Governing Documents: University Community
POLICY:
SIGNING OF AGREEMENTS
Effective Date:
March 16, 2010
Revised Date:
Review Date:
March 16, 2020
Approving Body:
Board of Governors
Authority:
Implementation:
President; Delegated to Vice-President (Administration)
Contact:
General Counsel
Applies to:
All Employees


1.0 Reason for Policy

To set out the extent to which authority to sign agreements naming or otherwise binding The University of Manitoba (the "University") is delegated by the Board of Governors of the University (the "Board") to employees of the University.


2.0 Policy Statement

Under The University of Manitoba Act (the "Act"), Section 20, all transfers, deeds, mortgages, and other instruments and documents to which the University is a party are deemed to be properly executed by the University if the corporate seal is affixed to the document, and if the documents have been signed by the Chairman or Vice-Chairman of the Board, and the Comptroller, or such other persons as the Board may by resolution or by by-law appoint for that purpose.

This Policy delegates signing authority to certain employees of the University on the terms hereinafter set out.


2.1 Scope of Policy

This Policy shall not apply to the signing of the certificates and academic documents mentioned in the University Policy entitled "Use of Academic Seal", nor shall it apply to the authority to sign on financial accounts.

2.2 Definitions

2.2.1 Agreement - means any arrangement, contract, letter of intent, memorandum of understanding, memorandum of agreement or any other type of agreement by any name, whether written, electronic or oral, naming or otherwise binding the University, and detailing the rights and/or duties of the University.

2.2.2 Non-Standard Agreements - means any Agreements which are not Standard Agreements.

2.2.3 Sign or Signing – means any act whereby a Signing Officer binds the University into an Agreement, and includes the following:

(a) affixes his/her signature to an original paper document;
(b) affixes his/her electronic signature or uses any other method of acceptance of an electronic document permitted under The Electronic Commerce and Information Act (Manitoba) (where permitted under the terms of the Agreement);
(c) authorizes the issuing of a Request for Proposals;
(d) use of a University Purchasing Card or Credit Card;
(e) requests or requisitions a Purchase Order to be issued or paid, therefore accepting the terms and conditions set out on the Purchase Order, or referenced therein; and
(f) requests or requisitions for purchase and/or payment to be made under the University's Low Dollar Purchase/Payment Program.

2.2.4 Signing Officer - means an employee of the University described by title under the Procedures.

2.2.5 Standard Agreements - means Agreements approved by the Office of Legal Counsel, and marked as standard agreements. Standard Agreements will typically be posted on the website of the Office of Legal Counsel under the heading "Standard Agreements".

2.3 Signing Authority of President, Vice-President (Administration), and Vice-President (Research)

2.3.1 Subject to Section 2.7.1, the President and Vice-President (Administration) have the authority to sign all Agreements including Standard Agreements and Non-Standard Agreements.

2.3.2 Subject to Section 2.7.1, the President and Vice-President (Research) have the authority to sign all Research Agreements (as defined in the University Policy entitled "Research Agreements"), whether a Standard or Non-Standard Agreement.

2.3.3 Nothing in this Section relieves the Signing Officer of the requirements of Section 2.5, including the obligation to have Non-Standard Agreements undergo a legal review.

2.4 Signing of Very Low-Risk Agreements

2.4.1 Electronic documents for software licenses particular to an individual employee or an individual computer may be signed by the user in accordance with The Electronic Commerce and Information Act (Manitoba). Electronic documents for software licenses with multiple users must be signed by a Signing Officer in accordance with this Policy.

2.4.2 The holder of a University Purchasing Card or Credit Card may use such card in accordance with the Purchasing Policy and Procedures.

2.5 Legal Review

2.5.1 The Office of Legal Counsel must review and approve any Agreement that falls under Section 2.7 before signing.

2.5.2 Subject to Sections 2.6.5 and 2.7, Standard Agreements do not require legal review before signing.

2.5.3 Subject to Section 2.5.6, the Office of Legal Counsel must review and approve any Non-Standard Agreements (including Research Agreements) before signing.

2.5.4 If the Office of Legal Counsel does not approve an Agreement it has reviewed, the Agreement may only be signed with the consent of the President or the Vice-President (Administration), or the Board of Governors.

