REG 01.20.02 - Delegation of Authority to Sign Contracts


Authority:
Issued by the Chancellor. Changes or exceptions to administrative regulations issued by the Chancellor may only be made by the Chancellor.

History: First Issued: April 11, 1987; Last Revised: November 22, 2016.

Related Policies:
UNC Policy Manual 600.1.1.1[G] - Guidelines on the Delegation of Authority to Execute Construction Contracts
UNC Policy Manual 600.1.3 - Leasing and Acquisition of Real Property Authority
UNC Policy Manual 200.5 - Initiating and Settling Lawsuits
NCSU Purchasing Regulations
NCSU REG07.05.02 – Payments - Small Purchases
NCSU REG01.25.06 - Use of the University's Names, Marks, Symbols, Images, and Copyrights
NCSU RUL01.25.01 - Trademark Licensing Rules
NCSU REG01.25.05 - Procedure for Formatting, Adopting, and Publishing Policies, Regulations and Rules
NCSU REG01.20.01 - Delegations of Authority for Appointments, Compensation and Other Personnel Actions for Employees Exempt from the State Human Resources Act (EHRA)
NCSU POL01.20.02 - Authority of Vice Chancellor for Finance and Administration
NCSU POL01.20.01 - Authority of the Chancellor 

Additional References:
Contracts and Purchasing
SPARCS Standard Operating Procedure, Delegations of Signature Authority
The Code of the Board of Governors of the University of North Carolina
Standard Form Agreements Approved for Use by the Office of General Counsel
Delegation of Signature Authority Chart

Contact Info: Vice Chancellor and General Counsel (919-515-3071)


1.  BACKGROUND AND SCOPE OF REGULATION

1.1  Full executive and administrative power is vested in the Chancellor by N.C. Gen. Stat. 116-34(a) and Section 502A of The Code of the Board of Governors of the University of North Carolina.  Inherent within this power is the authority to sign contracts binding North Carolina State University, and to delegate and permit the further delegation of such authority not otherwise retained by the Board of Governors, the Board of Trustees or other state administrative agencies or officials.

1.2  This regulation sets forth the Chancellor’s approved delegations and sub-delegations of contract signature authority to various administrative officials for contracts signed on or after the regulation’s effective date.  Job titles listed herein are nominal and may be changed or modified over time.  Title equivalencies and changes shall not effect the application of delegated authority contained in this regulation.

1.3  For purposes of this regulation, a contract means an agreement between two or more persons that creates a legally binding obligation to do or not to do a particular thing.  A contract may be titled as an agreement, a memorandum of understanding, memorandum of agreement, a promise to pay, or may use other terminology.  A contract may or may not involve the payment of money.

1.4  This regulation excludes the delegation of authority for faculty, EHRA professional and administrative personnel appointments, compensation and related personnel actions.  Such delegations are governed by NCSU REG01.20.01 - Delegations of Authority for Appointments, Compensation and Other Personnel Actions for Employees Exempt from the State Human Resources Act (EHRA).

2.  UNAUTHORIZED CONTRACTS

2.1  NC State does not recognize contracts signed by University employees or agents as binding on the University unless the employee who signed the contract has duly delegated signatory authority.

2.2  Employees who sign contracts purporting to bind NC State without authority properly delegated under this regulation may be personally liable to the contractor and to NC State, and may be subject to University disciplinary action, up to and including dismissal or discharge for cause.

2.3  All previous delegations of authority are superseded and rendered void as of the effective date of this regulation.

3.  GENERAL DELEGATIONS OF AUTHORITY

3.1  The Chancellor retains residual executive authority to sign contracts for NC State notwithstanding the delegations of authority contained in this regulation.

3.2  The Vice Chancellor for Finance and Administration is delegated the authority to sign all contracts for which the Chancellor has signature authority that may be further sub-delegated.

3.3  Executive Officers delegated signature authority retain residual signature authority notwithstanding further sub-delegations of signature authority that are set forth in this regulation.

4.  SPECIFIC DELEGATIONS OF AUTHORITY

Specific delegations of contract signature authority for specified contracts to Executive Officers and their delegates are set forth in this section.  An individual with delegated signature authority who signs a contract on behalf of the University has the responsibility to ensure that the contract follows University and State policies, regulations, rules and guidelines and that all necessary insurance coverage is in force.  Such delegation of signature authority may not be further sub-delegated except as authorized by this regulation. 

4.1  Academic Contracts

4.1.1  Authority to sign contracts related to academic exchange and academic cooperative agreements, academic personnel, scholarly leave agreements requiring University signature, academic placements (such as field work internships or clinical training), and academic matriculation and curriculum exchange is delegated to the Executive Vice Chancellor and Provost, and is sub-delegated to the Senior Vice Provost for Academic Strategy and Resource Management.

