04-6 Contract Signatories (Third Release)

  1. Purpose
    1. In its bylaws the Board of Governors has delegated to the president full authority as chief executive officer of the University and has, in addition, authorized the president to designate the duties of other executive officers.
    2. The Board of Governors is empowered to contract for the University.  In its bylaws the Board has empowered the president or his/her designee to execute contracts agreements, leases, and other financial obligations on behalf of the University, as authorized by statute or resolution.  The Board of Governors statute, "Contract Awards, " WSUCA 2.81.01, delegates certain contract-signing authority and authorizes the president to establish guidelines for such delegation.
    3. The purpose of this university policy is to establish rules regarding the signing of contracts, and to delegate to certain administrative officers authority to sign contracts.
  2. Definition
    1. Any agreement between two or more parties, which is enforceable at law, is a "contract." This university policy addresses agreements or arrangements with a non-WSU party or parties, to which Wayne State University is a party, whether or not the formal document of agreement is entitled "contract."
    2. A contract is a "sponsored program" in those cases where the primary purpose of  the non-WSU party is to contract for the performance of research, instruction, or public service by WSU, and in those cases where the primary purpose of WSU is to contract for the performance of research, instruction, or public service by the non-WSU party.
    3. All other contracts in which the University is the seller of service constitute "contracts for the sale of services."  All other contracts in which the University is the purchaser of service constitute "acquisition of the services of third party vendors or independent contractors."
  3. General Rules
    1. Contracts should be in writing.
    2. Except as provided in section 3.3, and except for contracts that follow exactly a form which has been previously approved, as a form, by the Office of the General Counsel (for example, a Purchase Order form to which no special language has been added, the forms for salary reimbursement agreements of the School of Medicine, or the form "Publishing Contract," when no special language has been added), or categories of contracts which, in the General Counsel's written opinion, do not require legal review, no contract may be signed on behalf of Wayne State University unless it has first been approved on its face, in writing, by the Office of the General Counsel.  Those purchases that are authorized for purchase on a P-card are not subject to this policy.
    3. Either (1) the President or (2) any two vice presidents may sign contracts that the Office of the General Counsel has declined to approve in those instances in which they are satisfied that, as a matter of policy, signing the contract will be in the best interest of the University.
    4. Whenever the specific approval of a contract by the Board of Governors is required and approval has been obtained by telephone poll or mail ballot, as permitted by the Bylaws of the Board of Governors, the signature of the Secretary of the Board of Governors shall be required on the contract, as verification that the Board has approved the contract, in addition to any other signatures that may be required by statute or by university policy.
  4. Delegation of Authority
    1. The following officers are hereby delegated authority to sign contracts on behalf of Wayne State University.  No other persons are authorized to sign contracts for or on behalf of the University.  No subdelegations of authority other than those listed below may be made without approval of the president.
      Delegation of Authority
      Activity Signatory Authorized by Board Dollar Amount Subdelegated Signatory

      A.     Real Property Transactions involving the purchase, sale or other disposition of real property (except for (1) petitions for the vacation of streets and/or alleys, and undertakings to obligate the University for the payment of costs for such vacations; (2) leases; and (3) receipt of gifts of unencumbered, reasonably marketable, real property that would not necessitate expenditures of University funds)

      Any one of: 
      President, or designee (after prior Board authorization)

      Transactions for $100,000 or more.

      Treasurer  (after prior Board authorization, and approval by the President)

      President or designee Transactions costing less than $100,000 (should be reported to the Board at the meeting following the completion of the transaction) Treasurer (after approval by the President)

      1.     Petitions for the vacation of streets and/or alleys, and undertakings to obligate the University for the payment of costs for such vacations 1

      President or designee

       

      Treasurer

      2a.     Lease of real property (as lessee)

      President or designee, (after prior Board authorization, and approval by the President, in case of designee)

      Leases for a period longer than 120 months, including an unconditional right of renewal, and/or for more than $200,000 net rental cost annually.

      Treasurer (after approval by the President)

      President or designee Leases for a period less than 120 months, including an unconditional right of renewal, and/or for less than $200,000 net rental cost annually. Treasurer (after approval by the President)

      2b.     Lease of real property as lessor (except for No. 3 below)

      President or designee

      All transactions

      Treasurer or Chief of Staff in absence of the Treasurer (after approval by the President)

      3.     Classroom rentals at extension centers to third parties

      President or designee

      All transactions

      Associate Vice President for Educational Outreach for daily rentals and term rentals up to one academic year; Treasurer for rentals in excess of one academic year.

      4.     Receipt of gifts of unencumbered, real property that would not necessitate expenditures of University funds.2

      President or designee

      All transactions

      Treasurer

      B.     Investment

      President or Treasurer or designee(s)

      All transactions

      Treasurer

      C.     Routine Contracts

      1.     Acquisition by purchase, lease or rental of supplies or equipment (except as provided in C.2 and D.7), and acquisition of the services of contractors (including those who are contracted to sell goods and services on campus) not dealt with in subsection 2, below.

