Contract Approval and Signatory Authority Policy

The purpose of this policy is to specify the signing authorities (Schedule A) required for Contracts to be executed on behalf of the University.

This policy applies to all Contracts to which the University is a party or that create an obligation on the University.  It applies to all faculty and staff.

Ensuring only those University employees with appropriate approval and accountability are authorized to approve transactions is an important part of the University’s commitment to the responsible stewardship of University resources.

Generally, NO person is authorized to sign/approve a document unless the authority to do so has been formally assigned, according to the current policy or through delegation.

While authority and responsibility can be delegated, accountability cannot.  Signing authority responsibility must not be delegated without careful consideration and appropriate instruction.  The delegator is responsible for the supervision of employees to whom he or she has delegated authority and as such has full accountability for the transactions that individuals approve on his or her behalf.

The objective of this policy is to ensure that only those individuals with appropriate approval and accountability sign contracts on behalf of the University.

A delegation of signing authority:

• assigns the authority and responsibility to approve financial transactions;
• facilitates efficient decision-making and ensures that actions and decisions are taken by appropriate approval levels;
• ensures that transactions are executed as intended and in accordance with applicable law, regulations and University policy;
• maintains fiscal integrity and creates a sound internal control environment.

"Contract" means any written agreement, contract (including any renewal, extension or amendment of an existing contract), subcontract, letter of intent, memorandum of understanding, memorandum of agreement, legal actions, memorandum of settlement, minutes of settlement, academic agreement, non-disclosure agreement, affiliation agreement, material transfer agreement, articulation agreement, employment contract, gift agreement, lease, license, purchase order, deed, transfer, instrument, assignment, obligation, certificate or other document, which include provisions of which may be binding upon the University.

“Sponsored Programs Agreement” means a Contract for services or products to be provided by University faculty, staff or students to support programs contracted or sponsored through external funding sources.  For the purposes of signature authority, all agreements for externally sponsored projects, whether identified as research or other activities (e.g. public service, instruction) must be signed by the Institutional Official.

“Academic Agreements” means all agreements with other institutions or agencies involving curricular offerings, instruction, delivery of instruction, admission of students, transferal of academic credit, support of students, or modifications of academic policy.

1. All contracts/agreements that are not on standard or previously approved forms must be reviewed by the Office of General Counsel before execution, unless other arrangements for internal or external legal review have been approved by General Counsel or the President.  The Office of Contract Services, Research and Sponsored Programs, or the Office of Technology Transfer will coordinate this review.
2. Only contracts/agreements signed by authorized individuals (see Schedule A) will bind the University.
3. The University is not bound by and does not recognize as binding any promise or obligation made by an unauthorized person.  Those signing external agreements or attempting to bind the University in any other means without first obtaining authority should take note that he or she, personally, may become subject to legal action including financial liability and may also be subject to University disciplinary action up to and including termination.
4. This policy does not apply to those signatures or approvals required for processes internal to the University (e.g., time sheets, journal entries, purchase requisitions, etc.).
5. ​A person with delegated authority must not sign any document or obligate the University to an agreement in which he or she may have a significant personal interest preventing objective analysis or may receive a personal advantage or benefit (see WWP 1107).  Transactions in this category will be treated as exceptions and must be thoroughly reviewed by appropriate individuals and/or compliance bodies to determine the institution’s best course of action.

9350.7.1 For Contracts other than Sponsored Programs and Academic Agreements

1. If the Contract has a value of less than $50,000 in the aggregate then it must be signed by one of the following:

• President, or delegate
• Vice President for Finance and Operations, or delegate
• Director of Business Services, or delegate
• Associate Director, Contract Services, or delegate
• Associate Director, Procurement Services, or delegate

2. If the Contract has a value of $50,000 in the aggregate but less than $ 250,000 in the aggregate then it must be signed by one of the following:

• President, or delegate
• Vice President for Finance and Operations, or delegate
• Director of Business Services, or delegate
• Associate Director, Contract Services, or delegate

3. If the Contract has a value of $ 250,000 in the aggregate but less than $500,000 in the aggregate then it must be signed by one of the following:

• President, or delegate
• Vice President for Finance and Operations, or delegate
• Director of Business Services

Note: The Board of Trustees must be notified of any such contract at the subsequent Board of Trustees meeting.

4. If the Contract has a value of $500,000 or more in the aggregate, it must be approved in advance by the Board of Trustees and signed by one of the following:

• President
• Vice President for Finance and Operations

9350.7.2 For all Academic Agreements

All academic agreements must be signed by one of the following:

• President, or delegate
• Provost, or delegate
  and
• Vice President for Finance and Operations, or delegate
  (when financial component exists)

Academic agreements include articulation agreements, MOUs with other institutions, fee waivers or reduced tuition.

 

9350.7.3 For all Sponsored Programs Agreements

All Sponsored Programs Agreements must be signed by one of the following:

• President, or delegate
• Vice President for Research

or

• Associate Vice President for Research (Institutional Official)

Note: The Board of Trustees must be notified of and ratify Sponsored Programs Agreements

 

9350.7.4 For all Lobbying Agreements

All Lobbying Agreements must be signed by one of the following:

• President
• Associate Vice President for Public Affairs