Contracts & Authority to Sign Policy #109

Policy #109 Approved: December 11, 2017
UNIVERSITY OF NORTH CAROLINA SCHOOL OF THE ARTS
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; Revised:  August 28, 2017;

Revised December 11, 2017

Related Policies: Conflicts of Interest (Employees) Policy #603;
Independent Contractor Policy # 306;
Purchasing Policy # 308
Responsible Offices: Chancellor
General Counsel
Effective Date: December 11, 2017
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.  Contract Creation and Review

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.

The Purchasing Office is responsible for reviewing the contract and the following:

1.  identifying and advising the initiating department and appropriate University officials of significant potential liability of risk.

2.  determining that the terms of the contract comply with Board of Trustees and UNCGA policies and applicable federal, state and local laws, rules and regulations.

The University official executing a contract is responsible for determining, prior to signing a contract, the following: 

1.  All appropriate reviews and approvals are documented.

B. 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, General Counsel, and Purchasing offices.

2. The Provost, Vice Chancellor for Finance and Administration, 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 and Purchasing office.

C. Template Agreements

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

2. Standard template agreements should be reviewed by the Purchasing office prior to use and reviewed annually for necessary changes.

D. 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.

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

F. 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.

G. 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

B. August 28, 2017 - Revised to clarify the role of the Purchasing Office in processing contracts.

C. December 11, 2017 - Revised to further clarify the contract creation and review process.


UNIVERSITY OF NORTH CAROLINA SCHOOL OF THE ARTS

Contracts & Authority to Sign Procedures

Procedure #109

I. Delegated Authority to Sign School Contracts

A. Vice Chancellor for Finance and Administration and Provost. All procurement contracts over $10,000 and below $50,000; 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. Associate Vice Provost and Dean of Students. Contracts and agreements below $2,500 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. Associate Vice Chancellor of Business Operations.  All procurement related contracts below $10,000; copier agreements; insurance agreements and renewals.

G. Director of Business Services. All Purchase Orders, requests and invitations for quotes, proposals and bids.

H. Associate Vice Chancellor of Facilities Management. All design, construction, repair, and renovation contracts.

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.)

C.  All contracts over $50,000.

III. Review, Routing, & Execution Procedures

A. Except as otherwise permitted in this policy or its procedures, all school procurement contracts must be submitted to the Associate Vice Chancellor of Business Operations' Office for review and approval prior to obtaining signatures for the contract. The following procedure shall be used:

a.  The initiating department will complete the Contract Routing Form and attach a copy to the original contract that requires review and execution.

b.  The Contract Routing Form and original contract will be forwarded to the Associate Vice Chancellor of Business Operations for initial review. The Associate Vice Chancellor of Business Operations will sign the Contract Routing Form and forward as required.

c.  If the contract is over $100,000, the Associate Vice Chancellor of Business Operations will forward it to Legal Counsel for review. The Legal Counsel will sign the Contract Routing Form and forward as required.

d.  If the contract is for IT related services, the Associate Vice Chancellor of Business Operations will forward it to the Chief Technology Officer for review. The Chief Technology Officer will sign the Contract Routing Form and forward as required.

e.  All contracts will be routed through Budget and reviewed for fund availability. The Director of Budget will sign the Contract Routing Form and forward as required.

f.  Once all reviews have been completed, the Associate Vice Chancellor of Business Operations will execute the contract (if under $10,000) or will forward to the appropriate individual for execution.

g.  Once executed, the contract will be returned to the initiating department.

B.  If a person with signature authority is involved in the initial contracting process, or the contract is housed in their department, they cannot execute the final contract. Another individual with signature authority will need to execute the contract.

C. A Purchase Order should be keyed prior to the date of service listed on the contract in order to encumber the funds to support the payment of a procurement contract. In most cases, the UNCSA Purchase Order is our binding contract with the vendor.