Supplemental Information Print this PDF

Name: Contract Administration and Signature Authority Policy
Responsible Office: General Counsel

Applies to: (examples; Faculty,Staff, Students, etc)

Faculty , Staff , Students

Policy Overview:

Issued: 07-01-2016
Next Review Date: 06-18-2019
Frequency of Reviews: Annually

The purpose of this policy is to establish clear guidelines that must be satisfied before entering into a binding contract with a third party on behalf of St. Louis College of Pharmacy (hereinafter "STLCOP" or "College"). This policy identifies the positions at STLCOP that have legal authority to sign particular types of contracts, the process for reviewing contracts, record-keeping requirements, and related considerations such as conflicts of interest.

Applies to all administrators, faculty, staff, students, and student organizations officially recognized by the College.


Definitions:

Contract: Any agreement with a third party that creates a binding obligation or commitment affecting STLCOP faculty, staff, students, resources, rights or privileges including, but not limited to, any obligation to pay or receive money; transfer tangible or intangible assets; or provide goods, services or the use of any property, facilities, or equipment owned or controlled by the College.

Examples of contracts include formal written documents labeled as a contract or agreement, a purchase order, or shipping invoice containing terms such as Freight on Board (F.O.B.), a binding letter of intent or memorandum of understanding, and verbal offers, promises, correspondence or emails reflecting agreement on a sufficient number of essential contract terms to form a binding contract.  Examples of essential contract terms include the parties, an offer, acceptance, consideration (mutual promises to do or not do something), the subject matter or nature of the transaction, details relating to performance, and time of performance.  Not all essential contract terms have to be present or agreed upon:  in some instances, such as a contract for the sale of goods, a court may interpret the contract to include terms provided by a statute or other reasonable terms.

Research Proposal:  a submission to an external sponsor involving systematic investigation (including research development, testing, and evaluation) designed to contribute to generalizable scientific or medical knowledge that includes a budget and scope of work.  The term does not include traditional scholarly research activity where the primary purpose is to produce a book or other publication pursuant to an agreement with a publishing company.

Details:

All contracts must be in writing and signed by a STLCOP official acting within the scope of his or her authority as set forth in this Policy. The College does not authorize and will not honor oral contracts. Any authority granted under this Policy is subject to the requirements established in the By-Laws, policies, or resolutions adopted by the STLCOP Board of Trustees.    

Contract Signature Authority

1. The President

The President, as chief executive officer, is authorized to sign all contracts that are reasonably incidental to and necessary for the effective administration of the academic and business affairs of the College. Only the President may sign contracts relating to:

a) Faculty sabbatical
b) Real estate
c) Construction or renovation of a new or existing physical structure or physical plant and systems (excluding hardware, software, or IT systems)
d) Faculty/staff severance or salary continuation
e) Settlement of litigation, disputes, claims, or obligations in favor of or against the College

2. Delegation by the President

The President has delegated contract signature authority to his/her direct reports for any contract that is reasonably incidental to and necessary for the effective administration of their assigned areas of responsibility, except those that involve a cumulative financial obligation and/or in-kind value in excess of $10,000 over the life of the contract or a time commitment greater than one (1) year.

Subject to this delegation of authority, examples of the categories of contracts that may be signed by the President’s direct reports are provided below:

a) Deans and Vice Presidents: Consultants/guest speakers, events, goods, services, equipment, and supplies subject to the approved budget and purchasing policies of the College.
b) Dean, School of Pharmacy: Faculty appointment/reappointment letters, academic or clinical affiliation agreements, continuing education, faculty consulting services, professional student organizations, and research proposals and contracts.
c) Dean, School of Arts & Sciences: Faculty appointment/reappointment letters, academic affiliation agreements, continuing education, faculty consulting services, professional associations, undergraduate student organizations, and research proposals and contracts.
d) Vice President, Advancement: Capital campaign, events, gifts, pledges, trust administration, and planned giving.
e) Vice President, Student Affairs: Events, residence halls, speakers, student judicial affairs, student life, and student health and counseling.
f) Vice President, Diversity and Inclusion: events, speakers, summer pipeline program services.
g) Vice President, Marketing & Enrollment Services: Advertising, events, enrollment services management, financial aid, marketing, promotions, and offers of admission.
h) Vice President, Finance & Chief Financial Officer: Audit services; establishment or maintenance of banking and financial accounts; fidelity bonds; credit; federal reimbursement requests; financial guarantees; student financial services; the purchase, sale, and transfer of securities; custodial agreements; broker management; loans; promissory notes; insurance; and the purchase or lease of goods, services, and equipment necessary to support general operations.
i) Vice President, Information Technology & Chief Information Officer: Cable and fiber optic services, hazard notification systems, security camera systems, computer hardware, mobile devices, operating systems, software, and information technology.
j) Director, Human Resources: Employee benefits and administration, human resources services, staff offer letters, and training.
k) Director, Athletics, Fitness & Recreation: Intercollegiate athletics, competition, facility/equipment rental, intramurals, recreation, and transportation.
l) Vice President, Operations: Environmental safety, emergency management, housekeeping, maintenance, parking, security, and utilities.

