Contract Management Administrative Procedure Page 1
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CONTRACT MANAGEMENT
Administrative Procedure
Approved By: President
Effective Date: March 1, 2019
History: v.1
Approval Date: March 1, 2019
Type: Administrative Procedure
Responsible Officials: Executive Vice President, General Counsel
Administrative Procedure Statement
This Contract Management Administrative Procedure (the “Procedure”) serves to implement the
Contract Management Policy (the “Policy”) of Wake Forest University (the “University”) by
establishing processes regarding the oversight, review, execution, and storage of written
agreements intended to create legally binding obligations on the University.
The Policy covers all contracts related to the business of the University, except for (a) contracts
relating to the acquisition or disposition of non-leasehold Real Estate and (b) employment
contracts, and addresses the need for review by the University’s Legal Department of all contracts
for $250,000 or more. This Procedure document provides guidelines regarding the review process
for any University contract, regardless of subject matter or amount, unless the contract is identified
as being exempt from the contract administration review process in an exhibit to this Procedure.
Related Policies
Contract Management Policy; Policy Number: 5.9.01
Procurement Policy; Policy Number: F_PS_01
Contact(s)
Contracts Administrator: contracts@wfu.edu
.
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Exhibits
Exhibit A – Contract Authority
Exhibit B – Exceptions to Administrative Procedure
Exhibit C – Contract Routing Form
Definitions
“Contract” is defined in the Policy as “any obligation of the University requiring the performance
of services, the use or transfer of property, or the payment or receipt of money to, by, for, or from
the University.” For purposes of the Policy and this Procedure, a renewal, amendment, addendum,
change order, or any similar document intended to modify the terms of an existing contract is
considered a contract.
“Contract Authority” refers to the authority granted to an individual to execute a written contract
with a third party on behalf of the University, in accordance with the terms of the Policy.
“Contract Monitor” is the University’s faculty or staff member with the duty to implement or
monitor a contract between the University and a third party in connection with a particular
transaction. The Contract Monitor serves as the primary point of contact with the Contracts
Administrator throughout the contract management process described in this Procedure. Typically,
this person has direct, personal oversight concerning the method, manner, and quality of the
products or services for which the contract is entered. The Contract Monitor is also the person
ultimately responsible for overseeing the performance of a contract following the execution of the
contract, even if that function is delegated.
“Contracts Administrator” is the individual reporting to the Legal Department and Procurement
Services who is responsible for the ongoing oversight of the Policy and the implementation of this
Procedure.
“Contracts in the Ordinary Course of Business” are defined in Section 3.a. of the Policy as follows:
i. Contracts relating to support from state and federal agencies with regard to
scholarships, capitation provisions, and other support provided to or for members of
the student body.
ii. Contracts relating to grants for funded research in areas of activity which are within
the course of the University’s academic programs.
iii. Contracts relating to services, supplies, maintenance, and other operational matters in
connection with activities regularly carried on in connection with the University and
its programs and made within Board-approved budgetary authority. For purposes of
this Policy and the Administrative Procedure, multi-year contracts involving operating
expenses that have been approved by the Board for at least one year within the
University’s budget are considered to be contracts made within Board-approved
budgetary authority. A Board-approved budget may include the placement of multiple
operating expenses under a single budgetary line item.
iv. Contracts relating to capital expenditures made within Board-approved budgetary
authority. For purposes of this Policy and the Administrative Procedure, multi-year
contracts involving capital expenditures that have been approved by the Board for at
least one year within the University’s budget are considered to be contracts made
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within Board-approved budgetary authority. A Board-approved budget may include
the placement of multiple capital expenditures under a single budgetary line item.
“Expenditure Authority” refers to the authority granted to an individual to approve payment for
a University obligation in connection with the authorized procurement of goods or services by the
University.
“University” includes, for purposes of this Procedure, Wake Forest University and its
unincorporated schools, programs, departments, and operating units, including but not limited to
Wake Forest College, Wake Forest University Graduate School of Arts and Sciences, Wake Forest
University School of Business, Wake Forest University School of Divinity, Wake Forest University
School of Law, and the unincorporated centers and institutes within each such School; Graylyn
International Conference Center; WFDD 88.5 FM; and Wrought Iron Productions. For purposes
of this Procedure, “University” does not include Reynolda House, Wake Forest University Baptist
Medical Center or Wake Forest University Health Sciences, or their subsidiaries.
