Contract Management and Signing Authority Policy

Purpose

This Policy supports Contract Management at the University and will guide the development and implementation of Contracts. This Policy is intended to ensure:

• that there is sound stewardship of the University’s resources and assets through a University-wide framework of Contract signing authority and delegation of that authority where appropriate,
• that risk management processes are in place to support effective and informed decision-making,
• that roles and responsibilities are clarified so that administrators and others can manage their respective areas of responsibility effectively, efficiently and transparently.

Every individual signing a Contract on behalf of the University must understand that, in doing so, the individual is binding the University, not a department, a Faculty or an administrative unit.

Definitions

For the purposes of this Policy the following definitions apply:

“Budget Holder” means the individual(s) who are responsible for individual budgets at various departmental levels across the University.

“Budget Representative” means the individual(s) who are authorized by the Budget Holder to submit or approve expenses within an individual department level.

 “Contract” means any document, or other evidence, of an intention to establish a binding legal relationship between the University and one or more third parties.

“Contract Implementer” (“CI”) means the individual or department that initiates a Contract, receives a good, service, or other benefit, pursuant to the Contract, and/or is responsible for meeting obligations under the Contract. A Contract may have multiple CIs, and one will be designated by the Signing Authority to serve as Requester.

“Contract Life Cycle” is the period of time commencing upon initiation of a Contract and ending the day after all University obligations have been fulfilled or expired.

 “Contract Management” means the set of activities required to properly manage contractual commitments to and from third parties and includes the management of pre-Contract diligence, negotiation, and implementation activities.

“Expenditure” means all amounts disbursed from the University, including amounts pursuant to a Financial Contract.

“Financial Contract” means any document, process, or any other evidence that records an intention to establish a monetary obligation between the University and one or more third parties (e.g. the procurement of goods and services through a purchase order, or a grant or gift agreement for incoming funds).

“Functional Approval Authority” means a member of SLT with delegated responsibility to review and approve Non-monetary Contracts and non-monetary commitments.

“Legal Review” means a review of a draft Contract by the University General Counsel or delegate to ensure that:

• The Contract Implementer is made aware of the risks and obligations associated with a Contract prior to signing;
• The terms of the Contract will not subject the University to an unacceptable level of liability or risk; and
• The Contract does not contain unacceptable legal commitments.

“Non-monetary Contracts” means a Contract with no Value, such as an academic agreement, the establishment of a partnership or similar arrangement, or an employment agreement.

“Requester” means a responsible individual designated by a Signing Authority, normally a Budget Holder or Budget Representative, with authority to assess whether the commitment meets the objectives of the University, and ensure that the commitment complies with all University policies.

“Signing Authority” means the individual(s) with direct or delegated authority to approve a Contract in accordance with the Signing Authority Procedure and sign the agreement on behalf of the University.

“Sponsor” means the provider of funds for research activities, including both external and internal sources.

Scope and Authority

This Policy applies to all Contracts.

The Vice-President, Administration, or successor thereof, is the Policy Owner and is responsible for overseeing the implementation, administration and interpretation of this Policy, in consultation with the General Counsel.

Policy

Under the University of Ontario Institute of Technology Act, 2002, the Board may delegate to the President, Vice-Presidents, or other employees of the University signing authority and responsibility for matters necessary for the University’s day-to-day operations.

Contracts will be in writing and signed by the Signing Authority or permitted delegate as provided in sections 8, 9 and 10 below.

All Contracts are to be entered into in the legal name of the University of Ontario Institute of Technology.

The President is authorized to execute any Contract on behalf of the University except in the following circumstances:

1. Where the President’s authority to deal with the subject matter of the Contract is limited by Board by-law, resolution or policy; or

2. Where the authority to execute the Contract has been specifically delegated in another Board by-law, resolution or policy.

The President may delegate this signing authority to other University employees but will remain accountable to the Board of Governors for all Contracts executed by such delegates. The nature and scope of such delegation from the President, including approval requirements, will be set out in procedures issued by the President.

