Procurement and Contract Services Policy & Procedures Manual
Section 400: Contracts
401-001: Contracts Outside PaCS Purview:
The purchase and contract responsibilities under PaCS purview do not include authority for processes managed by Real Property and Leasing, Inventory Control, Human Resources, Risk Management, Research Office, Office of Sponsored Programs, Technology Transfer, University Advancement or authority not allowed under ORS or OSU Standard 580-042.
401-002: Contract Form
In order to acquire goods or services, the parties should enter into some form of a written contract regardless of the dollar value. Written contracts may be in a variety of forms including but not limited to: Purchase Orders, Personal Services Contracts, Use Agreements, and Rental Agreements. Contracts do not need to be labeled as such to be legally binding as interpretation is typically based on the content. There are different types of instruments used to formalize the obligations and expectations of the parties.
401-003: Oral Contracts
Oral contracts are not an acceptable form of contract and are not binding on the University.
401-004: Contracting in Good Faith
OSU contracts in good faith. It is our obligation to ensure that OSU contracts are enforceable, legal, fair, and represent terms and conditions under which OSU can agree. ORS, OAR and the Oregon Constitution contain certain restrictions which can obstruct or limit our ability to enter into agreements. A contract must accurately represent the obligations, expectations and the time in which the contract is valid.
401-005: Independent Contractor
Contracts may only be issued to individuals that qualify as Independent Contractors. An evaluation of the relationship between an individual and the University must be examined before determining independent contractor status. Facts that provide evidence of independent contractor status fall into three categories: Behavioral, Financial and the Relationship of the Parties. The degree of importance of each category varies depending on the type of work and individual circumstances. An Independent Contractor Determination form must be completed whenever the university is contracting with an individual whether by PSC or other form of contract.
401-006: OSU as a Contractor
OSU may perform work as a Contractor to other entities only under certain conditions; the work must be consistent with OSU’s mission. Office of Sponsored Programs and Procurement both execute contracts on behalf of the University where the University acts as the contractor. To determine whether PaCS or the Office of Sponsored Programs would handle the contract, refer to the Contract Type Characteristics matrix at http://research.oregonstate.edu/osp/testing-agreements.
401-007: Non-Negotiable Public Contracts
Online click-through agreements for which the supplier will not negotiate and requires a user to click-through indicating user’s acceptance are considered non-negotiable click-through agreements. When a department has need to enter into a non-negotiable click-through agreement for OSU business requirements, and where the anticipated dollar value is under the competitive purchasing threshold, the user or department’s authorized representative (the “Department Representative”) is authorized to click-through the agreement and accept the terms and conditions.
The Department Representative will calculate the anticipated dollar value of the agreement, based on the Department Representative’s intended usage at the time, and ensure it does not exceed the competitive purchasing threshold. Dollar value’s exceeding the competitive purchasing threshold will be sent to PCMM for review and processing.
The Department Representative shall read through all terms and conditions associated with the non-negotiable click-through agreement. The Department Representative is not authorized to agree to terms and conditions that require compliance of areas outside of the departments control. (e.g. agree that OSU as a whole is subject to the agreement, commit students to specific actions, agree that other departments or entities will take an action or have obligations under the agreement, etc…)
Department Representatives are not authorized to consent to federal jurisdiction or otherwise waive eleventh amendment immunity rights.