Board of Regents Policy CSCU Contracting and Signatory Authority Policy

The purpose of this policy is to delegate signatory authority to certain CSCU executives for certain contracts and purchases, develop a framework for re-delegation, and ensure sufficient Board of Regents (BOR) oversight of contracts or purchases with significant budget, operational, and/or strategic impact.

Operational efficiency must be balanced with the legal and financial risks that come with delegating signatory authority; therefore, this Policy clarifies which individuals within the CSCU System have authority to contractually bind the BOR, the CSCU System, institutions under the jurisdiction of the BOR and the procedures by which signatory authority may be re-delegated.

Pursuant to C.G.S. § 10a-6(a)(15), the Board of Regents for Higher Education is vested with authority to “make or enter into contracts, leases or other agreements in connection with its responsibilities. . .”.  The BOR reserves its contractual authority approval and delegates authority for contract execution in accordance with Connecticut General Statues and the provisions of this Policy.

This Policy is intended to be interpreted and implemented in a manner that is consistent with all applicable federal and state laws and regulations, and other applicable policies and procedures of the BOR.

Authorized Individual: An individual with legal or delegated power to sign documents on behalf of the CSCU or their institution. 

Institution(s): Individually or collectively the institutions that comprise CSCU, including Central Connecticut State University, Charter Oak State College, Connecticut State Community College, Eastern Connecticut State University, Southern Connecticut State University, and Western Connecticut State University.

Contract: Any agreement between two or more parties where there is a mutual exchange of promises and which creates legally enforceable rights, duties and expectations in the parties, irrespective of financial value (or lack thereof) and the title or designation of the document (such as letter agreements, memoranda of understanding, procurements, purchase orders and the like).

Contract Owner:  An authorized individual responsible for managing a Contract as set forth herein. 

Contract Value: The entire monetary value, expenses and revenues, of a contract over its full term, including all committed payments, recurring charges, one-time fees, and any optional extensions or renewals that are reasonably expected to be exercised. 

CFO: Chief Financial Officer of the CSCU System, a Connecticut State University, CT State Community College or Charter Oak State College, regardless of how the CFO role is titled.

Delegation of Authority: The process by which signature authority is formally assigned to another individual.

Designee: An individual selected or designated to carry out a duty or role.

Office of Attorney General Approved Template Agreement:  An agreement form approved by the Office of the Attorney General (OAG), pursuant to a memorandum of understanding (MOU) with the OAG, and such agreement forms may be used without additional review and approval by the OAG provided that none of the standard legal terms of the agreement form are modified.

Signature: Wet or electronic indicator of an authorized individual’s identity and their willingness to commit the institution to the terms of the purchase or contract. 

Signatory Authority: The legal or delegated power to sign documents on behalf of the BOR, CSCU, or an institution.

Value: The entire monetary value, expenses and revenues, of a contract over its full term, including all committed payments, recurring charges, one-time fees, and any optional extensions or renewals that are reasonably expected to be exercised.

A. General Provisions

• The CSCU Office of General Counsel shall adopt and promulgate procedures ensuring compliance with this policy.
• Authorized individuals must ensure that all internal and external reviews and approvals are in place prior to signing and approving contracts. This includes but is not limited to internal legal review and Office of the Attorney General approval, when applicable.
• Contracts or agreements with a value over $1,000,000 must be signed by two authorized individuals.
• All contracts or agreements must be entered into to support and further the mission of Connecticut State Colleges & Universities (CSCU) and its institutions.
• All contracts or agreements indebting the respective institutions must have been budgeted in the fiscal year in question or be accommodated within the approved budget. Any exceptions must be approved by the CSCU Chancellor with sufficient documentation to show business necessity.
• Any agreement that would structurally change the System must be approved by the Board of Regents.
• Signatory Authority is retained when a position is filled by an interim appointment.
• The delegating authority is responsible for maintaining oversight over any re-delegations of signatory authority.
• All Contracts to which the BOR, CSCU System, or institution(s) is a party, require a Contract Owner and an Authorized Signatory and must be documented in writing, negotiated in good faith, and determined to be in the best interest of the BOR, the CSCU System, and the College or University.  The parties involved in the development and completion of any Contract include:
  • The Contract Owner, who is responsible for managing the relationship between the BOR, the CSCU System, consistent unit(s), as applicable, and the outside party and for assuring that all appropriate reviews and approvals have been completed prior to Contract execution;
  • The Authorized Signatory; and,
  • Certain individuals, CSCU System or institution offices, described in the related procedure, responsible for reviewing the Contract documents or approving the relationship or transaction prior to Contract completion and execution.
  • CSCU employees and public officials are prohibited from initiating or signing Contracts from which they will receive a direct or indirect personal benefit, as further delineated by the Connecticut Public Officials and State Employees Code of Ethics and relevant BOR policies, amended from time to time. All individuals involved in the review, approval and execution of a Contract, including Contract Owners and Authorized Signatories, must act in a manner consistent with the laws of the State of Connecticut, rules promulgated by the Connecticut Office of State Ethics, their fiduciary responsibilities, and applicable CSCU policies. Only State of Connecticut employees may exercise signatory authority.
  • Only individuals directly delegated signatory authority in this policy may execute contracts with a duration that extends beyond the current state budget cycle.
  • Change orders do not require board approval unless the change order results in an increase in contract value that exceeds the approval thresholds as outlined below.
  • The system-wide procurement of electricity or natural gas from a 3rd party supplier, when publicly bid, shall be executed by 2 properly delegated individuals and shall be presented to the BOR as information agenda items.