In the case of the President’s direct reports with overlapping responsibility for the area, function, service, or budget, both direct reports will sign the contract. Any question regarding overlapping or conflicting delegations or sub-delegations of authority will be directed to the General Counsel.

3. Delegation and Sub-Delegation of Contract Signature Authority

The President may, from time to time, delegate authority to STLCOP personnel through a formal policy or a written delegation of authority. This Policy supersedes any formal policy or written delegation of authority that existed prior to the effective date of this Policy.

Any person who has been delegated authority to sign contracts under this Policy may not sub-delegate their authority without the President's written approval. A valid delegation or sub-delegation of contract signature authority must meet the following requirements (see attached Contract Approval Routing Form):

a) A written memorandum signed by the President and the authorized STLCOP employee seeking the delegation or sub-delegation of authority
b) The delegation or sub-delegation is to a specific title and position
c) A clear statement of scope and time limits of the delegation or sub-delegation
d) A restriction against further delegation or sub-delegation
e) An acknowledgement of receipt of this Policy

4. Purchasing Policy

All delegations of authority contemplated by this Policy are subject to the approved budget and purchasing policies of the College applicable to purchasing, check requests, and reimbursement for payment of invoices regardless of whether or not a purchase order or some other form of contract exists. A Check Requisition Form must be completed and submitted for each covered transaction. The required signatures for authorized purchasing transactions are as follows:

$999.99 and under

One faculty or staff signature plus supervising manager, director, or Assistant Vice President

$1,000.00 - $2,500.00

All above signatures plus Dean, Vice President, or appropriate member of the President’s Staff with budgetary authority

Over $2,500.00 

All above signatures plus Chief Financial Officer

Over $10,000.00

All above signatures plus President

Sponsored Research

All check requests and invoices relating to sponsored research must be signed by the Assistant Vice President of Finance regardless of the amount.

President’s Staff

Members of the President’s Staff will submit their check requests and invoices for approval and signature by their immediate supervisor, if any, and the President.

5. Student Organizations

Representatives of student organizations and faculty and staff advisors do not have authority to sign a binding contract on behalf of the College. The deans of the School of Arts & Sciences and the School of Pharmacy have been delegated authority to sign contracts relating to a College-approved or -sponsored event for a student organization officially recognized by the College, subject to the requirements of Sections 2-4 above.

In instances where a student organization maintains a custodial account with the Business Office, the signature requirements for the purchasing policy must be followed before funds will be disbursed with respect to STLCOP-sponsored events and activities or the student organization’s sponsored events and activities.

6. Research Proposals and Contracts

After the chair or director and dean have approved a research proposal, the proposal must be submitted to the Assistant Vice President of Finance as the CFO’s designee to allow for review and approval of the scope of work, budget, and other business considerations. The Assistant Vice President of Finance will assign each research proposal a number and maintain a data base for tracking and reference purposes. Any research proposal that exceeds $10,000 in financial consideration or value over the life of the proposal or a time commitment greater than one (1) year must be approved by the President. The Assistant Vice President of Finance will be responsible for obtaining the President’s signature and returning the proposal to the department designee for the originating unit. Proposers should allow a minimum of ten (10) business days for processing of proposals.

The General Counsel’s review is not required for research proposals, research contracts involving federal grants or awards, or contracts for which approved templates or forms have been approved by the General Counsel such as materials transfer agreements and non-disclosure agreements. All other research contracts are subject to the administrative approval and signature authority requirements of this Policy.

7. Routing Procedures/Approvals

It is assumed that all departments will obtain appropriate authorization to proceed to initiate the contract approval and review process from the appropriate level of administration in accordance with the policies and procedures established for their department.

Contracts and related check requests or invoices must be reviewed and approved by the unit that will be providing resources, services, or support and signed by the appropriate College officials authorized under this Policy. The originating unit should use the attached Contract Approval Routing Form (“RF”) for the purposes of documenting contract approval and proof of authorization to purchase by submitting it along with the applicable check request or requisition form to the Business Office.

The originating unit should route the RF and a copy of the contract first to the supervising manager, director, or AVP for signature. If additional review and approval by the CFO or General Counsel is required, the department designee should send the contract and RF to the Contract Administrator in the Office of the General Counsel. Upon receipt, the Contract Administrator will route the contract and RF to the CFO who will work with the originating unit until all business issues have been resolved. The CFO will sign the RF and forward it along with the contract to the Contract Administrator. The Contract Administrator will route the contract and RF to the General Counsel if a legal review is required. Upon receipt, the General Counsel will work with the units to resolve any legal issues before signing the RF and routing it along with the contract back to the Contract Administrator. The Contract Administrator will handle obtaining the required signatures on the RF and contract from the President or authorized President’s Staff member. During the process, the Contract Administrator will contact the Department designee to confirm approval of the contract and initiation of the next step in the process. The Contract Administrator will forward the signed contract and RF to the department designee to obtain counter-signatures. A copy of the fully executed contract will be forwarded by the department designee to the Contract Administrator.