4.1.2  The authority to sign academic cooperation agreements between the North Carolina Agricultural Research Service (NCARS), the North Carolina Department of Agriculture and Consumer Services and public school systems for the placement of students at research stations is delegated to the Executive Vice Chancellor and Provost, and is sub-delegated to the Dean of the College of Agriculture and Life Sciences.

4.2  Research Contracts and Sponsored Programs

4.2.1  The authority to sign contracts, grants, consortia, center, cooperative and other research and public service agreements  is delegated to the Vice Chancellor for Research, Innovation and Economic Development.   This authority also includes the authority to grant exemptions to claiming maximum allowable indirect costs.

4.2.2  Signature authority to approve those contracts listed in 4.2.1 is sub-delegated by the Vice Chancellor for Research, Innovation and Economic Development to the following positions:

a.  Associate Vice-Chancellor for Research Development;

b.  Director of Sponsored Programs;

c.  Director of Research Compliance; and

d.  Senior Contract Negotiators within SPARCS

4.2.3  Signature authority for the standard Memorandum of Agreement (MOA) that is used for sponsored programs of fifty  thousand dollars ($50,000.00) or less (including overhead) is sub-delegated by the Vice Chancellor for Research,  Innovation and Economic Development to the Deans of all the Colleges and to their Associate Deans for Research (or equivalent position).  The standard MOA may be used only where: (1) funding is not from federal or state sources; (2) the approved MOA form found at SPARCS website is used; (3) funding does not exceed fifty  thousand dollars ($50,000.00); and (4) an overhead rate of at least 15% is applied to the total direct cost.

4.2.4  Signature authority for proposals for research, public service, scholarship, and other sponsored creative activities to be funded by grant, cooperative agreement, memorandum of agreement, contract, purchase order or any other form of funding agreement is sub-delegated to those administrators listed in 4.2.2 and to other administrators as may be approved from time to time by the UNC Office of the President and documented in SPARCS Standard Operating Procedure, Delegations of Signature Authority.

4.3  Technology Transfer

4.3.1  The authority to sign contracts  for the university’s technology transfer program, including but not limited to licenses, options, confidentiality agreements, material transfer agreements and documents required for the prosecution and maintenance of University intellectual property rights is delegated to the Vice Chancellor for Research, Innovation and Economic Development.

4.3.2  The Vice Chancellor for Research, Innovation and Economic Development  sub-delegates signature authority for contracts relating to the operation of the university's technology transfer program, including but not limited to licenses, options, confidentiality agreements, material transfer agreements and documents required for prosecution and maintenance of University intellectual property rights, to the Assistant Vice Chancellor for Technology Commercialization and New Ventures, and further subdelegated to the Director of the Office of Technology Transfer.  This sub-delegation of signature authority includes granting of licenses for software for which NC State owns the copyright and for other works of copyright owned by NC State where the license will generate revenues beyond direct cost recovery.

4.4  Permissions to Use University Name, Marks, Symbols, and Copyright

4.4.1 With the exception of permissions for the use of University-owned software or permission for use of copyrighted works generating revenue beyond direct cost recovery, which are within the delegated authority of the Vice Chancellor for Research, Innovation and Economic Development , the authority to sign agreements granting permission to use University-owned works subject to copyright, such as text, graphics, photography, and similar material, is delegated to the Executive Vice Chancellor and Provost.

The Provost sub-delegates the foregoing signature authority to the Director, Copyright and Digital Scholarship Center, NCSU Libraries to be exercised in accordance with NCSU REG01.25.06 - Use of the University's Names, Marks, Symbols, Images, and Copyrights.

4.4.2 The authority to sign contracts necessary for the operation of the university’s trademark licensing program, including but not limited to the authority to register such marks, symbols and other indicia of the University in the various states and with the U.S. Patent and Trademark Office as deemed appropriate, to enter into a contract with an agent for the licensing of NC State University’s marks, symbols, and indicia in a manner deemed consistent with the purposes and needs of the University, and to sign agreements granting permission to use the University’s names, logos, and other trademarks in connection with the University’s trademark licensing program is delegated to the Vice Chancellor for Finance and Administration.

The Vice Chancellor for Finance and Administration sub-delegates the foregoing authority to the Director of NC State’s Trademark Licensing Office, such authority to be exercised in accordance with NCSU RUL01.25.01 - Trademark Licensing Rules.

4.5  Extension Service Agreements

4.5.1  Except as otherwise provided in Section 4.5.4, the authority to sign agreements through which the University will perform extension services (teaching, training, and professional services provided to the public and that are not research) is delegated to the Executive Vice Chancellor and Provost.

