POL-U5348.05 Authorizing Agreements and Contracts

Any agreement or arrangement describing an obligation of the University or requiring the use of University resources, regardless if money is exchanged or not, is considered covered under this policy requiring compliance with specific standards and procedures.

Exceptions: Some agreements or arrangements may be covered under other University processes with which a department must comply. See “Agreement Types” in the Standards for Ratifying an Agreement as a Formal Contract (STN-U5348.05A) for a list of agreements that are not covered under this policy.

No employee may bind the University to a contract (verbally, in writing, or electronically) unless expressly authorized by the President of the University.

Signature Authority must be delegated in accordance with this policy (see #2 below). No employee, including executive officers, should assume they have signature authority by means of their position title. This restriction also applies to situations where WWU agrees to provide services to external parties, such as responding to bid proposals and providing research and testing services (see #4 below).

Employees who authorize a contract on behalf of the University without “signature authority” or appropriate delegation:

1. May be subject to disciplinary or remedial action by their supervisors, and
2. In some cases, may be liable for the obligations, debts and risks under the contract.

Supervisors should identify and implement appropriate internal controls to prevent and/or detect unauthorized signing of contracts by their employees.

Signature authority, the signature of the last employee(s) required to execute a type of contract, is delegated by the President, except as limited by the Board Trustees. See procedures for Delegating Contract Signature Authority (PRO-U5348.05A). Such delegation must be:

1. Documented in the University’s Contract Signature Authority List (FRM-U5348.05C) based on the contract type and value,
2. Made to positions, not individuals, and formalized in a written Memorandum of Delegation from the President, and
3. Reviewed annually by the Assistant Attorney General (AAG) and approved by the University President.

An employee delegated signature authority is prohibited from permanently delegating their signature authority unless the President approves the subsequent delegation in writing. Neither the Assistant Attorney General nor third party vendors have authority to sign contracts that bind the University. Signature authority may be provided electronically by a method compliant with the Using Electronic Signatures policy (POL-U3000.06).

Employees engaged in the contracting process are subject to the Washington State ethics laws.

1. Conflicts of Interest: No employee may have an interest (financial or otherwise, direct or indirect) or engage in a business or transaction or professional activity or incur an obligation that is in conflict with the proper discharge of the employee’s official duties (RCW 42.52.020). This includes having or acquiring a financial or other interest in a contract, sale, lease, purchase or grant that is under the employee’s authority or supervision (RCW 42.52.030). Western recognizes that not all relationships are a conflict of interest. However, it is incumbent on the employee to promptly report what may be potentially perceived as a conflict of interest to the University Ethics Officer (Director of Internal Audit or current designee) for review and documentation of good faith efforts to disclose and engage in ethical agreements.
2. Gifts: Employees who seek to acquire goods or services or who participate in those contractual matters are subject to state requirements on accepting gifts (RCW42.52.150). In addition, any entity or individual who seeks or may seek a contract with the University are also subject to the state requirements on accepting and giving gifts. Employees are encouraged to contact the University Ethics Officer (Internal Auditor) regarding any questions or concerns about gifts.

See also Western’s Ethical Purchasing Standards (STN-U5348.01A).

Before an employee responds to bid requests or offers services to an external party that would require University resources including use of employee time, equipment, and/or facilities, the agreement must initially be reviewed and approved by Contract Administration to ensure:

1. Review of all legal obligations,
2. Compliance with cost recovery, and
3. Legitimate purposes for the provision of goods or services (RCW 28B.63.010).

Contract Owners must comply with the responsibilities listed in the Standards for Ratifying an Agreement as a Formal Contract (STN-U5348.05A) prior to allowing any part of an agreement to commence. No employee, regardless of their position, may bypass these written standards.

Exceptions:

1. Certain procedures may be waived or altered as directed by Contract Administration for required business, efficiency, or compliance purposes, or
2. The Associate Vice President for Business and Financial Affairs may allow approval procedures to be temporarily amended when a contract for a service or good is deemed, upon written declaration by the University president, or their designee, a declaration of emergency. In emergency situations, the University will comply with the state Emergency Procurement procedures (DES-130-00) as applicable.

After approval notification has been received from Contract Administration, the financial manager, or delegate, transitions from contract developer to Contract Owner. The Contract Owner is responsible for implementing and managing the contract in accordance with the Standard for Contract Management (STN-U5348.05B).