Guidelines
Overview
The Policy sets forth the authority of the President of the University and his or her designees to
enter contracts on behalf of the University. As provided in the Policy, the attached Exhibit A
establishes the President’s delegations of this authority in effect as of the date noted on Exhibit A.
This Procedure distinguishes Contract Authority, which relates to agreements with third parties and
is administered pursuant to this Procedure, from Expenditure Authority, which relates to intra-
University requests for payments to third parties and is administered under the authority of the
Executive Vice President and pursuant to the University’s Procurement Policy and Spend Authority
Administrative Procedure. Contract Authority is, by design, more limited than Expenditure
Authority. An individual who is authorized to request a payment by the University’s Accounts
Payable office in connection with the purchase of goods or services will not necessarily be the same
individual who is authorized to sign a contract with a third party documenting such purchase,
should a written agreement be required.
Signing a contract on behalf of the University is an important responsibility and should be
performed only by an individual with the authority do so and with an understanding of the
obligations being undertaken. A person who signs a contract on behalf of the University without
authority may be subject to disciplinary action up to and including termination, and may also
assume personal liability for the obligations under that contract. The University reserves the right
to reject the terms of a contract signed by an individual without contract authority unless the
President of the University, or his or her authorized designee, subsequently agrees that the
University will honor the contract.
This Procedure is intended to create a system of review and oversight that ensures compliance with
the Policy and leads to the centralized management of University contracts. The Procedure assumes
that those who present contracts for approval and signature have followed the normal business
practices and policies of the University relating to initiating a business relationship or transaction,
including, but not limited to, compliance with the University’s Procurement Policy.
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It is the responsibility of any Contract Monitor who presents a contract for review, and of any
individual executing a contract on behalf of the University, to read and understand the terms and
conditions of the contract. If the contract requires the expenditure of University funds, it is the
responsibility of the authorized signatory to ensure that funding is available prior to submission for
review.
Contract Management Process
Except as otherwise provided in Exhibit B to this Procedure, all contracts should be directed to the
Contracts Administrator as follows:
1. The Contract Monitor should complete the contract intake form (a template of which is
provided as Exhibit C to this Procedure), either printed or electronically, and provide an
electronic draft of the contract in Microsoft Word or another editable format to the
Contracts Administrator.
2. The Contracts Administrator will review the contract intake form and determine, in light
of University policies, whether review of the contract by other departments or units within
the University (e.g., the Legal Department, Risk Management, and/or Information
Systems) is necessary. The Contract Monitor will remain responsible for obtaining all
business-related approvals within the University relating to the contract.
3. The Contracts Administrator, when requested, and together with a University attorney as
warranted, will assist the Contract Monitor in negotiating the terms and conditions of the
contract and resolving differences with third parties as they arise.
4. Upon completion of contract negotiations, the Contracts Administrator will assist the
Contract Monitor as necessary in (a) obtaining third party signatures and (b) routing the
agreed upon contract to an authorized University signatory for execution. If all parties to
the contract agree to the use of signature by digital or electronic means, the contract may
be executed with digital or electronic signatures where there is reasonable certainty of the
identity and agreement of the signers. For these purposes, “digital or electronic signature”
means an electronic sound, symbol or process attached to or logically associated with a
contract and executed or adopted by a person with the intent to sign the contract. Many
commonly used software applications are capable of affixing digital or electronic
signatures.
5. Upon receipt of the fully executed contract, the Contracts Administrator will return an
original (if available) to the Contract Monitor and retain a copy for the Contracts
Administrator’s files.
6. Upon execution of the contract, the Contract Monitor or his or her designee will be
responsible for establishing a consistent, documented process to ensure that (a) goods
and/or services are delivered according to the contract; (b) payments, prior to being made,
are supported and validated according to contract terms; (c) contract dates or milestones,
such as renewal periods, are tracked and addressed in a timely manner; and (d) these duties
are appropriately transitioned in the event the Contract Monitor assumes a different role.
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Database Management
The Contracts Administrator, in conjunction with the Legal Department and Financial Services,
will maintain and update a contract management database for the purpose of retaining and
monitoring executed contracts. Except for certain types of contracts specifically noted in Exhibit
B, all fully executed contracts should be forwarded to the Contracts Administrator for inclusion in
the contract management database, regardless of whether a contract is routed to the Contracts
Administrator at the outset of the review process or is exempt from review pursuant to Exhibit B.
