|THE REGIONAL MUNICIPALITY OF PEEL|
|BY-LAW NUMBER 39-2001|
|A by-law governing the execution of documents on behalf of The Regional Municipality of Peel, and to repeal By-law 81-88 as amended and By-law 57-89 as amended.|
WHEREAS By-law 81-88 was enacted on September 29, 1988 by the Council of the Regional Corporation to simplify and expedite the execution of documents of a non-routine nature;
AND WHEREAS By-law 57-89 was enacted on July 13, 1989 by the Council of the Regional Corporation in order to consolidate a number of previous by-laws relating to the execution of routine documents;
WHEREAS the Council of the Regional Corporation authorized on the 29th day of November 2001 the enactment of a new document execution by-law to govern all document execution;
NOW THEREFORE the Council of the Regional Corporation enacts as follows:
1. In this By-law:
1.1 "document" means any written instrument whether on paper or in electronic form including, without limiting the foregoing any contract, deed, purchase order, memorandum, letter of intent, application, release, waiver or acknowledgement which, when executed, will have or is intended to have the effect of causing the Regional Corporation to be bound in a legally enforceable relationship with any other person; and shall not include :
(a) Any cheques, bank drafts, orders for payment of money, promissory notes, acceptances, bills of exchange, debentures and any similar instruments; and
(b) correspondence, whether by letter or in electronic form, intended to convey information or confirm a position on a matter, but not intended to create a contract or agreement between the Regional Corporation and any other person, whether or not a legally enforceable right or remedy is created thereby.
1.2 "execute" means to complete the formalities intended to give effect to a document and may include any one or more of the following formalities as may be required in the circumstances:
(a) signing the document, whether by written signature or in electronic form;
(b) causing the seal of the Regional Corporation to be affixed to the document; and
(c) causing delivery of the document to be made to the other parties thereto.
1.3 "Document Execution Record" means the document Execution record required under section 4.2
1.4 "approval authority" means CAO or any other Commissioner of the Region of Peel, or any other employee designated by the CAO or Commissioner in writing to approve documents for execution under clause 4.2 (f), or the signing officer who is authorized to execute the document.
1.5 "initiator" means the employee responsible for initiating the Document Execution Record and distributing executed documents as required under clause 4.2 (e).
APPOINTMENT OF SIGNING OFFICERS
2.1 Subject to the requirements of this by-law and any statute regarding the execution of any particular kind of document, an employee or officer of the Regional Corporation, who at the time of execution of any document holds any of the following offices or positions, is a signing officer of the Regional Corporation and has the authority to execute the document on its behalf:
(a) the Regional Chair;
(b) the Chief Administrative Officer;
(c) the Commissioner of Corporate Services and Regional Solicitor;
(d) the Regional Clerk.
2.2 In addition to the signing officers designated in 2.1, a document listed in Column 1 of Schedule 1 of this by-law (routine documents) may be executed by an employee or officer of the Regional Corporation who at the time of execution of the particular documents holds any one of the offices or positions set out opposite in Column 2 of Schedule 1, and they shall be considered to be signing officers but only for the limited purposes of the documents set out in Schedule 1, that they are authorized to sign provided that all other provisions of this by-law are complied with.
2.3 When any signing officer designated under 2.1 or 2.2 is absent for any reason or the office or the position is vacant:
(a) if there is a by-law which designates a deputy, associate or other acting person as having the authority of the person holding the position or office of the signing officer, such deputy, associate or acting person is authorized to exercise the authority of the signing officer under this By-law; and
(b) unless contrary to a by-law as described in clause (a), any employee or officer of the Regional Corporation appointed in writing by the signing officer identified in 2.1 or 2.2, as acting in the position or office of such signing officer during his or her temporary absence is authorized to exercise the authority of the signing officer under this By-law.
AUTHORITY AND MANNER OF EXECUTION
3.1 Subject to any statutory requirement to the contrary, signing officers shall not execute any document unless its execution is authorized by by-law enacted by Regional Council and the administrative requirements of Part 4 of this by-law have been complied with in respect thereof. For greater certainty and without limiting the foregoing a by-law authorizing execution of a document includes:
(a) a by-law expressly or by implication authorizing the execution of the document and without limiting the foregoing includes by-laws referred to in sections 3.3 and 3.4 of this by-law;
(b) a by-law confirming the proceedings of Regional Council that confirms a resolution, including a resolution adopting a Committee recommendation, which expressly or by implication authorizes the execution of the document;
(c) the Purchasing By-law to the extent that it authorizes the making of purchase orders, contracts and agreements for the purchase of goods and services;
(d) any by-law to define and determine the authority, duties and responsibilities of the Chief Administrative Officer of the Regional Corporation under which the Chief Administrative Officer is given authority to enter into contracts or agreements or to exercise any other authority on behalf of the Regional Corporation in respect of the documents that must be executed to give effect to such authority; and
(e) this by-law as it relates to documents listed in Schedule 1 of this by-law (routine documents) and documents executed under section 3.5.
