Execution and Review of Contracts for the University of Alabama at Birmingham

Execution and Review of Contracts for the University of Alabama at Birmingham

Abstract:
This policy explains that all contracts and agreements under the university must be reviewed by a designated UAB official. The process of reviewing a contract or agreement is detailed in this document.
Effective Date:
11/23/2009
Contacts:
None Assigned
Administrative Category:
Applies To:
Faculty, Staff
Material Original Source:

University of Alabama at Birmingham

EXECUTION AND REVIEW OF CONTRACTS FOR THE UNIVERSITY OF ALABAMA AT BIRMINGHAM

November 23, 2009

(Replaces policy dated October 23, 1998)
[Edited October 12, 2011, to reflect changes in organizational structure]
[Edited December 15, 2014, to reflect change in unit name]


See also the following:

  • UAB "Purchasing Policies and Guidelines."
  • UAB "Use of University Resources by External Entities" policy.
  • UAB procedures relative to international exchange programs.
  • Rule 406 of the Board of Trustees of The University of Alabama entitled "Authority to Transact Business on Behalf of the Board of Trustees."
  • Board of Trustees resolution revising signature authority for UAB.

Introduction

There are many forms under which contractual arrangements may be made between UAB and other parties. These range from a very informal letter of understanding to a very formal contract. The term "contract" as used in this policy encompasses all types of contracts, agreements, and similar documents which commit UAB to a course of action. Questions concerning whether a specific type of contract, agreement, etc., should be processed using the stipulations in this policy should be directed to the University Contracts Office.

All contracts/agreements should be executed on behalf of "The Board of Trustees of The University of Alabama for The University of Alabama at Birmingham." When attestation is required (such as in the case of deeds or bond issue documents), the signature of the UAB official executing a contract or agreement should be attested to by the Secretary of the Board of Trustees.

Review of Proposed Contracts/Agreements

Any contract, agreement, or similar document which purports to commit UAB to a course of action must be reviewed and signed by one of the UAB officials indicated in the approval section of this policy. This is particularly important in cases of commitment of fiscal resources and expenditures. The internal review and approval of the proposed contract/agreement must be completed before the contract/agreement is offered to an outside party for signature. Because the review of contracts and agreements as stipulated by this policy may require in-depth analysis and review, sufficient time must be allowed by the originator of the contract or agreement for the review processes to be completed by all the appropriate UAB officials.

A. Contract/Agreement Review

Part of the purpose of the internal contract/agreement review process is to ensure that UAB officials, especially at the dean and vice presidential levels, consider the contract or agreement to be appropriate for UAB and to be consistent with the mission of UAB and with the policies and strategies of their areas.

  1. The proposed contract or agreement must be reviewed and approved by appropriate officials at the division, department, school, or administrative unit levels, as appropriate. Each major UAB area (for example, academic, administrative, health system, hospital) has different internal requirements and procedures for review of contracts prior to approval of the contract by a UAB signatory designated by the Board of Trustees. The specific checklist reflecting the internal review requirements of the appropriate major UAB area must be used for processing the proposed contract or agreement.
  2. After preliminary review and approval by the UAB officials indicated above, the proposed contract/agreement must be reviewed by the appropriate vice president/Provost/CEO of the UAB Health System or their designee, in part to ensure that the proposed contract/agreement is consistent with the UAB mission and with the policies and strategies of their areas.
  3. Before final action is taken by an officer named in the most recent Board of Trustees resolution granting signature authority for UAB, all proposed contracts and agreements must be reviewed and approved by certain other offices of the University.
  • For contracts/agreements involving sponsored research, instruction, or other sponsored activities, the additional reviews will be coordinated through the Office of Sponsored Programs.
  • For all other contracts/agreements, the additional reviews will be coordinated through the University Contracts Office and will include at a minimum review by the Office of Counsel and where required by the Office of Risk Management and Insurance.

University Contracts coordinated contracts/agreements which have financial implications for UAB must be reviewed by the Associate Vice President for Financial Affairs (or the Executive Director of Procurement for those contracts and agreements for which he/she has signature authority) to ensure that the financial arrangements included in the contract or agreement are consistent with UAB financial controls and restrictions.