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EXHIBIT A
to Contract Management Administrative Procedure
Contract Authority
The table below sets forth the authority of individuals within the University to enter into Contracts
in the Ordinary Course of Business (as defined in Section 3.a. of the University’s Contract
Management Policy and reprinted in the Procedure) with third parties. The Spend Authority
Administrative Procedure addresses the authority of individuals within the University to make
requests of the University’s Accounts Payable office in connection with the purchase of goods or
services. An individual who is authorized under the Spend Authority Administrative Procedure to
make such an intra-University request for payment will not necessarily be the same individual who
is authorized under this Exhibit A to sign a contract with a third party documenting such purchase,
should a written agreement be required.
Pursuant to Section 3 of the University’s Contract Management Policy, individuals holding the
positions set forth below are authorized to enter and execute, on behalf of the University, contracts
in the ordinary course of business relating to the respective areas of responsibility of each person
holding the positions named below:
Authorizations under Section 3.b. of the Contract Management Policy
Title
Authority Limit
President
Unlimited
Executive Vice President (Chief Financial Officer)
Unlimited
Delegations of Authority under Section 3.c.i. of the Contract Management Policy
The President of the University has delegated Contract Authority directly to the individuals holding
the positions specified below, in the amounts noted.
Title
Authority Limit
Provost
$1,000,000
Director of Athletics
$1,000,000
Director, Office of Research and Sponsored Programs (for
sponsored research and grant agreements)
$750,000
Vice President of Innovation and Career Development
$500,000
Senior Vice President & General Counsel
$500,000
Vice President for Campus Life
$500,000
Vice President for University Advancement
$500,000
Chief of Staff
$500,000
Vice President (Charlotte Program)
$500,000
Vice President and Chief Human Resources Officer
$500,000
Vice President, Facilities and Campus Services
$500,000
Vice President for Finance
$500,000
Vice President of Information Technology (Chief Information
Officer)
$500,000
Vice President, Strategy and Operations
$500,000
Dean of the College
$250,000
Dean of the School of Business
$250,000
Dean of the School of Law
$250,000
Dean of the School of Divinity
$250,000
Dean
of
Graduate
Programs
in
Arts
and
Sciences
$250,000
Dean
of
Graduate
Programs
in
Biomedical
Sciences
$250,000
Dean
of
the
Z.
Smith
Reynolds
Library
5250,000
Dean
of
Residence
Life
and
Housing
$250,000
Associate
Provost
for
Global
Affairs
$250,000
Associate
Provost
for
Research
and
Scholarly
Inquiry
$250,000
Associate
Vice
President,
Hospitality
&
Auxiliary
Services
$250,000
Executive
Director
of
Real
Estate
$250,000
Assistant
Vice
President,
Financial
Operations
$100,000
Director,
Maintenance
&
Utilities
Operations
(Facilities
and
Campus
Services)
Senior
Director,
Procurement
&
Payment
Services
575,000
In
the
case
of
procurement
contracts
and
guest
speaker
or
performer
agreements,
anyone
with
Expenditure
Authority
of
$10
000
S
100,000
or
more
as
set
forth
in
the
Spend
Authority
Administrative
Procedure
Delegations
of
Authority
under
Section
3.cii.
of
the
Contract
Management
Policy
The
Provost,
the
Director
of
Athletics,
and
certain
Vice
Presidents
and
Deans
named
in
the
immediately
preceding
list
(Delegations
of
Authority
under
Section
3.c.i.
of
the
Contract
Management
Policy)
have
delegated
Contract
Authority
to
the
individuals
holding
the
positions
specified
below,
in
the
amounts
noted.
ThIe
Authority
Limit
Assistant
Provost
for
Budget
&
Planning
5250,000
Senior
Associate
Director
&
CFO
of
Athletics
$250,000
Executive
Director,
Operations
&
Finance
(Advancement)
$250,000
Associate
Vice
President.
Finance
&
Operations
(Campus
Life)
$250,000
Assistant
Vice
President
&
Controller
$250,000
Assistant
Dean
for
Finance
and
Administration
$100,000
Chief
Administrative
Officer,
School
of
Business
$100,000
Budget
Director,
School
of
Law
$100,000
Director,
Financial
Services
(Graduate
Programs
in
Arts
and
$100
000
Sciences;
School
of
Divinity)
Director,
Graduate
School
of
Arts
and
Sciences,
Biomedical
$100
000
Sciences
Associate
Dean,
Z.
