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

Faculty , Staff , Students

Policy Overview:

The purpose of this policy is to establish clear guidelines on the authority of University administrators to enter into a binding contract on behalf of the University of Health Sciences and Pharmacy in St. Louis (hereinafter "UHSP" or "University"). 

This Policy applies to all trustees, employees, and officially recognized student organizations.

Revised: 06-21-2023

Definitions:

Details:

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

Contract Signature Authority

1. Board of Trustees - The Board of Trustees has sole authority to approve contracts involving the following transactions and related contracts:

1. Merger, consolidation, sale, lease, exchange, transfer or disposition of substantially all of the University's assts or property; 
2. Any financing arrangement, mortgage, pledge, indebtedness or encumbrance of University assets or property (other than a purchase money security interest involving goods); 
3. Any sale, lease, option, exchange, transfer or disposition of University real estate;
4. Any transaction involving a current or former University trustee, officer or employee; 
5. Any transaction creating an obligation on the part of the University to pay or transfer consideration that exceeds $500,000.00 annually; 
6. Naming rights;
7. Indemnification of a University trustee, officer or employee; and
8. Such other transactions that must be approved by a corporate authorizing resolution involving banking, auditing and/or financial services.

Ordinarily, the Chair of the Board of Trustees will sign contracts involving transactions requiring approval by the Board of Trustees unless the authority to execute such contracts is delegated to the President or other designated University officer or employee by an authorizing resolution approving the transaction. 

2. President / Vice President, Finance and Chief Financial Officer ("CFO") - The Board of Trustees has delegated authority to the President and/or the CFO to sign all contracts that are reasonably incidental to and necessary for the effective administration of the academic and business affairs of the University that do not exceed $500,000.00 annually. Any contract that exceeds $250,000.00 annually must be signed or counter-signed by the President. The President may not sign any contract that exceeds the $500,000.00 annual limit established in Section 1.e above without a written delegation of authority from the Board of Trustees.

3. University Administrators - The President and the CFO will from time to time establish an Omnibus Delegation of Authority which authorizes the designated University administrators to sign contracts reasonably incidental to and necessary for the effective administration of their assigned areas of responsibility. It is understood the amount of authority may vary depending upon a particular administrator’s area of responsibility. In some instances, signature authority for certain categories of contracts will be delegated exclusively to a particular administrator because of overarching considerations such as unit expertise or the need for coordination among multiple units within the University. Any University administrator who has been granted authority to sign contracts may further authorize their authority to other unit level administrators by submitting a sub-delegation of authority form to the CFO for approval. The unit level administrator will be required to complete a contracts training session conducted or approved by the General Counsel as a condition of any sub-delegation of authority. 

4. Business Office and Legal Approval - Units must obtain an approved project management plan from the Business Office or designated University official  before entering into contract negotiations with a third party. The CFO or designee must approve any contract (including renewals) involving an obligation or commitment of University resources that equals or exceeds $5,000.00 annually. 

All contracts will be forwarded to the General Counsel for a determination of whether particular risks or other considerations require legal review.  General Counsel must approve any contract involving an obligation or commitment that equals or exceeds $5,000.00 annually; any severance payment or salary/benefits continuation arrangement for any employee separating from the University; and any settlement of a claim, demand, lawsuit or dispute in favor of or against the University. In instances where a University-approved contract template or form has been used or a contract previously approved by General Counsel is being renewed without material modification of the legal terms, General Counsel approval is not required. 

The CFO and/or General Counsel may exempt certain categories of agreements or transactions from business or legal review that are deemed to be low risk or fall within the expertise of a particular unit such as, for example, research administration. All  exemptions must be approved in writing and maintained in a centralized filing system.   

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 University. The office of the Vice President - Campus Life, and Chief Diversity Officer will coordinate signature of contracts relating to a University-approved or sponsored event for a student organization officially recognized by the University consistent with the requirements of this Policy. 

6. Routing Procedures / Approvals - Any department seeking approval of a contract will obtain appropriate authorization from the leader of the respective unit and the appropriate University Leadership Team member (as applicable based on reporting lines). Upon approval, the University Leadership Team member will submit the contract for review and/or approval by the Business Office and General Counsel. After the necessary approvals have been secured, the originating unit is responsible for coordinating signature of the contract with the authorized administrator. Each originating unit is responsible for administering specific contract requirements such as, for example, automatic renewal, options for extensions, etc. 

7. Retention - The originating unit will comply with applicable record retention requirements for contracts established under the  University ‘s Record Retention Policy. In addition to keeping an electronic copy of the fully executed contract, the originating unit must keep any relevant correspondence or background materials that reflect the parties’ intent and understanding of the transaction or particular terms. 

A copy of the fully executed contract and written documentation of the required approvals will be maintained by the originating unit in an electronic format which is accessible by the CFO, General Counsel and authorized personnel. 

Units should provide a minimum of ten (10) business days’ processing time for any contract requiring approval by a mandatory approver. 

8. Conflicts of Interest / Excess Benefit Transactions Policy - Any person involved in the negotiation, review, approval and/or signature of a contract on behalf of the University will comply with all UHSP policies and applicable laws or regulations governing disclosure and management of conflicts of interest including excess benefit transactions. 

9. 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 University and disciplinary action or dismissal in accordance with the policies applicable to faculty, administrators, staff and students. 

10. Assistance - The CFO and General Counsel are available for consultation regarding any questions relating to the administration of this Policy. 

11. Responsibilities - The University administrators identified in this Policy are responsible for compliance within their respective units. The CFO and General Counsel will provide training and education on contract and signature authority requirements and complete the annual review of this Policy.

Responsibilities:

Resources:

Conflict of Interest Policy (Employees) 

Excess Benefits Transactions Policy 

Omnibus Delegation of Contract Signature Authority 

Sub-Delegation of Authority Form

Policy Contacts:

Supplemental Information: