Chapter 70: Execution of Instruments

70.010 General Execution of Corporate or Board Instruments

kuscheld — Wed, 26 May 2010 19:26:00 +0000

70.010 General Execution of Corporate or Board Instruments kuscheld Wed, 05/26/2010 - 19:26

172.020, 172.380, 172.390, R.S.Mo. ; Bd. Min. 4-11-58, p. 12,512; Amended 5-20-77, p. 37,690 and 3-28-80, p. 38,100; Revised Bd. Min. 6-14-85; 1-21-98, Revised Bd. Min. 5-5-06; Amended Bd. Min. 2-1-18.

All Instruments -- All instruments affecting ��ϲʹ��, the Board of Curators of the ��ϲʹ��, or the University generally shall be executed on behalf thereof as provided in this section unless execution thereof shall have otherwise been specifically provided for and directed by the Board.
Execution of Deeds and Instruments of Conveyance
1. Any of the lands donated by act of congress, approved July 2, 1862, may be sold by the board of curators, and deeds of conveyance to same shall be executed by the president of the board, signed by him or her, with the seal of the corporation attached thereto, and attested by the secretary of the board.
2. Any of the lands donated by the Atlantic & Pacific Railroad Company to the State of Missouri by deed dated the sixteenth day of February, 1871, and all other lands conveyed by corporations or individuals to the State of Missouri for sale in aid of the state university, may be sold and conveyed by the board of curators, and deeds of conveyance to same shall be executed by the president of the board, signed by him, with the seal of the corporation attached thereto, and attested by the secretary of the board; and provided further, that any conveyances of such lands heretofore made by said board in accordance with the provisions of this section shall divest the State of Missouri of all title to the same and vest said title in the grantees, their heirs and assigns forever.
3. Instruments conveying title to real estate owned by ��ϲʹ�� (other than lands described in sections B.1 and B.2 of this Section 70.010) shall, upon approval of same by the Board of Curators or University President as delegated by the Board, be executed in the name of ��ϲʹ�� and signed by the President of the University or his/her designee, with the corporate seal affixed, attested by the Secretary.
4. All instruments conveying title to real estate must be first duly authorized in accordance with Section 70.050 of these Collected Rules and Regulations.
All Contracts, Other Instruments and Agreements -- All contracts and other instruments and agreements of ��ϲʹ�� (other than deeds and other instruments conveying title to real estate) shall be executed in the name of ��ϲʹ�� and signed by the President thereof, the President of the University, the Vice President for Finance, or such other officer as may be specifically designated by the Board, and the corporate seal may be affixed, attested by the Secretary. The named officers may, by written authorization, delegate special authority to sign specific instruments on their behalf to the Chancellor of each campus. The named officers and the Chancellors receiving delegation from such officers may, by specific written authorization, delegate to one or more designees all or partial authority to sign instruments on their behalf, such written authorization to be filed with the President, Vice President for Finance, and Secretary of The Board of Curators.
Agreements Binding on Board
1. Any instrument heretofore or hereafter executed in conformity with this Section 70.010 shall have the same force and validity as if executed by the President of the Board;
2. No contract or other instrument or agreement which has not been duly authorized by The Board of Curators and executed in the manner herein provided or in a manner specifically provided and directed by the Board shall be binding upon ��ϲʹ��.

70.020 Execution of Financial Instruments

kuscheld — Wed, 26 May 2010 19:31:53 +0000

70.020 Execution of Financial Instruments kuscheld Wed, 05/26/2010 - 19:31

Bd. Min. 4-11-58, p. 12,512; Bd. Min. 10-21-60, p. 17,500; Amended Bd. Min. 6-30-73, p. 36,737; Amended Bd. Min. 12-7-90; 1-21-98.