2.5.5 Even if a review is not required by this Policy, a Signing Officer may refer an Agreement to the Office of Legal Counsel for review in order to obtain advice and guidance.

2.5.6 Notwithstanding the remainder of this Section, the Procedures may identify certain Agreements which, although Non-Standard, may be signed without review by the Office of Legal Counsel.

2.6 Signing of Standard Agreements and Non-Standard Agreements by Signing Officers

2.6.1 Subject to Sections 2.6.5 and 2.7 and the restrictions set out in Schedule "A" to the Procedures, Standard Agreements may be signed by a Signing Officer.

2.6.2 Subject to Sections 2.5.4, 2.5.6, 2.6.5 and 2.7 and the restrictions set out in Schedule “A” to the Procedures, Non-Standard Agreements may be signed by a Signing Officer, only after review and approval by the Office of Legal Counsel.

2.6.3 Before Signing a Standard Agreement or Non-Standard Agreement, the Signing Officer must be satisfied as to the following matters:

(a) that the University is able to meet its obligations under the Agreement and that the other party(ies) is/are also reasonably likely to meet their obligations;
(b) that the Agreement complies with legislation, applicable collective agreements, and University Policies and Procedures;
(c) that the Agreement does not conflict with any existing contractual obligations;
(d) that all approvals required by University Policies or Procedures have been obtained, including approval by the Board of Governors and/or Senate if required;
(e) that benefits to, or liabilities of, the University as a result of the Agreement have been considered and are reasonable;
(f) that the risks and liabilities arising from the Agreement have been mitigated to a reasonable degree;
(g) where required by this Policy, that a legal review has been obtained and that the legal issues have been resolved in a manner acceptable to the Office of Legal Counsel; and
(h) that, where the Agreement is a Standard Agreement, it has been completed only by the addition of the specific information requested in the document, and not by the addition or exclusion of any other information whatsoever.

2.6.4 Signing Officers shall ensure that, immediately after execution, an executed copy of the Agreement, together with any schedules and appendices attached thereto, is forwarded to the Office of Legal Counsel, for cataloging and placement in the University's central agreements vault. Where an Agreement is executed with original signatures, the Office of Legal Counsel must receive the original executed copy. The following exceptions apply:

(a) Agreements related to employment will be forwarded to Human Resources;
(b) Agreements contemplated by Section 2.4;
(c) Agreements made on the University's Standard Purchase Order Terms and Conditions or under the Low Dollar Purchase/Payment Program; and
(d) Other Agreements identified on the website of the Office of Legal Counsel.

2.6.5 Notwithstanding Section 2.5 and regardless of monetary value (if any) of the arrangement contemplated therein, where a Signing Officer, acting reasonably, determines that an arrangement under a Standard Agreement or Non-Standard Agreements meets one or more of the following criteria:

(a) the Agreement is of particular importance; or
(b) the Agreement presents an unusually high risk; or
(c) the Agreement could bring the University under public scrutiny; or
(d) the Agreement could affect the reputation of the University or involve controversial matters;

then such an Agreement shall be reviewed by the Office of Legal Counsel and referred for signing to the President or Vice-President (Administration), or in the case of Research Agreements, to the President or Vice-President (Research).

2.6.6 The President or Vice-President (Administration) have the power to restrict, in writing, the signing authority of any Signing Officer, at any time and without cause.

2.6.7 Each Signing Officer shall act in good faith and in the best interests of the University and shall not sign any Standard Agreements or Non-Standard Agreements where by doing so that Signing Officer is placed in a conflict of interest or gives the appearance of being so, unless that conflict has been addressed in writing and in accordance with the University's Policies and Procedures on conflict of interest.

2.6.8 Each Signing Officer shall be responsible for ensuring that all of the requirements of this section have been met prior to the signing of Standard Agreements and/or Non-Standard Agreements. Adhering to this policy does not relieve the Signing Officer of his/her responsibility to comply with other relevant policies, including the Purchasing Policy and Procedures.

