Contract Review Procedure

Effective 1/1/25:

Central Contract Review 

• Approval Process: All contracts/agreements, including independent contractor agreements, must be reviewed and approved by the Vice President for Business and Finance | CFO.  For clarity, this requirement applies to all contracts, agreements, binding agreements, scopes of work, memorandums of understanding, interagency agreements, independent contractor agreements, and invoices that include terms and conditions, etc. Please contact obf@spu.edu if you have upcoming contract needs, and please expect a minimum of a 1-2 week turnaround time for review/approval. 

• Adjunct Faculty:  The hiring of adjunct faculty are not part of this external contract review process. 

• Final Signatures: Once the VP of Business & Finance/CFO has reviewed and approved a contract, the area Vice President will sign the contract.  Only area area VPs can sign contracts.

For additional information and broader financial policies, please refer to these links: 

• Institutional Policy Wiki: Travel & Entertainment PolicyPreview  

• Finance Wiki: https://spu.atlassian.net/wiki/spaces/FO/pages/108658891  

• Updated Interim Purchasing Policy: https://spu.atlassian.net/wiki/spaces/FO/pages/166068236

• Contract Review Checklist: Contract Review Checklist

• Contract Review Checklist and Guide: Contract Review Checklist GuidePreview

Contract Review Steps

All contract (regardless of dollar amount) need to be reviewed and approved as a Requisition in Workday.

Step 1: Requisition (budget) approval in WORKDAY

For contracts with a financial component (SPU will be paying for goods/services):

• Submit Requisition in Workday to receive budget approval. Indicate that it is Contract-Related.

• In Workday:

  • Submit a Requisition.

    • Requisition Type: Choose Contract-Related.

    • Attach to the Requisition a copy of the contract/SOW/Terms and Conditions for OBF to review.

    • After your requisition has gone through budget review and approval, it will automatically be routed to OBF for review of contract and signature.

    • OBF will review contract. Once approved, OBF will inform requestor that it’s been approved (with approval notation at the top right of the contract) and that contract can now be signed by all parties. OBF can add in the fully signed contract to the Workday ticket. (If requestor adds in, it will require budget approvals again.)

    • Once fully signed contract is attached to the Requisition, OBF will approve and the Requisition Request is now complete. The Requisition will not be approved until the fully signed contract is attached in the Requisition.

  • All contracts (regardless of dollar amount) need to be reviewed and approved as a Requisition in Workday (choose Requisition Type: Contract-Related).

  • For more complex existing and new contracts (e.g., multiple year, multiple payments or installments on one contract, recurring payments, change orders, contract amendments, etc.), OBF may determine that it should be set up as a Supplier Contract in Workday. and all future payments would then be tied to that Supplier Contract through your new Requisition. If your contract includes any of these examples, please contact obf@spu.edu.

For contracts without a financial component (SPU will NOT be paying for goods/services) - skip Step 1.

• Examples: educational affiliation agreements, volunteer agreements, speakers/musicians performing at no charge.

• Contract needs to be approved by OBF but not through the Workday system. Please email obf@spu.edu if you have a contract that needs to be reviewed and approved.

• Once the VP of Business & Finance/CFO has reviewed and approved a contract, the area Vice President will sign the contract.  Only area area VPs can sign contracts.

• For more information on starting a contract, negotiating terms, and getting approvals, please see below.

• Email fully signed contract to obf@spu.edu.

Contract review steps once Requisition started in Workday:

Step 2: Review and Negotiate the Written Contract/Agreement

If you don’t already have a contract attached in the Workday ticket and need assistance with this step, contact obf@spu.edu. The SPU department seeking to enter into a contract should follow any applicable policies and procedures. 

• If you don’t have a contract yet, OBF will assist in generating a contract. A contract might come from the other party or might be a SPU generated contract.

• A contract could also be called “Agreement”, “Master Services Agreement”, “Statement of Work”, “Terms and Conditions” - all of these need to be reviewed and approved.

• Refer to the Checklist and Review Guide. A Contract Review Checklist and Contract Review Guide can answer questions and provide assistance. The checklist and review guide should never be shared with anyone outside of SPU.   

• Negotiate Changes. The SPU department entering the contract might need to request edits to the agreement. Depending on the circumstances, there may be multiple rounds of negotiation with the counterparty. It is usually most efficient to do the initial negotiation by exchanging written mark-ups of the contract.

