BOARD OF GOVERNORS

SIGNING AUTHORITY POLICY

Effective: [JUNE 6/13]

Purpose:

This Policy concerns University contracting and the delegation of authority to contract on behalf of the

University. It reflects the commitment of the University to the proper management of and

accountability for the resources of the University. Compliance with the Policy will assist in safeguarding

University resources through the application of consistent management practices and controls in the

contracting process.

This Policy applies to all contractual arrangements to which the University is a party, including, without

limitation, contracts involving the University's administrative units, academic departments, its

unincorporated entities and institutes.

This Policy designates the positions within the University structure which carry the authority to sign

contracts on behalf of the University. To ensure accountability and proper management of resources, it

specifies responsibilities of those who are authorized to sign contracts on behalf of the University. Those

with responsibility for signing contracts are expected to ensure that contracts are for duly authorized

products, services or undertakings and comply with the policies and practices as established by the

Senate and the Board of Governors (the Board).

Policy:

DEFINITIONS

Contract: means contract, document or instrument in writing and includes, but is not limited to, any

agreement, contract, subcontract, letter of intent, memorandum of understanding, memorandum of

agreement, lease, deed, transfer, instrument, assignment, obligation, certificate or other document, the

provisions of which may be binding upon the University.

Officer of the University: has the meaning given under By-law No. 1 of the Board of Governors, as it may

be amended from time to time. Currently, this definition means any of the Chair, a Vice-Chair, the

President, the Provost and Vice-President (Academic), the Vice-President (Finance and Administration),

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the Vice-President (Research), the Assistant Vice-President (Finance and Services), the Controller, the

Chairs of each of the Audit, Finance, Pensions and Benefits, Physical Resources and Property

Committees, the University Secretary (but not the Secretary’s designate), and such other officer as the

Board may designate from time to time.

DELEGATION

1. Under the University of Guelph Act, the Board of Governors has, except for those matters

assigned to Senate, responsibility for the “government, conduct, management and control” of

the University.

2. Pursuant to that legislative authority, the Board has delegated authority to certain

administrators, the power to enter into Contracts on behalf of the University. Authority to enter

into contractual obligations on behalf of the University arises from the following:

Board of Governors’ Bylaw No.1 (General Bylaw): under the authority of the Board’s By-

law, the following Officers have general signing authority for the University and can act

as an authorized signatory on any agreement, without limitation :

-President;

-Provost and Vice-President (Academic);

-Vice-President (Finance and Administration);

-Vice-President (Research);

-Vice-President (Advancement);

-Assistant Vice-President (Finance and Services);

-Controller; and

-University Secretary

Signing Authority Registry: the Signing Authority Registry has been approved by the

Board of Governors and delegates limited signing authority to those positions and

circumstances specifically identified.

3. The Board confirms the obligation under its Bylaw No. 1 that Contracts be signed by two

signatories unless specifically noted in the Signing Authority Registry. If any signing authority is

absent from the University, the individual assuming the role in an acting capacity has the signing

authority for the signing officer, as applicable.

CONTRACT MANAGEMENT

1. Negotiating Agreements

Employees who undertake agreement negotiations on behalf of the University have the responsibility

to:

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be aware of relevant University policies and any required authorizations or approvals before

negotiations commence including but not limited to the Conflict of Interest policy

(http://www.uoguelph.ca/hr/node/1695);

ensure the negotiating process includes appropriate consultation regarding the University’s

internal requirements including other units which may be significantly impacted, applicable

legislative and regulatory requirements and required insurance coverage;

determine whether there are financial issues that should be reviewed by Financial Services (i.e.

method of payment, tax consequences, method of acquisition)

carry out due diligence regarding the other contractual party (i.e. verify the legal entity,

financial viability)

determine whether legal support or advice is required and obtain such support as early as

possible in the negotiation process; if in doubt, contact the University’s Legal Counsel

ensure agreements are entered into in the name of the “University of Guelph” . The name of a

College, regional campus or an academic unit may be added to agreements in certain cases but

the contracting party must be identified as the “University of Guelph”

negotiate in the best interests of the University

advise the other contracting party that the agreement is not considered final or binding until it

has been signed in accordance with University policies.

2. Signing Agreements

Everyone authorized to sign agreements on behalf of the University must be satisfied that the terms set

out above under “Negotiating Agreements” have been considered and that all appropriate reviews and

approvals have been obtained.

