurement card. When submitting a requisition for a payment on a contract, either the contract number should be referenced within the requisition, or the contract should be attached to the requisition. 

9. At the discretion of the contracts office, a contractor may be required to provide a certificate of insurance naming the university as an additional insured. In these cases, the contracts office will work with the business services department as necessary to determine the appropriate type and limits of insurance required.

[02/20/2019; Responsibility: BFA; Authority: BAC; Reviewed/Endorsed by: Cabinet/UPAC; Review/Effective Date: 2/20/2019; 11/10/22; Approved by: James L. Gaudino, President]