Step 3:  Conduct Pre-Contract Review with Other Departments (if applicable)

SPU employees that want to enter a business contract on behalf of SPU should engage in pre-contact review that includes coordination with other SPU departments (e.g., Information Technology/Computer and Information Systems, Facilities, Human Resources, Safety and Security, etc.) Other SPU departments may need to review/approve the contract. The SPU department entering the contract should plan to allow for sufficient time for other departments to also review as needed.

• Human Resources

  • All Independent Contractor Agreements (ICAs) need to be reviewed and approved by the Assistant Vice President for Human Resources.

  • Consider Paid Worker Classification: any time an SPU department wants to make a payment to an individual for services, the payment arrangement must first be reviewed by the AVP for Human Resources for compliance. The SPU department should contact Human Resources at least 3 weeks prior to the intended start date of the proposed arrangement. This includes any time an SPU department wants to provide someone with a stipend, honorarium, gift card, or similar payment, as well as any time an SPU department wants to pay an individual to perform services for SPU.  

  • Conduct Volunteer Risk and Compliance Vetting: if an SPU department wants to have someone perform services for SPU on a volunteer basis (including by hosting an intern), the SPU department must first contact the AVP for Human Resources to discuss risk and compliance vetting. 

• Information Technology / Computer and Information Systems

  • Determine if there are any terms related to SPU technology: if the contract involves a service or product that interfaces with SPU technology systems, the Office of Information Technology (IT)/Computer and Information Systems (CIS) must review the contract and determine how the product/service fits within SPU’s broader technology resources as well as to determine whether the product/service requires IT’s time for implementation. IT must approve technology related terms prior to contract finalization.

  • Determine if there is any contract provision related to sensitive, private, or confidential information: IT must review all contracts that involves any sensitive, private, or confidential information of SPU or any SPU constituent.  See Data Policy to review regulatory and policy requirements.

  • See Purchasing New Systems, Enterprise Software Acquisition, and Cloud Computing Policy for details on turn around times and requirements.

• Facilities

  • Determine the use of facilities: if the contract involves the use, alteration, or modification of SPU buildings or facilities, then the Office of Facility and Project Management (FPM) must review the contract in advance.

  • Determine if the contract involves the use of hazardous substances: the storage, use, transportation, or other handling of hazardous substances could implicate health and safety compliance obligations. FPM must review in advance any contract that involves hazardous substances and provide approval prior to contract finalization.

• Events require an Events Checklist to be reviewed and signed off by Facilities and Safety and Security.

Step 4: Who Can Sign a Contract

Once the VP of Business & Finance/CFO has reviewed and approved a contract, the area Vice President will sign the contract. 

• When signing, the Vice President must meet the Signature Authority Thresholds.

• Students are not permitted to sign contracts on behalf of SPU by themselves. In some cases a student may sign a contract along with an authorized SPU employee to show that the student has reviewed the contract, but the student's signature cannot bind SPU by itself.

• For educational affiliation agreements, typically SPU has both the area Dean and the Vice President for Academic Affairs to sign on behalf of SPU.

• How to sign: contracts may be signed by hand, or electronically by using Adobe Sign or DocuSign. 

• Date of contract: The contract review, negotiation, and signature process should be completed before services begin under a contract. 

Step #5:  Finalize and Sign the Contract

After negotiation has been completed and Vice President for Business and Finance has approved the contract, the contract may be signed by area Vice President and the other party. 

• After a contract is fully signed,

  • Contract with a financial component: Attach the fully signed contract to the Workday ticket. Requisition will not be approved without a fully signed contract.

  • Contract without a financial component: Email copy to the Office of Business and Finance (obf@spu.edu). Be sure to include all contract terms (e.g., exhibits, cross-referenced/linked terms, appendices). OBF maintains an electronic database of business and academic contracts that involve SPU. Individual departments may want to keep copies of their own contracts as well.

Additional Steps

• Some contract terms created greater risk to the university than others and therefore require external legal counsel.

• If applicable, if the contract requires a certificate of insurance (COI) from SPU or SPU is requiring a COI, please contact obf@spu.edu.

• IRS Form W-9 or W-8 should be submitted to the https://spu.atlassian.net/servicedesk/customer/portal/139 and not sent to OBF. If you have received a W-9 or W-8 via email that contains private and protected information (e.g. Social Security Number), please delete from your email.

