3341-1-07. Delegation of contract and signatory authority

(A) Policy statement and purpose.

The purpose of this policy is to designate the university employees who have been delegated the authority to execute contracts and other legal documents that are binding on the university.

Ohio law vests the governance of Bowling Green state university in the board of trustees. The board of trustees has adopted by-laws which provide for the appointment of the university president who serves as the university's executive officer. Among the powers the board has delegated to the president is the authority to bind the university to contracts and other legal obligations except for those contracts which by law or board action are reserved to the board. In this policy the president sub-delegates the contract making and signatory authority to specific authorized university officials for each contract and document type specified.

The university shall not be bound to any contract or obligation made by any individual acting outside the express authority stated by this policy notwithstanding any representations or misrepresentations that may be made about the individual's apparent authority. University employees or agents signing agreements or otherwise attempting to bind the university without first obtaining authority may be personally liable for that contract, may be subject to legal action, and may also be subject to university disciplinary action up to and including termination of employment.

(B) Policy scope

This policy applies to all university employees when acting on behalf of the university.

This policy does not apply to signatures or approvals required for internal university transactions and processes (e.g., time reports, purchase card transactions, space reservations, or purchase orders, etc.).

Principal delegations of contract signatory authority are indicated on table one provided for in this policy. Sub-delegations of that authority may be made only where authorized by this policy. When permitted, sub-delegations may be made only through written letter to the individual.

Authority to sign documents or bind the university to an agreement of the types specified in table one is granted to the persons holding the applicable BGSU position identified on table one.

Questions concerning the scope and application of the policy should be directed to the office of general counsel. Specific operational questions may be directed to the employee's immediate supervisor.

(C) Policy definitions

(1) A "contract" is any agreement between the university and another party or parties which is enforceable at law. A university contract will most often involve employment, the sale or purchase of goods, services or real property or the creation of legal relationships with other entities.

(2) A "legal document" is any document requiring a signature which is not a contract, that expresses an official action of the university. Executing a legal document changes the university's legal relationship with another person or entity. A document that requires a university signature in connection with a donor's estate is one example.

(3) "Professional services" or "consulting" are services involving special training, skills or experience that the university must procure from outside sources. Examples of professional services providers include architects, designers, and engineers.

(D) Policy

The authority to sign contracts and other documents not retained by the board are delegated to the university president who may delegate that authority to specified university officers through this policy.

(1) Delegation to a position. The delegations of authority set forth in this policy are to the position, not to any specific individual. A person in the particular position on an acting or interim appointment assumes the same signing authority as if he or she held the position on a permanent basis. Sub-delegations of signatory authority as permitted by this policy must be in writing and maintained in the unit.

(2) Implied representations by signing. When a person signs a document intended for external use, the signer makes the implied representations to the university as follows:

(a) The signer is acting within his or her delegated authority.

(b) The signer has performed an appropriate investigation and inquiry and is satisfied that:

(i) The obligations or promises set out in the document conform to university policies, including, but not limited to, policies relating to purchasing and competitive bidding.

(ii) The obligations assumed by the university in the document are consistent with the university's mission, including business purposes.

(iii) There is no real or potential conflict of interest or there has been adequate disclosure of any potential conflicts of interest.

(iv) The benefits to the university from the transaction are necessary, appropriate, and outweigh the potential risks to the university.

(v) The signer has consulted with appropriate personnel within the university (e.g., finance and administration, purchasing, general counsel, risk management, etc.).

(vi) The agreement does not conflict with existing university agreements.

(vii) The signer has complied with all pre-contract procedures, such as, for example, competitive bidding procedures.

(3) Signing own name. Those employees delegated the authority to sign documents or sub-delegated authority to sign documents must sign their own names and titles.

(4) Where actual signature required. Unless otherwise allowed by the president or the chief financial officer and vice president for finance and administration, all documents must be signed by hand. The use of rubber stamps, signature plates, or other mechanical devices to affix the signature is prohibited, except signature plates may be used for checks. Use of electronic signatures requires specific authorization.

