General Contract Approval, Signature Authority, and Reporting

Scope

This policy addresses the authority of University of Wisconsin System (UW System) employees to enter into contracts that bind the Board of Regents of the University of Wisconsin System (Board) and clarifies responsibilities for implementing the Board’s procurement authority. It does not apply to:

Contracts that are subject to Regent Policy Document 13-2;
Contracts that are subject to Regent Policy Document 13-5;
Contracts that are subject to Regent Policy Document 20-21 (except for UW System Employee athletics employment Contracts);
Contracts that are subject to Regent Policy Document 20-27;
The authority of the Trust Officer and Assistant Trust Officers under Article III, section 6. of Board’s Bylaws.

Purpose

The purpose of this policy is to minimize the Board’s financial, legal, operational, and compliance-related risks associated with contracts. This policy identifies when Board approval of a contract is required; when, to whom and how contract signature authority may be delegated; and what contract reporting obligations apply. This Policy also clarifies the relevant authorities and responsibilities for implementing the Board’s procurement authority.

Definitions

Board Procurement Authority means the Board’s procurement authority under Wis. Stat s. 36.11(1)(b).
Contract is an agreement between the Board (or any of its subunits) and another person(s), as defined under Wis. Stat. s. 990.01(26), that creates mutual obligations. For the purposes of this policy, a document may constitute a contract regardless of what it is titled. In that regard, a contract includes, but is not limited to, grants, legal settlements, memorandums of understanding, certifications, releases, facility use agreements, sponsorship agreements, purchase orders, leases of personal property (not real property), royalty agreements, nondisclosure or confidentiality agreements, and clinical or fieldwork affiliation agreements.
DOA Procurement Authority means the procurement authority under Wis. Stats. ss. 16.70 et al. that the State of Wisconsin’s Department of Administration delegates to special designated agents and employees of both the Board and UW-Madison separately under Wis. Stats. s. 16.71(1).
Extramural Contract means a Contract pursuant to which a UW System Institution receives monetary or in-kind support, including gifts, gifts in kind, grants, sponsored/research contracts, and cooperative agreements, but does not include fee-for-service contracts.
In kind means any form of compensation or exchange that does not involve money, including but not limited to equity, goods, services, or equipment.
Private Entity means any entity as defined under Wis. Stat. s. 181.0103(12), excluding all governmental entities, subdivisions, agencies or instrumentalities (including but not limited to foreign, federal, state, local, and tribal governmental, government-created, and quasi-governmental entities), and also excluding nonprofit or nonstock corporations and organizations that are generally covered under section 501(c) of the Internal Revenue Code.
Total Contract Value means the total dollar amount the Board reasonably anticipates it will pay, receive, or assign, over the entire contract term, including all optional renewal periods described in a Contract. This amount also includes the fair market value of in kind compensation or exchange the Board will provide, receive, or assign.
UW System Employee means any individual who holds a faculty, academic staff, university staff, limited appointment, student employment, employee-in-training, temporary or project appointment with any UW System Institution.
UW System Institution means any of the following: UW-Eau Claire; UW-Green Bay; UW-La Crosse; UW-Madison; UW-Milwaukee; UW-Oshkosh; UW-Parkside; UW-Platteville; UW-River Falls; UW-Stevens Point; UW-Stout Polytechnic; UW-Superior; UW-Whitewater; any branch campuses/additional locations; and UW System Administration.

Policy Statement

The Board authorizes certain officers and UW System Employees to enter into Contracts on its behalf pursuant to specific written delegations and subject to certain limitations described below, and delegates Board Procurement Authority to the President.

A. Delegation of Contract Signature Authority

Subject to the limitations set forth in section B of this policy:

1. Delegation from the Board

The Board delegates to the Executive Director and Corporate Secretary of the Office of the Board of Regents and the UW System President the authority to sign Contracts on behalf of the Board. The Board also delegates to the President the authority to further define, implement, and maintain this policy, with the exception of DOA Procurement Authority (which rests exclusively with DOA).

2. Delegation from the UW System President

The Board further authorizes the UW System President to delegate their Contract signature authority to:

any chancellor of a UW System Institution; and
UW System Employees deemed to have the operational need and the requisite knowledge and judgment to fully understand the implications to the Board, the UW System, and UW System Institutions when exercising such delegated Contract signature authority.

3. Delegation from a Chancellor

Chancellors may further delegate their Contract signature authority to employees of their UW System Institution deemed to have the operational need and the requisite knowledge and judgment to fully understand the implications to the Board, the UW System and UW System Institutions when exercising such delegated Contract signature authority.

4. Delegation Requirements

Delegations of Contract signature authority under subsections 2. and 3. above:

Must be made in writing and maintained by the office of the delegator or their designee.
Must be reviewed annually to ensure that they are current, and that the delegee is the appropriate signature authority.
Should be generally limited to specific types or categories of Contracts.
May not be further delegated. For clarity, a UW System Employee supervised by a delegee may, at the delegee’s direction, affix the delegee’s electronic signature to a Contract.
Must notify the delegee if the delegation is for the purchase of goods or services that they are subject to the reporting requirements of s. UWS 8.06, Wis. Admin. Code, unless an exception under s. UWS 8.02(7)(a) or (b) applies.

