900.13 - Contract Review and Authority to Sign
University Group Policy #900.13
I. Executive Summary
This policy provides guidelines for creation and review of a contract and designates who is authorized to sign contracts on behalf of Winston-Salem State University ("University").
II. Policy Statement
The Chancellor has the authority to execute contracts, financial documents, and other official documents necessary to conduct University business. No person is authorized to execute such documents on behalf of the University unless authority to do so has been delegated in writing by the Chancellor or another University official authorized to make such delegation.
III. Definitions
A contract is any document that legally binds the University to another party, including any agreement in which either party promises to take or to refrain from taking certain actions. A contract could be called an affiliation agreement, memorandum of understanding, terms and conditions, letter of agreement, purchase order, or any number of other labels. A contract does not have to involve the payment of money. Online terms and conditions that must be accepted prior to using a product or service are also considered contracts under this Policy.
Examples of contracts and agreements that fall under this policy include, but are not limited to: agreements for the purchase or rental of goods or services; nondisclosure agreements; agreements that set terms for acceptance for gifts; a sale, lease, or donation of goods, services, or facilities; liability waivers; settlements; licenses; student or faculty exchange agreements; memoranda/letters of understanding, agreement, or cooperation; contracts with hotels, convention centers or other facilities that require a written agreement; instructional agreements; assignment of the right of a person, group, or agency to use the University's name, logo or resources; clinical agreements; internship agreements; contracts for speakers, performers, artists, etc.
To sign a contract means to affix any personal identifier to a hardcopy, electronic version, or other form of contract with the intent to agree to the obligations therein. Signing includes, but is not limited to, affixing a handwritten signature, causing a digital signature to be affixed, typing a name or initials, and clicking an “I Agree” box online.
IV. Guidelines
In all cases, the department initiating the contract for the University is responsible for reading the contract entirely and determining that:
- the contract language accurately reflects the programmatic intent of the University unit initiating the contract;
- the contract is a good business decision;
- the contract is in the best interest of the University;
- the University can fulfill the contractual obligations; and
- the contract is clear and consistent.
After the department is satisfied with the form and content of the contract, the department must follow the contract routing process as published on the website of the Office of Legal Affairs.
The Office of Legal Affairs will review each contract and approve it as to legal form. Approval as to form means that:
- it does not contain any of the prohibited clauses;
- it is consistent with federal and/or state laws;
- it is consistent with WSSU rules and regulations; and
- risk management concerns have been addressed.
Approval as to legal form is not required if the contract is on a current University created template in a format approved by the Office of Legal Affairs and contains no substantive changes or additions other than those pertaining to the description of the project, the payment involved, and the term of the contract or extension.
V. Roles and Responsibilities
The Chancellor has the authority to enter into all contracts on behalf of the University; however, the Chancellor has delegated signature authority in accordance with this policy.
The Vice Chancellor for Finance and Administration has the authority to sign all University contracts except those for donor agreements; sponsored program and grant agreements; and agreements for internships and clinical or educational affiliations.
The Provost and Vice Chancellor for Academic Affairs has authority to sign sponsored program and grant agreements; and agreements for internships and clinical or educational affiliations.
The Vice Chancellor for University Advancement has authority to sign agreements relating to gifts and bequests.
Any delegation of authority to sign contracts not explicitly identified in this policy must be made in writing by the appropriate Vice Chancellor and submitted to the Office of Legal Affairs. Such delegations shall not exceed the current fiscal year.
The Office of Legal Affairs is responsible for the administration of the University contract process and for updating this policy as needed.
VI. Applicability
This applies to all university employees.
VII. Compliance
Anyone who enters into a contract in violation of this policy is acting without authority and could be held personally liable for the contract. Additionally, violations of this policy may result in disciplinary action up to and including dismissal.
Responsible Division: Office of Legal Affairs
Authority: Chancellor
History:
- Adopted by BOT March 5, 2001
- Amended by Cabinet July, 19, 2004
- Reviewed by BOT September 17, 2004
- Amended by Chancellor January 5, 2017
Related Resources:
