Kansas State University

University Contracts

Chapter 3070

Revised February 29, 2016; September 1, 2022

Table of Contents

.010 Introduction

.020 Authorized Signatories

.030 KSU-146a Contractual Provisions Attachment

.040 Acquisition Contracts

.050 Non-Acquisition Contracts

.060 Risk Matrix Review

.070 Related Statutes, Regulations and Policies

.080 Questions

Related Materials

.100 University President Delegation of Contract Signature Authority Letter

.110 Contractual Provisions Attachment (form KSU-146a) (pdf)

.120 University Risk Matrix (pdf)

.010 Introduction

The Kansas Board of Regents has authorized state universities to enter into contracts, subject to policies of the Board, if the purpose of the contract is related to the operation, function or mission of the state university. All such contracts shall be in the name of the university; individual colleges, divisions and departments shall not enter into contracts. University contracts may be signed only by authorized university signatories. All university contracts are subject to review and approval as set in the Risk Matrix below, as well as any other applicable policies and procedures.

A "contract" means any agreement or promise, regardless of title or label, which claims or intends to obligate the University to any responsibility, including any action, payment, performance of services, or liability. Contracts can take many forms, including memoranda of understanding or agreement, purchase or sale agreements, rental agreements, employment or personal services agreements, licensing agreements, affiliation agreements, real estate transactions, exchange agreements, and so on. The term "contract" also includes any amendment or modification to a contract.

All contracts should be submitted through the university's Purchasing and Contract Services to organize, maintain, and track university contracts and corresponding obligations.

.020 Authorized Signatories

Only the President of the university and those university officers designated by the President, as certified to the General Counsel for the Board of Regents, are authorized to execute contracts on behalf of the University. View a current list of designated University signatories (pdf) and their areas of signature authority.

For acquisition contracts up to $9,999, the President has delegated limited signature authority to departments and other units. Only officially designated unit/departmental signatories whose names are on file with Purchasing and Contract Services and who have certified that they will abide by Purchasing and Contract Services' requirements may sign such contracts.

For acquisition contracts of $10,000 or more, the President has delegated signature authority as outlined in the designated University signatories (pdf) letter. For any contract which requires expenditures or transfers by the university of an amount greater than $1,000,000, excluding contracts directly related to a capital improvement project, the university must notify the Kansas Board of Regents President and CEO in writing.

.030 KSU-146a Contractual Provisions Attachment

The Contractual Provisions Attachment (form KSU-146a) (Attachment .110) (pdf) contains terms and conditions required in university and other state agency contracts, and is included in all university created contracts. When utilizing a contractor’s contract and/or terms and conditions, the KSU-146a must be incorporated by attaching it to the contract and including the following language (found in quotations at the top of the KSU-146a) therein:

"The provisions found in Contractual Provisions Attachment (form KSU-146a, rev. 3-24), which is attached hereto, are hereby incorporated in this contract and made a part hereof."

An authorized representative of each party to the agreement must initial or sign the attached KSU-146a.

.040 Acquisition Contracts

Acquisitioncontracts are contracts that obtain goods or services requiring the payment of funds to parties outside the university or its controlled corporations, regardless of the funding source (e.g. Foundation, grant, donor funds, etc.). Acquisition contracts must be obtained through Purchasing and Contract Services or by direct purchase in accordance with university purchasing procedures as outlined in PPM 6310.

.050 General Purchases

Non-acquisitioncontracts are contracts that do not acquire goods or services by payment to parties outside the university or its controlled corporations, but still obligate the university to do, or not do, something. Some types of non-acquisition contracts include:

a. Affiliation agreements: All contracts relating to the placement of University students at an organization for an experience necessary for course completion must be processed in accordance with University requirements. Contact the Office of General Counsel to request a template.

b. Agreements with professional organizations: Hosting agreements and other agreements involving the use of university resources by external entities must be processed as sponsored projects. For more information contact PreAward Services.

c. Contracts with other state agencies: Contracts with other state agencies must conform with Kansas Board of Regents policy concerning indirect cost reimbursement and other terms and conditions. See KBOR Policy Manual II.B.8.c (pdf), Contracts with Other State Agencies, Indirect Cost Reimbursement. For more information contact Purchasing and Contract Services.

d. Employment agreements: Employment agreements must be processed in accordance with the appropriate procedures and forms maintained by the Division of Human Resources. See PPM Chapter 4460, University Support Staff Employee Personnel Actions and PPM Chapter 4650, Unclassified Employee Personnel Actions. For more information contact Human Resources.

e. Internal university agreements: All agreements where one university unit agrees to provide services to another university unit. Such agreements can include the transfer of funds, and can be by, or between, university controlled corporations. Contact the Office of General Counsel to discuss such agreements and request a template.