4.5.2  Signature authority for extension service agreements where the value does not exceed fifty thousand dollars ($50,000.00) is sub-delegated by the Executive Vice Chancellor and Provost to the Vice Provost for Outreach and Engagement, the Deans and Associate Deans for Extension (or equivalent position), and the directors of Centers, Institutes, Service Centers, and non-college units providing the services.

4.5.3  Signature authority for extension service agreements where the dollar value exceeds fifty thousand dollars ($50,000.00) is delegated to the Executive Vice Chancellor and Provost and may not be sub-delegated.

4.5.4  Signature authority for extension service agreements pursuant to which testing, measurement, or fabrication services will be performed is delegated to those individuals with authority to execute the agreements identified in Section 4.2.1.

4.6  Settlement Agreements of Potential or Pending Litigation

4.6.1  Signatory authority for settlements that require the University to pay fifty thousand dollars ($50,000.00) to seventy five thousand dollars ($75,000.00) remains exclusively with the Chancellor.  Signatory authority for settlements that require the University pay greater than seventy-five thousand dollars ($75,000.00) remains with the University of North Carolina Board of Governors, as provided in UNC Policy 200.5, and is not within the scope of this delegation.  Signatory authority for settlements that require the University to pay less than fifty thousand dollars ($50,000.00) is delegated to the Vice Chancellor for Finance and Administration.

4.6.2  Signatory authority for settlement agreements that are not within the signature authority in section 4.6.5 is delegated to the Vice Chancellor for Finance and Administration.

4.6.3  Authority to sign settlement agreements for the Veterinary Teaching Hospital (“VTH”) where the VTH forgoes receiving payment for services and the other party releases the VTH is delegated to the Hospital Administrator.

4.6.4  Authority to sign standard release forms that have been approved by the Office of General Counsel where the University is paid actual damages for damages to real or personal property are delegated to the Assistant Vice Chancellor for Facilities Operations and to the Associate Vice Chancellor and Dean for Academic and Student Affairs (DASA) for releases involving students.

4.6.5  Settlement Agreements for Employment Cases or Disputes

4.6.5.1  Authority to sign settlement agreements involving employees subject to the State Human Resources Act (SHRA employees) that require the University to pay less than fifty thousand dollars ($50,000.00) is delegated to the Vice Chancellor for Finance and Administration.

4.6.5.2  Authority to sign settlement agreements involving faculty that require the University to pay less than fifty thousand dollars ($50,000.00) is delegated to the Executive Vice Chancellor and Provost.

4.6.5.3  Authority to sign settlement agreements involving non-faculty employees exempt from the State Human Resources Act (EHRA non-faculty employees) that require the University to pay less than fifty thousand dollars ($50,000.00) is delegated to the Executive Officer having responsibility for the employee’s unit.

4.6.5.4  Authority to sign settlement agreements with EPA non-faculty employees regarding disputes not involving lawsuits is delegated to the Cabinet Member having responsibility for the employee’s unit.

4.6.5  Authority to settle workers compensation claims through mediated settlement agreements that require the University to pay up to seventy-five thousand dollars ($75,000.00) remains with the Chancellor. Authority to settle worker compensation claims through mediated settlement agreements that require the University to pay up to fifty thousand dollars ($50,000.00) is delegated to the Vice Chancellor for Finance and Administration.  Authority to settle worker compensation claims through mediated settlement agreements that require the University to pay  up to thirty thousand dollars ($30,000.00) is sub-delegated to the Associate Vice Chancellor for Human Resources, and settlements up to fifteen thousand dollars ($15,000.00) can be further sub-delegated.

4.7  Other Contracts

All agreements where signature authority is not specifically delegated elsewhere in this Regulation are delegated to the Vice Chancellor for Finance and Administration and are further sub-delegated as set forth below. 

Delegations and sub-delegations of authority to sign a Standard Form Agreement do not include authority to make changes to the Standard Form Agreement.  A Standard Form Agreement is one that has been approved as to legal form and sufficiency by the Office of General Counsel.  The Office of General Counsel must review any changes to the Standard Form Agreement before the agreement may be signed. 

4.7.1  General Business Contracts

4.7.1.1  Small Purchases  Not Involving Contracts.  Pursuant to state law and administrative regulations, the Director of Materials Management, pursuant to NCSU REG01.25.05 - Procedure for Formatting, Adopting, and Publishing Policies, Regulations and Rules, has enacted rules that delegate to departments the authority to make small purchases where no contract is involved and the consideration is limited to five thousand dollars ($5,000.00) or less per transaction.  Any purchasing transaction involving a contract shall be processed by the NC State Purchasing Office.

4.7.1.2  Authority to sign contracts where the value of the agreement does not exceed five thousand dollars ($5,000.00) is sub-delegated to the Assistant Director for Materials Management.  This regulation does not apply to purchase orders issued by employees of the NC State Purchasing Office.