2.7 Signing Requiring Prior Approval of, or Subsequent Report to, the Board

2.7.1 Signing Requiring Prior Approval of the Board:

(a) documents relating to the purchase, sale, mortgaging or development of land;
(b) leases of land where the University is lessor;
(c) contracts for the construction of, or the retention of a project manager for, building projects in cases where the contract price is in excess of $1,000,000;
(d) agreements for the rental, hiring or purchase of personal property in cases where the aggregate rentals, hire payments or purchase prices exceeds $1,000,000;
(e) collective bargaining agreements;
(f) bonds, debentures or other securities issued by the University for or in connection with the borrowing of money;
(g) guarantees by the University of loans or obligations;
(h) agreements to which any Signing Officer is a party, or which any of such persons may have a personal interest;
(i) settlement agreements releasing any claim of, or obligation to, the University where the amount payable by the University exceeds $100,000 or the amount to be received by the University exceeds $250,000; and
(j) agreements authorized by clauses (j), (n), (o) and (p) of Section 4 of the Act (http://web2.gov.mb.ca/laws/statutes/ccsm/u060e.php ).

2.7.2 Signing Requiring Subsequent Report to the Board:

(a) contracts for the construction of, or the retention of a project manager for, building projects in cases where the contract price is in excess of $500,000 but not in excess of $1,000,000;
(b) agreements for the rental, hiring or purchase of personal property in cases where the aggregate rentals, hire payments or purchase price exceeds $500,000, but does not exceed $1,000,000;
(c) leases of mineral rights owned by the University; and
(d) leases of land where the University is lessee.

2.7.3 Any Agreements that fall under Section 2.7 must be signed by the President or Vice-President (Administration).

2.8 Signing by Legal Counsel

With the exception of insured claims, the University's General Counsel, or external Legal Counsel acting on the instructions of the University's General Counsel may, subject to Section 2.7, sign an agreement settling a civil lawsuit, complaint, criminal or administrative charges, or other claim by or against the University, whether or not the claim was filed or in writing.

2.9 Exercise of Board Signing Authority

Notwithstanding the delegation of signing authority in this Policy, the Board, through the Chair, or in the absence of the Chair, the Vice-Chair, retains the authority to sign any and all Agreements including Standard Agreements and Non-Standard Agreements on behalf of the University.

2.10 No Further Delegation of Signing Authority

A Signing Officer may not delegate his/her signing authority, except to a senior administrator (such as an Associate Vice-President, Associate Dean, or Associate Director, as appropriate) who is operating in an "acting" capacity in the absence of the Signing Officer.

2.11 No Further Ability to Bind the University

Except as specifically noted herein, no other individual or entity is entitled to Sign Agreements whatsoever.


3.0 Accountability

3.1 The University Secretary is responsible for advising the President that a formal review of the Policy and Secondary Documents are required.


4.0 Secondary Documents

4.1 The Vice-President (Administration) or the President may approve Procedures which are secondary to and comply with this Policy.


5.0 Review

5.1 Formal Policy reviews will be conducted every ten (10) years. The next scheduled review date for this Policy is March 16, 2020.

5.2 In the interim, this Policy may be revised or rescinded if the Board deems necessary.

5.3 If this Policy is revised or rescinded, all Secondary Documents will be reviewed as soon as reasonably possible in order to ensure that they:

(a) comply with the revised Policy; or
(b) are in turn rescinded.

 

6.0 Effect on Previous Statements

6.1 This Policy supersedes the following:

(a) all previous Board/Senate Policies, Procedures, and resolutions on the subject matter contained herein; and
(b) all previous Administration Policies, Procedures, and directives on the subject matter contained herein;


7.0 Cross References

See Schedule "A" in Procedures


Clauses (j), (n), (o) and (p) of Section 4 of the Act:

(j) with the approval of the Lieutenant Governor in Council, enter into any arrangement with any governmental authority in Canada with respect to affording assistance to any college or university outside Canada by means of supplying academic staff, supervising staff, or otherwise, subject only to the arrangement providing for indemnification by such authority of any financial outlay made by the university pursuant to such arrangement;

(n) affiliate with the university any college established in the province for the promotion of arts or science, or for instruction in law, medicine, engineering, agriculture, or in any other useful branch of learning, and dissolve any such affiliation;

(o) enter into agreements with any incorporated society or association in the province for the establishment and maintenance of a joint system of instruction;

(p) enter into agreements with any incorporated society or association in the province that has power to prescribe examinations for admission to, or registration upon the roll of, the society or association, conduct the examinations, report the results thereof, prescribe courses of study therefor, and conduct classes of instruction in connection therewith;