University Secretariat and Legal Counsel

University Secretariat and Legal Counsel

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Policy on Approval and Execution of Contracts and Invoices

Category: Finance

Approval: Board of Trustees

Responsibility: Vice-Principal (Finance and Administration)

Date: May 8, 2015
 

Purpose/Reason for Policy:

Pursuant to By-Law #4, the Board of Trustees may delegate its authority to sign Contracts or approve invoices through a policy of the Board.   

The purpose of this policy is:

  • To specify who in the university may sign which Contracts.
  • To specify who in the university may approve invoices for payment.
  • To ensure all commitments undergo authorized review and approval prior to execution.
  • To support the sound stewardship of resources and consistent accountability for financial and non-financial transactions throughout the university.
  • To ensure a clear and transparent signing authority framework is established and maintained across the university.
  • To provide clarity of roles and responsibilities.

 

Scope of this Policy:

This policy shall apply to Contracts entered into by Queen's University excluding those otherwise referenced in By-Law #4, and all invoices paid by Queen's University. 

Nothing in this Policy limits the authority of the Senate.  Contracts that are dependent on academic program approvals or other decisions falling under the jurisdiction of the Senate require that those matters, but not the provisions of the Contract itself, be approved by the Senate.  Persons signing such Contracts must ensure that all requisite approvals from the Senate have been obtained prior to execution or that execution is expressly subject to obtaining the necessary approvals of the Senate.  The Contract cannot bind the Senate to make any particular decision. 

 

Policy Statement:

No person is authorized to sign or approve any Contract that creates an obligation or undertaking on behalf of the university unless the individual has signing authority authorized by this policy. 

Invoices must be authorized in accordance with the Invoice Signing Authority as outlined in Section 2 of the Signing Authority Limits section of this policy. 

Binding the University to legal/contractual obligations is significant and involves considerable responsibility.  Non-compliance with required authorizations will be reviewed; consequences of non-compliance could include disciplinary action and/or suspension/revocation of signing authority.

 

Responsibilities:

All university staff and persons acting on behalf of the university share in the overall stewardship of financial resources and each person has a responsibility to understand and comply with the university's Policies, Procedures and methods of internal control.

Contract Signing Authority

In exercising Contract Signing Authority granted under this policy, the Signing Officer must be prepared to take responsibility:

  • That the university can meet its obligations resulting from the Contract;
  • That no evidence exists that the contracting party will default on its obligation to the university;
  • That risks and liabilities presented by the Contract have been addressed;
  • That the benefit of the Contract to the university is clear and demonstrable;
  • That the Contract complies with labour legislation, Collective Agreements, tax legislation, or other legislation and regulatory requirements, and applicable university policies including the Procurement Policy;
  • That required consultation, review, or approval has been completed before the Contract is signed;
  • That any proposed Contract, which in the Signing Officer's judgment presents an unusually high level of risk to the university, involves precedent setting issues or the nature of which might be reasonably seen to have an adverse effect on the university beyond its normal day to day operation is brought to the attention of the Vice-Principal of the unit prior to execution of the Contract.  This discussion must be documented, signed off by the Vice-Principal, and filed with the Contract.

Invoice Signing Authority

In exercising Invoice Signing Authority granted under this policy, the Signing Officer must be prepared to take responsibility:

  • That sufficient funds are available in the unit's budget to cover the expenditure or that evidence of approval has been obtained to overspend;
  • That the spending adheres to all applicable university policies, including Queen's Procurement Policy and the Travel and Expense Reimbursement Policy; and
  • That the expenditure is incurred for the purpose described and the goods / services have been received.

Signing Authority Limits

  1. Contract Signing Authority

    Delegated Contract Signing Authority limits from the Board of Trustees as well as requirements to obtain proper approval of Contracts prior to signing are set out in the attached signing authority matrices.  The requirement to consult or review Contracts with other units within the university is addressed in the applicable procedural documentation. 

    Every individual signing a Contract on behalf of the university must understand that, in doing so, he/she is binding Queen's University at Kingston, and not just an individual department, faculty, or research project. 