4.7.1.3  Authority to sign contracts where the value of the agreement does not exceed fifty thousand dollars ($50,000.00) is sub-delegated to the Director for Materials Management.  This regulation does not apply to purchase orders issued by employees of the NC State Purchasing Office.

4.7.1.4  Authority to sign contracts where the value of the agreement does not exceed two hundred fifty thousand dollars ($250,000.00) is sub-delegated to the Associate Vice Chancellor for Finance and Administration and University Treasurer.

4.7.1.5  Authority to sign contracts where the value of the agreement exceeds two hundred fifty thousand dollars ($250,000.00) is delegated to the Vice Chancellor for Finance and Administration.  This regulation does not apply to purchase orders for information technology contacts issued by employees of the NC State Purchasing Office pursuant to a contract bid award.

4.7.2  Facility Use Agreements

4.7.2.1  Except as otherwise provided in this Section 4.7.2, agreements permitting the use of NC State facilities by non-university entities shall be processed in accordance with Section 4.7.1 of this Regulation.

4.7.2.2  Carmichael Complex Use Agreements are sub-delegated to the Director of Facilities and Operations for the Carmichael Complex.

4.7.2.3  Summer Conference Housing Contracts are sub-delegated to the Associate Vice Provost for Business Administration.

4.7.2.4  McKimmon Center Use Agreements are sub-delegated to the Vice Provost for Continuing Education.  Changes to the form Agreement must be approved by the Executive Vice Chancellor and Provost and the Vice Chancellor for Finance and Administration.

4.7.2.5  4-H Camp Use Agreements are sub-delegated to the Extension State 4-H Leader and are further sub-delegated to the 4-H Camp Directors.

4.7.2.6  Centennial Campus Facility Use and Temporary Use Agreements are sub-delegated to the Associate Vice Chancellor for University Real Estate and Development.

4.7.3  Special Business Agreements

4.7.3.1  Athletic Department contracts for athletic contests and contracts for hotel rooms and transportation services used by NC State’s varsity sports teams are delegated to the Director of Athletics and sub-delegated to the Deputy Athletics Director for Internal Operations.

4.7.3.2  Embryo Transfer Agreements are sub-delegated to the Dean of the College of Veterinary Medicine.

4.7.3.3  Consent Agreements for the treatment of patients at the Veterinary Teaching Hospital are sub-delegated to the Dean of the College of Veterinary Medicine and the treating veterinarian.

4.7.3.4  Employment Contracts other than those covered by NCSU REG01.20.01 - Delegations of Authority for Appointments, Compensation and Other Personnel Actions for Employees Exempt from the State Human Resources Act (EHRA), and including but not limited to, separation and release agreements, “last chance” agreements and telework contracts are delegated as follows:  For SHRA employees the Vice Chancellor for Finance and Administration; Non-faculty EHRA Employees the Executive Officer having responsibility for the employee’s unit; For faculty members the Executive Vice Chancellor and Provost.

4.7.3.5  Mutual Aid Agreements with other law enforcement agencies for the purpose of mutual assistance pursuant to N.C. General Statute Section 160A-288 and Section 90-95.2 are sub-delegated to the Chief of Police.

4.7.3.6  Employment of Off-Duty Officer Agreements of Raleigh Police Officers and Wake County Deputy Sheriffs at special events on campus are sub-delegated to the Chief of Police.

4.7.3.7  Guides for Outdoor Education Classes Agreements are sub-delegated to the Head of the Department of Health and Exercise Studies.

4.7.3.8  Performing Artists Contracts are sub-delegated to the Vice Chancellor and Dean for Academic and Student Affairs (DASA).

4.7.3.9  Design Service, Construction Management, and Construction Contract Addendums are sub-delegated to the Associate Vice Chancellor for Facilities.

4.7.3.10  Benefit Vendor Contracts signature authority is sub-delegated to the Associate Vice Chancellor for Human Resources for voluntary insurance benefit plans.

4.7.3.11  Real Estate Crop Agreements are sub-delegated to the Director of Real Estate.

4.7.3.12  Insurance Applications and Proof of Loss forms are sub-delegated to the Director of Insurance and Risk Management.

4.7.3.13  Outside Counsel Agreements and Litigation Consultant Agreements for retaining attorneys, law firms, litigation consultants, and expert witnesses are sub-delegated to the Vice Chancellor and General Counsel.

4.7.3.14  Software and information technology transactions of five thousand dollars ($5,000.00) or less, including the acceptance of terms of “clickwrap agreements,” are sub-delegated to the Vice Chancellor of Information Technology.

4.7.3.15  Visiting Scientist Agreements are sub-delegated to the Vice Chancellor for Research, Innovation and Economic Development and the Director of Research Compliance.