In addition to the officials authorized under the General Authority to execute instruments provided in Section 70.010 C, the Vice President for Finance and Administration, or his/her designee is authorized to execute the following instruments in the name of the Curators of the ��ϲʹ��, and in such event the affixing of the corporate seal and attestation of the Secretary shall not be necessary unless otherwise required. The written authorization by the Vice President for Finance and Administration to delegate to one or more designees all or partial authority to sign instruments on his behalf shall be filed with the University President and Secretary of the Board of Curators.

Transfer of Corporate Stock, Bonds or Other Securities -- Certificates for transfer of corporate stock, agreements, orders, and directions with reference to the purchase, sale transfer, redemption or exchange of corporate stock, bonds, or other securities owned by ��ϲʹ�� or held by it for others, and orders and directions to banks and depositories relating to the money and securities owned by ��ϲʹ��, or held by it for others, on deposit therewith may be executed in the name of ��ϲʹ��, and signed by the Vice President for Finance and Administration, or his/her designees, and the affixing of the corporate seal and attestation of the Secretary shall not be necessary, unless otherwise required.
Receipts for Money -- All receipts for money and securities may be executed by the Vice President for Finance and Administration or his/her designees.
Instruments Relating to Gifts and Grants -- All contracts, agreements, proposals, applications, and other instruments relating to all gifts and grants.
Facsimile or Manual Signature -- All general expense and payroll warrants and checks issued for all divisions of the University may be signed with mechanically fixed facsimile or manual signature of the Vice President for Finance and Administration, or his/her designees and no other signature is required to validate any such warrant or check.

70.030 Receipts, Claims and Affidavits

kuscheld — Wed, 26 May 2010 19:34:49 +0000

70.030 Receipts, Claims and Affidavits kuscheld Wed, 05/26/2010 - 19:34

Bd. Min. 4-15-66, p. 31,514; 1-21-98.

Authority -- The Vice President for Finance and Administration of the University is authorized to execute on behalf of the Curators of the ��ϲʹ�� receipts, claims and affidavits to be filed in decedents' or guardianship estates, claims and affidavits in bankruptcy, and to verify any accounts due to or from the Curators of the ��ϲʹ��, and other affidavits relating particularly to the financial records of the University or books and accounts under the control of the Vice President for Finance and Administration.

70.050 Authorization of Real Estate Sales, Leases, Licenses, Easements, Right-of-Way, and Mineral Rights

kuscheld — Wed, 26 May 2010 19:35:00 +0000

70.050 Authorization of Real Estate Sales, Leases, Licenses, Easements, Right-of-Way, and Mineral Rights kuscheld Wed, 05/26/2010 - 19:35

172.020 R.S. Mo.; Bd. Min. 3-6-52, p. 5,906; Bd. Min. 4-19-69, p. 34,497, Bd. Min. 6-29-79, Amended Bd. Min. 5-3-91, Amended Bd. Min. 12-15-95, Amended Bd. Min. 5-5-06, Amended Bd. Min. 12-7-17; Amended Bd. Min. 11-18-21.

The President or his or her designee, or other persons designated by the Board, shall have the authority to acquire and sell real property, authorize sale agreements, rental agreements, lease agreements, license agreements, and easement and right-of-way agreements covering real property, accept or disclaim gifts of real property, and acquire and sell or lease mineral rights, in conformance with these Collected Rules and Regulations. Deeds and instruments conveying title to real estate shall be executed in the manner and signed by such persons as referenced in Section 70.010B of these Collected Rules and Regulations. Contracts, instruments and agreements, other than deeds and instruments conveying title to real estate, shall be executed in the manner and signed by such persons as described in Section 70.010C of these Collected Rules and Regulations.
The President shall have the authority to acquire property from the UMKC Trustees without obtaining appraisals.
Board of Curators approval shall be required for:
1. Property purchases with a negotiated price of more than $1,000,000.
2. Property sales with a negotiated sale price of more than $1,000,000 or located within 1 mile of the student union at each university campus.
3. Property leases for more than $1,000,000 per year or for more than ten years.
4. Easements and right-of-way agreements that: i) convey rights to entities other than utility companies or governmental entities for a term longer than twenty-four (24) months, or ii) significantly impair the use of the property or significantly decrease the value of the property.
Board of Curators approval, and if required by applicable statutes, legislative approval by concurrent resolution signed by the governor, shall be required for the subdivision, sale or conveyance of title to any parcel of land containing in excess of 2,500 contiguous acres.