Those with signing authority shall diligently bring to the attention of the administrator at the next

highest level, those agreements within their jurisdiction that are considered of sufficient importance

regardless of value, prior to their signature, namely agreements with an unusually high risk factor,

agreements that might bring the activities of the University under public scrutiny or agreements which

might involve any controversial matter. In these circumstances, consultation with the VP (Finance,

Administration and Risk) or University Legal Counsel may be appropriate.

3. Agreement Retention

Signing officers will keep the original agreement or, when not available, an accurate and complete copy

thereof, as well as the necessary supporting documents, in that person's office or a place under that

person's control.

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CONTRACTS REQUIRING AUTHORIZATION OF THE BOARD OF GOVERNORS

Authorization from the Board of Governors (or such delegated committee) is required for the University

to enter into contracts of the nature described below:

1. Contracts for the purchase, sale or mortgage of land;

2. Licenses to use, leases and commitments of real property or facilities of the University for a term

exceeding 5 years;

3. Contracts having an anticipated cost to the University of two million dollars or more excepting (a)

non-speculative futures contracts to acquire natural gas for utility services, (b) non-speculative

hedging foreign currency and interest rate transactions and (c) acquisitions within normal

operating expenditures and approved budget provisions;

4. Collective bargaining agreements except grievance settlements, Letters of Understanding and all

such other agreements pertaining to collective bargaining agreements entered into with union

agents which, in the opinion of the Associate Vice-President Human Resources, do not

materially alter collective bargaining agreements;

5. Bonds, debentures and securities issued by the University or agreements involving the borrowing

of money or the guaranteeing of obligations which exceed approved policy limits;

6. Contracts under the Board’s authority which have the potential to significantly impair the

financial status of the University, contracts with the potential of material risk or onerous

consequences, whether legal, financial, reputational or otherwise or contracts that are

precedent-setting or involve sensitive issues.

7. Contracts reserved for the consideration of the Board of Governors under Board policy or as

determined by the Board of Governors, or the University President.

REVIEW DATE

This Policy will be reviewed by the Governance Committee of the Board of Governors no less frequently

than every three years and when the Board of Governors amends by-laws pertaining to Officers of the

University or Execution of Documents.

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SIGNING AUTHORITY REGISTER INDEX

The Signing Authority Registry is to be used in conjunction with the Signing Authority Policy and is intended to identify authorized signatories IN ADDITION to those Officers identified under the Board of Governors’ Bylaw No.1. The Signing Authority Registry does not alter the general signing authority of the Officers of the University.

SECTIONS PAGE 1. Academic Affiliation Agreements 2-3 2. Sponsorship & Commercial Activities 4 3. Construction, Maintenance & Physical Plant Utility Agreements 4 4. Facilities & Land Agreements 4-5 5. Financial Services Agreements 5 6. Gift & Affinity Agreements 5-6 7. Human Resources 6 8. Legal Settlements 6-7 9. Purchase of Materials & Services 7

10. Regional Campuses, University of Guelph-Humber 7-8 11. Research-Related Agreements 8-9 12. Service Agreements – Non-Research 9 13. Approved Unit Budgets 10

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TYPE OF AGREEMENT DOLLAR THRESHOLD

(limitation by dollar amount, if noted)

AUTHORIZED SIGNATORIES UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

1. ACADEMIC AFFILIATION AGREEMENTS a) General affiliation agreements with other universities and academic institutions regarding international exchanges and educational cooperation agreements and which are intended to be ceremonial in nature and either: i) no financial or other resources are committed on behalf of the University; or ii) where specific financial resources are required and have been pre-approved by the University

Agreement requiring one (1) signature only

- AVP (Academic) - Dean

b) Affiliation agreements with other universities and academic institution including international exchanges, study abroad programs, educational cooperation agreements, dual degree programs, transfers of academic credit

- EITHER OF: AVP (Academic) or AVP (Institutional Research and Planning) & Registrar ____________________________________

- Vice–Provost, University of Guelph-Humber* *(only for agreements for University of Guelph-Humber)

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TYPE OF AGREEMENT DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

c) Affiliation agreements with third parties to provide primarily student placements as part of an approved component of an academic program such as internships

- AVP (Academic) * * including similar agreements for University of Guelph-Humber - Dean** **for agreements within his/her academic unit - Vice–Provost, University of Guelph-Humber*** ***(only for agreements for University of Guelph-Humber)

c.1 Routine administrative agreements related to student placements which are subject to a signed agreement under section (c) (i.e. Ministry forms for insurance purposes, criminal checks etc.)

