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Contracts & Authority to Sign Policy #109

Policy #109 Approved: February 17, 2011
Contracts & Authority to Sign Policy
Policy #109
Source of Authority: N.C.G.S. § 14-234;
N.C.G.S. § 116-34(a);
UNC Code § 502(A)
Revision Authority: Chancellor
History: First Issued: February 17, 2011
Related Policies: Conflicts of Interest (Employees) Policy #603;
Independent Contractor Policy # 306;
Purchasing Policy # 308
Responsible Offices: Chancellor
General Counsel
Effective Date: February 17, 2011
PDF: Policy #109

I. Purpose

This policy establishes general guidelines for the creation, review, and signature authority for contracts at UNCSA. It also addresses signature authority for other documents which may or may not technically be contracts but which may purport to establish legal obligations on the part of UNCSA.

II. Scope

This policy applies to all school contracts, whatever called, and other documents of purported legal effect, purporting to bind UNCSA, its employees, or its agents. This policy does not apply to contracts purporting to bind The University of North Carolina School of the Arts Foundation or any other entity affiliated with UNCSA.

III. Definitions

A. “School Contract” means an agreement between UNCSA (“School”) and one or more other parties that is intended to bind the School and have legal effect. Examples of School contracts include, but are not limited to:

1. agreements for the purchase or rental of goods or services;

2. nondisclosure agreements;

3. faculty contracts;

4. agreements that set terms for acceptance for gifts;

5. a sale, lease, or donation of School goods or services;

6. liability waivers;

7. settlement of disputes;

8. licenses;

9. student or faculty exchange agreements;

10. memoranda/letters of understanding or cooperation;

11. contracts with hotels, convention centers or other facilities which require a written agreement;

12. instructional agreements;

13. assignment of the right of a person, group, or agency to use the School’s name, logo or resources; AND

14. contracts with lecturers, artist, performers, etc.

IV. Policy

A. The UNCSA employee or agent initiating the contract for the School is responsible for reading the contract entirely and determining that:

1. the contract language accurately reflects the purpose and all of the details of the agreement between the parties (e.g. price, term, date, place of performance, etc.);

2. the contract is in the best interest of the School; and

3. (s)he can ensure compliance with the obligations the School assumes pursuant to the contract.

B. Except as otherwise permitted by this policy or its associated procedures, all school contracts must be submitted to the General Counsel’s Office in conformance with the attached procedures before final execution by a UNCSA official. The General Counsel shall review the contract as to legal form and validity.

C. Authorized Signatures

1. Only the Chancellor or his/her designee has the authority to bind UNCSA by contract. The Chancellor’s delegations of authority are set forth in the procedures associated with this Policy. All delegations of signature authority must be in writing and filed with the Chancellor’s and the General Counsel’s offices.

2. The Provost, Chief Financial Officer, and Chief Advancement Officer may delegate signature authority for limited periods during absences from the office. All delegations should be for a limited time, must be in writing, and shall be filed in the delegating officer’s office.

D. Template Agreements

1. Departments should use standard template contract agreements whenever possible.

2. Standard template agreements should be reviewed by the General Counsel’s office on an annual basis to revise and update the agreements as necessary.

E. Retention of Contracts

1. The department or office out of which the school contract arose must retain an original fully executed contract for the period required by UNCSA’s Document Retention Policy.

2. Contracts may be signed in duplicate if the other party to the contract also desires an original.

F. Prohibited Clauses. In the event that a school contract contains a clause which is prohibited by law, that provision is void.

G. Unauthorized Contracts

1. Contracts signed by UNCSA employees or agents are not binding on UNCSA unless the individual who signed the contract has signatory authority pursuant to this policy.

2. Individuals who sign contracts purporting to bind UNCSA without authorization under this policy may be personally liable for the fees and obligations under the contract and may be subject to disciplinary action.

H. Conflicts of Interest. Pursuant to N.C.G.S. § 14-234, UNCSA employees may be subject to criminal liability if the employee receives a direct benefit from making, signing, or administering a university contract.

V. Revision History

A. February 17, 2011 – Adopted by Board of Trustees as part of UNCSA Policy Manual


Contracts & Authority to Sign Procedures

Procedure #109

I. Delegated Authority to Sign School Contracts

A. Chief Financial Officer and Provost. All school contracts over $500.00; faculty contracts, exchange agreements, intellectual property agreements, and appointment letters; rental and license agreements; and all lease agreements.

B. Chief Advancement Officer. All agreements relating to gifts to the State, bequests to the State, grant proposals relating to scholarships or endowed funds, and letters and other documents regarding personnel matters relating to employees in the Chief Advancement Officer’s division;

C. Dean of Students. Contracts and agreements for entertainment, professional services, and other activities funded by student fees; contracts relating to services provided by the Student Health Center.

D. Director of Human Resources. Letters and other documents regarding personnel matters.

E. Academic & Arts Deans. Professional Services Agreements (using the standard template agreement) for their respective schools with a total dollar amount of $500 or less which do not fall into any of the above categories (e.g., an agreement for a purchase of $500 or less, with no lease aspects, etc.).

F. Director of Purchasing. Purchase orders; requests and invitations for quotes, proposals and bids.

G. Director of Facilities Management. All design, construction, repair, and renovation contracts.

H. Chief Marketing Officer. All contracts and agreements related to the Stevens Center.

II. Signature Authority Retained by the Chancellor

A. Offer and appointment letters relating to positions directly reporting to the Chancellor.

B. Personnel actions which explicitly require action by the Chancellor (e.g., appeal of non-reappointment by a faculty member, final agency decisions in personnel appeals, etc.)

III. Review, Approval & Execution Procedures

A. Except as otherwise permitted in this policy or its procedures, all school contracts must be submitted to the General Counsel’s office for review and approval after negotiations are complete and the other parties have signed the agreement.

B. The General Counsel’s Office will review each school contract to ensure compliance with law and UNCSA & UNC policy; and to see that risk management concerns have been addressed.

C. The contract is then submitted to the authorized signing official for execution and returned to the originating department or office.