The President and Vice-Presidents may sub-delegate temporarily the signing authority given to them under any Board by-law, resolution or policy for the duration of any absences from the University, or permanently according to criteria set out in the procedures issued by the President. Holders of restricted funds (research, endowment spending and other trust funds) may temporarily delegate signing authority.

1. Signing authority is conferred upon Vice-Presidents, Deans, Chairs or Directors of Faculties/Departments to make expenditures within the amounts and scope of the accounts allotted to them in the University’s operating budget through publication of the operating budget (with the exclusion of the Series ‘A’ Debenture), as approved by the Board of Governors of the University.

Individuals who are not designated as a Signing Authority under this Policy or the associated Procedure, and do not have a written delegation of authority, are not authorized to sign a Contract on behalf of the university.

The Vice-President, Administration is responsible for establishing and overseeing the application of procedures for effective financial management and control to enable senior administrators and others with financial responsibility to execute their responsibilities appropriately. Procedures are set out in the Signing Authority and Approval of Expenditures Procedures.

Contract Management

1. The Signing Authority will be responsible for ensuring that all Contracts they execute comply with policies and procedures relating to the negotiation, review and execution of Contracts.

2. Contracts will be developed and managed in accordance with applicable University policies and procedures.

3. Contracts will be in writing and signed by the Signing Authority or permitted delegate.

4. Each Contract will have at least one designated Contract Implementer assigned by the Signing Authority.

   1. A Contract Implementer may manage a Contract above their Signing Authority limit, and fill the role of the Requester under associated procedures, however the Contract Implementer cannot sign Contracts or approve and Expenditure on items with a Value that exceeds their financial authority as set out in section A.2 of the associated Procedure.

   2. Where a Contract Implementer is not assigned, the Signing Authority becomes the Contract Implementer for the purposes of this Policy.

Responsibilities and Accountabilities

1. The Signing Authority has overall responsibility for Contract Management within their organizational area. Specifically, the Signing Authority is responsible for:

   1. Establishing the goals, objectives and/or requirements giving rise to a potential Contract;

   2. Verifying that entering into a Contract is the best path to the fulfilment of the goals, objectives or requirements identified;

   3. Assigning a Contract Implementer and providing direction to the Contract Implementer throughout the Contract Life Cycle;

   4. Assessing the potential risk associated with the Contract in order to:

      • Identify risks that will need to be mitigated in the Contract or otherwise; and

      • Determine whether the potential benefits and/or liabilities are reasonable given the purpose of the Contract.

   5. Identifying and completing any diligence required, including seeking approval from any applicable Functional Approval Authority;

   6. Negotiating the terms and conditions of the Contract to ensure it is favourable to the University and meets the identified objectives;

   7. Determining if the Contract Implementer is able to meet the obligations within the terms of the Contract and that the other party(ies) is/are reasonably likely to meet their obligations;

   8. Using the Legal Review of Contracts Procedures, identifying whether a Legal Review is required and ensuring that it has been obtained prior to the Contract being approved;

   9. Ensuring the Contract complies with University policies and procedures, relevant legislation and applicable Sponsor terms and conditions; and

   10. Managing the execution and administration of the Contract to ensure all obligations under the Contract are effectively met.

   11. Ensuring that other affected parties at the University are aware of the Contract and the impact it will have upon their work.

Contract Approval and Execution

1. The Signing Authority will approve the content of all Contracts prior to executing the Contract on behalf of the University.

Monitoring and Review

This Policy will be reviewed as necessary and at least every three years.  The Vice-President, Administration is responsible, for monitoring and reviewing this Policy.

Relevant Legislation

University of Ontario Institution of Technology Act, 2002, S.O. 2002, Chapter 8, Schedule O, as amended from time to time.

Related Policies, Procedures & Documents

Signing Authority and Approval of Expenditures Procedures

Legal Review of Contracts Procedure 

Policy on the Internal Use of Research Funds

Procurement Policy and Procedures

Expenses Policy and Procedures

Gift Acceptance Policy

Conflict of Interest in Research Policy

Ethical Conduct Policy

Procedure to Address Conflicts of Interest

Intellectual Property Policy

Policy and Procedures on the Over-Expenditure of Research Funds