Placement coordinator or person otherwise designated by the academic unit which is responsible for the placement

d) Affiliation agreements with third parties to provide primarily student experiential opportunities such as service learning, volunteer service

AVP (Student Affairs)

Up to $100,000 Director of Student Life

e) Affiliation agreements with 3rd parties such as government or other educational institutions regarding registrarial matters such as international student recruitment, government reporting, institutional research and planning and student financial aid

AVP (Institutional Research and Planning) & Registrar

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TYPE OF AGREEMENT DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

2. SPONSORSHIPS & COMMERCIAL ACTIVITIES

Agreements for sponsorships or for commercial activities

Up to $100,000 EITHER AVP* or Director, Athletics * for agreements within his/her unit/area of responsibility

On-Campus Advertising Promotion, Sales and Solicitations

3. CONSTRUCTION, MAINTENANCE & PHYSICAL PLANT UTILITY AGREEMENTS

Capital Projects Up to $1m Up to $500,000

AVP (Physical Resources) Director, Finance and Administration (Physical Resources)

Authorization of Funds for Projects, Minor Alterations/Renovations and Similar Work (PR 1.2.10)

Agreements relating to the supply of Utilities to the University

Up to $1m Up to $500,000

AVP (Physical Resources) Director, Finance and Administration (Physical Resources)

4. FACILITIES & LAND AGREEMENTS Agreements relating to long-term use of University facilities (excluding land) by 3

rd parties

Agreement is for more than 3 years or annual value of lease is greater than $50,000

AVP* * for agreements within his/her unit/area of responsibility

Agreement is for 3 years (or less) or annual value of lease is up to $50,000

-AVP*, -Director, Real Estate Division or designate*, -Director, Research Facilities Management and OMAFRA-UofG Agreement* * for agreements within his/her unit/area of responsibility

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TYPE OF AGREEMENT DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

Agreements relating to long-term use of University land incl. easements, leases and licenses for non-academic purposes.

Director, Real Estate Division

Agreements for University to use, lease or license land or facilities belonging to a 3rd party

Agreement is for less than 3 years or annual value of lease is up to $50,000

EITHER OF: - Assoc AVP (Academic) if purpose if academic in nature or - Director, Real Estate Division if purpose is non-academic in nature

5. FINANCIAL SERVICES AGREEMENTS Administrative agreements related to purchase, transfer, exchange or otherwise dispose of securities and investments; routine banking matters including the deposit with or transfer to the credit of the University's account only

EITHER: Director of Investments*or Director, Treasury Operations* * for agreements within his/her unit/area of responsibility

Officers, Signing Officers, Signing Authorities Execution of Documents, and Further Delegation – General - GE 1.0

Agreements related to employee group benefits

AVP (Human Resources)

6. GIFT & AFFINITY AGREEMENTS Agreements related to charitable gifts of cash or in kind including marketable securities (not real estate)

Up to $1 million EITHER OF: AVP (Alumni Advancement) or AVP (Major Gifts) or Chief Operating Officer (Advancement)

Gift Acceptance Policy – Board of Governors Acceptance of Gifts of Marketable Securities Policy – Treasury Policy – Fl 21.0

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TYPE OF AGREEMENT

DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

Agreements related to non-charitable gifts

See: Sponsorship and Commercial Agreements

7. HUMAN RESOURCES Collective Agreements, Memoranda of Agreement with non-unionized employees (e.g. exempt group, PSA)

EITHER: AVP (Human Resources) or Director, Staff Relations or Senior Consultant Staff Relations

Collective Agreements, Memoranda of Agreement with UGFA

AVP (Faculty and Academic Staff Relations)

Collective Agreements, Memoranda of Agreement with unionized employee groups excluding UGFA

EITHER: AVP (Human Resources) or Director, Staff Relations or Senior Consultant Staff Relations

Settlement documents, agreements, releases etc. relating to grievances and arbitrations under collective agreements

AVP (Faculty and Academic Staff Relations)* EITHER: -AVP (Human Resources) or Director, Staff Relations or Senior Consultant Staff Relations* *for agreements within his/her unit/area of responsibility

Settlement documents, agreements, releases relating to legal matters

University Legal Counsel

8. LEGAL SETTLEMENTS Agreements relating to the acquisition of goods and services including service, licensing and maintenance agreements/warranties excluding

Up to $1 million Up to $500,000 Up to $100,000

Manager, Purchasing Services Assistant Manager, Purchasing Services Chair of ordering department (or designate)