(5) Electronic affirmation allowed. When electronic affirmation to bind BGSU to an obligation is used, the person authorizing the obligation must memorialize the essential terms of the transaction in writing or in a secure electronic fashion approved by the chief financial officer and vice president for finance and administration. Printing out a receipt for an on-line purchase provides an adequate memorial of the transaction.

(6) Conflicts. A person with delegated authority may not sign any document or obligate the university to an agreement in which he or she may have a significant personal interest preventing objective analysis or may receive a personal advantage or benefit. Documents or agreements in this category shall be authorized by the person with authority at the next highest organizational level.

(7) Contracts must be in writing.

(E) In addition to the university president, the persons holding the following positions are hereby delegated authority to sign contracts on behalf of Bowling Green state university. No other persons are authorized to sign contracts for or on behalf of the university. No sub-delegations of authority other than those listed below may be made without approval of the president.

Contract Type Signature Authority

Advertising contracts	Contracts greater than $50,000: President Contracts less than $50,000: Chief communications officer Firelands advertising contracts less than $15,000 - Dean of Firelands College
Affiliation agreements, except clinical affiliation agreements.	President and/or provost
Athletic events (game contracts, broadcast, etc.)	Contracts greater than $50,000: President or delegee Contracts less than $50,000: Director of intercollegiate athletics or designee
Clinical affiliation agreements.	Deans of the colleges
Construction contracts (new construction and alteration of existing facilities).	CFO (upon board approval.)
Consulting contracts where the university is purchasing consulting services.	Provost or CFO
Continuing education instructor/ non-credit instructor contracts.	Deans of the colleges
Dining agreements, institutional.	CFO or delegee
Employee benefit agreements.	CFO
Employment contracts.	By type and subject to compliance with university budget control procedures and board of trustees approval: Faculty and administrative staff assigned to the colleges- Deans of the colleges Administrative staff - Division vice president Classified staff - CHRO Executive officers - President
Equipment rental, equipment rental for student organizations	CFO or delegee, VPSA or delegee Academic - Deans of the colleges
Events, conferences, off campus (facility rentals, transportation, catering etc).	Alumni and advancement - VPUA academic event costs more than $15,000 - Provost Event costs less than $15,000 - Deans of the colleges VPSA or delegee All others - CFO or delegee
Facility rentals (BGSU property rented to outside parties) Note: when rental involves a performing artist, defer to performing artist section	Facility manager* or delegee *ice arena, field house, rec center, Stroh. All other facilities should be rented through conference and event services
Financial management, investment advisor contracts.	Upon board authorization, CFO
Financial obligation contracts (e.g, contracts related to issuance of debt.)	Upon board authorization, CFO
Fire school	1. Waiver and indemnifiaction for loan of academy equipment- CFO 2. Memo of understanding for use of equipment -CFO 3. Charter for fire training from Ohio department of public safety- Provost 4. Traning proposals/bids -Dean 5. Contract for use (destruction) of structure for fire training - CFO 6. Application for Burn permit (EPA)- CFO 7. Instructor contracts-Dean 8. Lease or puchases of equipment (not paid for with purchasing card.) - CFO or designee
Gift agreements or pledges	President or vice president for university advancement
Insurance contract renewals and/or changes (after bid process)	CFO or delegee
Labor agreements	Upon board authorization, president, provost (faculty), CFO, CHRO and general counsel
Capital or long-term lease of property space or equipment (university as lessor or lessee)	CFO
Legal documents as delegated by the President	Designated officer
Library acquisitions	Dean of Libraries
Licenses of BGSU-owned intellectual property (e.g., patents, copyrights)	VPR following board of trustees approval
Maintenance and service of equipment and physical plant	CFO and delegee, except: For contracts to be paid from the student affairs budget, VPSA or delegee. (VPSA to notify CFO.)
Maintenance and repair of scientific/ research/instructional equipment	Less than $15,000 - Deans of the colleges More than $15,000 but less than $100,000 -Provost More than $100,000 - CFO
Material transfer agreements	VPR
Medical devices purchased by speech and hearing clinic for dispensing	Chair, communications sciences
Music commissioning and publication agreements	Less than $15,000 - dean of the college of musical arts $15,000 or more -- provost
Institutional memberships in professional associations	Provost or delegee -Academic memberships; All others - Vice-president, CFO or delegee
Performing artist/promoter contracts	By venue and by type: Stroh center or other athletics facilities - Director of intercollegiate athletics School of music venues - Dean Bowen-Thompson student union - CFO Student activities - VPSA Firelands - Dean
Real estate purchase or lease	CFO as per board resolution currently in effect
Recreation, excluding capital improvements, maintenance, custodial, etc	VPSA or delegee
Research, research compliance, sponsored projects, or technology transfer	VPR
Residence hall license agreements with students/parents	VPSA or delegee
Sale of surplus property	CFO or delegee
Service agreements other than consulting	CFO or delegee
Software license agreements and all ITS related services	Less than $100,000 - Chief information officer More than $100,000 - CFO
Independent contractor agreements (speakers, individual providers of professional services not otherwise provided for)	Fee exceeding $15,000 - Provost Speaker fee less than $15,000 - Deans, executive directors, AVP's or delegee Student affairs - VPSA or delegee Firelands - Dean or delegee. CFO or delegee- All others
Contracts and legal documents not otherwise provided for	President delegation

