Rice University General Policy No. 810-01
SIGNATURE AND APPROVAL AUTHORITY FOR CONTRACTS
A. General Policy
This policy designates who, within the University, is authorized to sign and approve 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 Investments, to assist the President of the University in the financial affairs and operation of the University.
"Signature authority" is the authority to execute 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 transaction and its terms. Individuals with signature authority, however, may be assisted by their subordinates who have approval authority to recommend signature. "Approval authority" is the authority to approve transactions for execution by a person with signature authority, and approval attests to the appropriateness of the transaction within the University's program objectives and budgetary authorizations.
Within defined limits, signature authority to approve and execute contracts (including, but not limited to, 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 transaction. The President may delegate signature authority within defined limits to the Provost, specific University Vice Presidents, the General Counsel or other employees of Rice for particular transactions. With the approval of the President, these individuals may further delegate in writing such signature authority within defined limits to deans, directors or managers who report to those individuals. As provided by the Bylaws or authorized by the Board, the Treasurer may also delegate signature authority for various financial transactions under his or her purview to an Associate Treasurer.
Approval authority for general operating expenditures within a budget approved by the President or Provost may be delegated by the President or Provost to a dean, department chair or director of a unit. Approval authority for general operating expenditures within a budget approved by the Vice President for Finance and Administration ("VPFA") may be delegated by the VPFA to the Associate Vice President for Finance and Administration, the Associate Vice President for Facilities and Engineering, the Associate Vice President for Human Resources or any director or manager who reports to the VPFA. Individuals who have received approval authority from the President, Provost or VPFA may further delegate such approval authority in writing within defined limits to individuals who report to them, with the approval of the President, Provost or VPFA, as the case may be.
B. Legal Review of Contracts
The Office of the General Counsel shall perform legal review of contracts. No contract in excess of $75,000 shall be signed without legal review, unless the language of the contract has previously been approved by the Office of the General Counsel or an approved Rice University form is used. (The $75,000 limit applies also to multi-year contracts totaling $75,000 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 Rice) or seek to limit the amount or type of liability in any way also must be reviewed by the Office of General Counsel prior to approval and signature. The Office of the General Counsel shall also review 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.
C. General Information
1. Any contract for goods or services or committing the University in an amount equaling or exceeding $600,000 must be approved by the President (unless it involves a matter assigned by the Bylaws or the Board to the Treasurer). Multi-year contracts totaling $600,000 or more come under this requirement. Contracts for research or external support for research for $600,000 or more, however, may be approved and signed by the Provost or Vice Provost for Research after approval by the President or pursuant to guidelines and protocols approved by the President.
2. While all contracts require that those approving or signing them have the necessary authority under this Policy, and contracts for $600,000 or more must be approved by the President, any contract in excess of $250,000 also must be approved by the Provost or Vice President overseeing the operational area and signed by the President or the VPFA (other than research contracts governed by C.1 and C.6 of this Policy). In certain circumstances, if approved in advance in writing by the President or the VPFA, signature authority for such contracts may be delegated to the Provost, the Vice President overseeing the operational area or General Counsel, and approval authority may be delegated to a dean, director or manager who reports to the Provost or the particular Vice-President. Any contract involving investments, financial instruments or interests, securities or financial management in excess of $250,000 must be signed by the Treasurer or an Associate Treasurer, if so authorized by the Treasurer.
3. All appointment letters and employment agreements for faculty must follow Rice University Policy No. 201-01 (4) [Faculty Appointments, Promotion and Tenure]. All staff employees are employees at will, unless they have a written employment agreement for a definite term signed by the President, the Provost or a Vice President. Any staff employment agreement must also be approved by the Associate Vice President for Human Resources prior to signature and must comply with University policy and procedures. While the Athletic Director can recommend approval of coaches' employment contracts, the President or his/her designee must sign such contracts.
4. Purchases of supplies, equipment and other goods must comply with relevant Rice policies, including Policy 814-00 (Purchasing Policy) and the Purchasing and Payment Manual issued by the Buy/Pay Department under that policy. Travel expenditures also must comply with Rice University policies, including Policy Nos. 806-99 (Travel Policy) and 811-99 (Business Meeting and Entertainment Expense). 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 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.
5. Unless otherwise provided in this section C, all contracts for the rental or use of University property or facilities must be approved and signed by the VPFA or his/her designees pursuant to guidelines issued by the VPFA governing the use of University property and facilities. Agreements for the rental or use of the Rice Memorial Center or Ley Student Center, however, must be approved and signed by the Vice President for Student Affairs or his/her designees pursuant to guidelines governing the use of such facilities. Contracts for the rental or use of athletic facilities must be approved by the Athletic Director or his/her designees pursuant to guidelines governing the use of such facilities.
6. The Provost or Vice Provost for Research must approve and sign all contracts for research or external support for research, pursuant to guidelines governing such agreements as administered by the Office of Sponsored Research.
7. The Director of the Office of Technology Transfer for the University 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 and with legal review by the Office of the General Counsel. Such license agreements for University-created technologies and option agreements for such licenses shall be signed by the President, Provost or Treasurer or their designees.
8. Students and student organizations may not enter into any contracts in the name of or on behalf of Rice University or committing Rice 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.
9. 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.
10. Each administrative unit, department or area of the University which executes a contract pursuant to proper approval and 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 $75,000, for commitments longer than three years or involving any indemnities or limitations of liability should also be sent to the Office of the General Counsel.
11. No employee may approve or sign a contract in violation of the University's policies on conflict of interest (such as Policy Nos. 216-97 and 838-99), 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.
12. Any authorizations 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 approval and signature authority for a given office or area of the University or on a particular subject matter at any time.
Policy No. 810-01
Date: November 16, 2001