Approved by: President
History: Issued            -- March 14, 2001
Revised           -- February 2, 2022
Last Reviewed -- February 2, 2022
Related Policies: Procurement Policy; Procurement Card Policy; Employee Indemnification Policy; Record Retention Policy
Additional References:

Contract Review Process

Responsible Official: Executive Vice President and Chief Operating Officer tel. (202) 319-5606

 

I. Policy Overview

 To conduct the University's teaching, research, and service functions, it may be necessary to enter into legally binding agreements ("contracts") with other entities. This Policy clarifies the authority that University officials have been delegated to bind the University to agreements with external parties, including individuals and governmental entities, and make and receive commitments on the University's behalf.

Contract authority differs from payment authority. Contract authority allows an individual to bind the University to an agreement or commitment and would usually precede a payment under the agreement or commitment. Payment authority authorizes the individual to initiate a payment owed by the University for an obligation that has generally been incurred through the procurement-to-pay process.  Delegation of payment authority is subject to policies and procedures governed by the Office of the Executive Vice President and Chief Operating Officer. Individuals with payment authority and not contract authority may not bind the University to agreements or commitments with external parties.

No officer or member of the University community has the authority to sign contracts or indicate acceptance of a proposed contract on behalf of the University, or its program, department, or division without a formal written delegation of authority as outlined in this Policy.

II. Definitions

 Contract means any agreement between two or more persons that creates a legally binding obligation to do or not to do a particular thing. A contract may or may not involve the exchange of money to settle an obligation. This Policy applies to any document that obligates the University, irrespective of the terminology used to describe that document. Types of documents that constitute contracts include, but are not limited to: academic agreements, financing agreements, affiliation agreements, employment contracts, assignments, business agreements, material transfer agreements (MTA's), memoranda of understanding (MOU's), memoranda of agreement, non-disclosure agreements (NDA's), pledge agreements, promises to pay, promissory notes, purchase orders, riders or addenda to existing contracts, separation agreements, settlement agreements, sub-awards, and waivers.

Contract Initiator means the individual who proposes to enter into the contract negotiations with a non-University individual or Entity. Initiators should be University employees who have undergone procurement training and may not be students or student employees.

III. Administrative Review and Approval

No contracts should be entered into that do not align, or are in direct conflict, with the mission of the University.

All procurement contracts to purchase goods or services (Business Contracts) for the University must be submitted through Cardinal Contracts for proper contract application, administrative review, and approval. No procurement contract should be signed or executed outside of the Cardinal Contract system. Contract Initiators should ensure that there is no performance under the contract, acceptance of any terms, or signatures on a contract before it has been administratively reviewed and approved through Cardinal Contracts. The Office of General Counsel will review business contracts through the Cardinal Contracts system. 

For Academic Affiliation Agreements, the Office of General Counsel will review these agreements through the Provost Workflow.

Unless expressly noted, all other contracts or leases that do not get processed through Cardinal Contracts or the Provost Workflow must be sent to the Office of General Counsel for review (cua-ogc@cua.edu).  Specific review and approval procedures for particular contracts are outlined in Contract Review Information for Faculty and Staff.

IV. Delegation of Authority by the Trustees of the Catholic University, the President, and Other Officers

Catholic University's bylaws provide that all powers to act on the University's behalf are vested in its Board of Trustees, with the President authorized to carry out the Board's policies and actions, personally or via delegation of authority to others, including the power to transact business on behalf of the University with external parties. The President has delegated this authority to the appropriate financial or academic university officials as follows:

Provost. The Provost has the authority to sign contracts arising out of the standard academic operations of the University.  Also, the Provost may sign contracts for the President in the President's absence.

Executive Vice President and Chief Operating Officer. The Executive Vice President and Chief Operating Officer has the authority to sign contracts, deeds, or leases arising out of the ordinary business operations of the University.

Additional limited delegations of contract signature authority have been expanded to other University officials in their respective areas of responsibility, as noted in the University's Authority Matrix. If the delegated signature authority of a contract is unclear or overlaps between contract types, the Executive Vice President and Chief Operating Officer has the final authority to determine the appropriate individual with signature authority. Additional requests for further delegation beyond the University's Authority Matrix may be requested on a temporary or a permanent basis. 

