University Business Policies and Procedures Manual

2010
CONTRACTS SIGNATURE AUTHORITY AND REVIEW
Effective Date: May 1, 1997
Revised: 08/01/97, 05/08/98, 01/29/99, 12/08/99, 07/12/00, 08/02/04, 08/01/06, 11/15/07, 01/01/08, 08/12/08
Subject to Change Without Notice

Authorized by UNM Regents' Policy 7.8 "Signature Authority for Contracts"

1. General

This policy designates who, within the University, is authorized to sign contracts on behalf of the University. All previous delegations or communications on this subject are superseded. Contracts may be signed on behalf of the University only by:

• A person in a position specifically authorized by the University Board of Regents.
  
• A vice president or Provost, to whom the President has delegated the authority delegated to the President by the Board of Regents, as specified herein.
  
• The Director of Purchasing and Vice President for Human Resources, as specified herein.
  
• A person who has received a sub-delegation in accordance with this policy.

2. Contract

For the purposes of this policy, a "contract" is defined as a written agreement between two (2) parties intended to have legal effect, including Memorandums of Understanding and Letters of Understanding, in one of the following forms listed below.

• Documents signed by UNM and another party.
• Offers signed by UNM.
• Certain pre-approved UNM forms signed by others.
• Contract forms promulgated by others signed by UNM.

The term "contract" does not include written agreements between different departments or other similar units of the University.  While such interdepartmental agreements are not legally binding on the departments or units that participate in the agreement, they may serve the useful purpose of memorializing agreed upon arrangements between departments.  Interdepartmental written agreements should be in form of a memorandum signed by one or more cognizant vice presidents or executive vice presidents, as appropriate.  University Purchase Orders, although contracts, are also discussed in "Purchasing Goods Off Campus" Policy 4320, UBP and "Purchasing Professional Services From Independent Contractors" Policy 4325, UBP.

3. Signature Authority and Delegation

The University has a centralized system of signature authority. The Regents have delegated general signature authority to the President, who has delegated portions of that authority to the Provost, vice presidents, Director of Purchasing, and Vice President for Human Resources under this Policy. These positions may further delegate that authority only by using the Signature Authority Delegation Form (Exhibit A.). The Signature Delegation Form must be approved by a Senior Associate University Counsel, who will then forward it to the University Secretary's Office. Exhibit B. lists all such delegations made prior to the date shown on the exhibit and will be updated regularly.

All delegations shall be to a position within the University and not to the individual holding the position at the time of the delegation. When there is turnover in a position, the new individual has the authority of the previous incumbent. Persons in an acting or interim position also have the general signature authority of that position.

All contracts must be reviewed by a contract review officer for legal form, prior to signature. If a contract is a form contract using language that has been approved by University Counsel's Office then a person with signature authority may, in his or her discretion, sign it without review by a contract review officer.

4. General Delegation of Signature Authority

Throughout this section, certain signature authority delegations are made for "main campus and the branches." For the purposes of this Policy, "main campus and the branches" refers to all components of The University of New Mexico outside of the Health Sciences Center, including, for example off-campus centers, graduate centers, the athletic campus, rented buildings, and other off-campus sites.

4.1. Operations

The Executive Vice President for Administration has authority to sign all contracts, except those reserved to the President or to the Regents and those used for the purchase of goods and/or services (refer to Section 4.2. herein).

The Executive Vice President for Health Sciences has authority to sign all contracts for the Health Sciences Center, except those reserved to the President or to the Regents, contracts for the purchase of goods and/or services (refer to Section 4.2. herein), settlement agreements (except in accordance with Section 4.7. herein), intellectual property assignments (refer to Section 4.8. herein), real estate contracts (refer to Section 4.9. herein), and contracts for purchase of construction and certain professional services (refer to Section 4.10. herein).

Signature of employment contracts for officials reporting to the President is reserved to the President and may not be delegated.

These delegations overlap with many of the more specific delegations listed below.

4.2. Contracts For Purchase of Certain Goods and/or Services and for Sub-Awards

The Director of Purchasing or delegee has exclusive authority to sign sponsored project sub-awards and contracts for the purchase of goods and/or services, other than construction contracts and certain professional services contracts, as set forth in Section 4.10. herein. The purchase of goods and/or services for clinical components of the Health Sciences Center may be performed by The University of New Mexico Hospital Purchasing Department, as a separate satellite purchasing office of the University, in compliance with University procurement policies and procedures. 

4.3. Research and Other Sponsored Projects

4.3.1. Main Campus and the Branches

4.3.1.1. Contracts and Grants Documents

The Executive Vice President for Administration has authority to sign contracts and grant documents requiring approval for sponsored projects for main campus and the branches.