  • If a payee is not a U.S. individual or entity, then they will be required to complete an IRS Form W-8, and possibly also an additional form provided by Business Office attesting that income is not earned within the United States.

• Finance Office Policies: The SPU department requesting payment should follow all applicable policies for requesting payment (see the Accounts Payable site). The SPU department entering into the contract should plan to allow adequate time for the Finance Office to process payment requests.  

Grant Related Contracts

This contract review policy does not apply to grant documents. Grant documents are reviewed by the Office of Sponsored Programs. It is recommended that Finance Office staff keep in mind the issues described in the Business Contract Review Guide when reviewing grants in case any issues described in that guide arise in grant agreements. Contact the Office of Sponsored Programs if applies to any use of grant funds by SPU for goods or services, grant awards or sub-awards.

Types of Contracts

In general, any agreement for the provision of goods or services, any arrangement that involves payment of money by SPU to another person or entity, and any other arrangement that is intended to identify legal obligations to SPU of an individual or entity, should be documented in a written agreement that is signed by both parties. In many cases, the person or entity with whom SPU is contracting will have their own form of written agreement. SPU also maintains templates and models of certain types of agreements (e.g., speaker agreements, performance agreements, independent contractor agreements).

• SPU Template: SPU maintains sample templates for many types of agreements. If you think a template could be useful for your situation, please contact the Office of Business and Finance at obf@spu.edu.

• Counterparty Template: In many situations, other parties will have their own form of contract. If a counterparty proposes their own form of contract template, the contract terms should be reviewed pursuant to this process.

• Draft from Scratch: If neither party has a template to serve as a starting point for a contract negotiation, please contact the Office of Business and Finance at obf@spu.edu to discuss whether outside legal counsel should assist with drafting an agreement or whether the SPU department should prepare its own written agreement.

• Exceptions to Written Contract Requirement: While signed written contracts are generally required in the circumstances described above, exceptions can be granted to this requirement by the Vice President for Business and Finance (VPBF). If an SPU department wants to request an exception, they should make the request by sending an email to obf@spu.edu at the start of any negotiations, and before any goods or services have been rendered.

Sample Contracts

Reach out to obf@spu.edu for more information.  

1. Facilities Project Contracts

2. Clinical Placement Affiliation Agreements/Educational Affiliation Agreements

3. Catering Agreement

4. Long-Form Generic Independent Contractor Agreement (generally used for projects that are more involved and/or more expensive)

5. Short-Form Generic Independent Contractor Agreement (e.g., for simple, one-time, smaller-amount engagements)

6. Speaker, DJ, and Performer Agreements

7. Collaborative, Generic MOUs with Non-US Schools

8. Waivers (for events, activities, trips, etc.)

9. Photo Consent and Release Form

10. Space rental Agreement

11. Special Services Agreement (this can be used when an SPU employee agrees to do additional work for additional pay beyond their normal job duties)

12. Transportation rider (to address liability/insurance terms in bus rental agreements)

13. Volunteer Agreement

14. Conference Services Facility Use Agreements

15. International Recruiter Agreement

16. Annual Faculty Contracts and Adjunct Contracts - these are processed by Human Resources

Insurance

Contact Business and Finance (obf@spu.edu) for insurance related needs or questions.

What is a certificate of insurance? Certificates of insurance are documents that provide evidence of insurance coverage.  They are similar to automobile insurance cards. 

How will I know if a certificate is needed? Usually, the contract counterparty will ask for it.  It is frequently a part of contract agreements between Seattle Pacific University and other parties, meaning it is a contractual obligation.

Why is a certificate of insurance important?  Certificates of insurance are important because they provide proof of financial resources to meet liability obligations that may arise. If a counterparty does not have insurance and an accident or injury occurs that is the fault of the counterparty, SPU and/or the people injured may not have any means of financial recourse. 

What does "additional insured" mean?  Contracts occasionally request one party, Party A, to name another party, Party B, as "additional insured."  This generally means that Party A's insurance policy will then cover Party B for any claims resulting from the contracted activity.

When will a certificate not be issued?  A certificate generally cannot be issued unless there is a contract. Also, a certificate can only reflect the liability insurance coverage that SPU possesses - if a contract specifies different insurance coverage, the contract may need to be revised or additional insurance may be necessary. 

​I have a certificate of insurance from another party. What do I do with it?  Send any certificates received from another person or company to obf@spu.edu.​​  You will be notified if anything further needs to be done.