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Effective Date

July 1, 2024

Approved By

Philip P. DiStefano, Chancellor

Policy Owner

Chief Financial Officer, ����������ý�Ļ���Ʒ

I. Purpose��

As required by , “Signature Authority for Operational Agreements”, this policy sets forth the authority to sign given operational agreements, otherwise known as signature authority, on behalf of the ����������ý�Ļ���Ʒ campus, and includes requirements for the execution and approval of various types of operational agreements.����

For purposes of this policy, an Operational Agreement may be referred to as an Agreement, Contract, Grant, Lease, Memorandum of Understanding, or Amendment. Types of operational agreements include, but are not limited to: Affiliation, Barter/Trade, Combination [Multi-Purpose], Debt, Expenditure, License, Loan, Revenue, Sponsored Project, and Sponsorship.��

This policy does not apply to:��

• Agreements between departments of ����������ý�Ļ���Ʒ;��

• Administrative or operational authority;��

• Faculty and staff personnel documents; or��

• Contracts involving financial arrangements that must be executed by the University Treasurer. These include, but are not limited to, banking contracts, credit card contracts, revenue bonds, leasing arrangements, and vendor contracts involving foreign currency.��

Absent express written authority from the Chancellor, the authority to execute Operational Agreements listed in Appendix II are reserved to others, and Boulder campus Delegates may not execute.��

II. Definitions��

Operational Agreement: Any document that intended to set forth an agreement or arrangement between the University and an individual or outside party, regardless of the title or designation of the document. For the purposes of this policy, “Operational Agreement” includes, but is not limited to, procurement contracts, documents that are labeled as Agreement, Contract, Grant, Lease, Memorandum of Understanding, or Amendment. Types of operational agreements include, but are not limited to: Affiliation, Barter/Trade, Combination [Multi-Purpose], Debt, Expenditure, License, Loan, Revenue, Sponsored Project, and Sponsorship. “Operational Agreement” includes those agreements or arrangements executed electronically. Any question as to whether a document should be considered an Operational Agreement should be referred to the Office of University Counsel (OUC)����

Delegator and Delegate:�� A Delegator is someone with University Signature Authority, who conveys all or a portion of that authority, via a written Delegation of Authority, to another named individual acting in their professional capacity (a “Delegate”) as specified in appendix I. matrix����

Delegation of Signature Authority: A conveyance of Signature Authority via this policy approved by the Chancellor, the Provost and the Chief Operating Officer as provided by the documented and approved listing provided within this policy – see Appendix I��

Signature Authority: Delegation of Authority from a Delegator, permitting the Delegate to execute certain Contracts.�� Signature Authority documentation is required before the institution will recognize a Delegate’s authority to act for the Institution.������

III. Policy��

This policy establishes the Signature Authority Matrix (the “Matrix”) which shall serve as the comprehensive source for valid signature authority, unless otherwise exempted or reserved. The Matrix hereby rescinds and supersedes all previous delegations of signature authority from the Chancellor, or any authorized delegation made thereunder.�� The Matrix shall be kept by the Chief Financial Officer on the Boulder campus (the “CFO”) and published as Appendix I.��

This policy delegates signature authority from the Chancellor to those positions identified in the Matrix to sign University Operational Agreements that fall within the scope of each position.

1. Signature Authority����

Authority to sign Operational Agreements is generally set forth in , “Signature Authority for Operational Agreements.” On the Boulder campus, the Chancellor and the Chancellor’s delegates, including those listed in the Matrix, are the only individuals authorized to sign Operational Agreements. Operational Agreements involving more than $5 Million and any subsequent amendments that increase the University’s total expenditure of funds relative to those Operational Agreements must be signed by the President.��

����������ý�Ļ���Ʒ faculty and staff are not authorized to sign Operational Agreements unless the individual has a written Delegation of Signature Authority approved by the Chancellor. Prior to signing any Operational Agreements, ����������ý�Ļ���Ʒ Faculty and Staff must be able to demonstrate they have the approved authority to enter into such Operational Agreements, whether or not that authority is specifically identified within this or any other university policies.��

2. Terms of Delegation Authority����

A delegation of authority is only valid if the signer exercised their delegated authority during the time that the Matrix listed their University position, and only to the extent the signer acts within the scope of their official University role, as listed in the Matrix. Subject to notice and recording in the Matrix, the delegated authority of a signer may be modified or revoked while they are still in possession of their position.����

A signer is subject to all applicable limitations on a Delegate’s authority, as established by the statutes, rules, regulations, policies, and procedures of the state of Colorado, the Board of ����������ý�Ļ���Ʒ, the University of Colorado, and the ����������ý�Ļ���Ʒ Campus.����

����������ý�Ļ���Ʒ faculty and staff in an acting or interim appointment, subject to Regent Policy 2.K and APS 5013, assume the signature authority of the position to which they are appointed on an acting or interim basis, if any. The expiration, termination, or removal of an acting or interim appointment shall also terminate any signature authority granted thereby, if any.������

Otherwise, no sub-delegation of signature authority, whether permanent, temporary, or for limited purpose, shall be valid unless the sub-delegation is made in writing and is approved and signed by the Chancellor and updated in the Matrix. Sub-delegation of signature authority must occur before it is exercised and record retention practices must support the provision of written documentation regarding all sub-delegations, except as otherwise exempted or reserved.��

3. Delegates responsibilities��

Each Delegate is responsible for entering into Operational Agreements that support the mission of the university.�� Each Delegate is responsible for the due diligence, negotiation, signature, and monitoring of the Operational Agreement.����

Responsibilities shall include, but are not limited to:��

• Understanding the provisions of the Operational Agreement and performing all necessary due diligence, which might include a consideration of how University policies and procedures affect the terms and conditions of the Operational Agreement;��

• Mitigating risk to the University, including but not limited to financial, reputational, and legal risks;��

• Ensuring the contract has a valid business purpose;��

• Contacting the Office of University Counsel to assist in drafting, negotiating, and reviewing Operational Agreements if the contractor is represented by an attorney, seeking guidance to determine if the Operational Agreement includes terms or risk that are adverse to the University;��

• Ensuring that all required reviews and approvals have been obtained and documented;��

• Initiating the Operational Agreement signature process;��

• Providing the contractor with a signed copy of the Operational Agreement,����

• Retaining a signed original copy of the Operational Agreement in accordance with record retention requirements; and��

• Ensuring compliance with the Operational Agreement terms as well as applicable law and University policy.������

With limited exceptions, the University requires the contractor to sign and date the Operational Agreement first.�� The Operational Agreement may be signed and dated electronically.������

4. Non-Compliance with University Signature Policies����

University employees who sign Operational Agreements that purport to bind the University, or fail to confirm they have appropriate signature authority to bind the University, may become personally liable for the agreement and/or subject to discipline. See Colorado Revised Statutes C.R.S. § 24-30-202 (3).��

5. Counterparties to the Operational Agreement Responsibilities��

Absent a written Delegation of Authority from a Delegator, no Signature Authority exists, and any Operational Agreement executed by an individual who lacks Signature Authority shall be deemed null and void unless ratified, see C.R.S. 24-30-202(3).��

IV.�� Signature Authority Delegation Procedures����

Delegation(s) Scope and Limitations:

All Delegations of Signature Authority under this policy are subject to the requirements and limitations as described below.����

No Delegate may exercise Signature Authority for any Operational Agreement, unless the Delegate first:��

• Confirms that the Delegate has valid Signature Authority;��

• Ensures that the Operational Agreement form, content, and monitoring complies with University of Colorado Fiscal Procedures;��

• Follows all Conflict of Interest disclosure requirements and ensures compliance with University policies and procedures governing conflicts of interest, personal relationships, and fiscal propriety;��

• Ensures business review of the Operational Agreement to determine appropriateness;��

• Consults with the Boulder Campus Office of University Counsel regarding applicable law and legal sufficiency of the Operational Agreement as appropriate;��

• Obtains approval from the Campus Controller or an authorized representative prior to executing any expenditure agreement with a value greater than $150,000; and��

• Consults with and obtains approval from: (a) the Assistant Athletic Director for Licensing before entering into any Operational Agreement permitting the use of University athletic marks for promotional purposes, and (b) the Office of Strategic Relations and Communication before entering into any Operational Agreement permitting the use of any other University marks;��

• Consults with the campus Privacy and Security Officer(s), Export Control Office, Venture Partners, University Tax Manager, and University Risk Management, as appropriate; and��

• Ensures that negotiation, execution and performance are managed, in compliance with the Operational Agreement terms as well as applicable law and University policy. Delegators and delegates will review the Matrix and attest to its continued accuracy annually.����

V. Related Administrative Policy Statements and Other Policies����

The campus policy and these associated procedures are to be interpreted, consistent with the Laws and Policies of the Regents as well as the University’s Administrative Policy Statements, including APS 2005 Signature Authority for Operational Agreements and the University Fiscal Procedures and the Procurement Rules, as amended from time-to-time (collectively, the “Operational Agreement Policies”).�� To the extent that any provisions of this campus policy are inconsistent with the Operational Agreement Policies, the Operational Agreement Policies control.�� Operational Agreement Policies include:��

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• Authority for Operational Agreements��

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• OCG Signature Authority Policy��

VI. Appendices����

Appendix I��

Signature Authority Matrix

Appendix II��

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The authority for the delegations below has their own unique authority. Absent express written authority from the Chancellor, Provost, or COO, the following Operational Agreements are reserved to others, and Boulder campus Delegates may not execute:��

• Operational Agreements involving more than����$5,000,000.��$5,000,000 in expenditure and any subsequent amendments to those contracts are reserved to the President;��

• Operational Agreements involving university-wide (rather than campus-wide) affiliations or operations are reserved to the President;��

• Operational Agreements reserved to the Treasurer under APS 2005, including contracts with financing or foreign currency vendor arrangements or the hiring of any agent to handle university funds;��

• Settlement agreements are reserved to the Chancellor;��

• Operational Agreement for real property acquisition or disposition, leasing, capital construction, design and engineering or controlled maintenance are reserved to the State Architect/Director of Real Estate Programs, Department of Personnel administration or delegate, and follow the contract routing procedures established by the University Controller’s Office.�� At ����������ý�Ļ���Ʒ, the Director of Planning Design and Construction has delegated authority to sign on behalf of the State Architect;����

• Procurement contracts and purchase orders involving goods or services are reserved to (and may only be delegated by) the Chief Procurement Officer;��

• Sponsored Projects, and documents generated thereunder, may only be executed�� by those employees within the Office of Contracts and Grants or within designated campus units who have been granted signature authority by the Director of the Office of Contracts and Grants.����

• University Operational Agreement solely concerning the commercialization and protection of intellectual property, discoveries, and patents in which the University has an interest are managed by Venture Partners (formerly, the Technology Transfer Office); further, the Venture Partners should be asked to review any Sponsored Project Document with terms concerning commercialization and protection of intellectual property, discoveries and patent in which the University has an interest.��

• Legal services contacts require the approval of the Vice President and University Counsel, on behalf of the State Attorney General or delegate;��

• Contingency-Based Operational Agreements, as defined by C.R.S. §24-17-203, require the approval of the Associate Vice President/University Controller and any other approvals deemed necessary by the Associate Vice President/University Controller, see C.R.S. §24-17-204;��

• Debt Collection Services Contracts require the approval of the University Controller, see C.R.S. §24-30-202.4; and��

• Utility Cost-Savings Contracts require approval of the State Personnel director or delegate, see C.R.S. §24-30-2003(1)(b).��