3.2 The following rules shall apply to the execution of documents:
(a) Unless otherwise required by statute or this by-law, a document may be executed by the signature of one or more signing officers and when so executed the document may be endorsed with the words, "I /We have authority to bind the Corporation", or any similar words indicating the authority of the signing officer.
(b) Every signing officer shall ensure that his or her name and title is legibly printed beneath his or her signature.
(c) The seal of the Regional Corporation shall not be applied to a document upon execution unless it is executed by the signatures of two signing officers, one of whom shall be the Regional Clerk;
(d) A signing officer may cause a document to be executed electronically in accordance with any legal requirements in that connection, provided that the provisions of this by-law are otherwise complied with, subject to any necessary modifications. Without limiting the foregoing, where the signature of a signing officer or the electronic equivalent thereof is to be affixed to a document electronically, the signing officer may authorize another person to do so with respect to that particular document and not as a general delegation of the signing officer's authority.
3.3 The authority to execute documents shall include the following:
(a) Where a by-law authorizes the acceptance or execution of a contract or the making of an offer that upon acceptance becomes a contract, in addition to the execution of such acceptance, contract or offer, the signing officers are hereby authorized to execute all documents required by the terms of the contract that are necessary to perform the contract or carry out the Region's obligations under it and any such by-law shall be deemed to include such authority;
(b) Where a by-law, including the Purchasing By-law, authorizes the making of any purchase or procurement of goods and services including without limitation, the acceptance of a tender or a submission under a request for proposals, the signing officers are hereby authorized to execute the contract documents and all other documents necessary to effect the purchase, procurement or award, and any such by-law shall be deemed to include such authority;
(c) Where a by-law authorizes the making of any application, or the commencement of any work, undertaking or project which requires any approval, the signing officers are hereby authorized to execute all application documents and supporting documents necessary for the making of the application or to apply for the required approval and any such by-law shall be deemed to include such authority; and
(d) Where a by-law authorizes the settlement of any legal action or other proceeding involving a claim made by or against the Regional Corporation, the signing officers are hereby authorized to execute such receipts, releases, indemnities, acknowledgments or similar documents necessary to effect the settlement provided that they have been approved by the Regional Solicitor or his or her designate and any such by-law shall be deemed to include such authority.
(e) Where a document on its face is subject to or is conditional upon approval, adoption or ratification by Region Council, the signing officers may execute the document before the document is so approved, adopted or ratified, provided that the document and its execution shall not be legally binding on the Regional Corporation until the by-law approving, adopting or ratifying the document or execution is enacted.
3.4 Where under a by-law a document is to be signed, or signed and sealed, but delivery is conditional, the signing officers are hereby authorized to sign, or sign and seal the document and deliver it when the conditions are fulfilled, or deliver it in escrow upon conditions.
3.5 When there is no regular meeting of Regional Council scheduled during a period of time that is more than 21 days after the date of the previously scheduled regular Council meeting, the signing officers designated under section 2.1 are hereby authorized to execute such documents as they deem to be reasonably required to carry on the business of the Regional Corporation.
4.1 Every document that is executed shall be assigned an execution reference number which shall be endorsed upon or affixed to the document, save and except for the following documents in which case an execution reference number need not be assigned:
(a) purchase orders;
(b) undertakings, certificates, declarations and similar documents, required for the completion of any transaction involving the purchase, sale or exchange of any interest in land other than agreements of purchase and sale, deeds, transfers, leases and agreements to lease; and
(c) forms under the Land Registration Reform Act, R.S.O. 1990, c.L.4, as amended, consolidated or replaced from time to time, for the registration of any documents that have already been executed on behalf of the Regional Corporation, in accordance with this by-law.
