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 UNIVERSITY POLICY 

SUBJECT:

LEGAL SERVICES

TITLE:

LEGAL COMMITMENT AUTHORITY

 

CODING:

00-01-90-05:00

ADOPTED:

07/01/87

AMENDED:

06/19/07

                                                                                                                        LAST REVIEWED: 06/19/07

I.        PURPOSE

To specify authority to sign agreements, contracts and other documents which legally obligate the University.

II.       ACCOUNTABILITY

The President shall ensure compliance with this policy. The Deans and Vice Presidents shall implement this policy.

III.      REFERENCES

A.       Funding Grants and Contract Proposals        00-01-50-90:00

B.       Materials Management Contracts                  00-01-55-02:00

C.       Clinical Affiliation Agreements                      00-01-90-10:00

D.       Contract Management:                                 00-01-90-40:00

IV.     POLICY

Guidelines:

The Board of Trustees, pursuant to N.J.S.A. 18A:64G‑6(1), has the power and duty to enter into contracts and agreements and has in the ordinary conduct of the general business of the University delegated authority to sign agreements, contracts and other documents which legally obligate the University (see EXHIBIT). The Board of Trustees has approved the following delegations of its authority to commit the University to contracts and agreements:

1.       Research grants, contracts, special programs contracts from governmental and private sources and documents authorizing the return or assignment of Intellectual Property rights to government entities or UMDNJ employees may be executed by the President, the Executive Vice President for Academic and Clinical Affairs, the Senior Vice President for Administration, the Senior Vice President for Finance, or the Vice President for Finance and Treasurer

2.       Confidential Disclosure Agreements relating to research, licensing agreements and material transfer agreements may be signed by the Director of Patents and Licensing.

3.       Agreements and contracts including appointment letters, between an individual faculty member and the University may be signed by the appropriate Dean in accordance with the policies and by-laws approved by the Board of Trustees.

4.       All clinical affiliation agreements must be drafted, approved and executed in accordance with University policy, Clinical Affiliation Agreements, 00-01-90-10:00. Educational Agreements and Memoranda of Understanding may be signed by the Dean and Executive Vice President for Academic and Clinical Affairs or Vice President for Academic Affairs.

5.       Agreements for the procurement of architectural/engineering services, construction, and renovation services and the purchase or lease of real estate, and purchases resulting from the Waiver of Advertising, in excess of $100,000.00 which have been recommended for approval to the Board of Trustees by the Finance Committee, may be signed by the President, Senior Vice President for Administration, Senior Vice President for Finance, or the Vice President for Finance and Treasurer.

6.       The President, Senior Vice President for Administration, Senior Vice President for Finance, Vice President for Finance and Treasurer, and Vice President for Supply Chain Management may execute contracts as defined in University policy Materials Management Contracts, 00-01-55-02:00, or Purchasing Process, 00-01-60-05:00, as well as any related Business Associate Agreement to such contracts. Materials Management Contracts include Purchasing Contracts as defined herein, Group Purchasing Organization (GPO) Agreements, State Purchase Bureau Contracts, Contracts resulting from Waiver of Advertising less than $100,000.00, and Contracts for Goods and Services less than the bid threshold. Purchasing Contracts consist of a Request for Proposal, the Proposal of the Successful Bidder and the Contract Term Sheet for procurement of goods, equipment, professional and technical services by UMDNJ.

7.       Collective Bargaining Agreements may be signed by the President or designee.

8.       Business Associate Agreements for which there is an underlying agreement that has been executed in accordance with this policy may be signed by the appropriate President/CEO of the Health Care Unit, Senior Administrator of the faculty practice plan or the Dean.

9.       All other agreements in the ordinary course of business may be signed by the President, Senior Vice President for Administration, Senior Vice President for Finance, or Vice President for Finance and Treasurer.

10.     Notwithstanding the delegation of authority to execute agreements set out in this policy, nothing herein shall be construed to supersede the Board of Trustees' authority to approve agreements when required by other policies or other operating procedures.

In any case noted above in which the Board of Trustees has delegated its authority to execute agreements to an officer or officers of the University, an officer, senior to the officer specifically named may execute the agreement e.g. President for Senior Vice President, Senior Vice President for Dean, Vice President, etc.

All programs of service, education and/or research obligating the University and/or any of its component units must be documented by a letter of understanding or contract, authorized by the appropriate University officers. Unless authorized directly or by delegation of authority from the President, no such program obligation may be implemented prior to satisfactory completion and approval of the appropriate legal document.

Consultation should be sought, during the early stages of contract development, with the appropriate University officers, to ensure that the business terms and conditions most favorable to the University are integrated into all agreements. See University policies Contract Management, 00-01-90-40:00 and Funding Grants and Contract Proposals, 00-01-50-90:00.

The application of this Legal Commitment Authority policy will be audited on an annual basis as part of the University's normal audit by an independent firm. Additionally, the Office of Corporate Compliance may conduct random audits of the application of this policy.

V.      EXHIBIT

Resolution of the Board of Trustees of the University of Medicine and Dentistry of New Jersey.

By Direction of the President:

______________________________________
Senior Vice President and General Counsel

EXHIBIT

RESOLUTION OF THE BOARD OF TRUSTEES OF THE
UNIVERSITY OF MEDICINE AND DENTISTRY OF NEW JERSEY

WHEREAS , the University of Medicine and Dentistry of New Jersey has a mission of education, research, and service and,

WHEREAS , pursuant to N.J.S.A. 18A:64G-6(I), the Board of Trustees of the University has the power and duty to enter into contracts and agreements and has a need, in the ordinary conduct of the business of the University, to delegate its authority to sign contracts and agreements to specific officers of the University and,

WHEREAS , in order to ensure that the day-to-day business of the University is carried out in a timely and efficient manner, the University has developed the attached Legal Commitment Authority Policy #00-01-90-05:00 which delegates the authority of the Board of Trustees to execute agreements, contracts and other legal obligations of the University,

WHEREAS , this policy has been presented to and approved by the Finance, Investment and Administration Committee, now therefore;

BE IT RESOLVED that the University of Medicine and Dentistry of New Jersey Board of Trustees upon recommendation of the Finance, Investment and Administration Committee accepts, approves and ratifies the Legal Commitment Authority Policy #00-01-90-05:00.

 

Dated: June 19, 2007

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