University Policy 13
Signature and Approval Authority for Contracts
Initially Approved: July 23, 2012
Policy Topic: Governance and Administration
Administering Office: Office of the President
Issued: August 2, 2012
This policy designates who, within the University, is authorized to sign and approve and sign contracts on behalf of the University. The Board of Trustees and the Chairman of the Board have delegated to the President of the University general control and supervision over all educational, financial and administrative matters pertaining to the University. The Board has also delegated to the Treasurer the custody of all funds and securities of the University and directed the Treasurer, in his or her capacity as Vice President for Administration & Finance, to assist the President of the University in the financial affairs and operation of the University.
"Signature authority" is the authority to approve and execute contracts and transactions up to limits established by the Board, the President, or the Treasurer or by relevant University policies. The signer of a contract is ultimately responsible for the appropriateness and correctness of the contract and its terms. Individuals with signature authority may of course be assisted by their subordinates in reviewing proposed contracts for appropriateness within the University's program objectives and budgetary authorizations, and may delegate signature authority within defined limits
Within defined limits, signature authority to approve and execute contracts (including, but not limited to, research agreements, business ventures, investment and financial agreements, bank accounts, construction contracts, insurance arrangements, real estate agreements and leases, benefit contracts, employment contracts, estates and trusts, and borrowing) rests with the President or Treasurer depending on the nature of the contract or related transaction. The President may delegate in writing signature authority within defined limits to other cabinet officers of Kettering University for particular contracts or transactions. With the prior written approval of the President, these cabinet officers may further delegate in writing such signature authority within defined limits to deans, directors or managers who report to them for particular contracts or transactions. As provided by the Bylaws or authorized by the Board, the Treasurer may also delegate in writing signature authority for various contracts and financial transactions under his or her purview. Documentation of the delegation of signature authority in writing is to be submitted to the Vice President for Administration and Finance and to the General Counsel prior to the signing of any contract.
Any delegation of signature authority given under this Policy may be modified or withdrawn by the authorizing person at any time. The Board, its Chair, the President or the Treasurer, depending upon the particular contractual subject, may also modify or withdraw signature authority for a given office or area of the University or on a particular subject matter at any time.
Legal Review of Contracts
General University Counsel as designated by the President shall perform legal review of contracts. The President may direct that outside legal counsel be used for such reviews, and if so, such activity shall be arranged through and by the Vice President for Administration and Finance, unless the matter primarily involves academic research or support for academic research, in which case the activity shall be arranged through and by the Provost.
No contract in excess of $50,000 shall be signed without legal review, unless the language of the contract has previously been approved by the General Counsel (or by outside legal counsel as outlined above) or a previously approved Kettering University contract form is used. (The $50,000 limit applies also to multi-year contracts totaling $50,000 or more.)
All contracts that have rights or commitments in excess of three years or which provide indemnification against claims (whether by or for the benefit of Kettering) or seek to limit the amount or type of liability in any way must be submitted for legal review prior to approval and signature. Additionally, all contracts with provisions establishing the choice of law or the forum or means for resolution of disputes and all contracts with confidentiality or non-disclosure obligations must be submitted for legal review prior to approval and signature.
Any contract , except those for research or support for research, committing the University in an amount of $300,000 or more must be approved by the President and signed by the President, the Provost, or the Vice President for Administration and Finance (unless it involves a matter assigned by the Bylaws or the Board to be approved by the Treasurer). Multi-year contracts totaling $300,000 or more come under this requirement. Contracts for research or external support for research for $300,000 or more, may be approved and signed by the Provost or Dean of Research and Graduate Studies if done pursuant to guidelines and protocols established by the President.
Any contract, except those for research or support for research, committing the University in an amount of $50,000 or more must be signed by the President, the Provost or the Vice President for Administration and Finance.
All appointment letters and employment agreements for faculty must follow Kettering University Policies on Faculty Appointments, Promotion and Tenure. Any staff employment agreement must be approved by the Director of Human Resources or the Vice President for Administration and Finance prior to signature and must comply with University policy and procedures.
Agreements to purchase or obtain a license for software to be used administratively by the University should be approved by the Vice President for Information Technology or his/her designees prior to signing or comply with guidelines issued by the Vice President for Information Technology in order to ensure that the software and its use are consistent with University systems and policies.
Unless otherwise provided in this section, all contracts for the rental or use of University property or facilities must be approved and signed by the VPAF or his/her designees pursuant to guidelines issued by the VPAF governing the use of University property and facilities. Agreements for the rental or use of any portion of Thompson Hall, however, must be approved and signed by the Vice President for Student Life or his/her designees pursuant to guidelines governing the use of such facilities.
The Provost or Dean of Graduate Studies and Research must approve and sign all contracts for research or external support for research, pursuant to guidelines governing such agreements approved by the Provost and as administered by the Office of Sponsored Research.
The General Counsel shall negotiate licenses and option agreements for licenses with entities interested in developing inventions and discoveries covered by the University's Intellectual Property policies, pursuant to guidelines and limits established by the President or Provost. Such license agreements for University-created technologies and option agreements for such licenses shall be signed by the President, Provost or VPAF or their designees.
Students and student organizations may not enter into any contracts in the name of or on behalf of Kettering University or committing Kettering University or any of its funds or facilities without the prior approval and the signature of the Vice President for Student Affairs or his/her designees.
Any contracts involving use of the University's name for publicity or advertising or use of the University's logo must be approved by the President or his or her designee prior to signature.
Each person who executes a contract pursuant to proper signature authority shall keep the signed contract on file for the period of the contract plus four (4) years or the period required by law or the contract, whichever is longer. If signed contracts are sent to a different location, a log should be maintained describing the contract and indicating where it is being kept. Copies of all executed contracts in excess of $50,000, for commitments longer than three years or involving any indemnities or limitations of liability shall be submitted to the Vice President for Administration and Finance and to the General Counsel.
No employee may approve or sign a contract in violation of the University's policies on conflict of interest, and any matters that may come within the conflict of interest policies must be disclosed and resolved pursuant to those policies prior to the execution of the contract.