Real Property Contracts: Approval, Signature Authority, and Reporting

Scope

This policy addresses official authorization to sign real property contracts on behalf of the Board of Regents of the University of Wisconsin System.

The policy applies to all documents related to conveyances of real property or other real property transactions including, but not limited to, purchases, sales, and gifts of real property; easements; and leases of real property to be occupied or owned by the Board.

Signature authority for contracts not related to real property or construction is outlined in Regent Policy Document 13-1, “General Contract Approval, Signature Authority, and Reporting.”

Signature authority for construction-related contracts is outlined in Regent Policy Document 13-5, “Capital Projects Solely Managed by the UW System: Approval, Signature Authority, and Reporting.”

Purpose

The purpose of this policy is to ensure that individuals signing real property contracts that bind the Board of Regents and UW System institutions are duly authorized to sign on behalf of, commit, and represent the Board of Regents. The policy also establishes certain thresholds and areas where approval from the Board of Regents is required. Last, the policy implements statutory authority provided to the Board of Regents for real property transactions.

Policy Statement

Through this policy, the Board of Regents recognizes that the efficient operation of the UW System depends on the UW System’s and UW institutions’ ability to conduct business transactions in an efficient manner. Therefore, the Board of Regents delegates certain contracting authority and other responsibilities to designated university officials.

Individuals authorized to sign contracts under this policy are expected to have the necessary information and expertise to fully understand the implications of making such commitments. In addition, persons with this authority are expected to perform appropriate due diligence activities to ensure that any attendant liabilities are identified and can be effectively managed.

The Board of Regents authorizes the Executive Director and Corporate Secretary of the Office of the Board of Regents and the President of the University of Wisconsin System to sign real property-related contracts that bind the Board of Regents and/or UW System institutions.

The UW System President may delegate responsibility to other senior UW System Administration officials. The UW System President may delegate responsibility to chancellors as specified in Sections 3 and 4 of this policy. No further delegation of authority is permitted except as noted in this policy.

Any delegation should only be provided to individuals deemed to have the requisite knowledge, judgment, and operational need to exercise such authority. Individuals should be delegated signature authority only for the specific documents, or types of documents, needed to allow them to efficiently and effectively perform the responsibilities of their position.

While delegating certain authority, the Board of Regents also establishes circumstances where approval from the Board of Regents is required for the Board to exercise its governance and stewardship responsibilities with respect to real property transactions.

1. Sale of Real Property

The Board of Regents authorizes either the Executive Director and Corporate Secretary of the Office of the Board of Regents or the UW System President to sign documents related to the sale of real property within the campus boundaries that has previously been identified as underutilized, per s. 13.48 (14)(d), Wis. Stats.

The Board of Regents shall vote to approve a proposed sale of real property that:

is outside of or would alter approved campus boundaries;
has not been previously identified as underutilized per s. 13.48(14)(d), Wis. Stats.;
involves agricultural land under s. 36.33, Wis. Stats.; or
is a state-owned residence hall being sold to another state agency or nonstate nonprofit agency for purposes of alternate use. Such a transaction would require State Building Commission approval under s. 36.11(1)(e), Wis. Stats.

2. Acquisition of Real Property

The Board of Regents authorizes either the Executive Director and Corporate Secretary of the Office of the Board of Regents or the UW System President to sign documents related to the acquisition of real property within the campus boundaries. All real property acquisitions, except for agricultural land defined under s. 36.33, Wis. Stats., require State Building Commission approval, per s. 36.11(1)(b), Wis. Stats.

The Board of Regents shall vote to approve a proposed acquisition of real property that:

is outside of or would alter approved campus boundaries; or
involves agricultural land under s. 36.33, Wis. Stats.

3. Leasing of Real Property

The Board of Regents authorizes either the Executive Director and Corporate Secretary of the Office of the Board of Regents or the UW System President to sign leases of real property to be occupied by the Board when the following apply:

the initial terms of a lease are equal to or less than both $1,000,000 in total cost and five years in length; and
the renewal options included in a lease are equal to or less than both $1,000,000 in total cost and five years in length.

The UW System President is permitted to delegate this signature authority to chancellors. Chancellors may further delegate contract signature authority to the institution’s chief business officer only. Any exercise of delegated signature authority under this subsection requires review by an institution’s legal affairs office or the UW System Office of General Counsel prior to execution of a lease. Any delegation of authority to sign leases of real property is subject to ss. 16.84(5) and 36.11(1)(b), Wis. Stats., to the extent that the Department of Administration is responsible for student housing leases coming into effect after July 15, 2015.

The UW System Office of Capital Planning and Budget shall provide a regular report to the Board on all leases not subject to Regent approval.

The Board of Regents shall vote to approve a proposed lease when:

the initial terms of a lease exceed either $1,000,000 in total cost or five years in length;
the renewal options included in a lease exceed either $1,000,000 in total cost or five years in length;
a lease would permit a facility that would be privately owned or operated to be constructed on state-owned land. Such leases also require approval from the State Building Commission under s. 13.48(12), Wis. Stats.;
a lease would affect agricultural lands covered under. s. 36.33, Wis. Stats.; or
a state-owned residence hall is leased to another state agency or nonstate nonprofit agency for purposes of alternate use. Such a transaction would require State Building Commission approval under s. 36.11(1)(e), Wis. Stats.

4. Gifts, Grants and Bequests

The Board of Regents authorizes either the Executive Director and Corporate Secretary of the Office of the Board of Regents or the UW System President to sign documents related to the acceptance of gifts, grants, and bequests of real property within approved campus boundaries that are below the threshold at which State Building Commission approval is required to accept such items, as outlined in s. 13.48(2)(b)(1m), Wis. Stats. The UW System President may delegate this signature authority to chancellors. Chancellors may further delegate contract signature authority to the institution’s chief business officer only. No further delegation is permitted.

The Board of Regents shall vote to approve a gift, grant, or bequest of real property that:

is outside of or would alter approved campus boundaries;
would meet or exceed the threshold at which State Building Commission approval must be obtained to accept such items, as outlined in s. 13.48(2)(b)(1m), Wis. Stats.; or
is for a building or structure constructed for the benefit of the UW System or any institution. Such a transaction also requires approval from the State Building Commission.

5. Other Real Property Transactions

Oversight, Roles, and Responsibilities

Delegations by the President or a chancellor must be made in writing and filed in the respective office of authority, i.e., the Office of the President of the University of Wisconsin System or the office of the chancellor. Delegations shall be periodically reviewed to ensure that they are current and that employees are exercising their signature authority appropriately.

Regent Policy Document 13-2 (formerly 93-1)