Rule 3342-5-04.1 | Administrative policy for contract administration.
(A) Purpose statement. This policy designates the process by which university officials are authorized to negotiate and enter into contracts on behalf of Kent state university in accordance with the authority established in rule 3342-5-04 of the Administrative Code.
(B) Scope. This policy applies to all employees at Kent state university ("university employees"), whether temporary, term, or continuing, part-time or full-time positions. This policy applies to original contracts and agreements, as well as all amendments, alterations, modifications, corrections, changes and extensions.
(C) Definitions.
(1) Contract. For the purpose of this policy, "contract" means all written agreements intending to have legal effect between two or more parties where Kent state university, or any department within the university, constitutes one of the contracting parties.
(a) The term "contracts" includes, but is not limited to, memorandums of understanding, agreements, service contracts, settlement of disputes, rental/lease agreements, affiliation agreements, liability waivers, assignments of rights and/or licensing agreements.
(b) The term "contracts" does not include internal agreements between department/units of Kent state university.
(c) Exclusions. This policy does not apply to the following: faculty and adjunct instructor employment agreements executed by the senior vice president for academic affairs and provost, employment contracts executed by the division of human resources, student employment contracts executed by the executive director of the office of career exploration and development, contracts executed by student organizations, or private and personal matters of employees. This policy does not apply to, nor does it seek to replace, the board of trustees as the contracting authority for certain agreements as required by Chapters 3341. and 3345. of the Revised Code or rules 3342-2-01 and 3342-5-04 of the Administrative Code.
(2) Contracting authority. For the purpose of this policy, "contracting authority" means university personnel who hold a delegation of signatory authority in accordance with this rule and rule 3342-5-04 of the Administrative Code.
(3) Vice president. For the purposes of this policy, "vice president" shall mean the officer responsible for an administrative or academic division of the university as appointed by the president and approved by the Kent state university board of trustees.
(D) Implementation.
(1) Authority to contract. In accordance with rule 3342-5-04 of the Administrative Code, the Kent state university board of trustees, the president of the university, or vice presidents hold the authority to contract on behalf of Kent state university. This rule provides for the formal delegation of such authority to other university employees as may be necessary for the proper maintenance and successful and continuous operation of the university.
(2) Delegation required. With exception to the authority referenced in paragraph (D)(1) of this rule, university employees shall not enter into a contract for the purchase of goods or services or otherwise obligate Kent state university to perform any obligation, including but not limited to an obligation to pay any sum of consideration, unless the university employee holds a delegation under this rule.
(3) Delegation in writing. A university employee may contract on behalf of the university if provided a written delegation by the Kent state university board of trustees, the president of the university, or a vice president.
(a) A written delegation must contain all of the following elements:
(i) The employee's administrative job title ("position");
(ii) Effective date and term of the delegation;
(iii) Scope of employee's contracting authority;
(iv) Restrictions, limitations of employee's contracting authority;
(v) Signature of the board, president, or vice president, as may be applicable; and
(vi) Signature of the university employee accepting and acknowledging the terms of the delegation.
(b) Limitation. Except as otherwise provided for in this policy, written delegations may not be made more than two administrative levels below that of the vice president or dean, or more than two administrative levels below that of the regional dean, without written approval by the president of the university. For example, if a college has a dean, an associate dean, and an assistant dean, the delegation may not be made below that of the assistant dean without written approval by the president of the university. In the event that a delegation is made lower than two administrative levels, the signature of the president is required.
(i) Exceptions to paragraph (D)(3)(b) of this rule:
(a) Delegation in university policy. A university employee may contract on behalf of the university if the university employee's specific position is delegated the authority to contract under another rule within agency 3342 of the Administrative Code. Such delegation is limited to the conditions and scope provided for in the applicable policy in which the delegation is provided and must be in writing.
(b) Delegation as an "institutional official." A university employee may contract on behalf of the university as an "institutional official." For the purposes of this rule, an "institutional official" means an individual holding a position that is required by state or federal law to serve as the university's designated official for reporting or contracting purposes. Such delegation shall be in writing.
(4) Delegation by position. A university employee holding one of the following positions may contract on behalf of the university to the extent that such authority is limited to the scope of the operations relative to the applicable academic structure:
(a) Regional deans shall be authorized to review and execute contracts necessary for the continuing and successful operation of their respective campus, and for a total value not to exceed forty-nine thousand dollars and not to exceed a contract term of two years.
(b) College deans shall be authorized to review and execute contracts necessary for the continuing and successful operation of their respective college, including agreements necessary to secure non-clinical student placements, and for a total value not to exceed forty-nine thousand dollars and not to exceed a contract term of two years.
(c) Associate deans and school directors shall be authorized to review and execute contracts necessary for the continuing and successful operation of their respective school, and for a total value not to exceed twenty thousand dollars and not to exceed a contract term of two years.
(d) Associate provosts shall be authorized to review and execute contracts necessary for the continuing and successful operation of the division of academic affairs, including affiliation agreements with health care providers for the clinical placement of students, as directed by the provost, and for a total value not to exceed forty-nine thousand dollars and not to exceed a contract term of two years; or
(5) Retention. Original executed delegations must be filed with the senior vice president for finance and administration, or designee, prior to the effective date of such delegation.
