Entering Into Contracts

Responsible Officer
Douglas Peterson
General Counsel
Owner
Douglas Peterson
General Counsel
Primary Contact
Angela Downin
Assistant General Counsel
Last Revised
Effective Date

Policy Statement

University contracts are established to protect the University’s legal interests.

Legal Review

When planning to enter into a contract and before signing on behalf of the University, a unit must:

  • use a Standard Contract;
  • use a form of agreement that has been approved by the Office of the General Counsel (the “OGC”);
  • use a form of agreement (including a form written and proposed by a vendor or the other party) that is exempt from legal review in accordance with (i) a checklist or instructions established by the OGC, (ii) a contract review procedure approved by the OGC, or (iii) other criteria for exemption established by the OGC; or
  • submit the form of agreement to the OGC for legal review following the Administrative Procedure Entering into Contracts.

Necessary Approvals

Certain contracts must be reviewed or approved by the responsible University unit. Units must contact the Subject Matter Expert (see list) if using a Non-Standard Contract and that contract contains a clause that requires a review or approval before a legal review (e.g., insurance, use of the University’s trademark or logo).

Signature Authority

Only individuals with specific signature authority delegated in accordance with Board of Regents Policy: Reservation and Delegation of Authority, and Administrative Policy: President’s Delegations of Authority may sign a contract. (Documented in the Delegations of Authority Library.)

Business Risk

Units must not enter into a contract that presents an unreasonable risk of harm to the University’s mission, reputation, or funds. To make this determination, units should consider the likelihood that a risk would arise; the likelihood of damage if the risk arises; and the most likely worst case when damage occurs. (See Appendix, Assessing Risk in the Business Terms of a Contract.)

Reason for Policy

To implement Board of Regents Policy: Legal Review of Contracts and Transactions. This policy also aligns with Board of Regents Policies: Internal Control and Reservation and Delegation of Authority. The policy and associated documents promote unit compliance with laws and regulations that apply to the University’s contracts; and serves to avoid exposure to an unreasonable risk to the University’s reputation, mission, or funds.

Contacts

SubjectContactPhoneEmail
This Policy Angela Downin 612-624-4100
612-624-7979
[email protected]
Specific Contract Types See OGC Legal Services    

Also see Appendix, Required Review by Subject Matter Experts for specific contract topics.

Definitions

Contract
A writing between the University and another person (as evidenced by signatures) that creates a binding obligation upon the University, regardless of the title of the document. A writing solely between or among University departments and units is not a contract and is not subject to legal review under this policy. For examples of contracts, see the FAQ.
Standard Contract
A contract that appears in the University's Standard Contract Library, in the University-Wide Agreements  list, or in the index of contracts administered by Capital Planning and Project Management.
Non-Standard Contract
A contract that is not a Standard Contract, or a contract on a form or template reviewed and approved by the OGC, or a contract exempt from legal review in accordance with (i) a checklist or instructions established by the OGC, (ii) a contract review procedure approved by the OGC, or (iii) other criteria for exemption established by the OGC. 
A contract in a form supplied by the vendor or the other party is not a Non-Standard Contract if the form of agreement is exempt from legal review as described above.

Responsibilities

Employee Arranging to Buy or Sell Goods or Services or Otherwise Enter into a Contract
Determine which University policies and procedures apply to the contract and comply with each. Determine which University departments or units must review or approve the contract as required by University policies and procedures and contact each to seek review or approval. 
Determine who has delegated authority to sign the contract on behalf of the University.
Determine whether legal review of the contract is required and if so, follow the Administrative Procedure Entering into Contracts.
Employee Signing a Contract
Ensure that the proposed contract complies with applicable University policies, that all required approvals have been obtained, including legal review and approval by the OGC, and that any other significant risks have been considered and managed. (See Searching the Delegations of Authority Library.)
Individuals with Expertise in Specific Contract Topics (Subject Matter Experts)
Evaluate contracts within the approval authority’s field of responsibility for compliance with University policies and procedures, for any University-wide implications, and for any major risks.
General Counsel
Recommend policy changes. Review contracts as set out in this policy. Maintain for the University an appropriate framework of internal control (1) to evaluate and protect the University’s interest in the execution of Contracts and (2) to ensure presentation to the Board of all contracts and transactions that require Board notification or specific Board approval.

History

Amended:
December 2020 - Comprehensive review. Minor edits in policy and FAQ.
Effective:
December 2015 - New Policy. 1. Specifies when a standard contract or OGC review is needed on a non-standard form. 2. Provides a questionnaire for units to use to determine if the contract is exempt from review. 3. Provides detailed procedures for the processing of contracts.

Document Feedback

Notification: Please be aware that while we rarely receive these data requests, any information submitted through this comment form is public, including your name, email address and comment/question, unless you are a student.

Add new comment

The content of this field is kept private and will not be shown publicly.

Plain text

  • No HTML tags allowed.
  • Lines and paragraphs break automatically.
  • Web page addresses and email addresses turn into links automatically.