70.060 Consulting, Design and Construction

kuscheld — Tue, 28 Aug 2012 17:26:00 +0000

70.060 Consulting, Design and Construction kuscheld Tue, 08/28/2012 - 17:26

Bd. Min. 12-12-64, p. 26,063; Amended Bd. Min. 11-19-76; 8.250 R.S.Mo 1929; Bd. Min. 5-5-89, Amended Bd. Min. 12-15-95; Bd. Min. 9-27-01; Bd. Min. 3-22-02; Bd. Min. 12-11-03, Bd. Min. 5-5-06, Bd. Min. 10-5-07, Bd. Min. 9-24-10, Bd. Min. 8-19-11, Bd. Min. 1-31-13; Amended 4-11-14; Amended Bd. Min. 12-7-17.

The President shall have the authority to hire consultants and administer facilities design and construction operations in conformance with these Collected Rules and Regulations.
Board of Curators have an active role in establishing capital plans and priorities. Board of Curators approval shall be obtained for:
1. Campus master plans when significant changes are proposed, but not less than every five years.
2. A five-year Capital Project Plan for each campus annually. Capital Project Plan shall include:
  1. All planned new buildings or additions over $5,000,000 in project cost
  2. All planned renovation/infrastructure projects over $8,000,000 in project cost
  3. Planned total spend summary for all capital improvements each year
  All projects on the capital project plan shall support the campus strategic plan and master plan.
3. The architectural and engineering consultant fees and the project budget, funding, and scope of work for renovation/infrastructure projects with a total project cost of $8,000,000 or more; or new building or addition projects with a total project cost of $5,000,000 or more, before the design of the project is started. This does not include the pre‐design programming and planning to develop the estimated project cost, scope of work, and justification.
4. The architectural and engineering consultant when the fees are more than $500,000 and the project cost is less than $5,000,000 for new buildings and additions; or the project cost is less than $8,000,000 for renovation/infrastructure projects.
5. If a previously approved Capital project changes substantially in size, scope, or cost, or the source of funds changes significantly, the Capital project shall be reapproved before construction begins, the Guaranteed Maximum Price is increased, or, in the case of a project that includes a series of construction contracts, the next construction contract is approved.
Debt Financed Capital Improvement Projects
1. Board of Curators approval shall be obtained for the use of debt financing on a project prior to bidding.
2. Facilities and Administrative Cost Recovery may be used as an identified funding source for the debt service on debt issued to build research and academic buildings at the ��ϲʹ��, on a facility for which the Board has approved a business plan. The approval of a business plan must occur prior to hiring architectural and engineering consultants. See CRR 145.010 "Policy for Management and Oversight of Debt and Derivatives" for overall limitations on this funding source.
Project Design of new buildings and building additions with a total project cost greater than $5,000,000 will be provided to the Board of Curators for informational review before design is complete and construction contracts are awarded.
An annual report shall be provided to the Board with the status of each project on the approved capital plan and all projects approved by the Board.
Competitive bids are not required for:
1. Projects estimated at less than $25,000, if there are no savings or advantages to bidding.
Master Construction Agreements
1. Master Construction Agreements shall be competitively bid including price, firms’ qualifications and quality of services provided in evaluating the best proposal.
2. Individual projects may be performed under Master Construction Agreements without seeking competitive bids for the individual projects.
3. The construction cost for individual projects performed by Master Construction Agreements shall not exceed $1,000,000.
4. Master Construction Agreements shall be annual agreements with annual renewals not to exceed a total contract period of (5) five years.
5. Individual projects performed under a Master Construction Agreement would not be advertised for bidding.
Codes and Standards
1. All facilities shall comply with International Code Council (ICC) Codes. Codes and standards required by accreditation agencies will also be used unless the ICC requirements are more stringent. In the event that special design features and/or construction systems are not covered in the ICC codes, the applicable edition of the National Fire Protection Association (NFPA) family of standards and/or the NFPA 101 Life Safety Code shall be used.
2. All facilities shall be in conformance with the Americans with Disabilities Act.
Construction projects, other than individual projects performed on master construction agreements, estimated to cost $100,000 or more shall be advertised for bid for five days in two newspapers with a circulation of at least 50,000, and at least two times over a 10 day period in a newspaper located in the county where the work is located, or advertised through an electronic medium if this method is more advantageous in soliciting competitive bids.
Notwithstanding any provision herein to the contrary, the Board of Curators may, at its discretion, dispense with the competitive bidding and advertising requirements in this Section 70.060 as they relate to the construction of a building on University property if a private donor providing all or substantially all of the money for such construction project specifies, as a condition precedent to the donation, the architect and/or the general contractor to be utilized. In exercising its discretion concerning such donations, the Board of Curators’ considerations will include, but not necessarily be limited to, the capabilities and prior experience of the architect and/or general contractor with similar construction projects, the ability of the University to assure that the building meets all applicable construction standards and codes, any conflicts of interest that may exist for the donor, the architect and/or general contractor and the ability of the University to assure compliance with all applicable contract terms and laws related to such construction projects. Any such approval by the Board of Curators to dispense with the competitive bidding and advertising requirements in this Section 70.060 shall be contingent upon the willingness of the specified architect and/or general contractor to agree in writing to comply with standard University contract terms and conditions and to perform such contractual obligations for a specified amount within the specified budget for the construction project.
Preference shall be given to Missouri products and firms when such are equally or better suited for the intended purpose and can be obtained without additional cost. Firms are considered "Missouri firms" if they maintain a regular place of business in the State of Missouri.
The prevailing wages in the community where construction takes place shall be required to be paid on all construction projects for construction work. Prevailing wages are not required to be paid for maintenance work.

