Legal Documents
1. PURPOSE
Legal documents impact the university’s rights, duties, and obligations and therefore must be reviewed, approved, and signed only by university personnel who have authority to do so. This policy is established to reduce financial, legal, and related risks and to ensure that appropriate fiscal and management controls are in place for the benefit of the entire institution and to establish policy regarding signature authority, and the delegation of signature authority, with respect to legal documents that bind the university. The requirements set forth in this policy are necessary for officers, employees, and other agents of the university to avoid (1) committing the university to a transaction or non-monetary obligation without having authority to do so, and (2) exposing the university to liability or other harm. This policy is applicable to all operations of the university.
2. POLICY
2.1. General Rules Governing Review and Approval of All Legal Documents
Individual campus units are responsible for drafting, negotiating, reviewing, and obtaining approval pursuant to this policy for all legal documents within their respective area(s) of responsibility, except as provided herein. A campus unit contemplating signing, or presenting to a third party for signature, a legal document that directly and materially impacts the designated area(s) of responsibility of another campus unit (e.g., purchasing, facilities management) must allow such other campus units to review and approve the relevant aspects of such legal document before it is signed unless such other campus unit previously has delegated authority for such review and approval to the first campus unit.
2.2. Authority to Sign Legal Documents Involving Transactions
No officer, employee, or other agents of the university may sign any legal document that commits the university to a transaction with a value in excess of the authority limits defined in this policy, except as delegated pursuant to this policy.
2.3. Review of Legal Documents by the Office of the General Counsel
Except as provided herein, before being signed, a legal document containing any of the following must be submitted to the Office of the General Counsel (OGC) for review unless the OGC has previously delegated authority for such review of a particular legal document or category of legal documents to another campus unit:
- Any response to a third party’s assertion of a threatened or existing legal claim against the university, or any statements that would admit or imply liability or fault on the part of the university with respect to such a threatened or existing legal claim;
- Any assertion of a threatened or existing legal claim by the university, or any statement that would materially impact the university’s position with respect to such a legal claim;
- Any release or waiver of liability by or against the university, or any statement intended to settle any legal claim that has been or may be asserted by or against the university;
- Any agreement with a government regulatory or administrative body or officer;
- Any university obligation related to non-discrimination or affirmative action;
- The assertion of any religious or other exemption to any law or regulation that may be enforced against the university;
- The creation, transfer, or other disposition of any university ownership interest, voting right, or managerial responsibility in any legal entity (e.g., a corporation or limited liability company);
- Any language that requires the university to indemnify, defend, or hold harmless another party;
- Any transaction that deals with an activity that poses a substantial risk of property damage or personal injury;
- A commitment by the university to obtain insurance or to provide proof of insurance; and
- Any language establishing governing law, jurisdiction, or venue outside of the United States, or requiring any form of alternative dispute resolution (e.g., mediation or arbitration).
Notwithstanding the foregoing, review by the OGC is not required for a contract of adhesion that (1) contains one or more of the above provisions in a boilerplate language commonly found in such contracts (e.g., a waiver of liability or choice of law provision); and (2) would be impractical for the OGC to review before signature. The following are examples of such contracts of adhesion that do not require review by OGC:
- A browse-wrap agreement is used for the general terms and conditions of a website.
- A click-wrap agreement is used in connection with an off-the-shelf software product.
- A common travel-related transaction (e.g., hotel reservation, car rental, airline ticket).
In addition to seeking legal review for the situations set forth above, supervising authorities within any campus unit should contact the OGC if they have questions regarding the legal sufficiency, interpretation, or binding nature of a legal document or its legal impact on the university. The OGC generally reviews only the legal terms of a legal document, while the relevant supervising authority of the relevant campus unit generally has responsibility for the business terms of a legal document. Once the OGC has reviewed the substance and form of a legal document, (a) OGC’s subsequent review of that legal document (or substantially similar provisions in the same type of legal document) is not required; and (b) the substantive legal terms of such document should not be altered without consulting the OGC.
3. IMPLEMENTATION
3.1 Definitions
3.1.1. Legal Document
A “legal document” is any document in any form, whether hard copy or electronic, which (1) expresses a legally enforceable act, process, duty, obligation, or right; and (2) is or may be binding on the university in whole or in part.
