91ɬÂþ Seal (for official use only)
 

POLICY #7.7
SUBJECT: University Contracts

I. PURPOSE

The purpose of this Policy is to describe what is a University Contract and requirements for and approvals needed to enter into those Contracts.

II. REFERENCES

  1. Southern Utah University Policy 5.7 Conflicts of Interest
  2. Southern Utah University Policy 5.24 Purchasing
  3. Southern Utah University Policy 5.53 University Archives and Records Policy
  4. Southern Utah University Policy 5.62 Code of Ethics
  5. Utah Code 
  6. Utah Code 
  7. Utah Code
  8. Utah State Legislature
  9. Utah System of Higher Education
  10. Utah System of Higher Education
  11. Utah System of Higher Education
  12. Utah System of Higher Education

III. DEFINITIONS

  1. Authorized Alternate: An individual designated to act on an Authorized Signatory’s behalf in matters requiring the signing of Contracts as outlined in this Policy. An Authorized Alternate may exercise such authority in the planned or occasional absence of an Authorized Signatory.
  2. Authorized Signatory: University administrators expressly authorized to sign Contracts to bind the University.
  3. Contract: Any legally executed University agreement for Goods or Services or document that otherwise binds the University and another party to obligations, regardless of any monetary amount or the name of the document.
  4. Contract Administrator: The designated University employee responsible for managing the contract drafting, review, and recordkeeping process.
  5. Contracting Unit: The 91ɬÂþ office that is responsible for and needs the contract at issue to carry out their University duties.
  6. Goods: See 91ɬÂþ Policy 5.24.
  7. Services: The furnishing of labor, time, or effort by a third party that does not involve the delivery of a specific end product, other than reports. Employment agreements are excluded from the definition of Services for the purposes of this Policy.
  8. University Administrator: Employees who make decisions on behalf of the University.

IV. POLICY

  1. Scope of Policy. This Policy is designed to set out requirements, reviews, and approvals for all University Contracts, unless expressly excluded. Employment agreements with University employees are not included within the scope of this Policy.
  2. General Requirements
    1. Contracting Unit Responsibility. The Contracting Unit is responsible for understanding and approving the terms and conditions of the Contract and is responsible for seeing that this and all other applicable University policies and procedures are followed in the execution and administration of the Contract, including the required reviews set out below.
    2. Consistency with Legitimate University Business Purpose and Compliance with Laws and Policies. Every Contract must have a legitimate business purpose, must be appropriate for the circumstance, and must comply with applicable federal laws, state laws, governmental regulations, University policy, and University guidelines. The Contracting Unit is responsible for ensuring these are met.
    3. Ethics. All Contracts and Contract Units must be compliant with 91ɬÂþ Policies 5.7, 5.62, and all applicable ethics obligations.
    4. Form of University Contracts. University Contracts must be in writing with Authorized Signatory signatures; University employees are strongly encouraged to use approved contract templates as made available by relevant University offices.
    5. University as Contracting Party. “Southern Utah University” shall be the contracting party for all Contracts that bind the University.
    6. Acceptable Business Risks. Units must not enter into a Contract that presents an unreasonable risk of harm to the University’s mission, reputation, or funds. To make this determination, units should consider the likelihood that a risk would arise; the likelihood of damage if the risk arises; and the most likely worst case when damage occurs.
  3. Contract Review Processes. Which University offices need to review a Contract depends on the nature of the subject matter in the Contract. A list of University Contract-related offices and the types of Contracts and terms each needs to review is included on the University Contracts webpage. The Responsible Contracting Unit submits the Contract through the Contract Intake Form located on the Contracts webpage. The Contract Administrator facilitates the reviews and obtains approval from all applicable office(s).
    1. Legal Review
      1. After receiving review by the other offices listed above, University administrators shall send the Contract to the Office of Legal Affairs for a legal review.
      2. Templates. If a Contract uses a template previously approved by the Office of Legal Affairs within the last three (3) years, and there are no substantive changes to the template language, then legal review is not required.
  4. Required Contract Terms. Required terms for all University Contracts, as found in the “91ɬÂþ Government Entity Required Contractual Provisions Attachment,” under Section V of this Policy, shall be attached to and specifically incorporated in all University Contracts.
    1. The following language should be used in the body of the Contract, above the signature line, to incorporate the Government Entity Required Contractual Provisions Attachment: “The Provisions found in the Government Entity Required Contractual Provisions Attachment, which is attached hereto, are hereby incorporated in this Contract and made a part hereof.”
    2. Other language may be needed for other attachment(s), if any, as described within the documents in Section V of this Policy. Contracting Units should consult with the Contract Administrator at any time during the contract process should questions or uncertainties arise.
  5. Contract Signature Authority/Delegations. University employees are not authorized to sign Contracts on behalf of the University, except for the University President or as expressly delegated by the University President as set out on the Contract Signature Authority public website. No other individuals can bind the University to a Contract.
  6. External Approvals. Pursuant to Utah System of Higher Education policy, external approvals for agreements may be required, such as:
    1. Policy R532 Acceptance and Approval of Contracts and Grants;
    2. Policy R587 Contract or Lease-Purchase Financing;
    3. Policy R712 Nontraditional Arrangements for Development of Facilities on Campuses;
    4. Pursuant to Utah Code § 67-5-5, the hiring of legal counsel is subject to approval by the Utah Attorney General's Office,
  7. Electronic Signatures. Electronic signatures in Utah are governed by state law and are generally legally binding.
    1. The University may use e-signature software to sign Contracts.
    2. When e-signature software is not available, the following electronic methods are acceptable:
      1. logging into a password-protected system and taking an affirmative action to indicate the document is being signed, including checking a box or typing the person's name in the document;
      2. physically signing and scanning the document;
      3. typing '/s/ [insert name]' in the signature line of an electronic document and returning the document via a system that assures the document was signed by the named person (e.g., through a password-protected system);
      4. sending and receiving electronic signatures internally from an suu.edu email product sent to another suu.edu email product recipient.
    3. Misuse of electronic signature as defined by this Policy, Utah state law, and/or federal regulation, is subject to sanctions up to and including suspension, termination, and/or criminal prosecution.
  8. Records Retention. The Contract Administrator shall keep a repository of all University Contracts. Contracting Units are responsible to maintain Contracts based on records retention schedule as determined by state law. Contracting Units should maintain originals and determine whether any reviewing offices want to retain a copy. See 91ɬÂþ Policy 5.53.
  9. Discretion in Application
    1. The University retains discretion to interpret and apply this Policy in a manner that is not clearly unreasonable.
    2. Nothing in this Policy is to be understood or construed to create contractual or legally binding obligations outside or beyond the responsibilities and obligations set forth in federal and state law, rules, and regulations, as well as the policies of the Utah System of Higher Education. Accordingly, the University retains discretion to revise this Policy at any time, and for any reason.

V. RELEVANT FORMS/LINKS

VI. QUESTIONS/RESPONSIBLE OFFICE

The responsible office for this Policy is the Office of Legal Affairs. For questions about this Policy, contact the Information Technology Department, Purchasing Department, Office of Enterprise Risk Management, and/or the Office of Legal Affairs, as applicable.

VII. POLICY ADOPTION AND AMENDMENT DATES

Date Approved: September 23, 2022

Amended: June 1, 2023 (non-substantive amendment); December 13, 2024