Manual f Administrative Plicies and Prcedures POLICY 1.49 Cntract Management and Signing Authrity Plicy Categry: General Related Prcedures: Prcedures fr Negtiating, Apprving and Signing University Cntracts Effective Date: June 24, 2010 Supersedes: (NEW) PURPOSE The purpses f this plicy are t: define the respnsibilities f individuals wh negtiate, apprve, r sign cntracts n behalf f the University; and specify wh may sign cntracts n behalf f the University. DEFINITION Cntract: Any agreement, cntract, subcntract, letter f intent, memrandum f understanding, memrandum f agreement, lease, license, dnr agreement, deed, grant, certificate, instrument, assignment, r any ther dcument which creates an bligatin r which may be binding upn the University. POLICY 1. N persn is authrized t sign a cntract n behalf f the University unless: (a) The transactin has been reviewed and apprved in accrdance with this Plicy r ther applicable Bard f Gvernrs by-law, reslutin r plicy; and (b) He r she has signing authrity under this Plicy r ther applicable Bard f Gvernrs bylaw, reslutin r plicy. 2. All persns wh negtiate, apprve, r sign cntracts n behalf f the University must cmply with prcedures issued by the President relating t the negtiatin and executin f University cntracts. 3. The President is authrized t execute any cntract n behalf f the University except in the fllwing circumstances: (a) Where the President s authrity t deal with the subject matter f the cntract is limited by anther Bard by-law, reslutin r plicy; r (b) Where the authrity t execute the cntract has been specifically delegated in anther Bard by-law, reslutin r plicy.
POLICY 1.49 Cntract Management and Signing Authrity 4. The President may delegate this signing authrity t ther University emplyees but shall remain accuntable t the Bard f Gvernrs fr all cntracts executed by such delegates. The nature and scpe f the delegatin frm the President, including apprval requirements, shall be set ut in prcedures issued by the President (see Appendix 1). 5. The President and Vice-Presidents may delegate signing authrity given t them under any Bard by-law, reslutin r plicy fr the duratin f any absences frm the University. 6. It is the respnsibility f the President and Vice-Presidents t bring t the attentin f the Bard f Gvernrs r apprpriate Bard cmmittee any prpsed cntract which in their judgment presents an unusually high level f risk t the University, invlves precedent setting issues r the nature f which might reasnably be seen t have an effect n the University beynd its nrmal business peratins. 7. Frm time t time the Bard f Gvernrs may authrize ther individuals t sign specific cntracts r types f cntracts. 8. Any questin regarding the apprpriate signatries fr a cntract shuld be referred t the Secretary f the Bard f Gvernrs. The Secretary has the authrity t determine the apprpriate signatries, cnsulting the University s Legal Cunsel as needed. APPENDIX 1: Prcedures fr Negtiating, Apprving and Signing University Cntracts APPENDIX A: Signing Authrity Register Sample Delegatin f Authrity Frm Page 2
POLICY 1.49 Cntract Management and Signing Authrity APPENDIX 1 Prcedures fr Negtiating, Apprving and Signing University Cntracts The President has issued these Prcedures pursuant t the Bard f Gvernrs Cntract Management and Signing Authrity Plicy 1.49. The Signing Authrity Register attached as Appendix A sets ut the apprval and signing authrities fr varius types f cntracts. These Prcedures apply t cntracts between tw r mre parties, ne f which is the University r any f its units. The cntracts may relate t any aspect f University administratin, peratins, academic undertakings, and research. Cntracts may be called agreements, letters f understanding, memranda f agreement, etc. Examples f cntracts include: purchase agreements, dnr agreements, technical/prfessinal service agreements with private industry r gvernment agencies, leases, deeds, legal settlements, liability waivers, indemnificatin agreements, license agreements, student exchange agreements, student placement agreements, internship r training agreements, articulatin agreements, research agreements, internatinal research cllabratin agreements, and memranda f understanding r cperatin with ther institutins r gvernments. NEGOTIATING AND SIGNING CONTRACTS Emplyees wh are authrized t enter int cntract negtiatins with individuals r institutins external t the University, apprve cntracts n behalf f the University, r sign cntracts n behalf f the University, must exercise their authrity in a prudent manner. While the degree f care that must be exercised in each instance will vary depending n the type and value f the cntract, all emplyees invlved in negtiating r signing cntracts must review and cmply with the fllwing requirements. 1. NEGOTIATING CONTRACTS Everyne wh undertakes cntract negtiatins n behalf f the University must: review relevant University plicies t determine if apprvals are required frm the Senate, Bard f Gvernrs, a cmmittee, r an fficer f the University befre negtiatins can cmmence ensure that they have the requisite authrity t enter int cntract negtiatins assess the likely impact f the transactin n ther units f the University and ensure that apprpriate cnsultatin takes place with any units which may be affected by the cntract ensure that University prcedures have been fllwed fr the allcatin f funds fr the cntract determine whether there are financial issues that shuld be reviewed by Financial Services (egs. methd f payment, tax cnsequences, methd f acquisitin) take int cnsideratin the reputatin and financial viability f the ther party determine whether legal supprt r advice is required and btain such supprt as early as pssible in the negtiatin prcess Page 3
