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Home :: Policies :: Contract Review, Approval, and Execution

Contract Review, Approval, and Execution

Responsible Department
Office of the General Counsel
Effective Date
01/22/2020
  1. .

    Policy Purpose

    The purpose of this policy is to articulate the rules related to the review, approval, and execution of contracts at the University of North Georgia (the “University”).

  2. .

    Definitions

    1. Authorized University Official: An individual, delegated in writing, with the authority to sign a Contract (as defined below) in compliance with this policy and Board of Regents of the University System of Georgia (“BOR”) policies.

    2. Contract: Any contract, agreement, memorandum of understanding, memorandum of agreement, letter of intent, waiver, material transfer agreement, or other written or electronic document, or renewal of or amendment to such document, that commits the funds, personnel, facilities, equipment, property, or other resources of the University.

    3. Responsible University Office: The school, division, department or office from which a desired transaction or Contract originates.  This office typically is responsible for the business terms of the Contract and has the ongoing obligation to monitor the terms of the Contract after it has been executed.
  3. .

    Policy Statement

    1. CONTRACT INITIATION

      University Contracts and transactions may be initiated in a variety of ways, but generally there are three (3) different Contract initiation areas in the University.

      1. The purchase of all goods and services needed by the University community is managed by the Purchasing Department.  For more information on the purchasing process, visit the University’s Division of Business and Finance Purchasing website.  All purchases of goods and services must comply with Georgia law, BOR requirements, and Department of Administrative Services regulations, policies and procedures.

      2. There are specific University offices that manage some specialized transactions.  Areas of expertise are identified in the Contract Procedures.  These offices should be contacted early in the contract development process, because the units have expertise and existing processes in place that could be helpful.

      3. If a desired transaction is not handled by either Purchasing or a specific University office, the Office of General Counsel can provide assistance in developing an agreement for University projects.

    2. REVIEW OF CONTRACTS

      1. All Contracts, other than certain Contracts for the purchase of goods and services, require submission to the Office of General Counsel for legal review.  A legal review determines the legal validity of a Contract, as opposed to whether the Contract is appropriate from a business and administrative perspective.  The final decision to enter into a Contract is the responsibility of the department initiating the Contract and should take place only after all applicable University approvals have been obtained.

      2. Some Contracts also require supplemental review by additional, specific University offices.  For a list of the types of Contracts that require supplemental review and the offices responsible for such review, refer to the University’s Procedure for Contract Review, Approval, and Execution.

    3. PROHIBITED TERMS

      The Georgia Constitution and several Georgia laws prohibit the University from entering into contracts that contain certain provisions.  Employees may be subject to personal liability for entering into contracts containing prohibited terms.  For more information regarding prohibited contract terms, visit the University’s General Counsel Contract Review website.

    4. APPROVAL OF CONTRACTS

      Before being signed or executed by an Authorized University Official, a Contract must be approved by the following:

      1. The Responsible University Office;
      2. The Department or Division Head;
      3. The Dean, Director, or appropriate Associate Vice President or Vice President;
      4. The Office of General Counsel; and
      5. Any office responsible for supplemental review pursuant to Section III.A.2. above.

    5. EXECUTION OF AND AUTHORITY TO SIGN CONTRACTS

      1. Contracts binding on the University may only be signed by an Authorized University Official.

      2. Consistent with the BOR Policy Manual 2.6.4, the authority to sign Contracts rests with the President.  Pursuant to BOR Policy Manual 2.6.5, the President also may delegate such authority to certain individuals.  A chart tracking the Authorized University Officers pursuant to delegation of authority by the President is maintained by the Office of General Counsel.

      3. Contracts signed by an individual who is not an Authorized University Official are not binding on the University, but such Contracts may subject the individual who signed without authority to personal liability.

    6. CONTRACT ADMINISTRATION

      Unless otherwise provided by University policy, the Responsible University Office has the obligation to oversee the performance of the Contract and monitor the University’s compliance with the terms of the Contract.  Failure to monitor the Contract requirements may expose the unit or University to financial loss, legal actions, and claims of breach of Contract or default.

    7. RECORDS RETENTION

      The University complies with the USG Records Retention Schedules found on the USG website.  In accordance with these specific retention requirements, the Office of General Counsel will retain the final, fully-executed original of all Contracts for the University, other than Contracts handled by the University’s Purchasing Department.
  4. .

    Procedures

    Any related operating procedures must comply with and should reference this policy.

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