Purchasing Policy- Fl 18.0

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TYPE OF AGREEMENT DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

those obtained through Physical Resources

9. PURCHASE OF MATERIAL & SERVICES Agreements relating to the acquisition of goods and services including service, licensing and maintenance agreements/warranties obtained through Physical Resources

Up to $1million AVP (Physical Resources)

Up to $500,000 Design, Engineering and Construction Manager

Up to $100,000 Design, Engineering and Construction Project Manager

Up to $25,000 Director (Physical Resources)

Government permits related to approved projects (i.e. building and demolition permits)

Agreement requiring one (1) signature only EITHER of: -Director, Design, Engineering and Construction or -Director, Finance and Administration, Physical Resources

Agreements relating to the acquisition of academic materials, journals, etc.

Chief Information Officer or designate

Agreements relating to the acquisition of goods and services including consultants for Hospitality Services

-Director, Hospitality Services or designate

Engagement of consulting and broker services for benefits, wage and salary administration

AVP (Human Resources)

10. REGIONAL CAMPUSES, UNIVERSITY OF GUELPH-HUMBER Regional Campuses: Kemptville, Ridgetown, Alfred: -Agreements renewed on a regular basis with government (i.e. Liquor License) or agreements (based on approved templates) -agreements with non-governmental third parties

Up to $100,000 Up to $25,000

Director of the Regional Campus Dean Director of the Regional Campus Dean

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TYPE OF AGREEMENT DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

University of Guelph- Humber: any agreement on behalf of the University as it pertains to academic matters

Vice-Provost, University of Guelph-Humber

11. RESEARCH-RELATED AGREEMENTS Research funding applications and proposals

Agreement requiring one (1) signature only -AVP (Research Services) -Managing Director of Research Operations

Research Awards, agreements or grants, research affiliation or collaboration agreements, network participation agreements with 3

rd parties such as

incorporated research centres, governments, academic institutions (excluding those under the OMAFRA Agreement (April1, 2008-March 31, 2018

Up to $250.000 ANY OF: -AVP (Research Services) or delegate - Manager, Research Financial Services - Managing Director of Research Operations

Research affiliation or collaboration agreements pursuant to the OMAFRA Agreement (April1, 2008-March 31, 2018)

Up to $250,000 -AVP Research (Strategic Partnerships) - Director, Research Facilities Management and OMAFRA-U of G Agreement

Research funded acquisitions See: Purchase of Materials and Services Research Service Agreements where University’s research centres or units provide analytical testing or other services

Up to $250,000 ANY OF: - AVP (Research Services) - Manager, Research Financial Services - Managing Director of Research Operations

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TYPE OF AGREEMENT DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

Agreements for intellectual property management and ownership, NDAs, material transfer agreements, data-sharing agreements, agreements relating to commercialization initiatives including licensing, equity transactions and commercial agreements such as shareholder agreements

Up to $250,000

-AVP Research (Strategic Partnerships) EITHER: Director, Catalyst Centre* or Director, Research Facilities Management and OMAFRA-UofG Agreement* *for agreements within his/her unit/area of responsibility

12. SERVICE AGREEMENTS – NON-RESEARCH

Service Agreements where University’s research centres or units provide a professional, administrative, technical or educational service, program or product to a 3rd party (and not covered by any other policy)

Agreement requiring one (1) signature only -AVP (Strategic Partnerships)

Centre for Open Learning and Educational Support

Up to $250,000 Agreement requiring one (1) signature only Director, Centre for Open Learning and Educational Support

All others EITHER OF: AVP* or Chief Information Officer* or Chief Operating Officer (Advancement)* *for agreements within his/her unit/area of responsibility

Up to $50,000 EITHER OF: Dean* or Chair* *for agreements within his/her unit/area of responsibility

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TYPE OF AGREEMENT DOLLAR THRESHOLD (limitation by

dollar amount, if noted)

SIGNING AUTHORITY UNLESS OTHERWISE INDICATED, EACH AGREEMENT MUST HAVE TWO SIGNATORIES. Unless otherwise identified in the alternative (“either of: a or b”), each position named can act as a signatory for the specific class of agreement.

RELATED POLICY

13. APPROVED UNIT BUDGETS

Contracts which are entered into in accordance with the Annual Budget submissions as approved Unit Budgets

-Unit head (Dean, Chair or Department Heads, Director) - Unit authorized delegate

Delegation of Authority for Commitment of University Funds Upon Budget Allocation – General Policy - GE 5.0

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