Smith
Reynolds
Library
$100,000
Associate
Vice
President
and
Executive
Director,
Office
of
$75
000
Personal
and
Career
Development
—
The
delegation
of
Contract
Authority
reflected
above
amends,
restates,
and
supersedes
any
practice,
policy,
delegations
or
guidelines
regarding
its
subject
matter,
including
but
not
limited
to
the
Wake
Forest
University
Authorization
Approval
Levels
chart
dated
July
18,
2005.
The
authority
limits
set
forth
above
are
in
effect
as
of
March
1.
2019,
and
remain
in
effect
until
modified
in
an
amendment
to
this
Exhibit
A
signed
by
the
President
of
the
University.
01
Nat
an
0.
Hatch.
President
Contract
Management
Administrative
Procedure
Page
A-2
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Contract Management Administrative Procedure Page B-1
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EXHIBIT B
to Contract Management Administrative Procedure
Criteria for Exemption from Contracts Administration Review Process
All contracts are subject to the Contract Management Policy and to the Contract Authority
provisions set forth in Exhibit A to this Procedure. As an exception to the Procedure, as of March 1,
2019, the contracts noted below do not require submission to the Contracts Administrator for
review prior to execution; however, such contracts should be processed in accordance with
applicable University policies and procedures.
EXCEPT FOR CONTRACTS IN CATEGORIES MARKED WITH AN ASTERISK (*) BELOW,
all fully executed contracts should be forwarded to the Contracts Administrator for inclusion in the
contract management database, regardless of whether a contract is routed to the Contracts
Administrator at the outset of the review process or is exempt from review pursuant to this
Exhibit B.
Real Estate Contracts
Agreements for the purchase, sale, or lease of real property
Employment Contracts*
Academic appointment letters
Employment agreements
Agreements Involving the University’s Receipt of Gifts*
Fund agreements
Charitable remainder trusts and other split-interest gift arrangements
Naming rights agreements
Agreements Involving the Sale, License or Assignment of University Intellectual Property*
Copyright assignments or licenses
Patent or trademark license agreements
Agreements regarding the use of the University’s name(s), mark(s), or other intellectual property
Certain Purchasing Agreements
Procurement contracts with a value at or below $10,000
Guest speaker or performer agreements with a value at or below $10,000
Amendments, modifications, renewals, and/or extensions to an existing contract for the purchase
or license of library materials when the revision is limited to (a) an extension of the term, and/or
(b) a change in the cost of the contract, and/or (c) the addition or deletion of titles.
Sponsored Research or Grant Agreements and Certain Related Agreements*
Sponsored research or grant agreements reviewed by the Office of Research & Sponsored Programs
Confidentiality and non-disclosure agreements relating to sponsored research or grant agreements
Material transfer agreements, data use agreements, materials analysis or services agreements, and
similar contracts ordinarily reviewed by the Office of Research & Sponsored Programs
Certain Other Agreements
Agreements using pre-approved University templates, as directed, for the engagement or retention
of contractors or consultants in amounts not exceeding $250,000.
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Memoranda of agreement or memoranda of understanding among or between one or more
subsidiaries, schools, departments, or operating units of the University
Contracts that generate $10,000 or less of revenue for the University during the term of the
agreement and any extension or amendment
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EXHIBIT C
to Contract Management Administrative Procedure
Template Contract Intake Form
Contract Monitor Name: _____________________________________________________
Department:________________________________________________
E-mail and Phone:____________________________________________
Name of non-WFU party to the contract:_____________________________________________
Name and contact information of third party counterpart:________________________________
______________________________________________________________________________
The contract is [select one]: ____new ____a renewal ____an amendment
(Note: If the contract is a renewal of or amendment to an existing contract, please provide a
copy of the existing contract.)
Brief description of the goods and/or services that will be provided under the contract:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Beginning date of contract:________________________________________________________
Ending date of contract:___________________________________________________________
The contract results in [select one]: ____income to ____an expenditure by WFU.
Total anticipated amount of WFU’s expenditures under the contract:_______________________
Are WFU’s expenditures under the contract budgeted or non-budgeted?_____________________
Was the contract prepared using an approved WFU template?__________________________
Does the contract adequately describe the business terms of the agreement, as you understand the
proposed transaction?_____________________________________________________________
Name and title of the senior administrator in the Contract Monitor’s department who has read and
approved the business terms of this contract:__________________________________________
______________________________________________________________________________
Questions or concerns regarding this contract:_________________________________________
______________________________________________________________________________
______________________________________________________________________________
Date submitted to Contracts Administrator:___________________________________________
Requested return date:____________________________________________________________
_____________________________________
Signature of Contract Monitor
