丝瓜APP

Purpose

To help mitigate risks, maintain consistency, safeguard resources, and ensure 丝瓜APP University (the 鈥淯niversity鈥�) is not entering into contracts that are disadvantageous, the University has implemented this Contracting Policy (the 鈥淧olicy鈥�) that sets forth the process and requirements for entering into contracts on the University鈥檚 behalf. This Policy also incorporates the related concepts of spending authority and signature authority into this single comprehensive policy. This Policy is intended to provide the University community with a framework and information for appropriate contracting. All contracts entered into on behalf of the University must comply with this Policy, and any other applicable policies and/or processes. This Policy supersedes and replaces prior policies covering the same subject matter hereof.

Scope

This Policy applies to all contracts entered into on behalf of the institution.

Policy

Contracts can be referred to by many different terms; however, as a general matter, a contract is an agreement between two or more parties with an intent to create a legally binding and enforceable obligation(s). Below is a non-exhaustive list of commonly used terms that refer to contracts:

• Agreement
• Contract
• Memorandum of Understanding (MOU)
• Memorandum of Agreement (MOA)
• Letter of Agreement (LOA)
• Service agreement
• Affiliation agreement
• Articulation agreement
• Facility use agreement
• Rental agreement
• Consulting or performance agreement
• License
• Waivers and/or releases
• Settlement or separation agreement

For purposes of this Policy, the term 鈥淐ontract鈥� is a broad concept encompassing agreements such as those identified above, and any other written document that is binding upon the University. For the avoidance of doubt, all University contracts must be in written form.

1. Departmental Responsibilities

The University department from which a contract originates is generally responsible for ensuring compliance with this Policy. University departments are responsible for the substantive business terms of a contract, while the University鈥檚 legal department assists with the legal terms and other terms as requested/applicable. The decision of whether to enter into a contract typically belongs to the vice president of a department/division, or designee, and initiating the contract, which should take place only after obtaining all applicable University approvals.

University departments are responsible for designating a contract administrator and a review initiator, determining the type of contract needed (e.g., goods, services, performance, etc.) and determining and negotiating the business terms (e.g., price, payment terms, scope of services, schedule, deliverables, contract duration, etc.) of the contract with the contracting parties before submitting contracts to the Office of General Counsel for review and approval. For larger contracts, the Office of General Counsel will be involved from the onset, for example when legal counsel for the other party is involved and redline contract drafts with proposed terms are being negotiated and traded back and forth between the parties, or when contract templates may be requested.

University departments should contact the Office of General Counsel if they are unsure about the need for a contract, questions about any terms of a contract, need assistance drafting, negotiating, or preparing a contract, or have any questions about contracts or this Policy.

2. Department Contract Administrator/Review Initiator Responsibilities

Before submitting a contract through the Workday contract review process set forth below, a contract administrator or employee responsible for the contract within each department is responsible for thoroughly reviewing, negotiating, and finalizing all business terms of the contract. When applicable, feedback can be sought and obtained from other University departments when finalizing a contract.

The review initiator can be any employee within a department who is responsible for submitting the contract through Workday, making any updates, and obtaining signatures. Executed contracts shall be retained by the department responsible for the contract with a copy also uploaded to Workday.

3. Workday Contract Review Process

To effectively manage and expedite contract administration, the University uses the Workday platform as part of the contract review and approval process. All contracts entered into by a University department must be submitted through Workday to help ensure the required reviews and approvals are obtained prior to execution. Contact the Office of General Counsel for exception requests.

When submitting a contract through Workday, the review initiator will:

• Access Workday
• Locate the search bar and enter 鈥渃reate request鈥�
• For request type, enter 鈥渃ontract鈥�
• Provide contract details by entering the requested information when prompted
• Upload and submit the contract for review

To help streamline the Workday process, all departments are encouraged to seek feedback and input in advance so that the contract being uploaded to Workday for approval is in as near to final form as possible. Following submission, contracts are automatically routed within Workday to various University employees for review and approval, depending on the nature of the contract and dollar value. Requests for revisions or questions at this stage will be communicated to the review initiator through Workday. Upon approval by the Office of General Counsel, contracts are forwarded through Workday to the department vice president, or designee, for signature.

4. Spending Authority

The University鈥檚 Board of Trustees (the 鈥淏oard鈥�) has established the following spending authority parameters: The Board approves the University鈥檚 annual budget, which includes budgeted items. Budgeted items included in the University鈥檚 annual budget are generally considered approved. Funds allocated through the University鈥檚 annual budget may be used to procure budgeted items, provided that such items still follow the Workday contract review process and any other applicable processes.

For unbudgeted items, including those that may arise unexpectedly throughout the year, the following framework applies:

Total Value of Transaction / Commitment	Spending Authority
Over $500,000	Board of Trustees
Up to $500,000	President
Up to $100,000	Vice Presidents

The University President may exceed their unbudgeted authority in an emergency situation upon receiving written approval from the Chairman or Vice Chair of the Board, provided the same is subsequently ratified by a majority of the Board.

5. Signature Authority

In accordance with the spending authority limits set forth in this Policy, each University vice president maintains signature authority for contracted budgeted items for their respective departments/divisions. Funds allocated to department budgets may be used to contract for budgeted items, provided that such contracts follow the Workday contract review process, and any other applicable process. For ease of administration, vice presidents may delegate their signature authority to a University employee who is one administrative level below vice president (e.g., associate vice presidents, Deans, etc.). However, such delegation must be in writing and limited to a specific purpose.

The University has endeavored to cover the most common, and as many, contracting scenarios as possible in this Policy; however, it is impossible to contemplate every hypothetical scenario in a single policy. Accordingly, please direct specific contract questions to the Office of General Counsel.

Exceptions to this Policy may be granted at the discretion of the President, and/or Office of General Counsel.