4.2 A Document Execution Record shall be completed in respect of each document executed in accordance with this By-law, other than those that do not require an execution reference number under 4.1, that shall set out at a minimum the following:
(a) the execution reference number of the document to which it relates;
(b) a brief description of the nature of the document;
(c) the names of all parties to the document, other than the Regional Corporation;
(d) the Council resolution number or by-law number, under which execution is authorized;
(e) the name, position and signature or initials of the initiator responsible for initiating the completion of the Document Execution Record and distributing executed documents;
(f) a statement signed by an approval authority or signing officer of the Regional Corporation whose name and position shall appear thereon that:
(i) he or she is authorized to approve documents for execution;
(ii) he or she has reviewed the document;
(iii) legal advice as to the form and content of the document has been obtained where reasonably necessary or appropriate; and
(iv) and that to the best of the approval authority's knowledge and belief, the document reflects the terms and conditions that are necessary and reasonable to achieve the intent and purpose for which it was created;
(g) the effective date and expiry date of the document, if any;
(h) if delivery of an executed document is conditional, the conditions and arrangements for delivery.
4.3 All documents to be executed shall be prepared in a sufficient number of identical originals to permit at least one executed original to be retained by the Regional Corporation.
4.4 The initiator shall arrange for the execution of such documents by the appropriate signing officers.
4.5 All documents shall be kept by the initiating department unless otherwise directed by the Regional Clerk.
4.6 The initiator shall be responsible for distribution of the executed document.
4.7 The Regional Clerk shall approve the form of the Document Execution Record, prepare and circulate procedures, and ensure that a registry of documents executed is kept for the purposes of this by-law.
REPEAL OF PREVIOUS BY-LAWS
5.1 By-law 81-88 as amended by By-law 88-89 and By-law 57-89 as amended by By-laws 17-90, 60-90, 29-92 and 140-92 and any other by-law inconsistent with this by-law to the extent of the inconsistency, are hereby repealed.
5.2 Despite the repeal of the by-laws mentioned in subsection 5.1 the valid execution of any document under the authority of any one of those by-laws prior to the date that this by-law takes effect remains valid.
5.3 This By-law shall come into effect on January 1, 2002.
READ THREE TIMES AND FINALLY PASSED IN OPEN COUNCIL this 6th day of December, 2001.
Schedule 1 to By-law Number 39-2001
Being a By-law Governing the Execution of Documents on behalf of The Regional Municipality of Peel (Routine documents)
In addition to the signing officers designated under section 2.1 of this by-law, The documents listed in Column 1 may also be executed by the officers or employees of the Regional Corporation holding the office or position shown opposite in Column 2.
|1.||Applications to any Federal or Provincial Government department, ministry, agency or fund for compensation, funding or other forms of subsidy related to any Regional programs, operations or approved capital project, and subsequent submissions, declarations or representations required for processing the application or the receipt of funds.||The Commissioner who is responsible for the program, operation or capital project to which the application relates.|
|2.||Documents permitted or required under the Sewer Use By-law in force from time to time including Qualitative Sewer Surcharge Agreements and Program Agreements.||Commissioner of Public Works|
|3.||Agreements relating to the supply of water or sewer services within the Regional area.||Commissioner of Public Works|
|4.||Agreements providing for the control of access, ingress and egress to and from Regional roads.||Commissioner of Public Works|
|5.||Agreements and other documents permitting underground pipe crossings of lands used for railway purposes.||Commissioner of Public Works|
|6.||Any of the following documents in subsections 6(1) to 6(6) inclusive provided that the total consideration, excluding applicable taxes and fees of an administrative nature, to be paid or a reasonable estimate of cost of the obligations to be incurred by the Regional Corporation does not exceed $25,000 or where a leasehold is involved $25,000 per annum:|
|6(1)||Agreements permitting the Regional Corporation or its contractors to enter upon land for any of the purposes of the Regional Corporation;||The Commissioner of Public Works or The Commissioner of Housing and Property|
|6(2)||Agreements of purchase and sale and all deeds and transfers, for the purchase, or exchange of any interest in land required for any approved capital project or required as a condition of approval imposed in connection with any application under the Planning Act;||The Commissioner of Public Works or The Commissioner of Housing and Property|
|6(3)||Documents permitting encroachment on easements and other lands vested in the Regional Corporation which are not part of a public highway, including encroachment agreements and the release and abandonment of easements;||The Commissioner of Housing and Property or the Commissioner of Public Works|
|6(4)||Agreements to lease and leases of premises required for Regional purposes and agreements to lease and leases of premises to be temporarily disposed and any notice of lease.||The Commissioner of Housing and Property|
|6(5)||Any conveyance by deed or transfer including easements.||The Commissioner of Housing and Property.|
