Policy Author:
Office of Business Affairs
Responsible Office – Department:
Office of Business Affairs
Effective Date of Policy:
December 19, 2016; updated and approved by Cabinet October 3, 2017
I. SCOPE:
This policy applies to the review and approval of contracts at Daemen University, including contracts for the lease of the Daemen Theatre Building on its Main Street campus; its campus in Brooklyn, New York; and to all of the university’s employees including faculty, administrators, and staff, as well as agents of the university. It applies to the creation, revision, amendment, renewal or termination of university contracts, regardless of funding source or whether or not the contract involves the receipt or expenditure of funds.
The scope of this policy is not intended to apply to faculty and staff employment contracts; contracts involving financial aid and student loans; academic research or related grant agreements; articulation agreements; or service learning agreements with community partners or schools or other volunteer activities, unless liabilities to the university could arise through such service learning agreements.
Contracts which would result in the lease, acquisition and/or other disposition of any part of the university’s real property or any material part of the university’s personal property; the acquisition of real property; or causation of the university to incur additional indebtedness, require the approval of the board of trustees pursuant to authorities outlined under article VI of the bylaws of the board of trustees. Approval and signature authority for such contracts is described under section IV of this policy document.
This policy does not apply to internal memoranda of understanding or similar agreements that govern internal relationships between the university, its divisions, departments, or offices.
This policy supersedes any conflicting practice, policy, or guidelines with regard to contracts.
II. PURPOSE:
The purpose of this policy is to establish the framework within which contracts (including letter agreements) may be reviewed and approved by the officers of the corporation, including the president. It is the intent of this policy to clarify authority to commit university resources or otherwise obligate the university to an agreement or liability.
III. DEFINITION OF UNIVERSITY CONTRACTS AND POINTS OF EMPHASIS:
A contract is an agreement between Daemen University and another party that is intended to have a binding obligation and/or legal effect. In general, if the arrangement involves any significant risk or potential liability that needs to be allocated between the parties, or involves a situation where the duties and responsibilities of the parties are not so basic and obvious that they do not need to be spelled out in writing, then a contract shall be used. A contract may involve a commitment of university funds, facilities, employees, or other resources and/or the use of the university’s name, or other purposes.
A contract may also involve a commitment for the university to give up a right it otherwise may have and whether or not it involves a commitment of university funds.
Daemen University does not honor oral agreements.
The university does not allow contracts to contain an automatic renewal clause unless there is also a clause permitting the university to terminate the contract at will.
All contracts and agreements shall be in compliance with the competitive bid, and all other elements of the Daemen University Purchasing Policy, and the university’s conflict of interest policies.
IV. REVIEW, APPROVAL, AND SIGNATORY AUTHORITY:
General:
Under authority contained in the bylaws of the board of trustees, the president has the general powers and duties of supervision and management of the property and affairs of the university and the vice president for business affairs/treasurer serves as the chief financial officer of the university.
With the exceptions set forth under this section, the vice president for business affairs/treasurer shall review, approve and sign contracts binding the university.
All contracts, as defined under section III, shall be in writing and have at least two (2) signatures affixed thereto, in order to bind the university to obligations under the terms of such contract.
Approval and Signature Authority:
- Contracts of Value under $5,000
- For any proposed contract with an aggregate dollar value of $5,000 or less, the signature of the employee proposing such contract and the signature of his or her vice president, the director of athletics or the chief information officer shall be required in order to formally bind the university.
- Pursuant to the Daemen University Purchasing Policy, the controller must also sign any proposed contracts with a value of $1,000 or greater.
- In the case of any contract proposed by the director of athletics, the chief information officer, the senior advisor to the president, or any employee reporting directly to the president of the university, he or she shall review and sign such contract with the vice president for business affairs/treasurer, in order to formally bind the university.
- Contracts of Value Between $5,000 and $25,000
- For any proposed contract with an aggregate dollar value over $5,000 but below $25,000, the signature of the appropriate vice president, the director of athletics, or the chief information officer; and the vice president for business affairs/treasurer shall be required on such contracts in order to formally bind the university.
- In the case of any contract proposed by the director of athletics, the chief information officer, the senior advisor to the president, or any employee reporting directly to the president of the university, he or she shall obtain the approval by and signature of the vice president for business affairs/treasurer for any contract subject to this aggregate dollar value level.
- Contracts of Value Above $25,000
- For any proposed contract with an aggregate dollar value over $25,000, the signature of the appropriate vice president and the signatures of both the vice president for business affairs/treasurer and the president of the university shall be required on such contracts in order to formally bind the university. In the case of the director of athletics, the chief information officer, the senior advisor to the president, or any employee reporting directly to the president of the university, he or she shall obtain the approval by and signature of the president and the vice president for business affairs/treasurer, for any proposed contract subject to this aggregate dollar value level.
- Contracts Proposed by Vice Presidents
- In the case of a contract initiated by a vice president, he or she shall obtain the signature of the vice president for business affairs/treasurer on such contracts. In the case of contracts with an aggregate dollar value over $25,000, the signature of the president shall also be required.
- Special Contracts:
- Any proposed contract that has no immediately identifiable financial impact on the university nor specified contract dollar value level contained therein, but which may result in a significant future commitment of the university with a resultant liability or obligation, shall be brought to the attention of the appropriate vice president, the vice president for business affairs/treasurer, and the president before such proposed contract shall be approved.
Other Contract Provisions:
To ensure that appropriate clauses regarding insurance, indemnity, venue notice, and other standard elements of the university’s basic contracts are included, the vice president for business affairs/treasurer shall provide assistance to the vice presidents and/or to the president for the review of contracts.
Contracts signed by unauthorized employees or agents of the university are not valid and shall not bind the university.
V. RECORDS:
Except for signed employee employment agreements and faculty contracts, a copy of all signed agreements and contracts shall be collected in a central, computerized contract repository data base that shall be updated, protected, and otherwise maintained by the Office of Business Affairs at the university.
VI. CONSULTATION WITH UNIVERSITY COUNSEL:
Where appropriate, the president, and the vice president for business affairs/treasurer, may seek independent advice and counsel from the university’s general counsel before contracts are signed.
VII. AUTHORITY AND APPROVAL OF POLICY:
This policy is hereby approved by the cabinet and the president on this third day of the month of October 2017.