The Contract Administrator will be responsible for maintaining a log to track all contracts, notifying the department designee for the originating unit when contracts are received, updating the log to reflect the status of the contract with each reviewer, transmitting contracts to the CFO, General Counsel, and authorized President’s Staff member for final signature, and returning the signed contract back to the originating unit to handle obtaining required signatures and retention of contracts consistent with the College’s Record Retention policy. The contracts log will be kept on a shared drive that is accessible to College personnel so that they can obtain an updated status report on a contract. The Contract Administrator will work with units to use a unique identifier for any contract requiring confidentiality. Units should provide a minimum of ten (10) business days’ processing time for any contract requiring approval by the CFO. Another ten (10) days should be allowed for contracts that must be approved by the General Counsel and/or President.

The Vice President, Finance & Chief Financial Officer must review and sign all financial contracts, leases, and any other contracts that involve a cumulative financial obligation and/or in-kind value in excess of $2,500.00 over the life of the contract; a term longer than one (1) year; or activities in facilities or space constructed, in whole or in part, with public financing.

Additional review and approval by the General Counsel is required as to legal form and content for any contract that involves one or more of the following:

a) A cumulative financial obligation and/or in-kind value in excess of $10,000.00 over the life of the contract or a term longer than one (1) year
b) A unique risk or liability to the College
c) The settlement of a claim or dispute
d) Real estate
e) Intellectual property (e.g. copyright, patent, trademark/service mark, license)
f) Visas, work authorization, or permanent residency
g) Activities in facilities or space constructed, in whole or in part, with public financing
h) Insurance and indemnification requirements that do not meet the minimum guidelines established by the General Counsel

Advance review is not required for form contracts or standard contract terms developed and/or approved by the General Counsel, provided that such forms or templates are used for their intended purpose and the content has not been altered or amended. Examples include facilities/space contracts or independent contractor contracts posted on the General Counsel web page. In some instances, the General Counsel may exempt contracts from legal review where the transactions involve well-established industry standards (e.g. library subscriptions), the College employs personnel who are experienced and trained to handle particular types of contracts (e.g. experiential training or clinical services/staffing), or the transaction involves minimal risk (e.g. routine purchase of office supplies). The General Counsel does not need to review any previously approved contract that will be renewed without any substantive changes to legal terms.

8. Conflicts of Interest Policy

Any person involved in the negotiation, review, approval, and signature of a contract on behalf of the College will comply with all STLCOP policies and applicable laws or regulations governing disclosure and management of conflicts of interest and financial conflicts of interest in research.

9. Record Retention

Any person who signs a contract on behalf of the College will maintain in electronic or paper form an original fully executed contract that includes all of the attachments, enclosures, or exhibits and relevant communications in their office. Additionally, the person will send electronic copies of the fully executed contract to the Contract Administrator (contractadministrator@stlcop.edu).

A copy of each delegation and sub-delegation of authority will be maintained by the General Counsel. Copies of contracts, delegations of authority, and sub-delegations of authority will be maintained for 10 years after the date that the contract expires or is terminated.

10. Violation of Policy

The unauthorized signing of a contract is a serious violation of this Policy and may result in the individual's personal liability to a third party or the College. Violations of this policy may also result in disciplinary action or dismissal in accordance with the policies applicable to faculty, administrators, staff, and students.

11. Assistance

The General Counsel is available for consultation regarding any questions relating to the administration of this Policy.

12. Responsibilities

The President’s Staff is responsible for compliance with this policy for their respective units. The CFO and General Counsel will provide training and education on contract and signature authority requirements, maintain records of executed contracts, and complete the annual review of this policy. The President has ultimate responsibility for approving and rescinding all delegations and sub-delegations of contract authority.

 

Resources:

Contract Signature Authority Table
Contract Approval Routing Form
Delegation/Sub-Delegation of Authority Form
Check Requisition Form
Contract Approval and Routing Process Flowchart
Contract Administration and Signature Authority Policy FAQs
Research Proposal Flow Chart

Policy Contacts:

Position/Office/Department

Contact Information

Heather Flabiano, CFO

Business Office

Heather.Flabiano@stlcop.edu

Christina Renz, AVP of Finance

Business Office

Christina.Renz@stlcop.edu

Kenneth Fleischmann, General Counsel

Lori Watson, Contract Administrator

Office of the General Counsel

Kenneth.Fleischmann@stlcop.edu

Contractadministrator@stlcop.edu