Current through all regulations passed and filed through September 16, 2024
(A) No contract,
agreement, promise, bank account, or other undertaking in the name of the
university of Cincinnati or purporting to be made for, or on behalf of any
college, school, department, division or other part of the university of
Cincinnati, shall be made by any of its officers, agents, or employees or by
any student, faculty, or alumni organization, enterprise, or association
whatever, unless the same shall have been first authorized by the board of
trustees of the university or in pursuance of authority conferred by the
university rules.
(B) Whenever the
board of trustees shall have authorized or ratified the making of any contract
or the execution of a written instrument of any kind involving a sum or sums in
excess of five million dollars, the chairperson or in his/her absence a vice
chairperson, and in his/her absence the chairperson of the finance and
administration committee, shall, without special authorization by the board,
execute and deliver such documents as may be necessary or proper for the
performance of the university's obligations thereunder. The signature of a vice
chairperson to any such writing shall, when attested and authenticated, as
provided in these bylaws, be conclusive as to the absence of the chairperson,
and the signature of the chairperson of the finance and administration
committee to any such writing shall, when attested and authenticated, as
provided in these bylaws, be conclusive as to the absence of the chairperson
and a vice chairperson. All instruments executed by the chairperson, vice
chairperson or chairperson of the finance and administration committee shall be
reported by the secretary at the next regular meeting of the board.
(C) Contracts involving the purchase or sale
of operating real estate must be approved by the board of trustees, regardless
of amount. Other contracts involving sums of one million nine hundred
ninety-six thousand five hundred dollars or less may be executed as
follows:
(D) All non-sponsored
contracts, purchase orders, and modifications thereof that require the
expenditure of funds by the university of amounts greater than five million
dollars shall require prior approval of the board of trustees, and shall be
executed by the chairperson, vice chairperson or chairperson of the finance and
administration committee as authorized in paragraph (B) of this rule, without
further approval, unless execution authority is specifically delegated to the
president.
(E) Contracts other than
those for the purchase or sale of operating real estate involving sums of five
million dollars or less may be executed as follows:
(1) Without board of trustees' approval, the
president or his/her delegate appointed pursuant to paragraph (F) of this rule
shall have the authority to:
(a) Approve all
budget transfers in undesignated general or auxiliary funds, and all additional
appropriations of undesignated general, auxiliary or plant funds in amounts of
four million five hundred dollars or less. The four million five hundred
thousand dollar limit may be increased to five million dollars with the verbal
or written consent of the chairperson of the finance and administration
committee or in his/her absence the vice chairperson of the finance and
administration committee, which consent when given by the vice chairperson of
the finance and administration committee shall, when attested, be conclusively
presumed to have been given in the absence of the chairperson of the finance
and administration committee. Under normal conditions written approval shall be
preferred. The president shall report all such approvals to the board for
information at its next regular meeting.
(b) Approve and execute
i. Contracts (including term contracts that
are the result of ordinary competitive bidding procedure), purchase orders and
modifications thereof that require the expenditure of funds by the university
of amounts not in excess of four million five hundred thousand dollars;
provided that the four million five hundred thousand dollar limit may be
increased to five million dollars with the verbal or written consent of the
chairperson of the finance and administration committee or in his/her absence
the vice chairperson of the finance and administration committee, which consent
when given by the vice chairperson of the finance and administration committee
and attested as provided in these bylaws shall be conclusively presumed to have
been given in the absence of the chairperson of the finance and administration
committee. Under normal conditions written approval is preferred.
ii. Grants, sponsored contracts and other
contracts that do not require the expenditure of funds by the university (other
than as an incident of performance of the contract), and modifications thereof,
in any amount.
The president shall report all such approved and executed
contracts, purchase orders, grants or modifications to the board for
information at its next regular meeting or at such intervals as the board of
trustees shall direct. Such report may be in summary form showing aggregated
information for multiple contracts.
(2) Contracting officer.
The general counsel of the university is the university's
contracting officer except as specifically provided for herein.
(a) Without board of trustees' approval the
contracting officer shall have the authority to execute
i Contracts, purchase orders, and
modifications and amendments thereto, on behalf of the university that require
the expenditure of funds by the university of one million dollars or less;
ii. Leases of real estate, and
modifications and amendments thereto, with the approval of the office managing
university investment real estate;
iii. Contracts for the sale of investment
real estate, and modifications and amendments thereto, together with such
deeds, certificates, instruments and other documents as may be necessary or
advisable to consummate such transactions and perform the obligations created
thereby, with the approval of the administrative investments
committee;
iv. Contracts relating
to the licensing, sale, assignment, transfer or other disposition of the
university's intellectual property rights in inventions, discoveries, patents,
and copyrights, with the approval of the chief
innovation officer or his/her delegate,
and in trademarks, with
the approval of the director of licensing; and
v. Consents, applications, approvals, releases,
affidavits, financing statements, certifications, waivers, powers of attorney
and other actions of the university as may be necessary in the conduct of the
ordinary course of the university's business, with the approval of the
president or the appropriate vice president.
