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Contract Signature Authority Policy


‚ÄčPurpose

This policy provides guidelines for the appropriate delegation of signature, approval authority and responsibilities for all contracts entered into by University of the Pacific. The proper authority for execution (i.e. signing) of binding contracts between the university and other persons or with external entities is mandatory to minimize financial, legal, operational, compliance-related risks to the institution.

Applicability/Responsibility

This policy applies to all Contracts, as that term is defined below, and to all University of the Pacific full-time or part-time employees (i.e., staff, faculty, administrative officers and student employees). Independent contractors and consultants do not have the authority to bind the institution.

This policy applies to all manner of indicating agreement, including handwritten signature, verbal agreement or electronically transmitted consent.

Definitions

TermDefinition
ContractAn agreement, regardless of form, between the university (acting in its own name or through any operating unit/school or agent) and one or more parties, or an instrument delivered by the university to another entity, intended to have binding legal effect.  Contracts may include, without limitation, letter agreements, memoranda of understanding, letters of intent, offers proposed for acceptance by the university or another party, purchase orders, and renewals or modifications of existing contracts. Contracts may have monetary value or not.  Contracts shall also include, for purposes of this Policy, renewals or modifications of existing contracts, certifications, filings and other instruments executed (i.e. signed) and delivered in connection with a contract or in connection with any legal or regulatory requirements.
Contract Signature AuthorityThe powers, delegated to and by the President pursuant to University Bylaws, to execute (i.e. sign) contracts and thereby legally bind the university.  Persons exercising signature authority must do so responsibly, and are accountable to act in a manner consistent with university strategy, mission and funding. It is the obligation of those holding signature authority to obtain all necessary internal approvals required under this Policy, other university policies and procedures, and any protocols of the applicable unit or school prior to seeking execution of a particular contract.

                                                                       

Policy Statement

The authority to execute contracts depends on the nature and complexity of the agreement, appropriate consultation with other units impacted by the agreement, the prior grant or delegation of appropriate signature authority, and the role of the signatory. 

This policy is supplemented by those procedures and accompanying forms specific to the nature of the activity.  For example, research grants and sponsored programs grants are also subject to the policies and procedures of the Office of Sponsored Programs; and charitable gift agreements are subject to the policies and procedures of the university Development Office.

Signature Authority

Only individuals with specific signature authority delegated in accordance with University of the Pacific's Bylaws and President's delegation of contract signature authority may sign a contract.(LINK TO: Delegated Contract Signature Authority Procedures)

Responsibilities

Individuals with contract signature authority must follow and maintain internal policies and procedures to secure the university's financial, legal, contractual, and other interests in relation to those transactions for which he or she is responsible.  These individuals must complete adequate review of proposed transactions before committing the university, and ensure that records of the contract are maintained in a manner consistent with university records retention policies. 

Specifically, individuals with contract signature authority are responsible for ensuring that:

  • The contract complies with all applicable laws and university policies and procedures, as well as sponsor, donor, or any other restrictions.
  • The resources (funding, personnel, facilities and space) required to fulfill the contractual commitment have been budgeted and are available. If resources are not available, the individual responsible for generating the contract must ensure in writing through the appropriate level (Provost or Vice President) that resources will be made available.
  • An assessment has been made of the likely impact of the transaction on other elements of the university and the broader community, and appropriate internal approvals have been sought and obtained pursuant to university policies and procedures, or the protocols of any university operating unit/school prior to seeking execution of a particular contract.

Compliance and Violations

Employees signing a contract in violation of this policy must understand that, in doing so, may be binding the University to certain obligations which can have significant consequences and monetary impact. 

An employee who signs a contractual commitment that he or she is not authorized to sign may, in certain circumstances, be held personally responsible for the costs associated with the commitment and/or other remedies, including disciplinary action.

The University retains the right not to recognize an agreement as binding against the University unless all signatories to the agreement have exercised proper contract signature authority.

Any employee who violates this policy or otherwise fails to comply with its provisions may be subject to disciplinary action, up to and including termination.

Contact Information

Questions regarding the review process or signature authority should be directed to Procurement at   Contracts@lists.pacific.edu .

 

About This Policy
Last Updated
1/29/2019
Original Issue Date
1/29/2019

Responsible Department
Business and Finance