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REG - 01.03.1 - DELEGATION OF AUTHORITY TO SIGN CONTRACTS REGULATION

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Authority: Chancellor
Responsible Office Chancellor
History: Effective Date: June 9, 2016; Last Revised: May 23, 2019
Related Links:
Contact: Office of Legal Affairs, 919-530-6105, ncculegalaffairs@nccu.edu

1.         Scope

1.1 This procedure governs the delegation of authority to sign contracts involving commitment of the financial, academic, and physical resources of North Carolina Central University ("NCCU"), including, but not limited to, purchases, use of facilities, sponsored programs, and other contracts requiring performance by NCCU.

1.2 This Administrative Policy excludes the delegation of authority for authority to hire any person into in any type of employment, including but not limited to, faculty, EHRA non-faculty professional and administrative appointments, full-time and part-time, temporary and permanent, students and non-students.  Employment contracts are governed by other NCCU policies.

2.         Who is authorized to sign contracts

2.1 Full executive and administrative power is vested in the Chancellor by North Carolina General Statute §116-34(a) and Section 502A of The Code of the Board of Governors of The University of North Carolina. Inherent within this power is the authority to sign contracts binding North Carolina Central University. This authority is retained and may be exercised notwithstanding delegations of authority to sign certain contracts to other administrative officers.

2.2 The Chancellor delegates signatory authority to selected administrators pursuant to the procedure set forth in this regulation. Vice Chancellors may further delegate their authority to subordinates or other administrators unless the delegation of authority from the Chancellor specifies otherwise. All such delegations must be accomplished through the procedures stated herein.

2.3 North Carolina Central University does not recognize contracts signed by University employees as binding on the University unless the employee who signed the contract has duly delegated signatory authority. Section 3 of this regulation sets forth the procedure for duly delegating and sub-delegating authority to sign contracts that will be recognized as binding on the University.

2.4 Employees who sign contracts purporting to bind NCCU without authority properly delegated under this regulation may be personally subject to legal action by the contractor, and may be subject to University disciplinary action.

2.5 The Office of Legal Affairs maintains a list of properly executed delegations of signatory. All previous and outstanding delegations of authority not maintained by the Office of Legal Affairs are superseded and rendered void as of the effective date of this regulation.

2.6 Departments must follow any applicable purchasing procedures that are promulgated by promulgated by the Director of Purchasing pursuant to the authority delegated by the Chancellor and Vice Chancellor of Administration and Finance.

2.7 No employee may execute a contract that exceeds one million dollars ($1,000,000) without consulting with and, if necessary, receiving review of the contract by the General Counsel or his/her designee. Pursuant to North Carolina General Statute §114-8.3 (b), the General Counsel or his/her designee must review all proposed term contracts for supplies, materials, printing, equipment, and contractual services that exceed one million dollars ($1,000,000) to ensure the proposed contracts are in proper legal form, contain all clauses required by law, are legally enforceable, and accomplish the intended purposes of the proposed contract. The term "review" does not constitute the approval or disapproval of the merit or lack thereof of the proposed contract. The General Counsel (or designee) must comply with any rules established by the Attorney General or the N.C. Department of Administration regarding the review of contracts.

3.         Procedure for delegation of authority to sign contracts

3.1 All delegations of signatory authority must be in writing.

3.2 Delegations of signatory authority must be to positions, not to individuals. As of the effective date of this regulation, any outstanding delegations to individuals are void, and must be reformulated in accordance with this regulation.

3.3 A written delegation of signatory authority must include:

3.3.1 a description of the authority of the delegating office, including a statement tracing back at least to the original delegation from the Office of the Chancellor, and including the date(s) of the memorandum(s) by which the delegating office received:

3.3.1.1 the authority to sign contracts, and

3.3.1.2 the authority to delegate that power.

3.3.2 an express description of the scope, terms and limitations of the delegation of authority, including a description of the types of contracts the newly empowered office is authorized to sign; and

3.3.3 an express statement as to whether the office receiving the delegation has permission to further delegate that authority.

3.4 A copy of the delegation must be submitted to the Office of Legal Affairs for review and publication on that office’s website. The delegation will not become effective until published on the Office of Legal Affairs’ website as part of the list of properly executed delegations of signatory authority (Delegations of Signature Authority for Contracts).

3.5 A copy of the memorandum of delegation must be kept on file in the office of both the delegator and the delegate, if the two are not part of the same office.

