Contractual and Signature Authority 5.2-13

Introduction/Purpose:

This policy outlines the University’s authorizations and procedures for entering into, amending, re-authorizing or terminating contracts, regardless of the financial obligation.  Only individuals with contractual authority may sign or execute contracts, thereby binding the University to the contract’s terms and conditions.     

Policy:

Saginaw Valley State University (SVSU) or the Saginaw Valley State University Board of Control are to be the only contracting entities.  Divisions, centers, colleges, departments, units, individuals, etc. are not separate legal entities and may not contract in their name on behalf of SVSU.

Per the SVSU Board of Control Bylaws, Article III, Section 3.101, Item 11 the SVSU Board of Control reserves authority to “approve all contracts including employment contracts and collective bargaining agreements, except for those contracts that are within such contract authority of University personnel as may have been established by Board resolution.”  Per Board of Control Resolution 2232 the Board has delegated contract signing authority to the following University Officers not to exceed $100,000 for any contract:

• President
• Executive Vice President for Administration and Business Affairs (Contracting Officer)
• Provost/Vice President for Academic Affairs

The President and one of the above Officers are authorized by their two signatures to sign contracts binding the University in an amount not to exceed $250,000 for any contract.

Any of the above-named officers may, with the written authorization of the President, delegate authorization to other persons to sign contracts binding the University concerning non-monetary matters and for specified sums per contract not to exceed $50,000. 

The Contracting Officer has overall responsibility for ensuring the performance of all necessary actions for effective contracting and safeguarding the interests of the University in its contractual relationships.

Procedures:

Contract Signing Authority
Delegation of contractual authority must be memorialized in writing outlining the scope of authority and dollar limitations.

The Contracting Officer shall maintain copies of the written Delegation of Contractual Authority memo and a Contractual Authority Delegation List. Questions about who may sign a contract should be directed to the office of Administration & Business Affairs.

A personnel change in a position previously delegated authority must have an updated Delegation of Contractual Authority memo issued prior to execution of any contracts. 

Non-standard contracts under consideration, including contracts with no direct financial obligation to the University, should be submitted to Business Services who will contact the Office of the General Counsel for evaluation as needed. The employee seeking contractual approval shall allow a minimum of 10 business days for the request to be evaluated.

Upon review, the signature would be sought via the Delegated Signer, authorized Officer or Contracting Officer.  Refer to the Contractual Authority Delegation List for more information.

Standard (or “boilerplate”) contracts are agreements used for common transactions and have a small number of user-entered contract elements. These standard contract templates have been reviewed and approved by the Office of the General Counsel and Business Services.  Standard contracts still require an authorized signature (Delegated Signer, authorized Officer or Contracting Officer). If the contents of a standard contract are altered beyond filling in the open fields, it must be treated as a non-standard contract as detailed above.

Questions regarding standard contract templates should be directed to the office of Business Services.

Agreement and Record Retention Responsibility
Any division, center, college, department, unit, individual, etc. initiating an agreement are the sole holders of such agreements and records.  They are responsible for keeping original, fully executed signed agreements/documents as outlined in the Record Retention Policy 5.12-1 and ensuring compliance, such as dates of service, deliverables, amendments, and termination provisions.  

Failure to adhere to these policies and procedures may result in disciplinary action up to and including termination of contracting privileges and/or employment.

Definitions: 

Contract – Any legal binding agreement involving mutual obligations between an individual or entity and the University. Such agreements may be verbal or written, financial or non-financial and may or may not include the words “contract” or “agreement”.

Contracting Officer – A University Official designated by the Board of Control to oversee and administer the contract authorization process.

Delegated Signer - an individual authorized to sign contracts on behalf of the University as specified in the Contractual Authority Delegation List.

Related Policies & Forms:  

Contractual Authority Delegation List (internal access only)
Financial Conflict of Interest 5.8-2
Purchasing Policy 5.2-1
Records Retention Policy 5.12-1
Board of Control Bylaws

Appendix: 
Board of Control Resolution RES-2232 May 5, 2017