General Contract Approval, Signature Authority, and Reporting

Scope

This policy addresses Board of Regents review and approval of contracts and official authorization to sign contracts on behalf of the Board of Regents of the University of Wisconsin System.

The policy applies to contracts that bind the Board of Regents and UW System institutions. These include, but are not limited to, grants, memorandums of understanding, certifications, releases, purchase orders, leases of personal property (not real property), and royalty agreements.

The policy does not apply to the following:

Settlement agreements;
Subawards or subcontracts issued to or by UW System institutions that pass through federal funding and are governed by the terms of a federal grant or contract;
Real property contracts (refer to Regent Policy Document 13-2, “Real Property Contracts: Signature Authority and Approval”);
Design and construction contracts for capital projects solely managed by the UW System (refer to Regent Policy Document 13-5, “Capital Projects Solely Managed by the UW System: Approval and Signature Authority”);
University trust accounts, which are subject to the terms and conditions of individual trust documents. Signature authority for these documents rests with the Trust Officer, Assistant Trust Officer, and Executive Director and Corporate Secretary of the Office of the Board of Regents of the University of Wisconsin System; and
Contracts and purchases issued under delegated state purchasing authority.

Purpose

The purpose of this policy is to ensure that the Board of Regents reviews certain high-dollar-amount contracts and that individuals signing contracts that bind the Board of Regents are duly authorized to sign on behalf of, commit, and represent the Board of Regents.

Policy Statement

Through this policy, the Board of Regents recognizes that the efficient operation of the UW System depends on the UW System’s and UW institutions’ ability to conduct business transactions in an efficient manner. Therefore, the Board of Regents need not directly approve all contracts, but rather, delegates contracting authority for most contracts to designated university officials.

Individuals authorized to sign contracts under this policy are expected to have the necessary information and expertise to fully understand the implications of making such commitments. In addition, persons with this authority are expected to perform appropriate due diligence activities to ensure that any attendant liabilities are identified and can be effectively managed.

Delegation of Authority

Subject to the limitations set forth in this policy, the Board of Regents authorizes the Executive Director and Corporate Secretary of the Office of the Board of Regents and the President of the University of Wisconsin System to sign contracts that bind the Board of Regents and/or UW System institutions.

The Board of Regents further authorizes the President of the University of Wisconsin System to: (1) delegate contract signature authority to other UW System Administration officials deemed to have the requisite knowledge, judgment, and operational need to exercise such authority; and (2) delegate to the chancellors of UW System institutions the authority to sign contracts related to programs or operations of their institutions. Chancellors may further delegate contract signature authority to other UW System institution employees deemed to have the requisite knowledge, judgment, and operational need to exercise such authority.

Delegations by the President or a chancellor must be made in writing and filed in the respective office of authority, i.e., the Office of the President of the University of Wisconsin System or the office of the chancellor.

Delegation of authority pursuant to the immediately preceding paragraph is subject to the following requirements:

Delegations must be reviewed periodically to ensure that delegations are current, and employees are exercising their signature authority appropriately.
Individuals should be delegated contract signature authority only for the specific documents, or types of documents, needed to allow them to perform the responsibilities of their positions efficiently and effectively.
An individual granted this delegation may not further delegate these responsibilities; this authority remains solely with the President or Chancellor respectively.
Individuals delegated contract signature authority are considered “contracting personnel” and subject to the conflict-of-interest reporting requirements of Ch. UWS 8, Wis. Admin. Code.

Delegation Limitations and Thresholds for Formal Approval by the Board of Regents

Except as otherwise reserved for the Board of Regents, signature authority delegation for grants and contracts from private, profit-making organizations is limited to:

Up to $1,000,000 for Chancellors at all campuses other than UW-Madison; and
Up to $5,000,000 for the UW System President and the UW-Madison Chancellor. Upon request for an individual grant or contract, UW-Madison is authorized up to $10,000,000 if the UW System President also approves.

