University Policies and Procedures Manual (previously Business Policies and Procedures Manual)

Development and Administration of University Contracts

UPPM 65.02

For more information contact:
   Finance and Operations
   509-335-5524 / VPFA@wsu.edu

1.0    Policy and Purpose

Well-drafted and properly executed written contracts clearly define the agreement between the parties and mitigate risk to the University’s resources and reputation.

A proposed contractual relationship or transaction that would commit University resources of any nature must be reduced to a written agreement, except where a specific written exception exists. Examples: Certain purchases pursuant to UPPM Chapter 70 or when University policy expressly provides another process for completing the transaction.

The purpose of this policy is to explain the development, lifecycle, and administrative procedures applicable to University contracts entered by Procurement and Contract Services and contract signature authority delegates. Signing of contracts is addressed in UPPM 65.03 (Authority to Execute University Contracts).

2.0    Development and Lifecycle of University Contracts

Contracting is made up of five distinct steps:

Contract delegates are responsible for ensuring that all required steps of the contracting process are followed.

2.1       Negotiation

The proposing department is responsible for negotiating the terms and conditions that are unique to the requested agreement, e.g., scope of work, quantity, quality, price, deliverables, timelines, work product, and other specific rights, responsibilities, and obligations of the contracting parties. The individual with the most knowledge of the desired relationship or transaction should conduct the negotiations. The proposing department may request assistance with negotiations from Procurement and Contract Services.

The negotiator must make it clear to other parties that ultimate University approval of the contract may only be conferred via written signature by a University official holding delegated authority to sign contracts on behalf of the University. (See Section 2.4.c and UPPM 65.03.)

2.2       Drafting

The proposing department is responsible for:

  • Originating contract drafts; and/or
  • Obtaining contract drafts; and/or
  • Providing complete details regarding the needed terms and conditions; and
  • Providing all requested supporting information.

For preparation of initial contract drafts, proposing departments should check the Procurement and Contract Services webpages to determine if there is an applicable model contract template. The use of a model template substantially expedites the University review and approval process.

2.3       Review

2.3.a    Contracts Processed by Delegates

Contract delegates must exercise reasonable judgment to determine which departmental review(s) are necessary or appropriate for the contracts they sign. Contract delegates are responsible for obtaining and documenting such review(s). See Section 2.3.d. Procurement and Contract Services is available for consultation and assistance with this determination.

2.3.b    Submission to Procurement and Contract Services for Review
2.3.b.i   Preliminary Reviews

Prior to submitting a contract to Procurement and Contract Services for processing, the department is responsible for seeking preliminary fiscal and any other necessary departmental reviews to verify that the department is able and willing to bear the financial responsibility of the contract.

2.3.b.ii  Submit Workday Contract Request

To submit the contract to Procurement and Contract Services, the proposing department completes a Workday Contract Request. See the Workday Contract Request reference guide for instructions and required information.

The proposing department must attach the following to the Workday Contract Request:

  • A Contract Request Form, signed by an administrative approver.
    • The PDF form is available from the How to Submit a Request to REBO website. (Note: REBO is the former name of the Contracts Services team.)
    • Acceptable administrative approvers for the Contract Request Form are the appropriate dean, vice dean, director, chair, chancellor, vice chancellor, executive vice president or vice president, associate vice president, equivalent area administrator or executive, or other administrative approver indicated on the form.
    • Note: By signing the Contract Request Form, the administrative approver certifies that they have reviewed the contract and approve the transaction, unless expressly indicated otherwise.
  • Any other necessary supporting documentation.
2.3.b.iii    Workday Contract Request Approval

Procurement and Contract Services’ approval of the Contract Request creates the contract in Workday. For most contracts, official departmental fiscal review and approval is then completed in Workday by routing the contract in Workday to the appropriate cost center manager, gift manager, grant manager, project manager, or program manager.

2.3.c    Procurement and Contract Services Review

Procurement and Contract Services reviews the submitted materials and, if all materials are properly submitted, proceeds to process the contract. This involves working with the proposing department as necessary and refining and revising the contract until it is in final form.

2.3.d    Other Review

When a draft contract processed by Procurement and Contract Services involves the issues listed below, Procurement and Contract Services may seek review from the appropriate offices and/or will facilitate such review.

All contract delegates are responsible for obtaining and documenting necessary or appropriate review(s) for the contracts they sign, as applicable, and should retain documentation of these reviews for their records. These include:

2.4       Approval

2.4.a    Administrative Approval

The proposing department is responsible for obtaining appropriate administrative approval to proceed with the agreement. Such approval is generally evidenced by a signature from the approving administrator on the Contract Request Form when the contract is submitted for processing, as discussed in Section 2.3.b.ii.A.

