IS-2538 Signature Authority and Approval

Introduction

This procedure provides guidelines for the appropriate delegation of signature authority and approval for all Central New Mexico Community College (CNM) legal agreements, contracts or other written instruments (Agreements). The proper authority for execution of all Agreements is mandatory to minimize financial, legal, operational, and compliance-related risks for the benefit of the institution. This procedure also outlines the College's recommended contract and grants language for key provisions of legal agreements. 

1. Scope and Exclusions

1.1 This procedure applies to all College employees including full-time or part-time staff, faculty, administrative officers and student employees. Independent contractors and consultants do not have the authority to bind the institution. An employee who signs an Agreement that is not authorized to sign may be subject to disciplinary action. 

1.2 The signature authority and approval levels in this procedure identify minimum review and approval processes, but in no way relieve any academic or administrative department from ensuring that any unusual or unique Agreements are properly reviewed and authorized by appropriate levels of CNM administration. 

1.3 Agreements come in various formats such as Joint Power Agreements (JPAs), Memorandum of Understanding (MOU), Memorandum of Agreement (MOA), and procurement contracts, etc. Signature authority and approval levels apply to the total amount for all years included in the Agreement, rather than the amount for an individual period or year. For example, a five-year $100,000 per year Agreement is a $500,000 Agreement for purposes of the approval authority noted. 

2. Conflict of Interest

It is the responsibility of all CNM employees to ensure that the College does not knowingly enter into contracts or agreements that present impermissible conflicts of interest. Employees must exercise their authority in a manner consistent with applicable conflict of interest policies.  

3. Signature Authority and Delegation

3.1 The College has a coordinated system of signature authority. The Governing Board has delegated general signature authority to the President, who has delegated portions of that authority as detailed in the matrix below. Although under limited circumstances these positions may further delegate that authority in writing or electronically, delegations require approval by the President and should be used only when necessary and not defeat the intent of this procedure. 

Individuals with signature authority are responsible for completing a detailed review prior to signing. In cases of unusual complexity, the Vice President of Finance & Operations or designee shall direct a review to CNM General Counsel. Following review by CNM General Counsel, external counsel may be contacted for additional review.  

3.2 The following table provides signature authority guidance for common Agreements. 

Category	Authorized Signature	Comments
Academic Matters
1. Academic Articulation & Transfer Agreements	VPEL or DES	-
2. Academic Clinical Agreements	COM and DEAN	-
3. Non-Mandatory Program Agreements	VPEL	-
Personnel Matters
4. Collective Bargaining Agreements	PRES, LRO or GC, UREP and GBD	-
5. Contracts for Employment	PRES	-
6. Offer Letters	HR or PRES	-
7. Tax Documents (Benefits Related)	CHRO or DES	-
Finance, Budget, and Inventory Matters
8. Bank Checks (Second signature required on all check amounts of $50,000 or more)	GBD or VPFO  Second signature: COM or DES	-
9. Wire or ACH Transfer of Bank Funds (Second signature required on wire transfer amounts of $50,000 or more)	GBD or COM  Second signature: DES	-
10. Investments (day-to-day)	Intermediate and Long-Term Investment Activity: VPFO. Short Term Investment Activity: COM or DES	-
11. Tax Documents (non-benefits)	VPFO, AVP, COM or DES	-
12. Budget Requests, Adjustments and Some Reports (i.e. Operating Budget, Capital Outlay Plan, Mill Levy)	GBD, VPFO, COM or DES	Submitted to NM Higher Education Department (HED)
13. Debt Instruments	GBD or DES	-
14. Tuition and Fee Rates	GBD	-
15. Inventory and Disposition of CNM Property	GBD	See Governing Board Guide Section 4.2.3
Administrative, Legal and Planning Matters
16. Proposal to Issue Bonds	VPFO or DES and GBD	HED approval is required
17. New or Revised College Policy	GBD	-
18. Emergency Operations Plan	EXEC	-
19. Reorganizations	SLT	Includes department name changes
20. Master Plans and Capital Projects	GBD	Governing Board Guide & Policy Manual 4.2.3
21. Naming of College Facilities	GBD	Governing Board Guide & Policy Manual 8.6 Naming of College Facilities.
22. Use of CNM logos	MCO	-
23. Settlement Agreements	PRES, GC or DES	-
Contracts and Agreements
24. Procurement Contracts under $60,000 including issuance of Purchase Orders	BUY, SBUY, CPO or DES	-
25. Procurement Contracts greater than $60,000 but less than $100,000	CPO or DES	-
26. Procurement Contracts greater than $100,000	CPO or DES	-
27. Purchase Requests greater than $100,000	VPFO, AVP or DES	-
28. Agreements, MOU’s and MOA’s	PRES, VP’s, COM or DES	Revenue generating or expense incurring agreements less than $100k go to COM and agreements $100k + go to VPFO
29. Intergovernmental Agreements	PRES, VPFO, VPEL or DES	-
30. Advertising or Sponsorship Agreements	PRES, MCO or DES	-
31. Real Estate Transactions	VPFO or DES	Real property purchase
32. Rental Agreements (CNM as Lessor or Lessee) Residential or Commercial property rental – housing.	CEO or DES	-
33. Joint Use Agreements	PRES or DES	Ex. JUA’s with other public entities such as RRPS
34. CNM Facility License/Rental Agreements (including film industry)	CEO or DES	Short term events
35. Lease Agreements (Ingenuity)	CEO or DES	Leases may be subject to NM State Board of Finance Approval if over 5 years or $25,000/yr. revenue.
36. Contract/Grant Proposals	GRANT	Must have President/VP approval of Grant Impact Form
37. Contract & Grant Awards	COM, or if required,   CNM - PRES  Ingenuity – CEO  Foundation - EXF	-
38. Non-Procurement Financial Contracts/Agreements	VPFO/COM or DES	Bank account applications
39. Letter of Support and/or Commitment	PRES or DES	-
40. Data Sharing Agreements	PRES, CDO or DES	-
41. MOA with Related 501c3  (Ingenuity, CNM, Holdings, Foundation etc.)	GBD and BOD	-
42. Non-Disclosure Agreement (NDA)	PRES, CIO or CISO	-

