Contracts Administration Policy Q&A
1. Why do we need a Contracts Administration Policy?
A: So that we can consistently keep track of what institutional obligations W&L is taking on by designating those employees who have authority to bind W&L contractually and by providing for systematic review of contract terms that may create unacceptable financial, legal, or operational risks or otherwise create unintended obligations that are not in the best interests of the University, its faculty, staff, and students.
2. What "contracts" are covered?
A: All agreements (including those that may have been made verbally in the past) that obligate W&L to provide payment, services, goods, or use of University property, facilities or other resources to a third party.
3. Why should agreements always be in writing?
A: So that there is a record of the specific responsibilities and rights of W&L and other parties to the agreement. Otherwise questions can arise as to who is required to do what, when, where, and how much W&L is to pay. In addition, certain types of agreements cannot be legally enforced unless they are written and signed.
4. What contracts should be sent to the Office of General Counsel for review before they are signed?
A: All contracts except a form contract that OGC developed or previously approved.
5. When and how should I send a contract to the Office of General Counsel for review?
A: As soon as you have a proposed contract or if you're fairly certain you'll be entering into an arrangement for goods, services, or facilities with another party and need a contract, contact Associate General Counsel DaQuana Carter at dcarter2@wlu.edu. Please allow enough lead time for drafting, editing and further negotiations (if needed) before any deadline. Send all documents electronically as email attachments in Microsoft Word format, and include all documents that are cross-referenced or attached to the main contract.
6. Who else might need to review a contract?
A: Any department that will need to provide technical support, facilities, or personnel to fulfill W&L's obligations should review and approve the contract before it is signed. For example, a software contract should be reviewed by ITS to determine whether W&L can support the software; a private or federal grants contract should be reviewed by Corporations and Foundations so they may coordinate with the affected faculty/staff; a contract for use of W&L property/facilities should be reviewed by Facilities Management, etc.
7. Who can sign on behalf of the University?
A: Only those with specifically delegated authority can sign. SEE Delegation of Contracting Authority (hot link).
8. What if I've signed contracts in the past - can I keep signing?
A: Not unless a written delegation has been provided to the Office of General Counsel. SEE Delegation of Contracting Authority (hot link) to determine if you have continued signing authority.
9. What if I sign a contract without authority or enter into a verbal agreement?
A: The University may decline to recognize an unauthorized contract as binding against W&L. You could be personally liable for fulfilling the agreement if the other party tries to enforce it.
10. Who should keep the original and copies of the contract when it has been signed by all parties, and for how long?
A: All fully-signed original contracts (including leases and purchase orders) should be promptly provided to the Business Office for purposes of record keeping, audit reporting, and payment. The University official who signs the contract should also maintain a copy, as well as anyone who any responsibilities or obligations under the contract.
11. If I decide to terminate a contract before it expires or not to renew a contract at the end of its term, do I need to consult anyone before doing so?
A: Yes. Contact the Office of General Counsel to review termination/non-renewal provisions in advance. This will ensure that the University complies with all contract requirements for termination/non-renewal and avoids liability related to the termination/non-renewal.