Operational Contracting

Operational Contracting's mission is to provide guidance and assistance on contractual matters by developing contracting policies and templates for use by University operational units. In doing so, our goals are to ensure that contracts signed through the Financial Operations' and Provost's offices comply with applicable laws and University policies.

Contracting Process

Contract Forms and Templates

The University has developed numerous standardized agreement templates for various types of activities.  Descriptions of the most common templates can be found in the Financial Operations Contracts webpages.  It is recommended that business units contact Financial Operations for one of the University’s pre-approved templates to use whenever possible, as doing so may expedite review and approval, reducing the time to complete the contracting process.

Negotiation

Most contracts signed through Financial Operations relate to the activities of a particular school, department or business unit and thus the primary relationship and interface with the other contracting party should be handled at the local level. Some schools and units have established offices that handle particular contracts (e.g. practica, internships, real estate agreements) but in other cases the business manager or other responsible person at the local level will need to manage the relationship and handle contractual correspondence.

 

Financial Operations will review and edit the agreement and coordinate any required internal reviews by other University offices (see below).  Financial Operations will assist in drafting compromise language to support departmental negotiations.

Review

Different internal offices provide input depending on the nature of the contract at issue.  Potential required reviews include:

 

• Office of General Counsel for state and federal legal compliance.

• Office of Risk Management for review of liability and insurance provisions.

• Office of Export Controls for review of contracts involving foreign entities, foreign nationals or export-restricted technologies.

Note: If a standard template is employed, aside from contracts raising export controls issues, additional institutional reviews are usually unnecessary and the contract review time should be minimal.

Approval

In addition to signature by a representative authorized by the Board of Visitors, each contract must be approved at the department or business unit level. Depending on the nature of the contract and the commitments involved, additional approvals from higher levels of the administration may be required.

 

Approval can be provided in different ways depending on the circumstances, but most often will be by having the approver co-sign the document.

Signature

After the contract terms have been negotiated and approved, and all approvals obtained, the contract should be routed for signature. Contracts for signature by the Assistant Vice President for Financial Operations or the Director of Financial Operations should be routed to this office to be logged and processed for University signature through DocuSign). 

Record Retention

Contracts should be retained in accordance with University policy and procedures regarding the retention and disposition of University business records.

Signature Authority

Only authorized signatories named by the Board of Visitors, or to whom signatory authority has been delegated in writing by the Executive Vice President and Chief Operating Officer, can legally bind the University to a contract.

Prior to execution of a proposed contract, the authorized signatory must coordinate all required reviews, obtain all internal approvals, and ensure compliance with applicable University policies and state and federal law . For more information, see the University’s policy on FIN-036: Signatory Authority for Executing University Contracts.

IMPORTANT: If an individual without delegated signature authority signs an agreement purporting to bind the University, he or she could potentially face personal liability for any suit or claim arising from that contract. If an employee hasn’t received an official signatory authority delegation letter from the EVP/COO, then he or she does not have authority to sign an agreements on behalf of the University.

Contracts Reviewed by Financial Operations: Financial Operations manages the review and execution of contracts for three separate authorized signatories:

• Assistant Vice President for Financial Operations:  The Assistant Vice President for Financial Operations (AVPFO) is the holder of residual signature authority for the University’s academic division and College at Wise. As such, authority for all contracts not specifically delegated to other University business units resides with the AVPFO, up to a maximum amount of $3M over the life of the contract.  Contracts exceeding the maximum must be signed by the Executive Vice President and Chief Operating Officer or the President. Per Board of Visitors policy, contracts concerning real estate or allowing the payment of more than $5M in any one year must receive prior approval by the Board and be signed by an authorized official.
• Executive Vice President & Provost: The Executive Vice President & Provost has signature authority for all academic program agreements for the University’s academic division.  Academic program agreements are contracts between the University and another institution or organization to establish a joint educational program, a collaborative academic relationship such as a student exchange, or a research activity unrelated to sponsored research. The Provost’s signature authority is limited to $5M over the life of the contract.  Contracts exceeding the maximum must be signed by the Executive Vice President and Chief Operating Officer or the President. Per Board of Visitors policy, contracts concerning real estate or allowing the payment of more than $5M in any one year must receive prior approval by the Board and be signed by an authorized official.

• Director of Financial Operations:  In addition to managing the contract process for the AVPFO and Provost, the Director has authority to sign certain agreements for the University’s academic division and College at Wise, including clinical practicum contracts, student internship contracts, service agreements, art loans, copyright licenses, location agreements, facility use agreements and merchandising agreements, provided that the total value of any such contract does not exceed $500k in any one year. 

Other University Contracting Offices

Other individuals at the University have been delegated signature authority by the Executive Vice President and Chief Operating Officer for agreements that pertain to their functional unit’s area of specialty.  Below is list of contract categories and the units that manage them; it is not intended as a comprehensive listing but a sample of the more common agreements.  If a contract falls within the authority of a unit mentioned below, please direct the agreement to the appropriate office:

• Office of Sponsored Programs:  Sponsored program agreements are signed through the Office of Sponsored Programs and include research funding agreements, grant agreements, government contracts, material transfer agreements, non-disclosure agreements and any similar agreements. 

  • Note:  Sponsored programs arising from faculty in the School of Medicine are initially processed and negotiated through its Office of Grants and Contracts. 

• Procurement & Supplier Diversity Services:  Agreements for the purchase of goods or services for the University’s academic division and College at Wise are processed through the Procurement & Supplier Diversity Services Department.

• Medical Center Procurement:  Agreements for the purchase of goods or services for the University’s Medical Center are processed through its Procurement unit.

• Medical Center Contract Administration:  Contracts other than Procurements for the Medical Center, including in-coming student practica and insurance provider agreements, are handled through the Contract Administration unit in the Medical Center’s Finance Department.

• Executive Vice President & Provost: The Executive Vice President & Provost has signature authority for all academic program agreements for the University's academic division. Academic program agreements are contracts between the University and another institution or organization to establish a joint educational program, a collaborative academic relationship such as a student exchange, or a research activity unrelated to sponsored research. The Provost's signature authority is limited to $5M over the life of the contract. Contracts exceeding the maximum must be signed by the Executive Vice President and Chief Operating Officer or the President. Per Board of Visitors policy, contracts concerning real estate or allowing the payment of more than $5M in any one year must receive prior approval by the Board and signed by an authorized official.

• Facilities Contract Administration:  The procurement of professional services, construction managers, and contractors for the academic division, the Medical Center and the College at Wise is the responsibility of the Contract Administration team in the Facilities Planning and Construction unit.

Related UVA Policies

• BOV-008: Policy on University-Related Foundations
• EXT-008: Acceptance, Receipt and Acknowledgment of Gifts
• IRM-017: Records Management
• PRM-012: Space and Real Estate Transactions
• STAF-002: Terms and Conditions for Contracted Independent Organizations and Fraternal Organization