Contract Signature Authority Memo

August 4, 2004
(revised March 20, 2006)

All of you have been designated, in various capacities, to sign agreements under the authority of the Board of Regents of the University of Wisconsin System.   This authority originates in Chapter 36 of the Wisconsin Statutes and is proceduralized in Regent Resolutions 8074 and UW System General Administrative Policy Paper (GAPP 2).   We are writing this memo to remind you of your obligations and limitations under that authority.

To summarize the material below:

• Don Miner, Darrell Bazzell, John Wiley and Melany Newby are the only UW-Madison signers with authority to sign ANY Regent contract.   All others have restricted authority as described later in this memo.
• Board of Regent approval is required PRIOR TO signing Regent contracts with for-profit entities where the cumulative dollar amount exceeds $500,000.
• There are reporting requirements to UW System Vice President for Business and Finance Debbie Durcan when you sign any contract on behalf of the Regents.
• Purchasing contracts (where we are paying money for a good or service) must be signed by Purchasing Services.
• There are a number of contract language restrictions you must be aware of.   When in doubt contact Administrative Legal Services.

The first distinction you must make is whether the document you are going to sign is actually an agreement requiring a University signature.   Such an agreement would be a written agreement with external entities under which those entities provide the University with goods or services or the University provides them with goods or services.   Some types of agreements do not actually require a signature from the University, such as an order form received from a customer buying a good or service from us.   In such cases there would be no need for a University official to sign a form.   The customer might sign or initial the order to indicate agreement to pay.   When in doubt, contact Administrative Legal Services.

Once you have ascertained that the document to be signed is an agreement requiring a University signature, you must determine whether this is a Purchasing Contract.   If it is, only Mike Hardiman or one of his designated Purchasing Services agents has the authority to sign the contract.   In this case the contract is actually between the State of Wisconsin, using powers authorized by Chapter 16 of the Wisconsin Statutes (DOA), and the vendor; not a contract between the Board of Regents, using powers authorized by Chapter 36 of the Statutes, and the vendor.   Purchasing Contracts are distinguished by the fact that you are obligating the University to pay the other party money in exchange for goods and services.

The only exception to using Chapter 16 to acquire such goods and services, relates to situations of unique educational services, provided by a unique vendor (such agreements are called Academic Support Services Agreements--ASSO’s).   Purchasing Services will make the determination that any agreement is an ASSO and Mike Hardiman will sign the agreement on behalf of the Board of   Regents, rather than the State of Wisconsin.

We have arranged that Associate Athletic Director Pollard and Assistant Athletic Director Beard may sign “Game Guarantee Contracts”.   These are contracts whereby we agree to pay the opposing team a certain amount of money for participating in the intercollegiate athletic event.   Athletic staff do not have the authority to sign any other agreements involving the expenditure of funds.

Now that you have determined the document is an agreement requiring a University signature and that it is not a Purchasing Contract, you must look to the scope of your authority to sign such contracts.

• Miner, Bazzell, Newby and Wiley have general signatory authority for all contracts.

• Hardiman has the authority to sign ASSO’s and contracts resulting from the competitive Invitation to Submit Proposals process.

• Beard has authority to sign use agreements for the use of Intercollegiate Athletic facilities by outside parties, as long as the standard boilerplate use agreement developed by Administrative Legal Services is used.   If this agreement is not used, it must be signed by one of the general signatories.

• Beard has the authority to sign Game Guarantee contracts.

• Walters and Dibbell have the authority to sign agreements for entertainment events being held at the Wisconsin Union with the understanding that any contract that deviates from the Legal Services developed standard entertainment contract must be reviewed with Legal Services prior to signing.

• Cadwallader, Mellon, Moreland, Barrett, Kalvin, Keenan, Andresen, Hoffman, Gest, Gray and Doremus have the authority to sign proposals, agreements, contracts, etc. related to extramural support activities of the University.

• Van Kirk has the authority to sign confidentiality agreements related to Clinical Trial Protocols

• Mount has the authority to sign educational grants on behalf of the Office of Continuing Medical Education and reassignment forms with the Centers for Medicare and Medicaid Services.

• Fish and Harrod have authority to sign contracts related to space use by outside parties, University space leases from outside parties and contracts for FP&M units to provide services to related organizations, such as the VA and Forest Products Labs.

• Diericks has the authority to sign equipment loan and use agreements.

Before you sign the agreement, you must make sure that Board of Regent Approval is not required prior to signature, as provided in GAPP 2, section IV (see http://www.uwsa.edu/fadmin/gapp/gapp2.htm).   Prior Board of Regent approval is required in the following cases:

• The agreement contemplates or commits establishment of an academic program which has not had prior Regent approval.

• The agreement involves construction or modification of facilities that require UW System Capital Budget or State Building Commission approval.

• The cumulative amount of the agreement and its predecessor agreements is with a private, profit making organization for more than $500,000.

Any agreements which meet these criteria should be brought to the attention of Don Miner or Darrell Bazzell for inclusion on a Regent agenda before they are signed.

Once you have signed an agreement you have a reporting responsibility to System Administration as established in GAPP 2, section VI (see http://www.uwsa.edu/fadmin/gapp/gapp2.htm).   You must submit to System Vice President for Business and Finance, 1752 Van Hise Hall, a quarterly summary listing of all agreements you have signed.   The list should be sent shortly after the end of each quarter covering the previous quarter.   The list must state the date of contract signing, the contractor name and the general purpose of the contract.

For those of you who are Unclassified Employees, because you have contracting authority, you are required under Wisconsin Administrative Code UWS 8.06 to file an annual statement of economic interest with the secretary of the Board of Regents.   This form will come from the secretary around March 1 each year and is to be returned by April 30.

The following items should be considered when you review contracts prior to signature:

• Any “hold harmless” or “indemnification” or “liquidated damages” language should be reviewed with one of the Legal Services staff in the contracting area (Kathy Irwin, Ben Griffiths, Henry Cuthbert) unless it conforms to the standards provided by that office.

• Contractors providing services must have adequate insurance of various types and must provide insurance certificates to prove such coverage.   Risk Management (Jeanine Critchley) will advise on those requirements.   Certificates of Insurance received from contractors should be forwarded to Jeanine.

• Contractors providing services must be stated to be independent contractors and not agents of the State or University.

• Where we are providing services and the other party wants representation regarding our insurance, Risk Management can provide such representations.

• Contracts should be implemented according to the laws of the State of Wisconsin and any jurisdiction regarding enforcement should also be Wisconsin courts.   Consult with Legal Services staff if this is a problem.

• Contracts should specify a University administrator who is aware of the contract terms and is willing to take responsibility for the University carrying out its responsibilities under the contract.   If other parts of the University are obligated by the contract, the administrator has the responsibility to provide copies to those University units.

• When in doubt about the legality of any clauses contact Administrative Legal Services before signing.

If signatories change from time to time, please be sure to keep Don Miner informed of the changes.   General questions about these procedures can be referred to either of us.   Thanks.