      President or designee Contracts for $500,000 or more. Vice President for Finance & Business Operations 3
      $150,000 or more but less than $500,000 Assistant Vice President, Procurement & Strategic Sourcing
      $25,000 or more but less than $150,000 Associate Director of Purchasing Services
      Less than $25,000 The Buyer in the Purchasing Department 4

      2.     For waiver of bidding for contracts for goods or services of $ 25,000 or more, where there is only a single source for purchase or where scientific judgment requires the purchase of specified goods or instruments, the Director of Purchasing.

      Contracts for $500,000 or more. Vice President for Finance & Business Operations 5
      $150,000 or more but less than $500,000 Assistant Vice President, Procurement & Strategic Sourcing
      $25,000 or more but less than $150,000 Associate Director of Purchasing Services

      2.     Acquisition of moveable equipment not associated with the structure of a building, whether by direct purchase or by capital lease.

      President or designee (after prior approval by the Board) All transactions Treasurer (Transactions with a purchase price of $1,000,000 or more should first be approved by the Board of Governors.)

      3.     Acquisition of the services of independent contractors (Personal Services Contracts) whose expertise is in areas traditionally related to the expertise of the operating divisions

      President or designee For Division of Academic Affairs contracts over $25,000, and in compliance with competitive bidding requirements. The Provost and Senior Vice President for Academic Affairs.
      For Division of Academic Affairs contracts for $25,000  or less. The contracting unit dean or director.
      For the Executive Office of the President contracts, and in compliance with competitive bidding requirements. The Chief of Staff
      For all other Divisions' contracts, and in compliance with competitive bidding requirements. The chief executive officer of the respective Division.

      4.     Outside Legal Counsel

      President or designee

      All Transactions

      General Counsel

      5.     Services of artists, speakers  and performers for events for student organizations.

      President or designee

      For contracts of $10,000 or more.

      The Associate Provost and Associate Vice President for Undergraduate Affairs. 

      Contracts less than $10,000. The Dean of Students

      6.     Rental of facilities, exhibits and equipment for events for student organizations.

      President or designee

      For contracts of $10,000 or more.

      The Associate Provost and Associate Vice President for Undergraduate Affairs.

      Contracts less than $10,000. The Dean of Students.

      7.     Athletics-related contracts

      President or designee

      For contracts for $ 25,000 or more.

      The President.

      Contracts for less than $25,000. The Director of Athletics.

      8.     Publishing Contracts in the form that has been approved, as a form, prior to the time of signature.

      President or designee

      All Transactions

      Provost

      9.     Contracts related to library acquisitions (limited to books and serials) within the authorized budget of the Dean of Libraries.

      President or designee

      All Transactions

      Dean of Libraries

      10.     Off-campus banqueting arrangement

      President or designee Contracts exceeding $500,000. Treasurer
      Contracts of $30,000 to $500,000. Director of Purchasing
      Contracts of less than $30,000, limited to standard reservation forms and where (if liquor will be served) vendor has a valid liquor license Deans and directors

      11.     Sale of surplus property (except real property), i.e., supplies and equipment  6

      President or designee Sales over $75,000 Treasurer
      Sales of greater than $10,000 but less than $75,000

      Director of Purchasing

      Sales of $10,000 or less. Controller

      12.     Lease or rental of University supplies or equipment.

      President or designee Transactions totaling over $25,000. Treasurer
      Transactions totaling $25,000 or less. Director of Purchasing

           Competitive Bid Exceptions:

      13.     Granting written exceptions for contracts requiring highly specialized service of professional firms for which a public bid would not be appropriate, or for contracts for the services of independent contractors (Personal Service Contracts) whose expertise is in areas traditionally related to the expertise of the operating unit.

      President or designee

      Contracts in excess of $25,000

      Chief of Staff

       

      All other exceptions, (sole source, scientific judgment, compatible equipment/ service with existing equipment/service, etc.) with written justification from the requisitioner.

      (Note: except as approved above, routine contracts for the purchase of supplies, equipment, or the services of independent contractors in the amount of $25,000 or more must be awarded on the basis of competitive bids.

      Architectural and engineering contracts may be awarded on the basis of specialized experience and strength among the firms that desire to do business with the University.)

      Director of Purchasing

      D.     Capital Outlay

      1.     Planning services for new facilities.

      President or designee Contracts exceeding $100,000 Treasurer (after prior Board authorization)
      Contracts $100,000 or less. Treasurer

      2.     Other planning services

      President or designee

      All Transactions

      Treasurer

      3.     Construction of new facilities

      President or designee

      All Transactions

      Treasurer (after prior Board authorization)

      4.     Alteration of existing facilities

      President or designee (after prior Board authorization)

      Alterations costing more than $500,000

      Treasurer (after prior Board authorization)

      5.     Alteration of existing facilities

      President or designee

      Alterations costing $100,000 to $500,000

      Treasurer

      6.     Alteration of existing facilities

      President or designee

      Alterations costing $100,000 or less

      Associate Vice President, Facilities Planning & Management or Treasurer

      7.     Furnishings and equipment related to new construction, or related to alteration projects of more than $200,000

      President or designee

      Contracts for $200,000 or more

      Treasurer (after prior Board authorization)