4.         Administrative Review

Persons wishing to enter into negotiations regarding contracts affecting any interest of NCCU, must have the cooperation and approval of any unit that may be directly or indirectly implicated in performance of the contract (i.e., financial considerations, telecommunications/IT considerations, space considerations, etc.). More specifically, the party 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 is in the best interests of the University; (s)he can ensure compliance with the obligations it places on the University; and the contract is sufficiently clear and consistent. The Attorney General's Office for the State of North Carolina has issued instructions mandating that certain "prohibited clauses" may not be included in any contracts into which a state agency enters. Review of a contract by the Purchasing Department and/or the Office of Legal Affairs is intended to ensure that: the contract does not contain any of the prohibited clauses; it is consistent with federal and/or state laws; it is consistent with NCCU rules and regulations; risk management concerns have been reasonably addressed; and, to the extent possible, that it is consistent with any predecessor documents.

 

APPENDIX A

Delegations of Signature Authority for Contracts
(excluding employment contracts)

1.         Chancellor’s Authority

1.1 The Chancellor has delegated to certain University executive officers signature authority for contracts involving the commitment of financial, academic, and physical resources of NCCU, including but not limited to purchases, use of facilities, sponsored programs, and other contracts requiring performance by NCCU. This regulation does not cover employment contracts. Employment contracts are covered by other NCCU policies.

1.2 No delegation (or sub-delegation of authority, if authorized) to sign contracts that are covered by this regulation is effective unless and until it has been reviewed by the Office of Legal Affairs, signed by the Chancellor (or, as to sub-delegation, signed by the Vice Chancellor delegating the authority) and published on the Office of Legal Affairs’ website. Each delegation of authority stated herein is subject to and limited by the purchasing procedures and regulations that apply to NCCU.

1.3 The Chancellor has inherent authority to sign all contracts as part of the powers provided and governed by N.C. Gen. Stat. 116-34(a) and Section 502A of The Code of the Board of Governors of the University of North Carolina. This authority is retained and may be exercised notwithstanding delegations of authority to sign certain contracts to other administrative officers

2.         Chancellor’s Delegations of Authority

The Chancellor makes the following delegations of authority. Absent revocation of such authority by the Chancellor, the authority delegated to Vice Chancellors and Directors is retained by each of them and may be exercised notwithstanding sub-delegations of authority to subordinate administrators within their respective divisions to sign certain contracts.

2.1       Provost and Vice Chancellor for Academic Affairs

2.1.1 The Provost and Vice Chancellor for Academic Affairs has authority:

2.1.1.1 to sign contracts related to academic exchange agreements and academic cooperative agreements that do not involve purchases of goods or services by NCCU;

2.1.1.2 to sign contracts and agreements for information systems services and products, including without limitation, software licensing agreements;

2.1.1.3 to sign all appointment letters for EHRA-faculty members; and

2.1.1.4 to sign any other agreements requiring performance by the Division of Academic Affairs.

2.1.2 The delegation of signature authority set forth in Section 2.1.1 for the Provost and Vice Chancellor for Academic Affairs is sub-delegated as follows:

2.1.2.1 For Paragraphs 2.1.1.1, 2.1.1.2 and 2.1.1.4, the Associate Provost for Academic Budget and Personnel shall have authority to sign .  This authority may not be further sub-delegated.

2.1.2.2 For Paragraph 2.1.1.3, the Senior Associate Vice Chancellor for Enrollment Management and Academic Affairs shall have authority to sign.  This authority may not be further sub-delegated.

2.2       The Vice Chancellor for Administration and Finance

2.2.1    The Vice Chancellor for Administration and Finance has authority to sign all contracts for which signature authority is not delegated to any other individual and for monetary amounts less than or equal to $100,000.00.

2.3       The Vice Chancellor for Student Affairs

2.3.1 The Vice Chancellor for Student Affairs has authority to sign agreements requiring performance by the Division of Student Affairs for monetary amounts less than or equal to $100,000.00.

2.3.2 This authority may not be delegated.

2.4       The Vice Chancellor for Institutional Advancement

2.4.1 The Vice Chancellor for Institutional Advancement has authority:

2.4.1.1 to sign agreements relating to gifts and bequests, including donor agreements; and

2.4.1.2 to sign agreements requiring performance by the Division of Institutional Advancement for monetary amounts less than or equal to $100,000.00.

