Contract Review Procedures

Review Guide and Procedures: Contracts for Obtaining Goods and Services

Scroll to Step 2 for COLT Information

Overview

These guidelines and procedures apply to all University Contracts that do not constitute research agreements. All University contracts except employment contracts and independent contracts, must be submitted either through this webpage or -- if you have the appropriate training and approvals -- the Contract Organization and Lifecycle Tool (COLT) for review and approval.

As used in this Guide, a Contract is any agreement between WMU and an outside entity that creates mutual obligations enforceable by law. These include, but are not limited to, documents such as agreements, contracts, memoranda of understanding, purchase orders, end-user licensing agreements, service agreements, click-through agreements, other binding obligations for WMU such as the transfer of technology, non-disclosure agreements, agreements with international entities, and field placement agreements. Generally, documents with “Terms and Conditions” are Contracts for purposes of this definition.

All Contracts are open for negotiation until the Contract receives final approval from the Office of Business Services and/or the Office of Business and Finance. Unless specifically authorized in writing by the Board of Trustees, no member of the University faculty, staff, or student body is authorized to sign any Contract.

If you sign a Contract that has not been submitted in accordance with these procedures, you may be held personally liable for the terms of the Contract or subject to discipline.

For approximate submission and review timeframe, see Step 2, item 7. For information regarding specific Contract types, see Procedures for Specific Contracts, below (e.g., click-through agreements, software, renewals).

Step 1: Purchasing department requirements

Complete a purchase requisition form for Contracts involving the purchase of goods or services greater than $5,000. Purchases between $5,000 and $10,000 require three quotes to accompany the form and purchases over $10,000 must be competitively bid, with the exception of situations involving an approved sole source justification. See the University bid policy for further information. If you are unsure if your purchase fits this profile, please contact the Purchasing Department at wmu-purchasing@wmich.edu or (269) 387-8800.

Step 2: Unit Review

1. Complete any necessary negotiations between the University and vendor; secure funding and unit approval; review all documents, exhibits, attachments, addenda, cross-referenced, and linked documents; submit through the contract review webpage or COLT.  To request COLT access, contact your VP Area COLT liaison.

   VP AREA	CONTACT
   Academic Affairs     HIGE     OIT	Cathy Smith (Provost Office) - primary Alice Movern: (HIGE) -primary; VPAA secondary Cristine Gaines (OIT) - primary; VPAA secondary
   Student Affairs	Pete Poggione, Nicole Kalmbach
   Athletics	Elizabeth Knips
   Office Research and Innovation	Denise Wheatley, Betty McKain
   Marketing and Strategic Communications	Jackie Michaels (Purchasing)
   President, Legislative Affairs, Advancement, Diversity and Inclusion	Jessica Swartz (Office of Legal Affairs, Risk and Compliance)
   Business and Finance	Michele Cole (Office of Legal Affairs, Risk and Compliance)

2. Obtain authorization/approval from your department or unit for all costs associated with the entire term of the Contract. (For example, if a Contract is $5,000 a year, but the term of the Contract is five years, the total cost is $25,000.)

3. When creating the contract in webform or in COLT:

• Attach all Contracts and attachments in attachments section.  Request these documents in Microsoft Word. Make changes to the documents using Track Changes before submitting the Contract for review. If vendors will not provide Microsoft Word versions of the documents, convert what they have provided into a Word document.
• Complete all requested information.  Include any questions/issues you have regarding this contract. For example: whether another office on campus has a Contract for this same good or service; whether systemic changes may be required if this Contract is implemented (e.g., transitioning from one vendor to another; the need for dedicated IT resources to manage or maintain IT-based purchases such as hardware or software, etc.); or explain any actual or perceived Conflicts of Interest.
• As other individuals/departments review the documents, they may have additional questions and/or require more information in order to complete their review and/or approval.  If you submitted through COLT, respond to questions and requests directly through COLT.

Step 3a: Contract Review, Approval and Signing:

1. Submission timeline—The below demonstrates approximately how long it takes for a Contract to complete the review process. These time frames assume that we have received a complete submission package: the final contract; all attachments; all necessary approvals).