(6) Revocation. Delegations may be revoked at any time by the assigning board, president, or vice president.
(7) Conflict of interest. In accordance with the ethics laws of the state of Ohio and as further provided for in rule 3342-6-23 of the Administrative Code, any university employee provided with a delegation of authority may not enter into any contract that involves the university employee, the employee's family, business associates, or any organization with which the employee is associated. In that event the university employee should immediately notify the delegating authority that a conflict of interest exists and withdraw from any participation in the transaction.
(a) Review required. Any university employee provided with a delegation of authority under this policy must also submit a conflict of interest disclosure form pursuant to rule 3342-6-23 of the Administrative Code to the Kent state university board of trustees, president of the university, or vice president at the time of request which shall be kept on file with the original delegation. The form is available from the division of finance and administration. It is the responsibility of the university employee submitting the conflict of interest disclosure form to amend the statements in the form and notify the university employee's supervisor if there is any material change in the information initially submitted.
(E) Contracting process.
(1) Responsibilities of initiating party. The university employee initiating the contract on behalf of the university is responsible for reading the contract entirely, negotiating its substantive terms, and determining the following:
(a) The contract language accurately reflects the current state of negotiations and is sufficiently clear and consistent;
(b) The contract meets programmatic and university strategic mission requirements;
(c) The contract is in the best interests of the university and the contract term is reasonable in duration;
(d) The obligations placed on the university in the contract are in compliance with current university procedures and policies; and
(e) The contract includes the appropriate substantive content to describe the obligations of both parties with reasonable specificity.
(2) If the contract falls under the purview of rule 3342-6-04.3 of the Administrative Code, the initiating university employee must follow the review process required therein prior to initiating any further review of the contract required by this rule.
(3) If the value of the contract exceeds the thresholds established by rule 3342-7-12 or falls under the purview of rule 3342-7-12.1 of the Administrative Code, the initiating university employee must follow the approval processes required therein prior to initiating any further review of the contract required by this rule.
(4) The initiating party is further responsible for the negotiation of all substantive items in the contract, and is solely responsible for the resulting terms and conditions contained therein. Once the substantive terms have been agreed to by the initiating university employee, the initiating university employee must then submit the contract for the mandatory reviews required as provided in this rule.
(5) Mandatory review by the office of the provost. The office of the provost must review any contract between the university (or any unit within the university) that outsources a part of or all of its education programs (i.e. degrees or certificates offered for academic credit) to a third-party entity. Review conducted under this paragraph must be concluded prior to review under paragraphs (E)(6), (E)(7), and (E)(8) of this rule.
(6) Mandatory review by the division of information technology. In accordance with rule 3342-9-03.1 of the Administrative Code, vendors who will receive, transfer, store, or otherwise have access to university data must be subject to review by the office of security and access management with regard to the university's data security policies and standards prior to submission to the office of general counsel.
(a) In accordance with rule 3342-4-16 of the Administrative Code, the division of information technology will also work with internal units to review the substantive requirements of the contract with regard to the university's electronic and information technology accessibility standards.
(7) Mandatory review by general counsel. All contracts prior to execution must be submitted to the office of the general counsel for review as to legal form and sufficiency. General counsel will return the contract to the initiating employee for further revision if necessary. Failure to provide the contract for counsel review could affect several statutory protections reserved for public officials employed by the university including, but not limited to, immunity and indemnification.
(8) Mandatory review by the division of finance and administration. After review by general counsel, the initiating university employee must provide such contract for review by the senior vice president for finance and administration, or his/her designee, if the contract obligates the university to pay funds of one hundred thousand dollars or more for the term of the contract pursuant to rule 3342-7-12 of the Administrative Code. Upon review, the division of finance and administration will return the contract to the initiating university employee for further revision if necessary.
(9) Contract execution. After all appropriate approvals have been received and documented and both parties are in mutual agreement to the terms, both parties must sign the contract before any action called for in the contract can occur. Once executed by the contracting authority, the contract must be fully executed (signed by both parties) with one copy to be provided to the contracting authority (if different from the initiating employee).
(10) Contract retention. The contracting authority is responsible for the retention of the contract, which may be kept in a readable and compliant electronic format. The contract must be kept on file for at least the term of the contract plus five years or as required by the university's record retention schedule, whichever is longer. The record retention schedule can be found on the office of general counsel's website at www.kent.edu/generalcounsel.
(11) Filing the final, fully executed contract. Once a contract is fully executed, it must be filed in a central contract management system managed by the division of finance and administration.
(F) Prohibitions. Failure to follow this policy or to ensure that the appropriate contracting authority is obtained during the execution of a contract and/or agreement may result in the temporary or permanent revocation of the contracting authority of the initiating party as provided for in under this rule. No contract signed by a person without contracting authority as delegated by the board or this policy shall be binding on the university. Under no circumstances may a delegation under this rule be provided to a temporary employee, part-time employee, student employee, independent contractor, or volunteer.
Last updated June 17, 2024 at 8:49 AM
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