University Contracts coordinated contracts/agreements which include an Information Technology component (including software licenses, hosted solutions on UAB systems or non-UAB systems; providing or allowing access to UAB systems/network/data, providing or allowing access to UAB data to external sources, or similar components) must be reviewed and approved by the Vice President for Information Technology in order to ensure adequate security, and business risk mitigation and conformance to UAB IT standards.

University Contracts coordinated contracts/agreements involving intellectual property must be reviewed by the CEO or Director of Technology Transfer of the UAB Institute for Innovation and Entrepreneurship.

  1. Lastly, the proposed contract or agreement must be reviewed and approved by a UAB signatory official designated by the Board of Trustees. (See the approval section of this policy.)

B. Checklists

The internal UAB review process must be completed using the appropriate contract review routing checklist provided either by the University Contracts Office or by the Office of Sponsored Programs. The checklist forms must be submitted along with the proposed contract as it moves through the internal review and approval process.

  1. The "UAB Extramural Support Checklist" must be used to process internal review of sponsored program applications and grants and contracts for sponsored research, instruction, and other sponsored activities which use UAB personnel or resources and which are submitted to federal agencies, national health agencies, or other sponsors such as private industry. Those checklists identify the approvals and signatures required prior to submission and final execution of the contract or agreement. The final signature is that of the Vice President for Research and Economic Development or his/her designee.
  2. The appropriate MTA Submission Form must be used to process internal review of contracts/agreements which are for the transfer of materials between UAB and another institution or entity.
  3. Contracts and agreements other than those involving sponsored research, instruction, or other sponsored activities must be processed using the appropriate checklist supplied by the University Contracts Office.

Final Approval of Contracts/Agreements

A limited number of individuals at the University of Alabama at Birmingham have been authorized by the Board of Trustees to sign contracts, agreements, and grants requiring the signature of a UAB official and to make other commitments of UAB resources. The commitment of UAB resources by persons other than the individuals designated by the Board of Trustees and indicated below is not permitted. This policy intends to reflect the titles of the specific officials approved by the Board of Trustees; however, resolutions and decisions of the Board of Trustees take precedence if this policy has not been updated to reflect current Board decisions.

The following officials are the only ones authorized to sign contracts and agreements on behalf of UAB:

  1. President

The President has authority from the Board of Trustees to execute and sign any and all contracts and agreements for UAB. This responsibility normally is delegated by the President to certain designated administrative officials as indicated below who also are approved by the Board of Trustees to sign contracts and agreements.

The President is responsible for signing affiliation agreements involving exchange programs or the exchange of people such as international exchange programs.

In the absence or extended unavailability of the President, the Vice President for Financial Affairs and Administration will sign contracts and agreements normally signed by the President.

  1. Vice President for Financial Affairs and Administration

The Vice President for Financial Affairs and Administration is responsible for signing all contracts and agreements except health system related contracts/agreements; contracts/agreements for academic programs; and contracts/agreements involving sponsored research, instruction, or other sponsored activities.

The Vice President for Financial Affairs and Administration is responsible for the purchase of all property (including deeding, sales agreements, and instruments of property transfer) and for executing all property leases (including leases of UAB property to someone else and leases of non-UAB property for use by UAB).

In the absence or extended unavailability of the Vice President for Financial Affairs and Administration, the Associate Vice President for Financial Affairs will sign contracts and agreements normally signed by the Vice President for Financial Affairs and Administration.

  1. Associate Vice President for Financial Affairs

The Vice President for Financial Affairs and Administration may delegate to the Associate Vice President for Financial Affairs the responsibility for reviewing and signing certain types of contracts and agreements (for example, construction contracts and change orders) following review by the appropriate department head. (Any questions concerning the types of contracts to be signed by the Associate Vice President for Financial Affairs should be directed to that person or to the University Contracts Office.)

The Associate Vice President for Financial Affairs shall review contracts or agreements which have financial implications for UAB before they are signed by the official responsible for signing the specific type of contract/agreement.

  1. CEO of the UAB Health System

The CEO of the UAB Health System is responsible for signing health system related contracts.

In the absence or extended unavailability of the CEO of the UAB Health System, the Vice President for Financial Affairs and Administration will sign contracts normally signed by the CEO of the UAB Health System.

