CONTRACTS - SIGNATURE AUTHORITY
2013-2014 Contract Delegation List
Office of Primary Responsibility:
Office of General Counsel
Attn: Chip Hood
To define those officials of Clemson University who are authorized to execute contracts on behalf of the University and to describe the procedure for review and approval of contracts prior to execution.
All faculty, staff and employees. It does not apply to affiliated organizations (CU Foundation, CU Research Foundation, etc.).
No faculty, staff or student of Clemson University shall sign any contract binding upon the University unless such individual has been delegated, in writing, the authority to sign such agreements in compliance with this Policy. The following categories of contract are excluded from this requirement: (a) any procurement contract where the total, cumulative value of the goods or services is $2,500 or less; (b) contracts between two or more units, divisions or departments of the University; and (c) standardized, form agreement which have been approved for use, in writing, by the Office of General Counsel, provided no changes of any sort have been made to the form. Any agreement signed by an individual without duly delegated authority shall not be binding upon the University and may result in personal liability for the individual signing.
3.1 Definition of Terms:
“Contract” shall mean any contract, agreement, memorandum of understanding, memorandum of agreement, letter of intent or any other written document, or any renewal or amendment to such a written document and which commits the funds, personnel, equipment, property or facilities of Clemson University. The term “contract” shall not apply to computer software license agreements for software purchased in compliance with University procurement policies.
Board of Trustees: The Board of Trustees retains all contracting authority except that which it has explicitly delegated to the President and other administrators, as stated in Board of Trustees Policies, Chapter VI. Consistent with this Policy, the following officials are authorized to execute contracts as described below:
- the President shall have the authority to execute all contracts necessary to act in all matters, except for those agreements specifically required to be executed by the Board, as stated in Chapter VI of the Policies of the Board of Trustees;
- the President may delegate all or part of his authority under this policy to any official the President deems appropriate, provided such delegation shall be in writing and signed by the President;
- the Vice President for Advancement is delegated authority to execute contracts related to the conversion, transfer, assignment or other disposal of securities of Clemson University and of the Board of Trustees, whether such securities were received by gift, purchase or otherwise;
- The Vice President for Academic Affair and Provost is authorized to serve as the President's designated alternate signatory in the President's absence. When a document requires the signature of both the President and the Vice President for Academic Affairs and Provost, the Executive Secretary to the Board of Trustees is authorized to serve as the President's designated alternate signatory in the President's absence;
- The Chief Business Officer is authorized to execute, in the name of Clemson University, contracts and other instruments in writing pertaining to matters covered by this Resolution or by action of the Board. The exceptions to the Chief Business Officer's signature authority are as follows:
- The authority to execute contracts and other instruments related to externally funded sponsored programs is granted only to the Vice President for Research or his designee as stated below;
- The authority to execute all contracts or other instruments pertaining to real estate transactions that require action by the Board of Trustees as stated above is granted only to the Chairman of the Board of Trustees;
- The authority to execute all contracts or other instruments pertaining to real estate leases of more than $250,000 per year in lease cost is granted only to the Chairman of the Board of Trustees;
- The signatures of both the Chief Business Officer and the President are required on all leases that do not exceed $250,000 per year in lease cost.
- The Chief Business Officer is authorized to open accounts in the name of and for the benefit of Clemson University at banking or other financial institutions as might be necessary to efficiently and effectively conduct the business and financial matters of the University.
- The Vice President for Research and Economic Development (VPR) is authorized to act as the "Institutional Representative" for all Clemson University program applications for external funding support and which commits University facilities, equipment, or research, instructional, or extension faculty or staff in order to achieve the stated objective(s) of the proposed application. Additionally, the VPR is authorized to execute, in the name of Clemson University, the associated grant or contractual agreements for sponsored program support, and all related representations, certifications, compliance assurances, or other documents required by sponsoring agencies' policies. Included within this authorization is the approval to issue and execute associated subcontract agreements necessary to sponsored program performance. The VPR is authorized to execute license agreements, non-disclosure or confidentiality agreements associated with proprietary or intellectual property matters and to execute University power of Attorney and related Patent and Trademark Office documents. With the approval of the President, the VPR may delegate responsibilities as follows:
- Signature authority to Director of Technology Transfer for the execution of material transfer agreements, confidentiality (NDA) agreements and intellectual property licenses;
- Signature authority to Director of Sponsored Programs to sign for the VPR as the "Institutional Representative" on proposal applications, grant and contract awards (and NDA conditions) and all associated documents required by sponsor policy for those proposal or award actions not exceeding $1M;
- Signature authority to the Office for Sponsored Programs' Grants Manager(s) and the Associate Dean of Research and Graduate Studies, College of Engineering and Science to sign as the Institutional Representative on proposal applications and all associated application documents required by sponsor policy for proposals whose costs do not exceed $500k.
President: Pursuant to the authority vested in him by the Board of Trustees, the President has delegated contract signatory authority, in writing, to individual faculty and staff of the University. The authority so delegated is limited to that which is specifically enumerated in the written delegation of authority. Individuals wishing to have contract signatory authority delegated to them should make a written request to the President that includes: the type of agreement covered, the reason for the request/need for signatory authority and a statement that the appropriate Vice President or Dean approves of the requested delegation.
Sub-delegation: Those individuals to whom contract signatory authority has been delegated, whether pursuant to Board of Trustees policy or Presidential delegation, may not sub-delegate that authority to any other person.
Only those persons authorized to execute contracts pursuant to this policy or to whom the President has delegated authority in writing shall execute any contract on behalf of the University. Any contract signed by any person in violation of this policy shall not be binding on the University.
Officials authorized to execute contracts on behalf of the University shall retain one signed original for a minimum of four years after the expiration of the contract.
Officials authorized to execute contracts are not required to obtain review from other campus offices, e.g., Office of General Counsel or Director of Risk Management, but are strongly encouraged to do so. Officials executing agreements are responsible for compliance with all Clemson policies and applicable laws in doing so.
Board of Trustees Policy, Chapter VI, “Delegation of Authority”