Key

• AVP = Associate Vice President of Finance & Operations 
• BOD = Board of Directors for 501c3 
• BUY = Buyer 
• CDO = Chief Data Officer 
• CEO = Chief Executive Officer, Ingenuity 
• CHRO = Chief Human Resources Officer 
• CIO = Chief Information Officer 
• CISO = Chief Information Security Officer  
• COM = Comptroller 
• CPO = Chief Procurement Officer 
• DES = Designee 
• EXEC = Strategic Executive Leadership Team 
• EXF = Executive Director of the Foundation 
• GBD = CNM Governing Board in committee structure or as full Board 
• GC = General Counsel 
• GRANT = Executive Director Grant Mgmt & Proposals 
• HR = Human Resources 
• LRO = Senior Labor Relations Officer/Chief Negotiator 
• MCO = Marketing and Communications Office 
• PRES = CNM President 
• SBUY = Senior Buyer 
• SLT – Senior Leadership Team 
• UREP = Union President or Representative 
• VPEL = Vice President, Education & Learning 
• VPEMSS = Vice President, Enrollment Management & Student Services 
• VPFO = Vice President, Finance & Operations 
• VPWCS = Vice President, Workforce and Community Success 

4. Language Recommendations for Key Provisions

4.1 Indemnification 

CNM is a public educational institution created by the New Mexico Legislature. As a state entity, it is prohibited by law from creating certain liabilities through indemnification clauses as explained in (a), (b) and (c) below. 

1. First, Section 23-1-5 NMSA 1978 prohibits CNM, as an entity empowered to direct and spend public money, from contracting any debt, liability or expense that might exceed authorized expenditures. Indemnification and hold-harmless clauses create potentially unlimited contractual liability and expense and thus are prohibited by Section 23-1-5 NMSA 1978. 
2. Second, the Anti-Donation Clause of the New Mexico Constitution, Article IX, Section 14, prohibits CNM from pledging or lending its credit, directly or indirectly. Indemnification clauses are widely interpreted as such improper pledges of credit. A 1997 Attorney General Opinion expressly provides that the Anti-Donation Clause applies to educational institutions like the College. Op. N.M. Att'y Gen. 1997-02. 
3. Third, according to an Attorney General opinion issued in 2000, the New Mexico Tort Claims Act (the "Act") prohibits contractual indemnification provisions. Under the Act, governmental entities can be liable only within the specific limitations of the Act. In other words, the Act limits the potential tort liability of CNM to that expressly waived by the Act. Thus, a governmental entity cannot waive its sovereign immunity, assume tort liability for third parties, or otherwise expand its potential tort liability beyond what the Legislature has permitted. The Attorney General's opinion on this matter states that an indemnification clause with a private entity is impermissible because it requires the public body to assume tort liability outside that allowed under the Act. Op. N.M. Att'y Gen. 2000-04. 

4.2 Liability - Recommended Language 

“As between the parties, each party acknowledges that it will be responsible for claims or damages arising from personal injury or damage to persons or property to the extent they result from its negligence. The liability of Central New Mexico Community College will be subject in all cases to the immunities and limitations of the New Mexico Tort Claims Act, Section 41-4-1 et seq. NMSA 1978, as amended.” 

4.3 Termination Clause – Recommended Language 

Either entity may terminate this Agreement at any time by giving at least thirty (30) days’ notice [or number of days, as appropriate for specific agreement] in writing to the other party. 

4.4 Appropriations Clause – Recommended Language 

The terms of this [Agreement] are contingent upon sufficient appropriations and authorization being made by the legislature of the State of New Mexico or by CNM’s Governing Board for the performance of this Agreement. If sufficient appropriations and authorization are not made, this [Agreement] shall terminate immediately upon written notice being given by CNM to [Name of Party]. CNM's decision as to whether sufficient authorizations or appropriations are available shall be accepted as final. 

5. Mandatory Contract Review

5.1 Prior to signing an Agreement, the Agreement must be sent to the Legal Division via e-mail to [email protected] for review. After review by the Legal Division, a unique number will be assigned to the Agreement. 

5.2 The unique number assigned to the Agreement must be included in the lower right corner of the final, fully executed contract or agreement. 

6. Record Retention

A copy of the signed Agreement shall be kept on file using CNM’s official records management system, OnBase. Departments may also keep an electronic copy for reference. The Legal Division will work with Records Management to ensure the Agreement is kept on file in accordance with the State of New Mexico’s Records Retention guidelines. 

Forms

N/A

Support Materials

N/A

Reference Materials

• Employee Handbook 10.02, Examination/Release of College Records
• IS-2026, Conflict of Interest