  1. Provost

The Provost is responsible for signing contracts and agreements for academic programs.

In the absence or extended unavailability of the Provost, the Vice Provost for Administration and Quality Improvement will sign contracts normally signed by the Provost.

  1. Vice President for Research and Economic Development

The Vice President for Research and Economic Development has the responsibility for reviewing and signing contracts and agreements for sponsored research, instruction, and other sponsored activities. The Vice President for Research and Economic Development may delegate responsibility to the Director of the Office of Sponsored Programs. (Any questions concerning the types of contracts to be signed by the Vice President for Research and Economic Development should be directed to that person or to the University Contracts Office.)

  1. Vice President for Development, Alumni and External Relations

The Vice President for Development, Alumni and External Relations has the responsibility for reviewing and signing contracts and agreements for performaces at the Alys Robinson Stephens Performing Arts Center. (Any questions concerning the types of contracts to be signed by the Vice President for Development, Alumni and External Relations should be directed to that person or to the University Contracts Office.)

  1. Vice Provost for Administration and Quality Improvement

The Provost may delegate to the Vice Provost for Administration and Quality Improvement responsibilty for reviewing and signing certain types of contracts and agreements (for example, education/training affiliation agreements) following review by the appropriate dean or department head. Any questions concerning the types of contracts to be signed by the Vice Provost for Administration and Quality Improvement should be directed to that person or to the University Contracts Office.)

  1. Executive Director of Procurement

The Executive Director of Procurement has the responsibility for reviewing and signing contracts and agreements with a total annual value of less than $100,000 for purchase of supplies and equipment for maintenance services for equipment. (Any questions concerning the types of contracts to be signed by the Executive Director of Procurement should be directed to that person or to the University Contracts Office.)

Exclusions

UAB's policies and procedures relative to the procurement of goods and services through the Procurement Department are not affected by this policy unless a contract or agreement is executed along with the purchase.

Standard housing lease agreements (such as are used by the Office of Student Housing and Residential Life or by the TownHouse) are not affected by this policy and do not require the signatures indicated in this policy. Such housing agreements may be executed and signed by the administrative official indicated on the housing agreement once the form itself has been reviewed and approved by the Office of Counsel and by the Office of the Associate Vice President for Financial Affairs.

Standard agreements for the short-term use of UAB facilities (such as for meetings, concerts, exhibits, etc.) are not affected by this policy and do not require the signatures indicated in this policy once the basic standard agreement has been reviewed and approved by the Office of Counsel and by the Office of the Associate Vice President for Financial Affairs. However, if there are any modifications and/or additions to the standard agreement for a specific event, the entire agreement, its modifications, and its additions must be processed and approved using this policy.

Periodic Review of Contracts and Agreements

It is the responsibility of the originator or office of origin of a contract or agreement or the department/unit responsible for administering a contract or agreement to review the contract or agreement at least annually to ensure that it is still valid and is still appropriate for UAB and its mission. The annual review must be documented, and the review documentation should be retained with the contract/agreement and contract/agreement approval documentation. Additionally, in those cases where a contract or agreement which has financial terms such that it automatically renews without a limit on the number or renewals, the originator or administrator must when the total term of the contract or agreement has reached five (5) years provide a copy to University Contracts for legal and financial review to determine if an updated agreement should be completed.

Retention of Signed Contracts/Agreements

The originating department is responsible for insuring that each coordinating department (i.e. Office of Sponsored Programs and University Contracts) receives the original of a fully executed contract or agreement (that is, a contract signed by all parties to the agreement) and the accompanying review and approval checklist for scanning into the appropriate optical imaging system. University Contracts will return the executed contract or agreement to the originating department for administration and retention.

Forms

The following forms must be used to process the review and approval of contracts, agreements, etc.:

  • Contract or agreement review and approval checklists -- Available from the University Contracts Office
  • Full Review UAB Extramural Support Checklist -- Available on the Office of Sponsored Programs website
  • Materials Transfer Agreement Submission forms -- Available on the UAB Institute for Innovation and Entrepreneurship website

Implementation

The Vice President for Financial Affairs and Administration, in conjunction with the Office of Counsel, is responsible for procedures to implement this policy.