POLICY 1.49 Cntract Management and Signing Authrity review the prpsed terms and satisfy themselves that: they are sufficiently clear and accurately reflect the current state f negtiatins they meet the University s prgram r peratinal requirements they meet any cnditins stipulated by the University authrity that had apprved the initiatin f negtiatins they cmply with all applicable legislatin, regulatry requirements, and University plicies the University maintains the required insurance cverage and the ther party has prvided acceptable prf f cverage the University can cmply with its bligatins the ther party will be able t meet its bligatins the cntract is in the best interests f the University bring t the attentin f the apprpriate Vice-President any prpsed cntract which is f sufficient imprtance because f its subject matter r specific prvisins ensure that the ther party is made aware that the cntract is nt cnsidered final and binding until it has been apprved and signed in accrdance with University plicies. Once negtiatins are cmpleted, any necessary apprvals must be btained. Even if there is n frmal apprval requirement, it is recmmended that the prpsed cntract be reviewed by anther emplyee(s) with apprpriate expertise wh can bring a fresh set f eyes t the dcument. The cntract shuld then be frwarded t the apprpriate individual(s) fr signature. Ordinarily, there shuld be ne cpy cntaining riginal signatures fr each party t the agreement. The University s cpy cntaining riginal signatures shuld be frwarded t the strage site designated in the Signing Authrity Register. 2. APPROVING CONTRACTS Everyne wh is required t apprve a cntract prir t signature must satisfy him r herself that the requirements set ut abve under Negtiating Cntracts have been met. Apprval f a cntract indicates that: the individual is satisfied that all necessary steps have been taken t ensure that the frm and cntent f the cntract are satisfactry, and he r she recmmends that the cntract be signed by the University. 3. SIGNING CONTRACTS Everyne wh is authrized t sign cntracts n behalf f the University must satisfy him r herself that the requirements set ut abve under Negtiating Cntracts have been met and that all required reviews and apprvals have been btained. CONFLICT OF INTEREST Everyne invlved in negtiating, apprving, r signing cntracts n behalf f the University must disclse a cnflict f interest r ptential cnflict f interest t the apprpriate University fficers. See als http://www.uw.ca/univsec/pdf/plicies_prcedures/sectin3/mapp34.pdf and applicable cllective agreements. Page 4
POLICY 1.49 Cntract Management and Signing Authrity LEGAL REVIEW The University Legal Cunsel and ther designated legal cunsel within the University prvide legal advice and assistance t individuals wh negtiate and sign cntracts. Legal review ensures that thse respnsible fr entering int cntracts are made fully aware f the legal cnsequences f cntractual prvisins. It als prvides added assurance that the terms f the cntract fully prtect the rights and ther interests f the University and are cnsistent with all applicable laws. It is the respnsibility f thse wh are negtiating and signing cntracts t decide if legal advice r assistance is required in a particular case. As a general rule, legal cunsel shuld be cnsulted prir t signing a cntract in any f the fllwing cases: there are substantial changes t the terms f an existing cntract the cntract cntains insurance clauses, indemnities, intellectual prperty prvisins, guarantees, r warranties the cntract invlves a significant dllar amunt r it may expse the University t an uncertain r ptentially significant liability there are r may be significant financial ramificatins t the University the cntract invlves sensitive issues the cntract includes prvisins which may pse a substantial risk t the University. LEGAL NAME OF UNIVERSITY Cntracts must be entered int in the name The Bard f Gvernrs, The University f Western Ontari, r The University f Western Ontari. The name f a Faculty r Department may be included in certain cases. ORAL CONTRACTS Cntracts d nt need t be in writing t bind the University. Oral representatins and agreements can ptentially create legal bligatins fr the University. As a general rule, the University s business shuld be cnducted thrugh written cntracts r agreements. Under n circumstances des an individual have authrity t bind the University by way f ral agreement if that individual des nt have the requisite signing authrity under a Bard f Gvernrs by-law, reslutin r plicy. CONTRACTS IN LANGUAGES OTHER THAN ENGLISH The University Legal Cunsel shuld be cnsulted with respect t signing cntracts in languages ther than English r signing an English and nn-english versin f a cntract. CORPORATE SEAL Cntracts requiring the crprate seal are signed in accrdance with Bard f Gvernrs By-law N. 1, J.1. The Secretary f the Bard f Gvernrs maintains a recrd f all cntracts signed under seal and a fully signed riginal cntract is stred in the University Secretariat r such ther lcatin designated by the Secretary. SIGNING AUTHORITY REGISTER The Signing Authrity Register (Appendix A) sets ut: (a) thse fficers and emplyees t whm the President delegates apprval and signing authrity fr specific types f cntracts pursuant t MAPP Plicy 1.49; (b) thse fficers and emplyees wh are authrized t apprve and sign specific types f cntracts pursuant t ther Bard f Gvernrs by-laws, plicies r reslutins; and (c) the required strage site fr signed riginal cntracts. Page 5
POLICY 1.49 Cntract Management and Signing Authrity The President retains the authrity t sign cntracts fr which he/she has delegated signing authrity in the Register. The University Secretary is respnsible fr maintaining and updating the Signing Authrity Register. RETENTION OF CONTRACTS The custdians f cntracts must ensure that they are kept secure and retained fr the stipulated retentin perid. The University Legal Cunsel must apprve all retentin perids fr cntracts. Date f Issue: Nvember 15, 2010 Page 6