The signature of the contracting officer on any of the
foregoing documents shall be conclusive evidence of the authority of the
contracting officer to execute the same by and on behalf of the board of
trustees.
(b) The
contracting officer may appoint other officers or employees of the university
to serve as assistant contracting officers to whom the contracting officer may
delegate some or all of the authority of the contracting officer to execute
instruments. The signature of a duly appointed assistant contracting officer on
any instrument described in sub paragraph (E)(2)(a) of this rule within the
term of such appointment and scope of such delegation shall be conclusive
evidence of the authority of the assistant contracting officer to execute the
same by and on behalf of the board of trustees.
(c) The contracting officer may appoint
attorneys or other agents to attend the closing of real estate transactions and
to execute closing documents on behalf of the board of trustees, to act on
behalf of the university in prosecuting patent, copyright and other
applications, to act on behalf of the university in clearing shipments through
customs, and to act on behalf of the university in performing other
representative functions; and the signature of any such duly appointed attorney
or agent shall be conclusive evidence of his or her authority to execute the
same on behalf of the board of trustees. All such appointments shall be in
writing and shall be limited in scope and time to the particular
transaction.
(3) Without
special authorization of the board, the secretary of the board shall have
authority to amend this rule every three years, on July first, to reflect a ten
per cent increase in the signing authority granted in the foregoing paragraphs
of this rule.
(4) Vice president
for finance.
Without board of trustees' approval, the vice president for
finance shall have authority to execute contracts and change orders for
construction projects within the limit of funds appropriated by the board for
each project. Contracts and change orders executed by the vice president for
finance shall be filed immediately with the contracting officer and/or the
office of the board of trustees, as appropriate.
(5) The senior vice president for
administration and finance
The senior vice president for administration and finance shall
have the same authority to execute instruments as that granted to the
contracting officer by paragraph (E) (2) of this rule.
(F) All delegations of contracting
authority whether by the president pursuant to paragraph (E) (1) of this rule
or by the contracting officer pursuant to paragraph (E) (2) of this rule shall
be in writing, shall identify the delegate by name, title and/or position of
employment, shall describe the scope of the authority provided by the
delegation, shall bear the signature of the president or contracting officer,
and shall expire on the earlier of:
(a) the
date of expiration contained in the written delegation,
(b) the date of death or separation from
employment with the university of the president or contracting officer making
the delegation,
(c) the date of
death or separation from employment with the university of the delegate;
(d) the date written notice of
revocation of the delegation signed by the president or contracting officer is
delivered to the delegate, or
(e)
the date that is three years from the date of the delegation. The president and
the contracting officer shall provide copies of all such delegations to the
board of trustees at the next regular meeting of the board following any such
the delegation. No person receiving a delegation of authority from the
president or the contracting officer may further assign or delegate to any
other person all or any part of the delegated authority. No delegation of
authority by the president or the contracting officer shall exceed the limits
established herein.
(G)
Electronic Signatures
(1) Definitions
(a) Authenticity - the assurance that an
electronic signature is that of the person purporting to sign a record or
otherwise conducting an electronic transaction.
(b) Electronic signature - an electronic
sound, symbol, or process attached to or logically associated with a record and
executed or adopted by a person with the intent to sign the record.
(c) Electronic transactions - the exchange of
an electronic record and electronic signature between the university and a
person to:
i. Consent to release
information;
ii. Purchase, sell or
lease goods, services or construction;
iii Transfer funds;
iv. Facilitate the submission of an
electronic record with an electronic signature required or accepted by the
university; or
v. Create records
formally issued under a signature and upon which the university or any other
person will reasonably rely including but not limited to formal communication,
letters, notices, directives, policies, guidelines and any other
record.
(d) Integrity -
the assurance that the electronic record is not modified from what the
signatory adopted.
(e)
Non-repudiation - proof that the signatory adopted or assented to the
electronic record or electronic transaction.
(2) Electronic Transactions
(a) This section (G) does not grant
contracting authority to any individual or expand authority already
granted.
(b) The university shall
enact policies governing the use of electronic signatures. Electronic
signatures shall only be used in accordance with university policy.
(c) An electronic signature may be accepted
in all situations where the requirement of a signature or approval is stated or
implied. An electronic transaction entered into pursuant to this Rule and
policies promulgated hereunder shall be presumed to be valid, and may not be
denied legal effect or enforceability solely because it is in electronic
form.
(d) The university may, at
its discretion, elect to opt out of conducting electronic transactions with any
party or in any transaction, for any reason or no reason.
(3) The method of applying electronic
signatures shall require a separate and distinct action for each signature. The
action may include a series of keystrokes, a mouse click, or other similar
action.
(4) The university shall
establish procedures to provide authentication, non-repudiation and integrity
to the extent reasonable for each electronic transaction.
(5) Records of electronic transactions shall
be maintained in accordance with the university record retention schedule for
the type of transaction at issue.