4.3.1.2. Proposals

The Provost/ Executive Vice President for Academic Affairs has authority to sign proposals for sponsored projects.

4.3.1.3. Research Contracts Not Covered by Other Sections

The Provost/ Executive Vice President for Academic Affairs has authority to sign research contracts not involving the receipt or expenditure of funds or otherwise incurring direct financial obligations and not covered by other sections.

4.3.2. Health Sciences Center

The Executive Vice President for Health Sciences has authority to sign contracts, grant documents, proposals, and other agreements for research or sponsored projects for the Health Sciences Center.

4.4. Employment Contracts

4.4.1. Faculty Employment

The Provost/ Executive Vice President for Academic Affairs has authority to sign faculty employment offers and contracts.

4.4.2. Staff Employment

4.4.2.1. Annual Employment Contracts

The vice president responsible for the position being employed and the President have authority to sign employment contracts and offers for contract employees under "Contract Employees" Policy 3240, UBP.

4.4.2.2. Offers of Employment

The Vice President for Human Resources has authority to sign staff employment offers, and may further delegate this authority consistent with the provisions of Section 3., with the written approval of the Executive Vice President for Administration.

4.4.3. Student Employment

The Vice President for Student Affairs has authority to sign contracts for student employment, including work study.

4.5. Contracts Affecting Students

4.5.1. Financial Aid and Loans to Students

The Vice President for Student Affairs has authority to sign applications and proposals to outside funding entities, short term emergency promissory notes to students, and other agreements relating to financial aid programs administered by Student Financial Aid. The Executive Vice President for Administration has authority to sign contracts with outside funding entities and other loans to students.

4.5.2. Student Housing

The Executive Vice President for Administration has authority to sign contracts relating to student housing.

4.5.3. Other Contracts Relating to Students and Not Covered by Other Sections

The Vice President for Student Affairs has authority to sign other contracts relating to students not involving the receipt of funds. Executive Vice President for Administration has authority to sign other contracts relating to students involving the receipt of funds.

4.6. Academic Matters

The Provost/ Executive Vice President for Academic Affairs has authority to sign contracts concerning academic matters not involving the receipt or expenditure of funds.

4.7. Settlement Agreements

When the contract is a settlement agreement, release of rights, or similar agreement resolving legal claims against the University, it must be co-signed by an attorney in the University Counsel's Office, as well as signed by the Provost/ Executive Vice President for Academic Affairs or Vice President who has responsibility for the matter.

It is the official policy of the University to avoid financial settlements of claims and lawsuits against the University except when appropriate.  The University shall not agree to pay a financial settlement without (a) an appropriate risk assessment of the case, and (b) written approval by the cognizant Executive Vice President if the University's settlement payment obligation is less than $50,000 or written approval by the President if the University's payment obligation is $50,000 or more.  A financial settlement payment by the University of $200,000 or more must also be approved by the Board of Regents.  

4.8. Intellectual Property Assignments

The Executive Vice President for Administration has authority to sign agreements assigning intellectual property rights by or to the University, except contracts for purchases by the University which must be signed by the Director of Purchasing (refer to Section 4.2. herein).

4.9. Real Estate

4.9.1. Main Campus and the Branches - Real Estate

4.9.1.1. Short-Term Leases of UNM Real Property and Leases of Others' Real Property of a Period of Six (6) Months or Less

The Director of Purchasing is authorized to sign all short-term real estate leases.  

4.9.1.2. Long-Term Leases of UNM Real Property and Leases of Others' Real Property of a Period Exceeding Six (6) Months

The Executive Vice President for Administration and the Director of Purchasing are authorized to sign all long-term real estate contracts. Both signatures are required.

4.9.1.3. Other Real Estate Contracts

The Executive Vice President for Administration is authorized to sign all other real estate contracts.

4.9.2. Health Sciences Center

The Director of Purchasing and the Executive Vice President for Administration have authority to sign real estate contracts for the Health Sciences Center to the extent provided in Section 4.9.1. above, with the proviso that all such contracts must bear the written approval of the Executive Vice President for Health Sciences.

4.10. Construction Contracts with External Contractors and Contracts for Purchase of Professional Services Related to Architectural Services, External Auditing Services, Debt Financing, and Investment Management

The Executive Vice President for Administration and the Director of Purchasing are authorized to sign all construction contracts with external contractors and contracts for purchase of professional services related to architectural services, external auditing services, debt financing, and investment management. Both signatures are required.

5. Contract Review

Each contract must be carefully reviewed by the University employee initiating the contract and a University contract review officer prior to signature. Pre-approved Form Contracts (refer to Section 6. herein) have been thoroughly reviewed for legal form, and therefore do not require review by a contract review officer, unless additional language has been added (Sections 5.2. and 5.3. herein do not apply). The University administrator with signature authority may designate additional review requirements for particular types of contracts, such as Controller's review for budget.