70.070 Entrepreneurial Activity

kuscheld — Tue, 28 Aug 2012 17:27:11 +0000

70.070 Entrepreneurial Activity kuscheld Tue, 08/28/2012 - 17:27

Bd. Min. 6-26-12.

Outside Entities. This rule applies to the acceptance of equity or similar participation in a separate legal entity for the primary purpose of advancing a university mission and not for the primary purpose of investment, including operating entities that the university controls and uses to conduct university operations, joint venture entities in which the university is a relatively active or significant participant, and minority-interest entities in which the university is a minority owner with a more passive role.
1. Participation in such an entity requires approval by the campus Chancellor (if initiated by a campus) with subsequent approval by the President, or by the President (if initiated by the system office), and approval of documents as to legal form by the Office of the General Counsel.
2. Approval of the Board of Curators is required for operating entities or, in the case of joint venture entities, if the university, or a properly authorized representative, (1) forms the entity, or (2) owns at least 50% or more, or (3) commits to make a contribution of $1.0 million or more.
3. Approval of the Board of Curators is required for minority-interest entities if the interest is in exchange for (1) in-kind consideration of goods and/or services valued at greater than or equal to both 50% of total book value and $1.0 million, excluding licenses of intellectual property, or (2) cash greater than or equal to $1.0 million.
4. Participation in all such entities, whether or not approved by the Board of Curators, shall be reported annually to the Board of Curators.
5. All such activities will be subject to due diligence, conflict-of-interest, reporting, and other business policies approved by the President and Vice President for Finance and Administration and reviewed as to legal form by General Counsel. Subsequent changes in such activities will be subject to reporting and approval requirements to be specified in such business policies.
6. The total out-of-pocket outstanding cash investment by the University at any one point in time shall not exceed $5 million without Board approval.