Contract Review Information for Faculty and Staff
CUA Contract Policies
|Contract Approval and Signature Authority
Note: If you have any doubts about contract use, please consult with Procurement or the Office of General Counsel regarding which contract would be best suited for your vendor.
Master Service Agreement*( updated 11-14-16)
Facilities Service Agreement (updated 11-14-16)
Independent Contractor Agreement with IP ownership retained by Contractor (updated 4-7-16)
Cover Instructions for GSA Speaker Contracts
Contract for GSA Speakers
Nursing Affiliation Agreement
Dufour Facility Use Agreement
You may print or copy these contracts from this Web page, and insert the requested information on the document.
Contract Review Procedures: Specifies process for different types of contracts, i.e. business, affiliation agreements, research, academic appointments, etc.
Summary of Correct Hiring Process
Please do not sign any contract unless you have been specifically granted signing authority by the President, Provost or VP for Finance and Treasurer.
Contract Review Process (including Independent Contractor agreements)
The CUA Board of Trustees has approved policies governing review and signature authority for all university contracts. The CUA Contract Approval and Signature Authority Policy addresses general rules on contracts, and sets forth who has signatory authority to sign a contract. The Grants and Contracts Policy deals with contracts in the context of externally funded research. A summary of how the hiring process works in general is set forth below.
All contracts (other than employee appointment forms) binding the university or any of its components must be reviewed by the Office of General Counsel (including hiring of workers as independent contractors, academic program related contracts and business contracts).
The Provost has the authority to execute contracts arising out of the normal academic operations of the university and this authority has been further delegated in writing to the Associate Provost for Research for execution of sponsored contracts.
The goal of the Office of General Counsel in all contract review is to provide timely service while assuring all agreements meet reasonable university requirements for legal compliance, good business practices and necessary insurance coverage.
No Independent Contractor agreement can be processed through the Office of the Vice President for Finance and Treasurer (e.g., through Accounts Payable, Business Services, Payroll or Human Resources) unless it has been approved by the General Counsel. Note, too, that no person should begin any work, whether on or off campus, as an independent contractor until a properly executed agreement has been approved by the General Counsel and the Business Services office.
To facilitate the contract review process, we recommend that you first contact the General Counsel to determine whether the proposed hiring arrangement is permissible under federal tax law and university policy. If the proposed arrangement is for an independent contractor, the General Counsel has developed the following form contracts that may be used. Please note that these form contracts are not appropriate for all situations. If questions, please call the Office of General Counsel.
If the contract needs to be routed to Procurement under the Contract and Signatory Authority Policy it should be accompanied by the Business Contract Routing Form. The contract will then be routed to The Office of General Counsel. An approval signature from OGC is required on the contract before it can proceed through any payment process. These forms will be updated from time to time, so please be sure to check back on this page, rather than simply downloading a the above forms and re-using.
If the contracting entity will have access to or retention of covered data as defined in the CUA Information Security Policy, then the GLB privacy addendum must be incorporated as part of the contract.
Please proceed with the hiring of workers with the following guidance in mind:
1. The Internal Revenue Service operates with a legal presumption that workers will be hired as employees. At CUA, forms for hiring employees include Part II forms, the Employee Data Form, the Appointment to Research Staff form and other common academic appointment forms such as faculty appointment, Lecturer, Adjunct Professor, Teaching Assistant and Research Assistant. No person can begin work as an employee without an approved form.
2. For workers who are to be hired as employees, either on a Part II and Employee Data Form or on an appointment form from the Provost's Office, managers should follow the procedures already in place for those forms. The form to be used for hiring a person as an employee and the classification of their position under the Fair Labor Standards Act (e.g., as an hourly employee or on a monthly basis) is determined by the Office of Human Resources. The Office of Sponsored Programs and Research Services processes research appointment forms for positions funded by outside contracts and grants.
3. For persons proposed to be hired as Independent Contractors (i.e., people who satisfy IRS guidelines and will have invoices for their hours worked processed through the Business Services/Accounts Payable area) the proposed contract must first be reviewed by the Office of General Counsel. This means review and approval before the individual begins any work for the university. Note that, pursuant to IRS rules, anyone who has recently been on the university's payroll as an employee or is currently an employee cannot ordinarily be approved to become an Independent Contractor. In such cases, a new assignment/position as an employee will be established by Human Resources or the Provost's office.
Where there is no potential conflict with status as an employee, the General Counsel's office will review the proposal in accordance with IRS guidelines and determine whether an Independent Contractor relationship is permissible. Each case must be individually reviewed. The IRS guidelines focus on facts which illustrate who controls the worker's performance, facts related to financial control and other facts defining the relationship of the parties. A list of questions used by the General Counsel's office to help determine whether to approve a particular proposed contract is online. Click here for the Twenty Question Test for Determining if Individuals serving the University are Employees or Independent Contractors customized for CUA by Thomas Arden Roha, Roha & Flaherty. Please also see the latest Department of Labor guidance on Independent Contractor Determination.
Q and A on Contract Process
Q: Who can sign contracts appointing students to positions, such as graduate assistantships?
A. Only someone who has signatory authority may sign a contract for employment. In the case of an employment contract in the academic arena, this would be the Provost, unless he has specifically delegated in writing such authority to another individual.
Q. Does a signature stamp count as a *real signature* for purposes of a contract?
A. If you had to go to court on a contract, you want the best evidence you could provide that a contract had actually been entered into between two parties. A real signature would be the best. A signature stamp is too easy to impeach. This is not to say that use of a signature stamp is never appropriate, but only that it should be used cautiously if the item being signed is an important document.
Q. What do I need to do to get a contract approved as quickly as possible?
A. Read the contract that is on your desk or computer, see if it is responsive to what you have requested, and fill in any blanks in the document. Then, if this is a business contract, use the routing form referenced above and send it on to Procurement. If OGC suggests edits, you would need to contact the vendor and discuss the edits. Make sure someone with signatory authority actually signs the contract. If you have questions, feel free to contact OGC at tel. 202-319-5142. Please try to give OGC/Procurement Services at least one week lead time on a contract. If the contract is a business contract, it will not speed things up to bypass Procurement and send it directly to OGC.
updated 11-14-16 updated