5.1. University Employee Initiating the Contract

The person initiating the contract for the University is responsible for reading the contract entirely and determining that:

• the contract language accurately reflects the current state of negotiations;
• the contract meets programmatic and University mission requirements;
• the contract represents a good deal for the University;
• he or she can ensure compliance with the obligations it places on the University;
• risk management concerns have been reasonably addressed; and
• the contract is sufficiently clear and consistent.

After being satisfied with the form and content of the contract, the initiating employee must complete the appropriate sections of the Contract Review Form (Exhibit C.). Pre-approved Form Contracts do not require a Contract Review Form. To the extent the initiating employee does not understand the proposed contract, or is uncomfortable with any of its provisions, he or she should note that information on the Contract Review Form or attach an explanatory memo. He or she shall submit the contract along with any other necessary documents, such as a copy of the purchase requisition where required, to the appropriate contract review officer for processing. Contract review officers for each area of specialty within the University are listed on the Contract Review Form. The initiating department should submit a purchase requisition, if required, into the system for approval; however a purchase order will not be processed until the signed contract and the Contract Review form is received by the Purchasing Department.

5.2. Contract Review Officer

The University Counsel's Office shall designate and train contract review officers. All contract review officers shall be UNM employees. The University Counsel's Office shall set training requirements necessary to maintain contract review officer status. The University Counsel and all Associate and Assistant University Counsel are contract review officers.

The contract review officer will review for the concerns described in Section 5.1. herein. The contract review officer shall also perform the following review functions for each contract, prior to submission to a person with signature authority.

5.2.1. Legal Form

The contract review officer shall review contracts, to the extent appropriate, for:

• consistency with law (obtaining University Counsel review, if necessary);
• consistency with UNM rules and regulations;
• reasonable internal consistency and clarity; and
• consistency with any predecessor documents.

5.2.2. Other Institutional Reviews

The contract review officer shall determine what other institutional reviews are necessary prior to submission of the contract for signature, indicate these reviews on the form, and coordinate obtaining the appropriate reviews. In particular, contract review officers are responsible for making sure that departments which will be obligated or otherwise affected by the performance of a contract have an adequate opportunity to review the contract. The routing for particular types of contracts will generally be established by the person with signature authority. The contract review officer will coordinate the reviews and then forward the contract to the person with signature authority.

5.3. Contract Review Form

Contracts submitted for signature must be accompanied by a Contract Review Form (Exhibit C.). Individuals reviewing the proposed contract prior to its signature (execution) shall sign the Contract Review Form indicating that they have reviewed it, and what they reviewed it for. The Contract Review Form will normally have at least two (2) signatures consisting that of the initiating employee (originator), and that of a contract review officer.

5.4. Signature (Execution) of Contract on Behalf of University

The contract review officer will forward the contract to the University administrator who has been delegated signature authority for that contract.

6. Form Contracts

6.1. Pre-approved Form Contract Review

University Counsel's Office may review and approve form contracts. The pre-approved form contracts will not require review by a contract review officer prior to execution, provided that any blanks are filled in as per any instructions on the form and provided the language has not been altered. The University Counsel's Office shall consult with the cognizant vice president prior to approval. The University Secretary shall assign a number to each such pre-approved form contract and shall maintain a record of them.

6.2. Contracts for the Purchase of Goods and Services

The President and the Director of Purchasing may adopt policies and procedures authorizing the execution of pre-approved Purchase Order forms to be used in limited circumstances defined in the policies and procedures in Section 4000 of the University Business Policies and Procedures Manual by individuals defined in those policies and procedures. Any such policies and procedures now in existence are hereby confirmed as part of this policy.

 7. Compliance

No University employee may sign (execute) any contract purporting to be on behalf of the University, unless delegated signature authority to do so, pursuant to this policy. Any employee who violates this section may be subject to disciplinary action. No contract signed by a person without signature authority delegated by the Board of Regents or pursuant to this policy shall be binding on the University.  

8. Records Retention

Each administrator who signs a contract shall keep the signed contract on file or designate where the signed contract should be kept. The contract will be kept on file for at least the period of the contract plus three (3) years or the period of time required by law, whichever is longer. If signed contracts are sent to a different location, a log should be kept describing the contract and indicating where it was sent. The University Secretary's Office should be advised of the location.

 9. Attachments

Exhibit A. - Signature Authority Delegation Form (To complete this form using MS Word click here)
Exhibit B. - Delegation of Signature Authority
Exhibit C. - Contract Review Form (To complete this form using MS Word click here).

Comments may be sent to UBPPM@UNM.edu
http://www.unm.edu/~ubppm