B. BOR Sole Signatory Authority

The BOR retains sole signatory authority over the following contracts:

1. CSCU Chancellor’s Employment Contract. CSCU Chancellor’s employment contract and any amendment thereof.
2. Other Contracts. Any other Contract, not specifically addressed in this Policy, for which the authority to approve and/or execute has been reserved to the BOR by law, BOR Bylaws, or BOR policies.
    

C. BOR Delegation of Signatory Authority to the Chancellor

The CSCU Chancellor is vested with the authority to sign all contracts on behalf of CSCU, consistent with the BOR Signatory Authority retention in Section b and the BOR Approval and Notice requirements in Sections g and h.
 

D. BOR Delegation of Signatory Authority to Institutional Presidents

Each of the six Institutional Presidents are vested with the authority to sign all contracts on behalf of their respective institution, consistent with the BOR Signatory Authority retention in Section b and the BOR Approval and Notice requirements in Sections g and h.
 

E. BOR Delegation of Signatory Authority to the CSCU CFO and Institutional CFOS

The CSCU CFO and each of the six institutional CFOs are vested with the authority to sign all contracts on behalf of their respective institution, consistent with the BOR Signatory Authority retention in Section b and the BOR Approval and Notice requirements in Sections g and h.
 

F. BOR Delegation of Signatory Authority to the CSCU General Counsel

The CSCU General Counsel (OGC) is vested with the authority to sign all contracts that support or further the legal interests of CSCU on behalf of CSCU, including settlement agreements, consistent with the BOR Signatory Authority retention in Section b and the BOR Approval and Notice requirements in Sections g and h.
 

G. Purchases or Contracts Requiring BOR Approval

1. Contracts Over $2,500,000: Excluding general obligation and CHEFA bond funded Capital projects that have a legislative agency administer construction threshold of $3,000,000 and are contracted for construction with an Office of Attorney General Approved Template Agreement,  any contracts or amendments thereof with a value of $2,500,000 or more, must be presented to the Board of Regents for approval prior to execution by the two (2) properly delegated individuals.
2. Appointment of Independent Auditors. Any contract, regardless of value, for the engagement of Independent Auditors by the CSCU System Office, College or University must be reviewed and approved by the BOR Audit Committee.
3. Real Property. Any real property contract or conveyance, regardless of value, including, but not limited to, purchase and sale agreements, deed, easements and leases, or any other instrument directly impacting the real property interests of the Board of Regents for Higher Education and/or any member institution(s) of CSCU, shall require BOR approval prior to execution by the properly delegated individual.
4. Collective Bargaining Agreements: The collective bargaining agreement with a recognized union within the CSCU System shall be presented to the Board of Regents for approval prior to submission for review and approval by the state legislature and execution by the properly delegated individual.
5. College or University Mergers, Acquisitions or Closures. Any Contract that changes or materially affects the corporate structure of the CSCU System, including merger, acquisition or closure agreements in accordance with C.G.S. § 10a-6(a)(5) shall be presented to the Board of Regents for approval prior to execution by the CSCU Chancellor.
6. Contracts Impacting Tuition and Fees. Any contract that changes or materially affects student tuition and fees shall be presented to the BOR for approval prior to execution by the CSCU Chancellor or respective Institutional President.
7. Debt Instruments. Any Contract or other instrument pursuant to which the BOR, CSCU System, or institution(s) incur debt or secures debt by mortgage, deed of trust, or other pledge of assets shall be presented to the Board of Regents for approval prior to execution by the properly delegated individual. Operating leases for capital equipment shall not be considered debt instruments.
    