3.1.2. Signature
A “signature” is any written or electronic mark or other forms of assent that signifies acknowledgment, approval, acceptance, or obligation, on or in connection with a legal document. To “sign” means to make such a mark or to provide such assent.
3.1.3. Electronic Signature
An “electronic signature” is a computer data compilation of any symbol or series of symbols executed, adopted, or authorized by an individual to be the legally binding equivalent of the individual’s handwritten signature.
3.1.4. Transaction
A “transaction” means (1) an acquisition or purchase of any property or service by the university; (2) a sale, transfer, or other disposition of any university asset; or (3) a commitment of the university’s personnel or resources. A series of related transactions is considered a single transaction.
3.1.5. Non-Monetary Obligation
A “non-monetary obligation” means an obligation or duty upon, or a restriction against, the university, which is not readily susceptible to assessment of a dollar value.
3.1.6. Delegation
A “delegation” is a signed writing, whether electronic or hard copy, that grants an officer, employee, or other agents of the university authority to review, approve, or sign a legal document or category of legal documents on behalf of someone who has signature authority under this policy; and to “delegate” means to make such a signed grant of authority.
3.1.7. Campus Unit
A “campus unit” is an individual office, college, department, or other auxiliaries of the university.
3.1.8. Contract of Adhesion
A “contract of adhesion” is a contract with terms and conditions that are (1) set by someone other than the university, and (2) are not reasonably susceptible to negotiation or modification by the university.
3.1.9. Contract
A “Contract” is a written agreement or other formal instruments where there is a mutual agreement to terms that bind the university to any legal obligation. Typically, at least one party to the transaction is external to the university. A contract may be in the form of an agreement, proposal, statement, notice, resolution, letter, memorandum of understanding (MOU), memorandum of agreement (MOA), purchase order, license, indenture, grant, cooperative agreement, etc. In addition, such documents may go by other names as well.
3.2 Authority Limits
Generally, contracts and other legal documents are to be signed only by a member of the President’s Council and then, only if the contract or legal document pertains to that member’s areas of responsibility.
Exceptions to the above include the following:
- Performance scheduling is the responsibility of the scheduling officer.
- Software contracts are the responsibility of the university Information Officer.
The following are the authority limits allowed officers of the university. Exceptions to maximum limits must be approved by the university's President’s Council.
| Officer | Authority Limit |
| President* | N/A |
| Operations Vice President, University Information Officer | Up to $100,000 |
| Contract Officer** | Up to $50,000 |
*In his absence, the president of the university may assign one or more of the Vice Presidents to sign a contract over $100,000.
**The Contract Officer may require the Administrative Vice President to countersign documents/contracts that need a second approver.
Change Orders
Pursuant to this policy, the monetary value of a change order includes the change order and the monetary value of the original contract and any intervening change order(s). In addition to the authority approvals set forth herein, the Campus Architect may sign a change order with a monetary value of up to $50,000.
3.3 Signing Legal Documents
Beyond the drafting, negotiation, review, and approval of legal documents, the following sets forth the circumstances in which an officer, employee, or other agents of the university has actual authority or may receive delegated authority to sign a legal document.
3.3.1. Contract Officer
The Procurement and Retail Services Director is assigned as the Contract Officer of the university.
3.3.2. Construction Contracts
Contracts related to construction, including those designated as “CNA” projects, must be signed prior to issuing a Notice to Proceed letter or Purchase Order to the Contractor.
3.3.3. Restrictions Applicable to All Legal Documents
An officer, employee, or other agents of the university may sign a legal document only if all of the following conditions are met:
- The legal document is directly and materially related to a matter that is within such individual’s assigned and authorized area(s) of responsibility to the university, except as delegated or otherwise authorized pursuant to this policy.
- The signing of the legal document does not violate any university policy.
- The individual either (1) has actual or delegated signature authority within the authority limits set forth in this policy, both for any transaction and for any non-monetary obligation, which are referenced in the legal document; or (2) is signing the legal document for purposes of acknowledgment only, and the legal document also is being signed by someone who possesses such signature authority.
Either the OGC or the relevant supervising authority of a campus unit may require acknowledgment signatures on a legal document, provided that someone with signature authority also signs the legal document.