   1. Time	Action
      Day 1	Submit through webform or COLT.  Begin OIT review process (if necessary)
      Day 6	Begin purchasing review (if necessary)
      Day 11	Begin business services review
      Day 16	Begin legal review
      Day 20	Return to business services for signatures and final approval
      Day 25	Requested effective date

2. Business Services will work with the necessary departments to complete the reviews noted above.

3. If you submitted through COLT, use COLT communications center for all correspondence during the review process. You, on behalf of the requesting department, are responsible for contacting the vendor regarding any requested or required changes. This may also be done via COLT.  Once all parties agree to the terms, the Director of Business Services or another Board-delegated individual will sign the final the Contract.

4. If you submitted through COLT, use COLT to request eSignature or upload a fully signed (executed) copy to the system. 

5. If the Contract is related to a purchase requisition, notify Purchasing either via e-mail or COLT.

Note: Even if you have signature authority, you must submit all non-WMU-template agreements for Business Services and Legal review. Business Services and Legal will work with you to create a template if you frequently see the same type of agreement. All templates should be submitted for re-review at least every five years.

Step 3b:  Contract Renewals

Contract renewals must go through this process unless:

• It has been less than five years since the contract was signed/reviewed last time.

                                                  AND

• There have been no changes to the terms of the agreement other than biographical information/pricing.

Step 4: Contract Management

Contract Management is critical. Contract management is the process that enables the parties to meet their obligations to deliver the objectives required from the finalized contract. It requires building a good working relationship with the vendor. The University does not have any legal obligation to continue working with a vendor if the vendor does not fulfill the terms of the contract or is otherwise unsatisfactory. Failure to properly manage the contract may result in missed savings, costly litigation, and broken relationships.

Once the Contract has been signed, assign a Contract Administrator to oversee it. This person should perform the following tasks:

• Notify

  • Be the point of contact for the contract;

  • Be knowledgeable about the contract’s specifications and terms;

  • Manage renewals, changes or updates to the contract.

• Monitor

  • Establish goals for performance;

  • Monitor for unacceptable performance;

  • Hold regular meetings with stakeholders and/or the vendor to review and discuss performance.

• Resolve

  • Keep records of any disputes and/or resolution;

  • Develop, document, and address action items as necessary.

Procedures for specific contract types

1. IT Products and Services Procurement (e.g., computer software, licenses, support services for software or licenses, access to WMU IT infrastructure, security, SaaS/Cloud, or any other online services): Follow the IT Product Review Process and receive OIT approval prior to submission through Goods & Services Contract Review Checklist.

2. Click-Through Agreements: A Click-Through Agreement is a type of agreement that requires a prospective licensee/user to click an “I accept” button (or equivalent) on a web page before you can purchase, license, or use the service. Any click-through agreement that downloads software, data, or other information into University systems must follow the IT Product Review Process (above) and be reviewed by Business Services. Additionally, any click-through agreement that has one or more of the following provisions must be submitted to Business Services for review:

   1. Mandatory arbitration;

   2. Choice of law or forum that is outside the State of Michigan unless you have a written statement from your Dean or Director stating that the Department accepts the potential costs of out-of-state litigation;

   3. A strict confidentiality requirement that does not have an exception for disclosures “required by law”;

   4. Indemnification language that is: one-sided (i.e., we indemnify them, but they do not indemnify us); holds a student individually liable; or that requires the University to pay litigation costs;

   5. A release of intellectual property rights to anything that WMU personnel create or improve;

   6. Language allowing the vendor to use our name or marks in any advertising, marketing, or publicity without first requiring WMU’s permission and approval; or

   7. Insurance limits and/or language.

3. Contract renewals: Contract renewals must still go through this process. Attach existing Contract to submittal.  (See Step 3b, above.)

4. Research Contracts: Electronically submit Research Contracts through COLT.  

5. Independent Contracts: See Forms section of Contract Review webpage for process and template agreements.

6. Affiliation Agreements: Electronically submit Affiliation Agreements either through the affiliation agreement webform or through COLT.

7. Contract review and signature EXCEPTION list.

                                                                      DOES MY CONTRACT NEED TO BE REVIEWED BY LEGAL?  

*When in doubt, contact OLARC. Forgiveness is not better than permission in this case.

If you have any questions regarding these procedures or the contract review process, contact Business Services at (269) 387-4825 or General Counsel at (269) 387-1900.