Question 1: Who sends the executed agreement to the vendor?
Question 2: When is the Purchasing Department involved in the contract process?
Question 3: What is a contract?
Question 4: Who can sign a contract on behalf of Western Michigan University?
Question 5: May I sign contracts if I have authority to sign for pro-card purchases and on-purchase requisitions?
Question 6: Which party has to sign the agreement first – the vendor or WMU?
Question 7: What happens if someone signs a contract but they do not have authority from the Board of Trustees or are not listed on the Authority to Sign list?
Question 8: When does a contract have to go through the Contract Review Process?
Question 9: Is there someone who can walk me through how to take recommendations from the Office of General Counsel (OGC) back to the vendor to ask for changes?
Question 10: What should I do if the other party will not agree to contract wording change requests from OGC?
Question 11: The vendor provided a Master Service Agreement, Terms and Conditions, etc., without a signature line. Does this need to be reviewed by Business Services and Legal?
Question 12: Why is purchasing not involved in contracts below $5,000?
Question 13: Do contracts under $5000 need to go through the Contract Review Process?
Question 14: After I submit my contract through the Contract Review Checklist, how can I check on the status?
Question 15: How long does contract review take?
Question 16: Why am I told not to forward an email from the Office of General Counsel outside of the university?
Question 17: Where can I learn the meaning of terms and phrases in my contract?
Question 18: Who should complete the Contract Review Checklist?
Question 19: Does my purchase and its contract need to go through IT review, too? How do I know?
Question 20: What is Business Services' involvement in the contract process?
Question 21: When is the Office of General Counsel involved in the contract process?
Question 22: How is the vendor paid under a contract?
Question 23: What documents should I submit with the contract for review?
Question 24: May I cancel a contract?
Question 25: May I cancel an Independent Contract agreement (IC)?
Answer 1: The Purchasing Department should receive the executed agreement from the department, and will send the vendor the signed agreement as well as a finalized purchase order or vendor contract. Purchasing cannot send a purchase order or contract along without an executed contract.
Answer 2: When the contract involves the purchase of a good or service over the $5,000 bid limit. Purchasing should be involved up front, prior to award and contract execution.
Answer 3: An offer + acceptance + consideration = A Binding Promise
1. Terms and Conditions
2. Affiliation Agreement
3. Letter of Intent
4. Software Agreement
5. SLA (Service Level Agreement)
6. MSA (Master Services Agreement)
7. SOW (Statement of Work)
8. Non Disclosure Agreement (NDA)
Answer 4: The President, Treasurer and the Assistant Treasurer or those specifically designated IN WRITING via the Treasurer. For more information see Authority to Sign Agreements.
Answer 5: No. Contract authority is different from budget authority. Budget authority allows you to commit funds from a fund/cost center. Contract authority is legal authority to bind the university in an agreement.
Answer 6: For legal purposes, it does not matter which party signs first. However, past experience may make a difference.
Answer 7: The signer could be held personally liable for the contract terms and could face disciplinary action.
Answer 8: All contracts (see the list in #3 above) that bind the University to terms and conditions must go through the Contract Review Process.
Answer 9: Yes. Please contact a member of the OGC at 387-1900.
Answer 10: Notify OGC and/or Business Services. They will work with you to determine the risks associated with this agreement and next steps.
Answer 11: Yes. The document probably states elsewhere that by purchasing this item or services, the buyer (WMU) has agreed to the terms and conditions, even without a signature.
Answer 12: Per the University’s bid policy, departments have authority to purchase under $5,000 so the Purchasing Department does not need to be involved in purchases under this amount.
Answer 13: Yes. Contracts are binding, regardless of the dollar value. The University must assess the risks involved in any contract.
Answer 14: After submitting your contract, you will get an email notification that your contract review checklist was submitted. If you have not heard a response after three weeks, contact Business Services.
Answer 15: Initial contract review could take up to three weeks. If there are legal or insurance recommendations, the negotiation could take longer depending on the complexity of the contract and the interaction with the vendor.
Answer 16: Internal communications that contain legal advice are subject to the attorney-client privilege. If you send that legal advice outside of the university, you waive the privilege not only on the e-mail you sent, but possibly for all future communications regarding that contract.
Answer 17: Refer to the glossary on the /contracts Useful Resources page. If you still have questions, contact the Office of General Counsel.
Answer 18: The primary WMU user of the product or service who understands what is being purchased. This person should read and understand the contract terms prior to submitting for review. It is this person's name who should be included as the "contact information" on the checklist.
Answer 19: Maybe. All purchases related to IT products and/or services must go through the OIT Product Review (note: link “Product Review” to https://wmich.edu/it/productreview). Business Services and Legal will not contract review documentation and Purchasing will not issue a purchase order or contract until the product is approved by IT. Note that this process is a separate process from IT involvement in any RFP or RFQ specification review and feedback during the procurement process.
Answer 20: Business Services approves contracts for insurance and institutional risk and executes agreements up to $500,000. The Associate Vice President or Vice President of the Office of Business and Finance Contracts approves above $500,000.
Answer 21: OGC reviews all contracts to assess legal risk to the university, unless the agreement is on a General Counsel-approved template.
Answer 22: For contracts less than $5,000, a department may pay with a procurement card. For contracts over $5,000, the payment will be made as follows:
a. For purchase orders, the invoice will be sent to Accounts Payable, who will confirm the receipt against the invoice and issue a check.
b. For vendor contracts, invoices are sent to the department contact listed on the vendor contract. The department must confirm the goods or services have been received (“OK to PAY”). The department completes a voucher that gives specifics of the contract to Accounts Payable. The invoice and voucher are forwarded to Accounts Payable for payment.
Answer 23: Submit any documents that are referenced in the underlying agreement. These may be links to other agreements. The vendor should supply all related documents to you.
Answer 24: Usually. Most contracts may be cancelled according to the terms of the agreement. Find the original agreement and locate the section addressing Term and Termination. Contact the University party that signed the document to discuss further.
Answer 25: Yes. If you are in the middle of an active agreement, you may send a letter to the IC informing them you no longer wish to use their services. The letter must be signed according to the authority to sign policy.