B. Limitations on Delegation

Contract signature authority that is delegated above is subject to the following limitations:

1. Mandatory Board Approval

Contracts with Private Entities or UW System Employee athletics employment Contracts must be approved by the Board prior to signature if any one of the following conditions is met:

For Contracts with Private Entities the Total Contract Value exceeds:
1. $1,000,000 for all UW System Institutions other than UW–Madison.
2. $5,000,000 for UW System Administration.
3. $5,000,000 for UW–Madison.
4. $10,000,000 for UW-Madison if approved by the UW System President for a specific Contract.
For UW System Employee athletics employment Contracts, the total annual compensation exceeds:
1. $500,000 for all UW System Institutions other than UW–Madison.
2. $3,000,000 for UW–Madison.
An amendment to or an extension of an existing Contract with a Private entity or a UW System Employee athletics employment Contract causes the Total Contract Value or annual compensation to exceed the applicable threshold for the first time.
The Total Contract Value of an amendment to or an extension of an existing Contract with a Private Entity independently exceeds the applicable threshold.

2. Board Approval Not Required

Board approval is not required for Contracts that are entered into using DOA Procurement Authority, with the exception of section B.3. below.
Board approval is not required for Contracts that are not with Private Entities or UW System Employee athletic employment Contracts with the exception of section B.3. below.
Board approval is not required for UW System Employee athletics employment Contracts for amendments or extensions that solely extend the term of the UW System Employee athletics employment Contract by one year, with the exception of section B.3. below.
Board approval is not required for an amendment to or an extension of an existing Contract where the amendment or extension was previously approved by the Board (for example, when an approved Contract has automatic extension periods, or a previous Board resolution anticipated a future amendment).

3. Discretionary Review or Approval

If in the judgment of the UW System President, or the relevant chancellor, a Contract presents significant financial risk; poses a significant reputational risk; is likely be of significant public interest; or constitutes a significant and material change to the scope and terms previously approved by the Board, a Contract may be brought before the Board for review or approval prior to signature.

C. Delegation of Board Procurement Authority

The Board delegates to the President the authority to implement and maintain the Board’s Procurement Authority.

Extramural Contracts

A summary of Extramural Contracts will be reported annually by UW System Administration to the Business and Finance Committee of the Board of Regents.

Oversight, Roles, and Responsibilities

The Board delegates to UW System President the authority to develop policies to further define and implement this policy.

Related Regent Policy Documents and Applicable Laws

Regent Policy Document 13-2, Real Property Contracts: Signature Authority and Approval
Regent Policy Document 13-5, Capital Projects Solely Managed by the UW System: Approval and Signature Authority
Regent Policy Document 20-21, University Personnel Systems
Regent Policy Document 20-27; Selection Process for System President, Chancellors, Vice Chancellors and UW System Senior Leadership Positions
Regent Policy Document 25-4, Strategic Planning and Large or High-Risk Projects
Bylaws of the Board of Regents of the University of Wisconsin System, Art. III, Sec. 6.
Section 946.13, Wis. Stats., Private interest in public contract prohibited
Section 16.71(1), (1m) and (4), Wis. Stats., Purchasing; powers
Section 36.11(1)(b), Wis. Stats.

History: Res. 92, adopted 02/11/1972, created Regent Policy Document 72-2(a); Res. 965, adopted 03/07/1975, rescinded 72-2a and created Regent Policy Document 75-2; Res. 2791, adopted 04/08/1983, rescinded 75-2 and created Regent Policy Document 83-2; Res. 5945, adopted 11/08/1991, rescinded 83-2 and created Regent Policy Document 91-10; Res. 6042, adopted 03/06/1992, rescinded 91-10 and created Regent Policy Document 92-2; Res. 6314, adopted 02/05/1993, rescinded 92-2 and created Regent Policy Document 93-1; Res. 7548, adopted 09/05/1997, amended Regent Policy Document 93-1; Res. 7844, adopted 02/05/1999, amended Regent Policy Document 93-1; Res. 8074, adopted 02/11/2000, amended Regent Policy Document 93-1; Res. 8875, adopted 06/11/2004, amended Regent Policy Document 93-1, subsequently renumbered 13-3, Authorization to Sign Documents.

Res. 7308, adopted 10/11/1996, created Regent Policy Document 96-5; Res. 8876, adopted 06/10/2004, amended Regent Policy Document 96-5, subsequently renumbered 13-4, Delegation of Responsibilities to the Vice President for Finance.

Res. 10014, adopted 02/10/2012, repealed Regent Policy Documents 13-3 and 13-4, and amended and consolidated the contents under a renumbered Regent Policy Document 13-1. Res. 10604, adopted 12/11/2015, amended and renamed Regent Policy Document 13-1, “General Contract Approval, Signature Authority, and Reporting.” Res. 10706, adopted 06/10/2016, amended Regent Policy Document 13-1; Res. 11111, adopted 10/05/2018, amended Regent Policy Document 13-1. Technical correction made on 01/06/2020. Res. 11895, adopted 06/10/2022, amended Regent Policy Document 13-1. Technical correction made on 03/02/2023, as authorized by Res. 10835 (adopted 3/9/2017). Res. 12505, adopted 08/20/2026, amended Regent Policy Document 13-1.

Regent Policy Document 13-1