H. Purchases or Contracts Requiring BOR Notice

1. Contracts Between $1,000,000 and $2,500,000: Any contracts or amendments thereof, except those types identified in this policy as an authority retained by the BOR or requiring BOR approval, with a value between $1,000,000 and $2,500,000 shall be executed by the two (2) properly delegated individuals and subsequently presented to the Board of Regents as information agenda items. Capital program general obligation and CHEFA bond funded improvements contracted for construction between $1,000,000 and $3,000,000 with an Office of Attorney General Approved Template Agreement shall be executed by the two (2) properly delegated individuals and are not required to be presented to the Board of Regents as information agenda items.
    

I. MOUs, Articulation Agreements, Affiliation Agreements, and Similar Instruments

Certain contracts, including Memoranda of Understanding (MOUs), articulation agreements, affiliation agreements, and similar instruments, may not involve direct financial consideration but still establish legal obligations, operational partnerships, or formal relationships. These agreements, while not carrying an immediate fiscal impact, may affect CSCU’s strategic, academic, or administrative priorities and must be executed with the same diligence as financial contracts.

The Board of Regents delegates to the CSCU Chancellor and to each Institutional President the authority to approve and execute non-financial agreements on behalf of their respective units, subject to the following conditions:

• Legal and Policy Compliance
  • All such agreements must comply with applicable federal and state laws, Board of Regents policies, and any standards or procedures established by the CSCU Office of General Counsel.
• Required Terms and Conditions
  • Non-financial agreements must incorporate or otherwise comply with any required State of Connecticut terms and conditions, including those related to indemnification, data protection, non-discrimination, and public records.
• Internal Review and Oversight
  • Institutions must ensure these agreements are reviewed through appropriate internal processes before execution. 
• Escalation for Risk or Strategic Impact
  • Any proposed non-financial agreement that may result in a structural change to the system or institution, presents significant legal or reputational risk, or materially affects institutional strategy must be referred to the Chancellor and may require approval by the Board of Regents.
     

J. Re-delegation of Signatory Authority

The Chancellor and each institutional President has the authority to re-delegate authority for their respective institution. Re-delegations will be specific to the employee’s function, in an amount appropriate for the position, and consistent with re-delegation standards developed by the CSCU OGC. Such redelegation must be documented, signed, and will state a dollar value limitation associated with a position/title, not an incumbent’s name. The re-delegation documents must be submitted to the CSCU OGC, consistent with related procedures, for maintenance of a master documentation of signature authority. Further, the CSCU OGC will post publicly and annually present this list to the BOR.
 

K. Contract Administration

Contract review and execution is only the start of the contractual transaction or a relationship. The Contract Owner must continuously evaluate whether the Contract has been satisfied, that payments have been made timely, and that the work has been completed to agreed standards and is acceptable. If a contracting party has not performed its end of the bargain, the contracting party may be in breach of the Contract and the CSCU System may be able to seek damages or other remedies. If the Contract Owner is concerned about adherence to the contract terms, workmanship, potential or actual breach or dispute about the completion of a Contract, the CSCU OGC shall be notified as soon as possible to assist in correcting and preserving applicable rights.
 

L. Record Retention

The Contract Owner is responsible for retaining a copy of the fully executed Contract and other business records relating to the Contract or created during the course of the Contract term. Contract Owners must provide a copy of all executed contracts, including non-financial agreements, to the Office of General Counsel consistent with related procedures. A statute of limitations defines the period of time in which a party may take action against another party. The Connecticut statute of limitations for breach of contract claims is generally six (6) years from the date of the breach.  CSCU therefore requires that executed Contracts and related documents be retained for at least six (6) years from the Contract termination date or longer depending on state and federal document retention requirements.

Enforcement

CSCU and its institutions are not bound by any promise or obligation, orally or in writing, made by an unauthorized individual. Unauthorized individuals who approve or sign a contract on behalf of CSCU or an institution may be held personally liable. Further, this policy is enforced through Policy 4-10 Code of Conduct For Regents, Employees and Volunteers with sanctions up to and including separation from CSCU.