It may also be appropriate to have the approving administrator sign the final contract in a recommending capacity. This is determined on a case-by-case basis, generally at the discretion of Procurement and Contract Services.

A department or college may impose internal approval processes in addition to the University requirements described in Sections 2.4.b, 2.4.c, and 2.4.d.

2.4.b    “Approval As to Form”

Procurement and Contract Services obtains “approval as to form” from the Office of the Attorney General when appropriate for contracts processed by Procurement and Contract Services. Contract delegates are responsible for obtaining and documenting this approval if needed for the contracts they sign.

This approval merely indicates that all elements necessary to create a formal contract are present and that there is nothing that is contrary to state law in the agreement. “Approval as to form” does not confer approval of the proposed transaction on a policy level or indicate whether or not the proposed agreement and terms are beneficial or detrimental to the University.

2.4.c    Final Approval and Execution

Only those with delegated contract authority may sign agreements for and on behalf of the University, and certain contracts require the approval of the Board of Regents. See UPPM 65.03.

Signature by an officer with the applicable delegated contract authority constitutes the official University final approval of the contract. This signature may be obtained either before or after signatures by other parties to the agreement. If any party seeks to make changes to a previously-signed contract, all signers of the contract must initial such changes.

2.4.d    Timeline

Procurement and Contract Services requests at least 30 days from the date of receipt of a complete and approved submission in Workday to review and provide an initial response. The initial response does not necessarily include a signed contract, but may be:

  • An acknowledgement;
  • A “redlined” contract;
  • A request for additional information;
  • A direction on further review needed; or
  • Another inquiry.

The initial response time is contingent on complexity and workflow and is subject to change. Additional time must also be allowed for:

  • Complex contracts;
  • Review by other stakeholders;
  • Negotiation with and review by the other party;
  • Signature process; and
  • Administrative steps required in Workday.

Proposing departments should allocate no less than 60 days for processing of a contract, and should understand that there is a wide array of factors that can cause the process to take even longer. Proposing departments must plan accordingly for the entire contracting process.

2.5       Performance

The proposing department is responsible for the contract performance. Likewise, any obligations indicated in the contract remain with the unit, department, or college requesting the relationship or transaction. As such, during the administrative review the approving administrator should carefully review the agreement for commitments the department is required to provide or elicit from other parties.

If during the performance of the contract, it becomes apparent that contract changes are required, the proposing department initiates a revised contract proposal and processes the proposed contract using the procedure in this section. Such changes might include:

  • Extending the time of performance;
  • Changing the scope; or
  • Changing costs.

2.6       Contract Management

The proposing department is responsible for management of the contracts it enters or that are entered on its behalf.  For purposes of this policy, contract management includes:

  • Managing the relationship with the other party;
  • Monitoring contract performance; and
  • Tracking contract renewal schedules.

2.7       Invoicing and Payment

The proposing department is responsible for receiving and reviewing invoices for any contract payments (see UPPM 70.16) and then working with Payment Services to ensure payment is made in accordance with University policy.

The department administering accounts receivable is responsible for following University and state of Washington regulations for documenting monies owed to and monies received by the University (see UPPM 30.56) in coordination with the Bursar’s Office.

2.8       Contract Close Out

The proposing department is responsible for ensuring the completion of all contract close-out tasks, in accordance with the terms of the contract. These tasks may include:

  • Notification to parties and stakeholders of contract termination;
  • Wind down of activities associated with the contract;
  • Verification that all deliverables have been satisfactorily completed;
  • Disposition of any assets;
  • Collection, proper storage, and retention of documentation; and
  • Reconciliation of financial matters, including:
    • Expenses;
    • Final invoicing; and
    • Payment.

3.0    Problem Resolution and Resources

The proposing department should seek assistance promptly from Procurement and Contract Services when resolving contract problems. If the resolution results in a change in terms and/or conditions, a new or amended contract must be processed using the procedures in this policy.

If the problem involves litigation or potential litigation, Procurement and Contract Services seeks the assistance of the Attorney General’s Office.

4.0    Records

The University official who signs a contract as a contract delegate is responsible for making sure that:

  • Correct and complete information is entered into Workday for each business process within that official’s security role; and
  • The fully executed contract is uploaded to Workday at the end of the contracting process.

Other important documentation regarding the contract must also be retained, in accordance with the University’s records retention schedules. (See the Records Retention and Disposition website and UPPM 90.01).

In the event of a public records request for the contract, the contract delegate is responsible for providing the contract to the Public Records Office.

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Revisions:  Jan. 2026 (Rev. 650 – NEW).