CONTRACTS

• 1.0 Purpose
• 2.0 Policy
  • 2.1 Legal Review of Contracts
  • 2.2 Authorized Signatories
  • 2.3 Procurement
  • 2.4 Conflict of Interest
  • 2.5 Contract Approval
  • 2.6 Control Number
  • 2.7 Indemnification Clauses for Contracts
  • 2.8 Contract Renewal
  • 2.9 Governing Laws
  • 2.10 Controversial or Significant Contracts
• 3.0 Definitions
• 4.0 References
• 5.0 Approvals and Revisions

1.0 Purpose

Policies in this section relate to the review and approval of all legally binding WRITTEN contracts to which the University is a party. Oral contracts are not authorized whether or not there is a monetary exchange.

2.0 Policy [Top]

University policies and procedures related to contracts are consistent with State Directives and Guidelines.

Adequate lead time is essential to processing contracts due to legal and other procedural requirements.

2.1 Legal Review of Contracts

Certain directives and other authorities provide for review of contracts by the Attorney General or the University General Counsel (e.g., State Secretary of Administration and Finance directives no. 2-79 and 4-80). It is the responsibility of the University employee signing a contract to ensure that the standards in all such documents have been satisfied before execution of the contract.

2.2 Authorized Signatories

All contracts must be signed for The Rector and Visitors of the University of Virginia BY AN AUTHORIZED SIGNATORY.

Signatories authorized by the Board of Visitors are:

• President,
• Executive Vice President and Chief Operating Officer,
• University Comptroller.

To expedite the review and processing of contracts, limited authority to sign certain agreements has been delegated in writing to designated administrative officers. Individuals negotiating contracts that are not authorized signatories must indicate, preferably in writing, that the contract is not executed until signed by an authorized signatory.

All requests for exception to policy should be approved in writing, with notification to Accounts Payable.

ONLY AUTHORIZED SIGNATORIES, APPROVED IN WRITING BY THE UNIVERSITY COMPTROLLER, CAN COMMIT THE UNIVERSITY IN A CONTRACT.

See also:

Policy VII.R.2, "Functions of Responsible Administrative Offices."

2.3 Procurement

Contracts for the procurement of goods and services must be made in accordance with the laws of the State of Virginia and within the policies and procedures of the University as administered by the the Director of Procurement Services. Some large acquisitions may require that a formal Request for Proposal (RFP) or Invitation for Bid (IFB) be prepared.

2.4 Conflict of Interest

Contracts between the University and any firm in which a University officer or employee has a material financial interest are prohibited unless the officer's or employee's duties are such that he/she qualifies for an exemption.

See also:

Policy XV.A.1, "Conflict of Interests."

2.5 Contract Approval

A completed contract approval sheet should accompany all executed contracts and should reflect the contract control number as assigned.

See also:

Procedure 7-70, "Preparation of Contract Approval Sheet."

2.6 Control Number

All contracts will be assigned a control number by the appropriate responsible administrative office after the agreement has been signed by an authorized signatory.

See also:

Policy VII.R.2, "Functions of Responsible Administrative Offices."

Control Numbers:

• Purchase Order Number
• Contract Control Number
• State Lease Number

A control number must appear on all vouchers forwarded for payment.

2.7 Indemnification Clauses for Contracts

Requests for the University to hold harmless or indemnify a contractor from a claim by third parties are normally rejected. The University does not have the authority to enter into any such agreement without obtaining the Governor's approval as provided by Section §2.1-526.8 of the Code of Virginia. To agree to hold someone harmless, it is necessary to follow the required procedure.

See also:

Procedure 7-71, "Approving Indemnification or Hold Harmless Clauses in University Contracts."

2.8 Contract Renewal

When a contract is renewed, a new contract approval sheet should be generated with the original contract control number referenced.

See also:

Procedure 7-70, "Preparation of Contract Approval Sheet."

2.9 Governing Laws

University contracts should either state that the laws of the Commonwealth of Virginia govern the contract or be silent on the issue. The Attorney General's Office has strongly recommended not signing contracts where the laws governing the contract are those of another state. Should the contracting party insist, authorized signatories should consult the Office of General Counsel for guidance.

2.10 Controversial or Significant Contracts

Authorized signatories should bring such contracts to the attention of their supervisors or the University Comptroller, as appropriate.

3.0 Definitions [Top]

4.0 References [Top]

5.0 Approvals and Revisions [Top]