3.3.4. Authority to Sign Legal Documents Containing Non-Monetary Obligations
Except as provided herein or delegated pursuant to this policy, no officer, employee, or agent of the university may sign a legal document that includes a non-monetary obligation that either (1) is not directly and materially related to such individual’s area(s) of responsibility to the university, or (2) may bind the university for a period of one year or more.
Except as provided herein or delegated pursuant to this policy, only the University President may sign or delegate authority to sign a legal document that includes any non-monetary obligation that either (1) directly and materially impacts the operation or administration of the entire university, as determined by the president; or (2) may bind the university for a period of ten years or more.
Except as provided herein or delegated pursuant to this policy, only a member of the President’s Council acting within his or her area(s) of responsibility (or the University President) may sign or delegate authority to sign a legal document that includes any non-monetary obligation that either (1) directly and materially impacts the operation or administration of those aspects of the university within such member of the President’s Council’s area(s) of responsibility, as determined by such member of the President’s Council (unless otherwise determined by the University President); or (2) may bind the university for a period of more than five years and less than ten years.
Except as provided herein or delegated pursuant to this policy, only an Associate Vice President who reports directly to a member of the President’s Council and who is acting within his or her area(s) of responsibility (or the University President or a member of the President’s Council acting within his or her area(s) of responsibility) may sign or delegate authority to sign a legal document that includes a non-monetary obligation that either (1) directly and materially impacts the operation or administration of those aspects of the university within such individual’s area(s) of responsibility, as determined by the individual with such responsibility (unless otherwise determined by the member of the President’s Council to whom such person reports, or by the University President); or (2) may bind the university for a period of between one year and up to five years.
Provisions in legal documents involving the following areas are not subject to the temporal restrictions on signing a legal document that may bind the university for a certain period of time: (1) nondisclosure and/or confidentiality agreements; (2) legal documents governing the licensing, transfer, or other disposition of intellectual property; and (3) legal documents that allow or require the university to control an asset for an indefinite period of time (e.g., stock transfer agreements).
3.3.5. Delegation of Authority to Review, Approve and Sign Legal Documents
The authority to review, approve, or sign a legal document under this policy may be delegated to another officer, employee, or agent of the university, provided that such delegation (1) must be in writing (electronic or hard copy), and (2) must be signed by the individual delegating such authority.
A delegation of authority under this policy (1) may cover either a specific legal document or an entire category of legal documents, (2) may not be sub-delegated to another individual, and (3) may be revoked at any time by the individual who delegated such authority or by that individual’s supervisor.
3.3.6. Authority to Sign When Person with Authority Is Absent or Incapacitated
In the event that the University President (or his or her authorized delegate) is absent or incapacitated and is therefore unable to sign a legal document that he or she has authority to sign under this policy, a member of the President’s Council may sign the legal document after obtaining approval from the President’s Council.
In the event that a member of the President’s Council (or his or her authorized delegate) is absent or incapacitated and is therefore unable to sign a legal document that he or she has authority to sign under this policy, another member of the President’s Council may sign such legal document on behalf of the absent or incapacitated member after obtaining approval from the President’s Council.
In the event that any other individual is absent or incapacitated and is therefore unable to sign a legal document that he or she has authority to sign under this policy, and no other individual who has authority or has been delegated authority to sign is available, then only the University President or an individual designated by the President’s Council may sign or delegate authority to sign such legal document.
3.3.7. Electronic Signatures
To the fullest extent permitted by law, the university accepts an individual’s electronic signature as legally binding and equivalent to a handwritten signature.
3.4 RETENTION AND TRACKING OF LEGAL DOCUMENTS
A signed electronic copy of each legal document and any delegation of signature authority necessary to sign such legal document must be kept on file in the office of the individual who signed such legal document for the relevant period required by the university’s records retention policy.
A copy of all signed contracts should be provided to and maintained by the university’s purchasing department.
For purposes of authentication, evidentiary proof or preservation, or compliance with other legal requirements or best practices, the OGC may require a campus unit to retain and store the original signed hard copy of a legal document.
Throughout the duration of any delegated signature authority, current electronic copies of the delegation of signature authority must be kept on file by both the authorizing individual and the recipient of the delegated signature authority.