      8.     Special maintenance of fixed equipment and physical plant, within authorized budgets

      President or designee Contracts in excess of $100,000 Treasurer
      Contracts for $100,000 Associate Vice President, Facilities Planning and Management

      E.     Sponsored Programs

      1.     Contracts and Subcontract Awards

      President or designee Contracts of $3,000,000 or more Treasurer or Vice President for Research
      Contracts of $1,000,000 or more but less than $3,000,000 Associate Vice President for Sponsored Programs Administration or the Associate Vice President for  Research  in the absence of the  Associate Vice President for Sponsored Programs Administration
      Contracts of $500,000 or more but less than $1,000,000 Director of Sponsored Programs Administration
      Contracts up to $500,000 Manager of Sponsored Program Administration

      F.     Agreements other than affiliation agreements involving no transfer of funds and related to academic programs

      Provost

      All Agreements

      For the form Computing Services Center "test contract" previously approved: Chief of Staff

      G.     Affiliation Agreements:  Affiliation agreements between Wayne State University and one or more organizations as to teaching, research, and service or clinical opportunities,

      President or designee Affiliation agreements with an annual transfer of funds of more than $1,000,000. Provost or designee (after President, after prior approval of the Board of Govenors)
      Affiliation agreements between $250,000 and $1 million Provost (after prior approval by the President)
      Affiliation agreements with an annual monetary transfer of less than $250,000 Provost or designee

      H.     School of Medicine salary reimbursement agreements

      President or designee

      All agreements

      Provost or designee

      I.     Eugene Applebaum College of Pharmacy and Health Sciences  salary reimbursement agreements

      President or designee

      All agreements

      Provost or designee

      J.     Contracts for the sale of services by auxiliary units established in whole or in part for the purpose of selling services (e.g., the McGregor Conference Center)

      President or designee Contracts over $25,000 and all other contracts for sale of services not mentioned elsewhere in this policy. The Treasurer
      Contracts of $25,000 or less The Assistant or Associate Vice President overseering the particular auxiliary unit

      K.     Employment Benefit Agreements

      President or designee

       

      Vice President for Finance & Business Operations or designee

      L.     Labor Agreements

      Pursuant to prior Board authorization, President or designee

       

      Provost, Chief of Staff, Treasurer, V.P. and General Counsel (after authorization from the President)

      M.     Agreements dealing with intellectual property

      President or designee

       

      Vice President for Research or Treasurer

      N.     Loans and Loan Guarantees

       

      The credit of Wayne State University, whether by loan or by loan guarantee, will not be granted to or in aid of any individual, association, corporation, or entity except as permissible by law and in accordance with Board of Governors statute 2.81.01

      Extensions of credit shall not be funded by State appropriations and may be granted only under the following circumstances:

       

      A)   A finding by the Board (or in the case of an extension of credit less than $100,000 by the President) that the beneficiary of the extension of credit is an entity under the substantial control of Wayne.  This is indicated when Wayne has substantial control of the governing board of the entity; or

      B)   The extension of credit is essential to maintaining or supporting Wayne's research, teaching, and/or community engagement mission.  This is indiciated when there is an ongoing relationship between Wayne and the recipient of the extension of credit, and the recipient provides substantial research, educational, or community engagement opportunities to Wayne students and/or  Wayne faculty and staff

      President or designee

      Loans and guarantees greater than $100,000

      Treasurer (after prior Board authorization, and approval by the President)

      Loans and loan guarantees of $100,000 or less (any such extension of credit must be approved by the President and reported to the Board at its next scheduled meeting) Treasurer (after approval by the President)
      • 1  Pursuant to Board of Governors Statute, "Streets and Alleys; Vacation of," WSUCA 2.83.03.
      • 2  Pursuant to Board of Governors Statute, "Planned Giving Policies and Guidelines, "WSUCA 2.72.01.
      • 3  These signatories will obtain the approval of the Division of University Relations before effecting the purchase of any printing except for standardized printing and printing for the University press.  (Printing for student publications is covered in subsection C.6.)
      • 4  These signatories will obtain the approval of the Division of University Relations before effecting the purchase of any printing except for standardized printing and printing for the University press.  (Printing for student publications is covered in subsection C.6.)
      • 5  These signatories will obtain the approval of the Division of University Relations before effecting the purchase of any printing except for standardized printing and printing for the University press.  (Printing for student publications is covered in subsection C.6.)
      • 6  Pursuant to Board of Governors Resolution, "Sale of Surplus Property, "WSUCA 4.83.01.  Sales of surplus property for amounts greater than $50,000 require approval of the  Board of Governors.<>/span
  5. Supersession
    1. This university policy supersedes University Policy 2004-06, Second Release, as well as the General Procedure, "Contract Award Policy." of April 11, 1977, the Administrative Procedures and Guidelines of November 12, 1981 regarding contract signatories, Executive Order 85-1, and all other references to contract signatories in University documents.
  6. Duration
    1. This delegation is revocable by the president at any time and without notice.
  7. Effective Date
    1. This university policy is effective upon issuance.

 

Signed by President Allan Gilmour  June 28, 2013