f. International exchange and study abroad agreements: All agreements pertaining to international exchange students or programs or study abroad must be processed through the Office of International Programs. For more information contact Office of International Programs.

g. Land and real property transactions, inlcuding easements: All transactions for purchasing, selling, or conveying an interest (such as an easement) in university real estate are to be processed as required by PPM 7650, Land and Real Property Transactions. For more information contact the Vice President of University Operations for general questions and the Division of Facilities Planning for easement questions.

h. Non-disclosure agreements (NDA): An agreement with a party outside the university or its controlled corporation in which the parties agree not to disclose confidential information they have shared while doing business together. NDA’s are often required when reviewing and securing information technology services. For more information contact Purchasing and Contract Services.

i. Sponsored projects: Sponsored projects are generally agreements to provide goods or services using university facilities or the time and services of university faculty and/or staff; an agreement involving a materials transfer, the exchange of confidential information, the exchange of students, or teaming arrangements; or an agreement that generates revenue for the university in the form of an award or the like. See PPM Chapter 7010.015, Pre-Award Services, Differentiating Sponsored Projects from Fee for Service Activities and Gifts, for a detailed definition of "sponsored project." All contracts related to sponsored projects must be processed in accordance with PPM Chapter 7010, Pre-Award Services. For more information contact PreAward Services.

j. University intellectual property: Contracts that transfer any interest in university-held intellectual property subject to PPM 7095 (including but not limited to inter-institutional agreements, licenses, and revenue distribution agreements) are processed by K-State Innovation Partners in accordance with its applicable processes. For more information contact K-State Innovation Partners.

.060 Risk Matrix Review

All university contracts must be evaluated under the risk matrix (below) to determine the extent of legal, reputational, and other risk the contract poses and the corresponding appropriate degree of review. University departments and other units are generally responsible for the business terms of their contracts, e.g. contract length, price, and level of goods, services, or whatever else the contract secures.

*May require additional review by OGC. Contracts between the university and a sponsor, associated with a sponsored project (grant), should follow policies outlined in PPM 7010.

Units are responsible for working with the contractor to revise/edit the agreements in accordance with any recommended changes. In some cases, resubmission for final review/approval may be required.

Units should not negotiate directly with attorneys for the contractor. Any attorney who wishes to communicate directly with the university should be referred to the Office of General Counsel.

Terms used in the Risk Matrix are defined, in order of appearance, as:

a. Amount: Total amount university will spend over life of contract for all committed terms. (i.e. A three-year term contract totaling $9,500 per year has a "amount" of $28,500). Contracts with automatic renewal clauses should be based on the anticipated years the contract will be in place. Amounts includes all amounts the university is obligated to pay, regardless of where the funds are provided from (university, Foundation, external source, etc.).

b. Approved contract template or purchase order: Purchasing and Contract Services maintains previously reviewed and approved contract templates and purchase orders. Contract templates are available through consultation with Purchasing and Contract Services. A template must be completed in its entirety with no alteration made to contract terms. Any changes or alterations should be submitted through the CLM Tool for review prior to proceeding. For more information contact Purchasing and Contract Services.

c. Renewal: Renewing, extending, or amending an existing contract to increase the term of the contract without otherwise changing or altering the contract.

d. Term: Length of time contract is intended to last.

e. Contractor terms and conditions: Includes rules or conditions the contractor is requiring the university to accept. Read quotes and proposals from contractors closely. Some may imbed terms and conditions using links. All terms and conditions should be submitted through the CLM prior to engaging in business with the contractor.

f. IT software or integrated software: Use of any electronic and information technology goods or services.

g. Safety or security risk: Possibility of loss resulting from vulnerability, security, or safety if proper measures are not put in place. This may include, but is not limited to: insurance, environmental health and safety concerns, controlled substances, chemicals, specialized imported goods and equipment, etc.

h. International: Engaging in business or business transactions outside the U.S. or with foreign entities, which require the university to agree to specified terms or conditions.

i. Reputational risk: Potential social and/or financial risk adversely affecting the good name or standing of the university. Social risk matrix based on degree of potential exposure/coverage of risk, e.g. local (low), regional (medium), or national (high) media coverage.

.070 Related Statutes, Regulations and Policies

K.S.A. 76-721

KBOR Policy Manual II.D.11.iv, Contracts with Other State Agencies, Indirect Cost Reimbursement

PPM Chapter 4460, Classified Employee Personnel Actions

PPM Chapter 4650, Unclassified Employee Personnel Actions

PPM Chapter 6310, Purchasing Procedures

PPM Chapter 7010, Pre-Award Services

.080 Questions

Questions concerning this policy should be addressed to the Chief Financial Officer at (785) 532-6242, Purchasing and Contract Services at (785) 532-6214, Pre-Award Services at (785) 532-6804 or the Office of General Counsel at (785) 532-5730.