2.4.2 This authority may not be delegated.

2.5       Associate Provost and Dean of the Division of Research and Sponsored Program

2.5.1 The Associate Provost and Dean of the Division of Research and Sponsored Programs has authority:

2.5.1.1 to sign contracts, grants, and agreements for experimental, developmental, and research projects that qualify as sponsored programs. Sponsored programs are those that are separately financed in whole or in part by external agencies and are carried out under terms of agreements between the sponsoring agencies and the University;

2.5.1.2 to sign on behalf of the Chancellor approving and submitting grants, contracts, and cooperative agreements; and

2.5.1.3 to sign agreements and documents necessary for the operation of the university technology transfer program, such as licenses, options, confidentiality agreements, material transfer agreements and documents required by the US Patent and Trademark Office.

2.5.2 This authority may not be delegated.

2.6       Chief of Staff

2.6.1 The Chief of Staff has authority to sign contracts and agreements, including those on behalf of the Chancellor, for monetary amounts less than or equal to $100,000.00, relating to the following:

2.6.1.1 Operations of the Office of the Chancellor such as contracts for use of facilities and acquisition of goods and services to be used in fulfilling the duties of the Board of Trustees or the Chancellor;

2.6.1.2 Operations of the University Police Department; and

2.6.1.3 Operations of the Office of Internal Audit.

2.6.2 This authority may not be delegated.

2.7       The Director of Athletics

2.7.1 The Director of Athletics is authorized to sign contracts for athletic contests involving NCCU's varsity sports teams, to sign contracts for hotel rooms and charter buses and other transportation needs relating to the operations of the Department of Athletics, to sign contracts with hotels, restaurants and event centers for athletics fundraising events, to sign contracts for facility use relating to athletic events and activities, to sign personal services contracts and professional services contracts for the purchase of goods and services for the Department of Athletics, and to sign contracts relating to officiating services for athletic events for monetary amounts less than or equal to $100,000.00.

2.7.2 This authority may not be delegated.

2.8       Chief Information Officer

2.8.1 The Chief Information Officer is authorized to sign contracts for the procurement of information technology goods and services for Information Technology Services for monetary amounts less than or equal to $100,000.00.

2.8.2 This authority may not be delegated.

2.9       The Director of the Office of Sponsored Research and Programs

2.9.1 The Director of the Office of Sponsored Research and Programs shall have signature authority to sign for the Chancellor approving grants, contracts and cooperative agreements pursuant to NCCU REG 50.03.6.

2.9.2 This authority may not be delegated.

2.10     Chief Human Resources Officer

2.10.1 The Chief Human Resources Officer is authorized to sign the following:

2.10.1.1 All appointment letters for employees subject to the State Human Resources Act (i.e., SHRA employees) and for EHRA non-faculty employees, who are exempt from the State Human Resources Act; and

2.10.1.2 Section 4 of the Department of Homeland Security US Immigration and Customs Enforcement Training Plan for STEM OPT Students.

2.10.2 The delegation of signature authority set forth in Section 2.10.1.1 to the Chief Human Resources Officer is sub-delegated to the Deputy Human Resources Officer.  This authority may not be further sub-delegated.

2.11     Associate Vice Chancellor for Innovative, Engaged and Global Education

2.11.1 The Associate Vice Chancellor for Innovative, Engaged and Global Education is authorized to sign Section 6 of the Department of Homeland Security US Immigration and Customs Enforcement Training Plan for STEM OPT Students.

2.11.2 This authority may not be delegated.

2.12     Associate Vice Chancellor for Facilities Management

2.12.1 The Associate Vice Chancellor for Facilities Management is authorized to sign the UNC Design and Construction Guidelines Attachment 13, commonly referred to as a “Change Order”, for monetary amounts less than or equal to $100,000.00.

2.12.2 This authority may not be delegated.

2.13     Director of Purchasing

2.13.1 The Director of Purchasing is authorized to sign direct billing applications, applications for commercial credit accounts and other applications for credit accounts, wherein the total amount of credit extended to the University is less than or equal to $100,000.00.

2.13.2 This authority may not be delegated.

2.14     Budget Director

2.14.1  The Budget Director is authorized to sign contracts for the operations of the Division of the Administration and Finance in the absence of the Vice Chancellor for Administration and Finance for monetary amounts less than or equal to $100,000.00

2.14.2  This authority may not be delegated.