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Entering Into Contracts Policy


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Purpose

The university enters into contracts with third parties that involve a wide array of activities, including goods and services, consulting, maintenance, supplies, performances, real estate acquisitions/sale/lease, facility use, construction, gifts, research, intellectual property, publications, and academic affiliations, among others.

Contracts can take many forms, including emails and letters, as well as more formal written agreements, such as leases, licenses, grants, memoranda of understanding or letters of intent. This policy sets forth the protocol that members of the University community must follow before entering into contractual agreements that are intended to be binding upon the university.

The policy and associated documents promote individual and unit compliance with laws and regulations that apply to the university's contracts; and serves to avoid exposure to an unreasonable risk to the university's reputation, mission, or funds.

Applicability

The scope of this policy encompasses any type of contract that obligates any individual (on behalf of the university) or part of the university to provide or receive payment, services, goods, gifts or use of university property, facilities or other resources, to or from a third party, whether or not there is an exchange of funds.  This policy applies to all university employees, including all faculty, staff and student employees.

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

This Policy is designed to:

  • Ensure best practices in the administration of Pacific's financial and physical assets through a consistent, university-wide framework of contract review, approval, and signing, as well as the maintenance of contract files;
  • Provide clarity of authority roles and responsibilities so business units can manage their respective areas of responsibilities in an effective, efficient and transparent manner;
  • Ensure all contracts undergo authorized review and approval prior to execution;
  • Provide for consistent accountability and reporting across the university. 

Signature Authority

Only individuals with specific signature authority delegated in accordance with University of the Pacific's Bylaws and the President's Delegations of Signature Authority (add link) may sign a contract.  Prior to a contract's presentation for signature, review may include recommendations and/or mandatory approvals by identified persons in the university. 

A contract may not be divided into two or more smaller contracts, or a lower level of documentation (e.g., bids, estimates, invoices), to reduce the level of required signature authority.

 

Advance Review and Approval by Relevant Department(s) and Subject Matter Experts

 

All contracts must be reviewed in advance by the department or unit that will be the primary contracting party or sole source of funding and/or primary point of contact for the outside third party, as well as any other department(s) or unit that will need to provide technical support, facilities, services, or personnel to carry out the university's obligations under the contract.  Subject matter experts may be identified whose review and consultation may also be mandatory.

Non-standard contracts, that is contracts that are not in the university standard template or amendments to university standard contracts, must be reviewed and approved by appropriate subject matter experts.   For example, contracts involving technology purchases must be reviewed by Pacific Technology.

Legal Counsel

All legal counsel representation relationships on behalf of the university are the responsibility of the General Counsel, and all legal counsel representation must be approved in advance by the General Counsel. For additional information see Legal Counsel Review.

Conflicts of Interest

University employees may not commit to or approve transactions on behalf of or for the benefit of themselves or their relatives or close associates. All transactions that may present such a conflict of interest or the perception of such a conflict require appropriate disclosure and resolution of the issue in a manner consistent with the university's  conflict of interest policies [Link]. Any university employee who is involved in any way in the contract administration process (e.g. selecting the third party with whom the university will contract, negotiating the terms and conditions of the contract, carrying out the university's responsibilities under the contract, interacting with the third party as a representative of the university, or completing the process of entering into a contract) must act in a manner consistent with the university's conflict of interest policies.  If the transaction is approved after disclosure, appropriate signature by another authorized person is required, of the next higher authority level.

Record Retention

The university official executing (i.e. signing) the contract is responsible for maintaining the original fully-executed contract, including all attachments, in a manner consistent with the university's policies.

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

The university reserves 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 .

 

Related Information

ItemDescription

University Links

Entering into Contracts Policy

Forms

Delegation of Contracts Signature Authority Form 

Procedures 

 

Delegated Contract Signature Authority Procedures

 

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

Responsible Department
Business and Finance