Temporary delegation requests are made for those with contract authority who are unable to complete their responsibilities due to vacation, leave of absence, illness, etc. Temporary delegations do not require approval by the President, Provost, or Executive Vice President and Chief Operating Officer; however, it is recommended that such delegations be made to the individual's cognizant Vice President. Requests for temporary delegation to that area’s Vice President does not require approval (i.e. AVP and Athletic Director delegating to VP of Student Affairs). Temporary delegations to coordinate or subordinate staff should be approved by the cognizant Vice President. Permanent delegation requests require documented approval by the President, Provost, or Executive Vice President and Chief Operating Officer.  

Delegation of Authority to enter into contracts does not relieve the Contract Initiator from submitting draft contracts through Cardinal Contracts, the Provost Workflow, or seeking a necessary administrative, fiscal, or legal review.

Temporary and permanent delegation approvals must indicate the following as signed and dated by the delegating official on their respective letterhead: 

  1. the specific type(s) of contract(s) the delegated individual is permitted to execute;
  2. the maximum dollar limit; and
  3. the duration of time for which the delegation is effective. 

Permanent Delegations should be reviewed periodically, especially with a Cabinet leadership change. Copies of all such permanent delegations must be provided for reference and filing within Procurement, Human Resources, and General Counsel Offices.

No officer or member of the University community may sign or otherwise execute a contract that binds the University or its subunits unless they have been delegated signature authority that has been documented in writing and is on file as outlined in this Policy. Contracts signed by officers or employees without written signature authority may be deemed void.  Individuals in such circumstances may be personally liable for the obligations assumed under such contracts per the University's Indemnification Policy AND ARE SUBJECT TO DISCIPLINARY ACTION, including termination of employment.

 

Contract Types

Definitions

Delegate Title

Academics

Contracts for academic programs, academic affiliations, partnerships, and joint and dual degree programs

Provost

Contracts for continuing education, professional development programs, and related service efforts in support of lifelong learning and outreach mission of the University

Speakers and other visitors for academic purposes involving customary honoraria and appropriate expense reimbursements 

Books, periodicals, and electronic resources for the University Library System

Immigration matters concerning students, scholars, and faculty

Agreement or memorandum of understanding with a domestic or international organization relating to study abroad programs, student and faculty exchange, student research collaborations, collaborative degree programs, student transfer, and articulation agreements, or any similar academic collaboration

Athletics

Contracts pertaining to athletic programs including playing agreements, game guarantees, and sponsorship agreements

AVP & Director of Athletics

Contracts pertaining to club sports programs including playing agreements, game guarantees, and sponsorship agreements

Executive Director, Campus Services

Use and rental of Athletics facilities by non-University groups for short term use (less than 3 months)

AVP & Director of Athletics

Auxiliary and Ancillary Sales of Good and Services

Contracts related to student housing and short-term housing rentals (less than 3 months)

Executive Director, Campus Services

Contracts related to University parking and transportation services, campus mailing services, campus bookstore, and other University venues that sell general merchandise

Contracts related to food services, campus dining, vending services, and other items related to student living and amenities

Executive Director, University Events and Dining Services

Contracts related to the short term rental (less than three months) of non-athletic University facilities for events and conferences by external parties

Director, Office of Events and Conference Services

Contracts for sales of auxiliary and ancillary goods and services, or any other such contract that results in revenue generation not specifically noted.

Executive Vice President and Chief Operating Officer

CUA Foundation

Contracts related to the operations of the CUA Foundation

Executive Vice President and Chief Operating Officer

Enrollment Management

Contracts involving the development, assessment, analysis, and execution of enrollment management strategies and tactics including undergraduate student recruitment, marketing, and admission, as well as student financial assistance, and enrollment services, operations, and systems.

Vice President of Enrollment Management

Facilities

Contracts and commitments associated with the planning design, construction, and maintenance of the University physical assets

AVP Facilities Management & Architect

Support services including mail, moving, fleet, surplus, and warehousing

AVP Facilities Management & Architect

Contracts pertaining to the lease of University property from a third party for University use or long-term lease (greater than 3 months) of  University property to a third party for their use

Executive Vice President and Chief Operating Officer

Farone Foundation

Contracts related to operations of the Farone Foundation

Executive Vice President and Chief Operating Officer

Finance

Contracts that are primarily financial in nature, including but not limited to treasury services, procurement of goods and services, and capital and operating leases

Executive Vice President and Chief Operating Officer

Filings with federal, state, and local authorities, including, but not limited to tax returns and other required informational returns

Contracts that are related to easements, property rights or that are related to the real estate of the University.