|6(6)||Facility licence or rental agreements for occupancy of space on a short term basis for the purposes of the Regional Corporation, such as staff meetings, public meetings and open houses and for the occupancy of Regional lands or premises on a short term basis by others, such as the use of meeting rooms, the council chambers, motion picture and television locations.||The Commissioner of Housing and Property or the Commissioner of the department responsible for the event.|
|7.||Contracts or agreements for the construction or the installation of any works in the nature of road works, water and waste water works, and works related to the collection, disposal, reuse or recycling of waste provided that the procurement of the goods and services in question has been approved in accordance with the Purchasing By-law.||Commissioner of Public Works|
|8.||Agreements imposed or required in satisfaction of any condition of approval under the Planning Act in connection with the development of land including subdivisions, site plans and rezonings.||The Commissioner of Planning|
|9.||Releases of agreements imposed or required in satisfaction of any condition of approval under the Planning Act, in connection with the development of land||The Commissioner of Planning|
|10.||Agreements for the purchase of services from physicians, nurses and other health care professionals for approved programs of the Health Department.||The Commissioner of Health|
|11.||Financial assurance agreements for approvals or orders relating to private sewage disposal under the Environmental Protection Act.||The Commissioner of Health|
|12.||Agreements relating to the admission of persons to long term care facilities operated by the Region, including both permanent and temporary admissions (respite).||The Commissioner of Health, or the Director of the Seniors Services Division or the Administrator of the Long Term Care Facility to which the person is being admitted|
|13.||Agreements for the provision of day care services under approved programs of the Social Services Department.||
The Commissioner of Social Services or the Director of Children's Services
|14.||Agreements for the provision of services to the Regional Corporation in respect of clients under the Ontario Works Program.||The Commissioner of Social Services|
|15.||Purchase of Service Agreements with all agencies receiving grants from the Regional Corporation.||The Commissioner responsible for the program for which the agency supplies the service.|
|16.||Receipts, releases, indemnities, minutes of settlement and other documents required for the settlement or compromise of any claim, demand, action or other proceeding brought or made by or against the Regional Corporation where the proceeds of the settlement do not exceed $100,000 and the document has been approved by the Regional Solicitor.||The Commissioner of Finance and Treasurer, or The Commissioner responsible for the program in respect of which the claim, demand, action or other proceeding arose|
|17.||Acknowledgments of the status, term and conditions of any lease under which the Regional Corporation is a tenant. Notices pursuant to Tenant Protection Act where Regional Corporation is the landlord.||The Commissioner of Housing and Property or the Director of Property Services|
|18.||Consents and Waivers of Notice relating to an application for registration under the Land Titles Act.||The Commissioner of Public Works or the Commissioner of Housing and Property.|
|19.||Forms under the Land Registration Reform Act for the registration of any documents that have already been executed on behalf of the Regional Corporation.||The Director of Legal Services or Senior Legal Counsel or an Associate Regional Solicitor or Title Searcher/Conveyancer|
|20.||All applications on behalf of the Regional Corporation for entry or removal of a notice or caution of any kind, an inhibiting order, reference plan or similar registration of any kind in the Land Registry Office.||The Director of Legal Services or Senior Legal Counsel, or an Associate Regional Solicitor|
|21.||Agreements for the exchange or release of information which comply with the requirements of the Municipal Freedom of Information Act and Protection of Privacy Act.||The Director of Legal Services or Senior Legal Counsel, or an Associate Regional Solicitor|
|22.||Undertakings, certificates, declarations and similar documents, required for the completion of any transaction involving the purchase, sale or exchange of any interest in land other than agreements of purchase and sale, deeds and transfers, leases and agreements to lease.||The Commissioner of Housing and Property or the Director of Property Services, or The Director of Legal Services or Senior Legal Counsel, or an Associate Regional Solicitor or Title Searcher/Conveyancer|
|23.||Contracts of employment (whether by letter or other formal document) other than collective agreements.||The Director of Human Resources or the Commissioner, Director or Manager of the department, division or section to which the employee is to be assigned|
|24.||Rent Supplement Agreements with landlords and related tenancy agreements under the Social Housing Reform Act, 2000||The Commissioner of Housing and Property|
|25.||Special Event Contracts and Paid Duty Agreements for the provision of Ambulance Services.||The Commissioner of Corporate Services|
|26.||A purchase order in the form prescribed by purchasing procedures established under the Purchasing By-law.||The Commissioner of Finance and Treasurer or the Director of Financial Services, or the Manager of Purchasing, or an employee in purchasing authorized by the Manager of Purchasing, or any person authorized by the Manager of Purchasing in accordance with an approved delegation of authority under the Purchasing By-law|