(F) General counsel review and approval

Contracts involving the following subjects must be reviewed and approved as to legal form by the office of general counsel. No contract of these types may be signed on behalf of the university unless it has first been approved as to legal form by the office of the general counsel and that approval is indicated on the face of the contract. Those purchases that are authorized for purchase on a P-card are not subject to this requirement.

(1) Contracts involving the sale or lease of real property;

(2) Contracts for the purchase or sale of goods or services greater than two hundred fifty thousand dollars or where performance of the contract shall take longer than one year;

(3) Contracts for which the total financial value exceeds one hundred thousand dollars;

(4) Contracts for consulting or professional services;

(5) Contracts for affiliation with other institutions or for foreign study;

(6) Contracts for insurance;

(7) Employment agreements providing for deferred compensation benefits other than those administered by human resources;

(8) Contracts involving patent, copyright, trademark, or other intellectual property licensing;

(9) Gift agreements; and

(10) Contracts containing clauses related to:

(a) Defense, indemnification, or hold harmless provisions

(b) Provisions seeking to limit the amount or types of liability of the other contracting party, its subcontractors, agents, or successors

(c) Establishing the choice of law, forum, or dispute resolution means

(d) Automatic renewal

(e) Proof of insurance and

(f) Involve the acceptance of risk or liability.

(G) General counsel review not required

Contracts in the following categories do not require general counsel review prior to execution if they satisfy the following requirements:

(1) Contracts that follow exactly a form which has been previously approved, as a form, by the office of general counsel (for example, a purchase order form to which no special language has been added, or categories of contracts which, in the general counsel's written opinion, do not require legal review; and

(2) Contracts that that the office of the general counsel has declined to approve but that are approved by either

(a) The president or

(b) Any two vice presidents when they are satisfied that, as a matter of policy, signing the contract will be in the best interest of the university.

(H) Abbreviations:

(1) Provost - Senior vice president for academic affairs and provost

(2) CFO - Chief financial officer and vice president for finance and administration

(3) VPR - Vice president for research and dean of the graduate college

(4) CHRO - Chief human resources officer

(5) VPSA - Vice president student affairs

(6) VPUA - Vice president university advancement

(7) AVP - Associate vice president

(I) This university policy supersedes all previous university policies and communications concerning contract and signatory authority.

(J) Related policies

(1) Purchasing policy

(2) Competitive purchasing policy

(3) Code of ethics

Effective: 2/18/2019
Promulgated Under: 111.15
Statutory Authority: 3345
Rule Amplifies: 3345
Prior Effective Dates: 03/16/2015, 05/06/2015, 05/03/2016, 09/09/2016, 05/04/2018