I. Scope
This policy applies to all George Mason University (University) employees.
II. Policy Statement
The Board of Visitors has delegated to the President of the University the general authority to manage and operate the University, including the execution of Contracts in accordance with its Bylaws. The President is authorized to delegate this authority to University employees.
This policy promotes the efficient operation of the University and establishes sound internal controls where only employees with properly delegated signature authority are able to commit the University to binding obligations and execute Contracts on behalf of the University. This policy also outlines the authority and responsibilities of employees designated as University Authorized Officers or Signatories with regard to executing and reviewing Contracts on behalf of the University. If a University employee signs a Contract on behalf of the University and has not been delegated signature authority, the employee may be personally liable.
A. Responsibilities of Authorized Officers and Signatories
1. Authorized Officers may only delegate to Authorized Signatories the authority expressly delegated to them by the President. All such delegations shall be in writing through a delegation of signature authority letter which shall define the limits of such authority (DSA Letter).
2. Authorized Signatories shall only sub-delegate authority if authorized to do so in their DSA Letter.
3. Signature Authority shall be delegated to an Authorized Signatory for a period of three years or for the length of the Authorized Signatory’s employment, if the Authorized Signatory has a fixed term of employment.
4. All Authorized Signatories shall only sign Contracts that fall within the limitations of their delegated authority as provided in their DSA Letter.
5. Determine whether the execution of the Contract is in the best interest of the University.
6. Obtain all required reviews and approvals required for the Contract proposed.
7. Ensure the Contract complies with all University policies and procedures.
8. Maintain copies of executed Contracts available for review or audit by the University, and follow state and University policies for record retention.
B. Review and Approval of Contracts
Several offices within the University are responsible for reviewing, negotiating, and approving University Contracts.
1. Purchasing Office. Contracts for the procurement of goods and services must be made in accordance with the laws of the Commonwealth of Virginia and within the policies and procedures of the University and the Purchasing Office. Policy 2106 delegates purchasing authority for goods and services less than or equal to $5,000 to authorized employees at the department level. All Contracts and/or purchase orders must be executed prior to the ordering of goods or the commencement of services.
2. Office of Sponsored Programs. All Contracts involving sponsored research must go through the Office of Sponsored Programs (OSP).
3. Provost Office. All international or domestic Contracts that have academic-related components such as for-credit courses, dual degree, and study abroad must go through the EMOU (electronic memorandum of understanding) system found in https://emou.gmu.edu, which streamlines the process for the development, review, and approval process.
4. Office of University Counsel. As an agency of the Commonwealth of Virginia, the University cannot, by law, enter into contracts with certain contractual provisions. Contracts that do not fall under one of the above offices must be reviewed for legal sufficiency by the Office of University Counsel. Authorized Signatories are responsible for ensuring adequate legal review of each Contract has been obtained prior to execution.
5. Operational Risk Management. Operational Risk Management must have the opportunity to review and approve in advance any Contracts that: may present a risk of accidental loss or exposure to the University; that contain specialized or non-standard insurance provisions, waivers of subrogation, additional insured status, liability limitations, or waivers; and Contracts that include the borrowing or loaning of equipment or property.
6. Office of University Branding. Contracts involving the use of the University’s name, logos, trademarks, etc., or Contracts that might adversely impact the University’s image or brand should be reviewed by the Office of University Branding.
C. Legal Restrictions
1. University Name. The legal name of the University, “The Rectors and Visitors of George Mason University,” or “George Mason University” must appear on all contracts.
2. Governing Laws & Venue. All contracts signed by an Authorized Signatory should be governed by the laws of the Commonwealth of Virginia or be silent on the issue of governing law. If a party insists on the governing law of another state or country and if you have concerns, you may consult the Office of the University Counsel. No contract shall include a provision in which the University must consent to or submit to jurisdiction in federal or non-Virginia courts.
3. Arbitration. In order to ensure that the compromise or settlement of any claim is approved in accordance with state law, no contract shall include a provision requiring the University to submit a dispute to binding arbitration.
4. Indemnification/Hold Harmless. No contract shall include any provisions requiring the University to indemnify or hold harmless the counterparty for damages, losses, etc., resulting from claims against the counterparty by third parties.
5. Attorney’s Fees. Any clause obligating the University to pay costs of collections or attorney’s fees is unacceptable.
III. Definitions
Authorized Office: A University employee who has been granted Signature Authority from the President.
Authorized Signatory: A University employee who has been granted Signature Authority.
Contract: Any written agreement, grant, memorandum of understanding, memorandum of agreement, letter of intent, or any other written document, renewal, or amendment to a written document that commits or binds the University in a relationship in which it must pay or perform.
Delegation Period: A period of time an Authorized Signatory has been granted Signature Authority to execute Contracts on behalf of the University. Such period of time shall be no more than the greater of three years or the length of the Authorized Signatory’s term of employment or appointment, if the Authorized Signatory has a fixed term.
Signature Authority: The legal authority to bind the University (including any school, department, or business unit thereof) in a Contract.
IV. Compliance
A. All Authorized Signatories are required to complete mandatory training prior to the beginning of their Delegation Period.
B. Failure to comply with the requirements of this policy may result in disciplinary action up to and including termination. In addition, contracts entered into without appropriate authorization will be considered taken at personal financial risk.
V. Dates:
A. Effective Date:
This policy will become effective upon the date of approval by the President.
B. Date of Most Recent Review:
N/A
VI. Timetable for Review
This policy, and any related procedures, shall be reviewed annually every two years.
VII. Signatures
Approved:
____s/____________ June 30, 2023
Gregory N. Washington Date
President
Page created: October 20, 2023