Contracts & Authority to Sign Regulation 109

I. Purpose

This regulation 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 regulation applies to all school contracts, whatever called, and other documents of purported legal effect, purporting to bind UNCSA, its employees, or its agents. This regulation 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,

14. contracts with lecturers, artists, performers, etc.; and,

15.  grants and sponsored research agreements

IV. Regulations

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 UNC System Office 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 regulation. 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 Vice Chancellor of Advancement 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 regulation.

2. Individuals who sign contracts purporting to bind UNCSA without authorization under this regulation 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.

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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 Executive Vice Chancellor and Provost. All procurement contracts over $10,000 and below $50,000; faculty contracts, exchange agreements, intellectual property agreements, and appointment letters; grants and sponsored research agreements; rental and license agreements; and all lease agreements.

B. Vice Chancellor of Advancement. 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 Vice Chancellor of Advancement'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. Associate Vice Chancellor and Chief Human Resources Officer. 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, Contracting, and Auxiliary Services. All procurement related contracts below $10,000; copier agreements; insurance agreements and renewals.

G. Associate Director of Purchasing. 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 regulation or its procedures, all school procurement contracts must be submitted to the Director of Purchasing, Contracting, and Auxiliary Services 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 Director of Purchasing, Contracting, and Auxiliary Services for initial review. The Director of Purchasing, Contracting, and Auxiliary Services will sign the Contract Routing Form and forward as required.

c. If the contract is over $100,000, the Director of Purchasing, Contracting, and Auxiliary Services will forward it to General Counsel for legal review. The General Counsel will sign the Contract Routing Form and forward as required.

d. If the contract is for IT related services, the Director of Purchasing, Contracting, and Auxiliary Services will forward it to the Chief Information Officer for review. The Chief Information Officer will sign the Contract Routing Form and forward as required.

e. All contracts will be routed through the Budget Office 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 Director of Purchasing, Contracting, and Auxiliary Services 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.