Policy Title | Contract Signing Authority Policy |
---|---|
Policy Category | Operational |
Policy Approval Date | May 18, 2015 |
Policies Superseded | None |
Responsible Office(s) | Office of General Counsel |
Related Policies | Contract Review and Approval Policy |
Frequency of Review | 5 Years |
Date of Next Review | December 2028 |
I. Scope
This Contract Signing Authority Policy (“Policy”) applies to any type of contractual agreement that obligates the University to provide or receive payments, services, goods, gifts or use of University property, facilities or other resources, to or from a vendor or third party. Each Contract is subject to this Policy regardless of whether it has been drafted by the University or a third party.
This Policy applies to all members of the University community.
II. Policy Statement
The University enters into contractual agreements each year with third parties that involve a wide array of activities. The purpose of this Policy is to establish the authority for the signature of Contracts on behalf of the University.
III. Policy
The University will only be bound by written Contracts to which the University is a party that (i) have been reviewed by the Office of General Counsel, (ii) have been administered in accordance with the Contract Review and Approval Policy, and (iii) 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.
A. Contract Signature Authority
Pursuant to the University’s governance documents, the President, as chief executive officer of the University, is authorized to enter into contracts involving the business and academic affairs between the University and a third party.
B. Delegation of Contract Signature Authority
By Resolution of the Board dated October 10, 2014, the President is permitted to delegate this responsibility to appropriate financial or academic University officials. Any person designated to serve as an interim University official has the full authority to sign as if they were not serving on an interim basis. Any University official holding delegated authority by the President shall have the authority to delegate to another party within their department and under their immediate supervision for the limited purpose of signing in their absence. Delegations of authority may also be made on a more permanent basis for certain kinds of contracts.
All delegations of signature authority shall be handled by the Office of General Counsel and a copy of the latest list of University Officials with delegated signature authority to the Procurement Office and the Finance Office. In addition, all delegations of signature authority must:
- be in writing and signed by the University official delegating the authority;
- be made to specific titles, not named individuals;
- be in accordance with the Signing Authority Delegation Chart (attached);
- state the scope of the delegation (e.g., specific type of Contract only, Contracts under a certain dollar amount, etc.); and
- be copied and maintained in the offices of both parties with a copy sent to the Office of General Counsel.
University officers or designees with Contract signature authority must exercise that authority in a manner consistent with the the Conflict of Interest Policy for Faculty, Staff, Independent Contractors, and Volunteers and the Conflict of Interest Policy for Trustees and Senior Administrators.
No officer or member of the University community may sign or otherwise execute a Contract that binds the University unless they have been delegated signature authority that has been documented in writing and is on file as set forth in this Policy. Contracts without documented signature authority may be deemed unenforceable and individuals in such circumstances may be personally liable for the obligations assumed under such Contracts and may be subject to disciplinary action up to and including termination of employment. The department chair, vice president, or other supervisor is responsible for communicating this Policy to all staff members and for enforcing its requirements.
All policies in conflict with this Policy are hereby superseded to the extent of such conflict.
IV. Definitions
Board means the Board of Trustees of Arcadia University.
Contract means any agreement between two or more parties that creates a legally binding obligation or right. 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. The types of documents that constitute Contracts include, but may not be limited to: academic agreements; affiliation agreements; agreements of sale; agreements with software consultants; SaaS agreements; agreements for computer hardware services; agreements for telecommunication services; agreements with temporary employment agencies; assignments; business agreements; construction contracts; contracts with vendors for purchase of materials, equipment, or services; deeds; financing agreements; independent contractor or service agreements; consultant agreements; leases; memoranda of understanding; memoranda of agreement; letter agreements; letters of intent click-through (or click-wrap) agreements or terms and conditions on a website; non-disclosure agreements; procurement agreements; license agreements; promises to pay; promissory notes; purchase orders; riders; amendments or addenda to existing Contracts; separation agreements; settlement agreements; and waivers.
President means the President of Arcadia University.
University refers to Arcadia University, its colleges, schools, affiliates, divisions, and subsidiaries.
V. Effective Date
This Policy is effective on the date that it is signed by the President.
VI. Date of Approval
October 23, 2019, revised November 15, 2023.
VII. Signing Authority Delegation Chart
Contract Value or Type | Signatories | Board of Trustee Action and/or Notes | |
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1. | $500,000.00 and up | President | All contracts over $500,000.00 must have advance BOT approval. |
2. | $100,000.00 to $499,999.99 | President OR Chief Financial Officer |
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3. | $1 to $99,999.99 | President Chief Financial Officer Vice President(s) with delegated signature authority (except real estate conveyances) |
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4. | Nonmonetary contracts including, but not limited to, Affiliation Agreements, Donor/Gift Agreements, Memoranda of Understanding (except real estate conveyances) | President Chief Financial Officer (fiscal) Provost (academic) |
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5. | Real estate related conveyances including, but not limited to, Agreements of Sale, Deeds, Leases, Easements, etc. | President Chief Financial Officer |
All real estate related contracts must have advance BOT approval and must be approved by the President if signed by the Chief Financial Officer. |