Contract Approval and Signature Authority Policy
|History:||Issued -- March 14, 2001|
|Revised -- October 4, 2011|
|Related Policies:||Procurement Policy; Procurement Card Policy; Employee Indemnification Policy; Record Retention Policy|
|Responsible Official:||Vice President for Finance and Treasurer tel. (202) 319-5606|
I. Policy Overview:
To conduct the University's functions of teaching, research, and service, it is sometimes necessary to enter into legally binding agreements (“contracts”) with other entities. The University will only be bound by written contracts to which the University or a subunit is formally a party, that have been reviewed and approved in accordance with this policy, and that have been executed by University officials who have specific contract signature authority. No officer or member of the University community has the authority to sign contracts on behalf of the University, or any program, department or division of the University, in the absence of a formal written delegation of authority. This policy describes the University’s contract review and approval requirements and the protocols for the delegation of signature authority. This policy applies to all members of the University community.
A. Contract means any agreement between two or more persons that creates a legally binding obligation to do or not to do a particular thing. A contract may or may not involve the payment of money. This policy applies to any document that obligates the University, irrespective of the terminology used to describe that document. Types of documents that constitute contracts include, but are not limited to: academic agreements; affiliation agreements; assignments; business agreements; material transfer agreements (MTA’s); memoranda of understanding (MOU’s); memoranda of agreement; non-disclosure agreements (NDA’s); promises to pay; promissory notes; purchase orders; riders or addenda to existing contracts; separation agreements; settlement agreements; and waivers.
B. Business Contract includes the following types of contracts: deeds; leases; construction agreements; agreements with software consultants, for computer hardware, or for telecommunication services; contracts with vendors for purchase of materials, equipment or services; procurement agreements; financing agreements; independent contractor/consultant agreements (except when part of a research contract); and agreements with temporary employment agencies.
C. Contract Initiator means the individual who proposes to enter into contract negotiations with a non-University individual or entity. Contract Initiators must be University employees who have undergone procurement training, and may not be students or student employees.
III. Policy Requirements:
Except where a specific, written exception applies, the following requirements apply to all contracts. If, after reviewing this policy, you are uncertain about the review and approval process or requirements for a particular type of contract, contact the Office of General Counsel at tel. (202) 319-5142.
A. Preliminary Review by Contract Initiator
Contract Initiators are responsible for conducting a preliminary review of proposed contracts. Prior to submitting a contract for required review and approval as described below, the Contract Initiator must read the entire contract to confirm that the contract:
1) is clear and consistent;
2) is complete and accurately reflects the intentions of the parties;
3) is consistent with University mission and is in the best interests of the University;
4) does not include a provision for assumption of sales tax by the University;
5) does not include a provision for automatic renewal of the contract (except in limited circumstances such as subscription services); and
6) does not contain requirements with which the University or a subunit cannot comply.
Contracts between student organizations or residence hall facilities and outside individuals or entities (such as bands, speakers, transportation companies, off-campus facilities, etc.) require a non-student Contract Initiator, as defined above. The Contract Initiator is responsible for the preliminary review of such contracts. The University will not assume liability for contracts entered into by student organizations or residence hall facilities that do not comply with this policy.
B. Administrative Review and Approval
Following preliminary review by the Contract Initiator, all contracts must undergo further administrative review and approval as set forth below:
1) Unless specifically noted otherwise, every contract must be sent to the Office of General Counsel for review.
2) All business contracts to be reviewed must be accompanied by a Business Contract Routing Form, available at http://counsel.cua.edu/cuaspecific/contractreview/.
3) Specific review and approval procedures for specific types of contracts are set forth in contracts procedures.
C. Contract Signature Authority
The Bylaws of the University specify that only the President is authorized to enter into contracts, deeds, or leases between the University and another party. The President, however, is permitted to delegate this responsibility to appropriate financial or academic University officials as follows:
Provost. The Provost has the authority to sign contracts arising out of the normal academic operations of the University. Also, the Provost may sign contracts for the President in the President’s absence.
Vice President for Finance and Treasurer. The Vice President for Finance and Treasurer has the authority to sign contracts, deeds or leases arising out of the normal business operations of the University.
Additional, limited delegations of contract signature authority may be made by the Provost and the Vice President of Finance and Treasurer. All delegations of signature authority must be in writing on the letterhead of the University official delegating authority (e.g. President, Provost, Vice President for Finance and Treasurer), must be signed by the delegating official and dated, and must indicate:
1) the specific types of contracts the individual is permitted to sign;
2) the dollar limit; and
3) the duration of time for which the delegation is effective.
Copies of all such written delegations must be provided to the Procurement Services Department and the Office of General Counsel for reference and filing.
NO OFFICER OR MEMBER OF THE UNIVERSITY COMMUNITY MAY SIGN OR OTHERWISE EXECUTE A CONTRACT THAT BINDS THE UNIVERSITY OR ITS SUBUNITS UNLESS HE/SHE HAS BEEN DELEGATED SIGNATURE AUTHORITY THAT HAS BEEN DOCUMENTED IN WRITING AND IS ON FILE AS SET FORTH IN THIS POLICY. CONTRACTS SIGNED BY OFFICERS OR EMPLOYEES WITHOUT DOCUMENTED SIGNATURE AUTHORITY MAY BE DEEMED VOID. INDIVIDUALS IN SUCH CIRCUMSTANCES MAY BE PERSONALLY LIABLE FOR THE OBLIGATIONS ASSUMED UNDER SUCH CONTRACTS PER THE UNIVERSITY’S EMPLOYEE INDEMNIFICATION POLICY, AND ARE SUBJECT TO DISCIPLINARY ACTION UP TO AND INCLUDING TERMINATION OF EMPLOYMENT.
Managers/supervisors are responsible for communicating this policy to all staff members and for enforcing its requirements.
D. Retention of Signed Contracts
Signed business contracts are to be maintained by the Procurement Services Department. Signed academic contracts are to be maintained by the Office of the Provost. Signed research contracts are to be maintained by the Office of the Associate Provost for Research. Signed employment contracts are to be maintained by the Office of Human Resources. All other signed contracts should be forwarded to the Office of General Counsel for retention. All signed contracts must be maintained for the period required by applicable law in accordance with the University’s Record Retention Policy.