Contract related to the management of investments and endowment assets, banking, repurchase agreements, and other treasury arrangements

Debt arrangements, bonds, promissory notes, mortgages, working capital loans, lines of credit, and letters of credit

Engagement of internal and external auditors

Gifts

Agreements of which the University is the recipient of a charitable contribution or gift to the University

Vice President University Advancement

Agreements of which the University is the donor, sponsor, or conduit of a charitable contribution or gift to the University

Chief of Staff

Human Resources

Agreements regarding appointment, hiring, separation, tenure, and termination of faculty and graduate students as well as related living and housing amenities accommodations including temporary and permanent housing, relocations, moving, and allowances

Provost

Agreements regarding hiring, separation, and termination of staff and related living and housing amenities or accommodations including temporary and permanent housing, relocations, moving, and allowances

Executive Vice President and Chief Operating Officer

Agreements with labor unions including matters resolving grievances and arbitrations arising under staff union contracts and non-union labor matters

Immigration matters concerning staff

Matters concerning employee benefits including but not limited to medical and dental insurance and pension and retirement

Management and administration of the University pension and retirement plans including but not limited to the 403(b) and 457 plans

Intellectual Property

Licensing, sale, or assignment of intellectual property

Provost

Royalty agreements including CUA Press publications

Licensing of University marks on merchandise including athletic apparel

Vice President of  University Communications

Licensing or other authorized use of University seal

International Contracts

Contracts with entities outside of the United States related to academic programming

Provost

Contracts involving University operations outside of the United States other than those noted 

Executive Vice President and Chief Operating Officer

Legal

Contracts pertaining to representation, analysis, and settlement of University legal matters including, but not limited to the engagement of outside counsel and experts, arbitration, mediation agreements, and settlement agreements

General Counsel

Legal agreements that are not categorized by the terms above

Multi-Element Contracts

Multi-element contracts include arrangements that obligate the University to provide more than one product or service across divisions and/or may yield revenue generation with a corresponding obligation

Executive Vice President and Chief Operating Officer

Public Affairs/Relations

Contracts concerning Public Affairs, including press releases, publicity, advertising, and marketing for the University

Vice President of University Communications

Contracts surrounding website management including strategy, content creation, and design

Public Safety

Contracts concerning the provision of public safety including the protection and security of the University public, prevention and detection of crime, maintenance of public order, and safeguard and response to crimes

AVP Public Safety & Emergency Management

Research and Grants

Research proposals, clinical trial agreements, and sponsored research grants and contracts with governmental, non-profit, and for-profit organizations

Vice Provost for Sponsored Research, Research Compliance, and Technology Transfer

Risk Management

Contracts related to the placement of insurance policies and the engagement of broker services to support the University's risk management programs, including, but not limited to brokerage service agreements, broker fee agreement, amendment and endorsements to policies, authorizations to bind insurance coverage, actuarial service agreements, claims administration services, and indemnity agreements for student activities

Director of Risk Management

Technology

Contracts related to information technology including equipment, software, and cloud-based solutions that benefit the University

Sr. AVP of Administration

Works of Art

Contracts for the purchase of works of arts for public collection at the University

Executive Vice President and Chief Operating Officer

V. Termination and Performance

Contract Initiators should be familiar with the contract terms such that they can monitor performance and ensure the Vendor or other party is properly performing under the contract and not breaching the agreement.  The Contract Initiator is responsible to monitor performance under contracts after execution or designate a Catholic University Faculty or Staff member.  If performance under the contract is deficient or there is any conduct that would amount to a possible breach of the contract, the Contract Initiator should contact the Executive Vice President and Chief Operating Officer and the Office of General Counsel in order to address the lack of performance and possible remedies. 

Contract Initiators are responsible for reviewing and understanding any extension and termination requirements in the contract to ensure the contract is properly extended or terminated at the end of the term.

VI. Retention of Executed Contracts

Signed business contracts are to be maintained within Cardinal Contracts, which is managed by the Procurement Services Department. Signed academic contracts are to be maintained by the Office of the Provost. Signed research contracts are to be maintained by the Office of the Vice Provost for Sponsored Research, Research Compliance, and Technology Transfer. Signed employment contracts are to be maintained by the Office of Human Resources. Easements, leases and facility agreements should be maintained by the Executive Vice President and Chief Operating Officer.  All other signed contracts should be forwarded to the Office of General Counsel for retention. All signed contracts must be maintained for the period required by applicable law in accordance with the University's Record Retention Policy.