A financial manager, who is the default Contract Owner, may delegate the Contract Owner role to another employee under their purview to assume:

1. The responsibility of complying with this policy, associated standards and procedures,
2. Contract approval authority for all or specific contract types, and
3. Budget authority for contracts up to the designee’s budget authority limit.

Regardless of delegation, the financial manager remains accountable for compliance for each contract under their purview and reporting issues with contract performance to the appropriate Vice President, and therefore, should request regular status update from the delegate.

The designee must be a permanent employee who holds a position consistent with the levels of contract authority outlined in the Delegation of Contract Ownership Form (FRM-U5348.05A) based on contract value and/or risk levels. The delegation may only be made using this form. Delegated authority is restricted to only contracts that directly impact or relate to the department of the financial manager.

Under the purview of the Associate Vice President for Business and Financial Affairs, the Chief Procurement Officer (CPO) oversees Contract Administration and ensures:

1. University processes and employed systems are maintained by which contracts are legally and ethically created, and are sufficiently reviewed and approved by management and leadership as applicable to the contract type and/or value,
2. Each potential contract has the required signature authority and complies with applicable University policy and standards, and federal, state, and local agency contract administration requirements, including contractor prevailing wage requirements and
3. University wide training for Contract Owners regarding effective contract management.

All contract and renewal requests routed through Contract Administration are reviewed by Risk Management and, when necessary and determined by Contract Administration and per the requirements below, the Assistant Attorney General (AAG).

Risk Management reviews potential contracts to ensure:

1. Risks are allocated equitably by assigning liability and related responsibilities, to the greatest extent possible, to the appropriate parties,
2. Risk-related agreement provisions are present and appropriate and, to the greatest extent possible, do not place liability beyond that which is allowed by the State of Washington or covered by the state self-insurance liability program, and
3. Certificates of insurance are present to confirm the contractor is adequately insure and in compliance with the agreement’s insurance requirements.

AAG reviews contracts for “Approval as to form” which includes:

1. Ensuring the potential contract will be legally binding and in legally sufficient form,
2. Revising provisions containing obvious errors of law, and
3. Making other recommendations at their discretion.

Exception: For some common usage contracts, the CPO, Risk Management and the AAG may pre-approve contract templates, also known as “Approved to Form” contracts. Contract Administration will ensure approved template language is reviewed at a minimum every three years or when legislative, regulation, or policy changes warrant modifications

Click-through agreements are found on on-line sites requiring a user to “click through” an agreement indicating user’s acceptance of non-negotiable terms and conditions in order to participate in an activity or purchase a good or service.

When a department has a WWU business need to enter into a non-negotiable click-through agreement, the employee is permitted to click-through the agreement and accept the terms and conditions after:

1. Ensuring the anticipated dollar value is under the competitive purchasing threshold as stated in Standards for Purchasing Goods and Services (STN-U5348.01C), and
2. Reading the terms and conditions.

Exception: Employees are prohibited from agreeing to terms and conditions that require compliance of areas outside of the department’s control, such as agreeing that WWU, as a whole, is subject to the agreement, commit students to specific actions, and/or agree that other departments or entities will take an action or have obligations under the agreement.

Contract Administration must approve contracts exceeding the competitive purchasing dollar threshold.

Human Resources, Contract Administration, and Accounting Services will coordinate procedures for:

1. Determining employee and independent contractor status, and
2. Collecting and reporting required tax information.

Contract Administration will flag certain contracts, or parts of contracts, as confidential limiting internal access. All other contracts will be searchable and viewable to employees with contract system permissions.

Regardless if contracts are accessible to employees in or outside the contract system, they are prohibited from sharing University contracts with third-parties, which includes entities and individuals not a party to the contract. Any employee receiving a request from a third-party party to review a University contract, either in draft or final form, must direct the request to the University’s Public Records Officer unless provided an expressed exception from the CPO.

Supervisors, including management and leadership, will ensure employees in their purview participate in contract related training(s) required by the CPO when directed by Western’s Contract Administration. The CPO is responsible for ensuring the University’s training is consistent with the requirements of the Washington State Department of Enterprise Services.

Contract Administration will retain all approved contractual documents and any pertinent supporting documentation for the required retention period.

Exception: Agreements from the Research and Sponsored Programs (RSP) Office may be maintained in the RSP Office and coordinated with Contract Administration.