FAQ: Business, Contracts, and Signature Authority

Q: Who is authorized to sign business contracts such as purchases of goods or services, property leases, etc.?

A: Any type of document, whether in letter form, standard contract form, memo of understanding form, or otherwise that commits U-M to pay another party for goods or services or commits U-M to provide goods or services to another, is a contract and may bind U-M to its terms. The President of U-M has overarching authority to bind U-M with only a very few limited exceptions found in the Bylaws. However, all other individuals employed by or associated with U-M have only the specific authority delegated to them from other sources. While you may have authority to sign payroll documents, Human Resources documents, or other items used for internal U-M administrative matters, this does not necessarily mean that you have authority to sign contracts on behalf of U-M.

Chapter III of the Regents Bylaws says the Executive Vice President and Chief Financial Officer (EVPCFO) is responsible for executing business contracts between U-M and third parties. This responsibility encompasses all three campuses and includes the hospital operations. Through SPG 601.24 the EVPCFO delegates some of his authority to execute certain types of business contracts to others. Table 1 of SPG 601.24 details which U-M employees have been given authority to sign certain types of documents. One of the most widely used delegation is the authority to make purchases for all those who have been issued Pcards. This particular authority is limited to whatever restrictions are upon the particular Pcard issued to the user. Any further subdelegation of authority beyond what is shown on Table 1 must be in writing, limited to an individual and for a specified period of time.

Q: Is there a process U-M uses to enter into business contracts for purchases of goods or services or for real estate transactions?

A: Yes. U-M Procurement Services office handles or oversees most purchasing transactions. See the procurement website for detailed information on the services it provides. In particular, all purchases must abide by SPG 507.01. Probably the most efficient way to initiate a business transaction is to contact the Procurement Buying Agent who works with your academic or business unit. He or she can advise you on the various U-M requirements that must be followed for your particular purchase or contract. In fact, most purchases of goods or services can be completed using form contracts approved by Procurement and previously reviewed by the Office of the Vice President and General Counsel (OGC). If additional advice is needed for your contracting situation from other U-M units, including legal advice from the OGC, coordination in obtaining that advice would be handled by Procurement Services.

Real estate transactions—purchases, sales, or leases—are all coordinated by the Real Estate Office for the Architecture, Engineering and Design office. All real estate transactions, including easements, must follow the requirements of SPG 601.23. Similar to the situation for purchasing goods or services, it is most efficient to contact the Real Estate Office if you need to lease space or become involved in other real estate transactions. In fact, SPG 601.23 requires that the Real Estate Office be contacted very early in the process. The Real Estate Office would coordinate obtaining any additional advice that may be needed from other U-M units, including legal advice from the OGC. For more information call the Real Estate Manager at (734) 763-2302.

Q: U-M enters into many kinds of agreements that don’t really fall into the “business contract” type of case, such as academic agreements or hospital operations. Who can sign those?

A: SPG 601.24 also includes a reference table (Table 2) describing situations where authority to bind U-M derives from an authority other than the EVPCFO. For example, through Regents Bylaw Section 2.04, the Provost and Executive Vice President for Academic Affairs has authority to enter into academic agreements. In another case, as shown in Table 2, Regents Bylaw Sections 2.02 and 2.03 provide similar authority over academic matters related to the Dearborn and Flint campuses to their respective Chancellors.

Agreements needed for U-M hospital operations can be signed by the Executive Vice President for Medical Affairs (EVPMA), or the EVPMA’s designee, under Regents’ Bylaw Section 2.06.

Q: When a student is placed in an internship or receives class credit for international study abroad, who handles these agreements?

A: Student affiliation agreements are situations where U-M places a student with an outside organization for an internship or other type of degree-related training. International exchange agreements arise when U-M wishes to facilitate an exchange of students between an academic unit at U-M and a non-U.S. postsecondary institution. Typically, these arrangements enable the exchanged students to receive academic credit towards their degrees.

Ann Arbor
For the Ann Arbor Campus, there is a general process for entering into student affiliation agreements and international student exchange agreements. In all cases you will want the office of your dean or director to be aware of the proposed arrangement. In both types of agreements, the academic unit that is sponsoring or desiring the agreement will be in contact with the outside organization. OGC has available a preferred form of agreement for both, but oftentimes the outside organization will insist on using its own form as a base document. The academic unit, with advice from OGC, will negotiate the agreement. Once the agreement is ready for signature it is sent by OGC to the Provost’s Office for signature. The Provost’s Office will return the signed document to the academic unit.

Academic units coordinate all student internship (affiliation) and International agreements with U-M-Flint Procurement and Contracts. This process includes OGC review and external and signature approvals. Signed copies are retained centrally by U-M-Flint Procurement and Contracts and renewed as per contract terms. U-M-Flint Procurement and Contracts can be reached at (810) 762-3488.

Internship agreements are negotiated by the responsible academic unit. Affiliation agreements related to international study abroad are submitted to the Dean who facilitates final review, approval and signatures through the U-M-Dearborn Office of the Provost.

Q: Where do I go if I have academically related agreements other than student placement situations?

Ann Arbor
For all other types of academic agreements arising out of the Ann Arbor campus, contact the office of your dean or director for direction as to processing and who may sign.

All Flint campus agreements are centrally administered in U-M-Flint Procurement and Contracts. In addition to affiliation agreements, these include articulation, partnership, consortium and business agreements. The U-M-Flint Contracts Manager (with OGC support) will work with respective academic/administrative business units to form the agreement, negotiate agreement terms and conditions. Once the agreement is ready for acceptance, U-M-Flint Procurement and Contracts will route internally/externally for appropriate signatures. Property lease/space and revenue generation agreements are to be directed to the Flint Director of Facilities.

Processing of academic agreements arising out of the Dearborn campus is handled principally by the U-M-Dearborn Office of the Provost, with advice from OGC as necessary. For advice and direction on processing academic agreements related to the Dearborn Campus, contact the U-M-Dearborn Office of the Provost at (313) 593-5030.

Q: I have an agreement that the University of Michigan Health System needs to have signed. Who can sign it?

A: As described in other FAQs, purchases of goods or services or for real estate transactions are through the authority of the EVPCFO. The process to enter into agreements of these types is described earlier. See FAQs, above, on signing and processing business contracts. However, all other hospital operation agreements are through the authority of the EVPMA. For advice and direction on processing hospital operation agreements that are not purchases of goods or services or real estate please contact the University of Michigan Health System Compliance Program office by calling (734) 615-4400 or visiting their website.

Q: Besides contracts, aren’t there other situations where U-M must have someone officially acting on U-M’s behalf?

A: Yes. Examples include responses to requests under the Michigan Freedom of Information Act (FOIA) and immigration forms. These two examples and many others are listed within Table 2 of SPG 601.24. Included in the listed information is the U-M official designated to act on U-M’s behalf and the authority under which that designation is made.

SPG 601.24 doesn’t seem to include authority to sign payroll documents, Human Resources documents or other items used for internal U-M administrative matters. Why not?

A: SPG 601.24 only delegates authority to sign agreements with outside entities. All internal U-M matters are handled through other means. For example, U-M Regental Ordinances place authority to allow solicitations on the Ann Arbor Campus with the EVPCFO or his/her designee. See Regents Ordinance Article IX, Section 2. Subdelegation of this and similar authority is done through letters of delegation. Other internal matters, such as payroll records or Human Resources records are handled through job descriptions or assigned duties to specific individuals within an academic or business unit.