Approval by the Board of Regents, prior to execution, is required for:

Contracts for large or high-risk information technology projects, as defined in Regent Policy Document 25-4;
Grants or contracts from private, profit-making organizations with a value greater than$1,000,000 for all campuses other than UW-Madison;
Grants or contracts from private, profit-making organizations with a value greater than $5,000,000 for UW System and UW-Madison (greater than $10,000,000 if the UW-Madison Chancellor and the UW System President jointly approve);
UW-Madison athletics employment contracts with total annual compensation greater than $3,000,000 and athletics employment contracts at other UW System institutions with total annual compensation greater than $500,000; and
Any other grants or contracts that, in the judgment of the President of the UW System or the relevant Chancellor, warrant Board review.

An institution’s chief business officer should contact the UW System Office of Finance and Administration to request that contracts be presented for approval at the next meeting of the Board’s Business and Finance Committee. Requests must be made well in advance of the desired effective date of a contract.

Reporting Requirements

A summary of extramural gifts, grants, and contracts will be reported semiannually to UW System Administration for presentation to the Business and Finance Committee of the Board of Regents.

Oversight, Roles, and Responsibilities

Delegation of signature authority allows considerable operational efficiency but requires appropriate oversight and on-going diligence to ensure that the interests of the university are best served.

In addition to oversight by the chancellor’s office and chief business officer, compliance with this policy and sound business practices will be assessed through periodic review by the UW System Office of Internal Audit.

Related Regent Policy Documents and Applicable Laws

Regent Policy Document 13-2, Real Property Contracts: Signature Authority and Approval
Regent Policy Document 13-5, Capital Projects Solely Managed by the UW System: Approval and Signature Authority
Regent Policy Document 20-21, University Personnel Systems
Regent Policy Document 25-4, Strategic Planning and Large or High-Risk Projects
Section 946.13, Wis. Stats., Private interest in public contract prohibited
Section 16.71(1), (1m) and (4), Wis. Stats., Purchasing; powers
Section 36.11(1)(b), Wis. Stats.

History: Res. 92, adopted 02/11/1972, created Regent Policy Document 72-2(a); Res. 965, adopted 03/07/1975, rescinded 72-2a and created Regent Policy Document 75-2; Res. 2791, adopted 04/08/1983, rescinded 75-2 and created Regent Policy Document 83-2; Res. 5945, adopted 11/08/1991, rescinded 83-2 and created Regent Policy Document 91-10; Res. 6042, adopted 03/06/1992, rescinded 91-10 and created Regent Policy Document 92-2; Res. 6314, adopted 02/05/1993, rescinded 92-2 and created Regent Policy Document 93-1; Res. 7548, adopted 09/05/1997, amended Regent Policy Document 93-1; Res. 7844, adopted 02/05/1999, amended Regent Policy Document 93-1; Res. 8074, adopted 02/11/2000, amended Regent Policy Document 93-1; Res. 8875, adopted 06/11/2004, amended Regent Policy Document 93-1, subsequently renumbered 13-3, Authorization to Sign Documents.

Res. 7308, adopted 10/11/1996, created Regent Policy Document 96-5; Res. 8876, adopted 06/10/2004, amended Regent Policy Document 96-5, subsequently renumbered 13-4, Delegation of Responsibilities to the Vice President for Finance.

Res. 10014, adopted 02/10/2012, repealed Regent Policy Documents 13-3 and 13-4, and amended and consolidated the contents under a renumbered Regent Policy Document 13-1. Res. 10604, adopted 12/11/2015, amended and renamed Regent Policy Document 13-1, “General Contract Approval, Signature Authority, and Reporting.” Res. 10706, adopted 06/10/2016, amended Regent Policy Document 13-1; Res. 11111, adopted 10/05/2018, amended Regent Policy Document 13-1. Technical correction made on 01/06/2020. Res. 11895, adopted 06/10/2022, amended Regent Policy Document 13-1. Technical correction made on 03/02/2023, as authorized by Res. 10835 (adopted 3/9/2017).

Regent Policy Document 13-1