    Delegation of Contract Signing Authority to a certain position (the Delegate) also authorizes the individual to whom the Delegate reports to exercise that authority. A Signing Officer can delegate his/her signing authority only where a Designate is identified in the signing authority matrices.  The Signing Officer must follow procedures as outlined in the Delegation of Signing Authority Procedures to affect Contract Signing Authority delegation.  Delegated signing authority levels must be commensurate with job responsibility. 

    Where Contract Signing Authority is delegated, responsibility remains with the position named in this policy.

    Limits applying to the signing authority to enter into Contracts and to bind the university to the terms thereof for the categories below are outlined in the attached signing authority matrices.

    1. Purchase of Goods and Services Contracts (Excluding Real Property)
    2. Real Property Acquisition, Disposition, and Leasing
    3. Construction
    4. Research Contracts
    5. Revenue Generating Service Contracts
    6. Academic Contracts
    7. Advancement and Development Contracts
    8. Employment Contracts
    9. Other Contracts  
  2.  Invoice Signing Authority

    Each department and research or capital project has a most responsible individual (for example, the department head, the Principal Investigator, or Project Manager) who is authorized to spend the funds within the department or project as he/she deems appropriate, within the purpose for which the budget or revenue was received.

    The spending of these funds shall adhere to all applicable university policies and must comply with terms and conditions of granting agencies and/or donors.

    If the underlying Contract has been approved in accordance with Section 1 above (Contract Signing Authority), no dollar limit applies to Invoice Signing Authority as long as the amount is within the invoice signing authority's budget and/or funds are available. If funds are not available, approval to overspend must be obtained by the applicable Dean, Associate Vice-Principal, or Vice-Principal.  If the Contract to purchase the good or service has not been executed in accordance with Section 1 above, the Invoice must be approved for payment in accordance signing authority limits in Section 1.

    Invoice Signing Authority may be delegated. Delegation of Invoice Signing Authority to a certain position (the delegate) also authorizes the individual to whom the Delegate reports to exercise that authority. Delegated signing authority levels must be commensurate with job responsibility. The delegator must follow the Delegation of Signing Authority Procedures to affect Invoice Signing Authority delegation.

    Where Invoice Signing Authority is delegated, responsibility remains with the most responsible individual (for example, the department head, the Principal Investigator, or Project Manager).

 

Signing Authority Matrices

Definitions:

Academic Contract: means an agreement for the pursuit of any academically related activity, within or outside the university premises including, without limitation, the establishment or management of an academic program, publishing contract, conference agreement, survey contract, and editing and copyright agreement.  Academic Contracts do not include delivery of specialized contracts or training to outside organizations, nor do they include delivery of non-credit programs - i.e. programs which do not appear on university transcripts and are not Senate approved. 

Advancement and Development Contract: means a donation and/or donation-related agreement which involves a contract or document evidencing a gift of immovable or movable property and any instruments necessary or sufficient to affect receipt or transfer of the property. 

Approval Authority:means the position that has been delegated the authority from the Board of Trustees to commit the university to a contract. The individual will ensure that the contract is in accordance with approved university policies and procedures and that the benefit to the university is clear and demonstrable.

Casual Staff:  a Queen's employee with no guarantee of hours that works greater than 14 hours per week for a period not to exceed four months, or for greater than four months where the hours per week do not exceed fourteen per week or as defined under the respective collective agreements.

Collective Agreement: a written contract between Queen's and a union that outlines many of the terms and conditions of employment in a bargaining unit.  The terms and conditions are reached through collective bargaining between the employer and the union.

Contract:  means any written agreement, purchase order, contract, subcontract, letter of intent, letter of agreement, letter of understanding, memorandum of understanding, memorandum of agreement, lease, license, donor agreement, deed, grant, certificate, instrument, assignment, obligation, or any other document which creates an obligation or which may be binding upon the university. 

Contract Signing Authority: means the authority granted a position to execute formal documents, as defined under Contract, that bind the university contractually.

Contract Value: means the total dollar including the cash and in-kind commitments of a contract and or agreement, aggregated over its term and any contractually contemplated extension of its term, excluding all taxes and other charges.

Construction: means all work to build, renovate, replace, maintain, upgrade, repair and provide alterations to Queen's University property, buildings, building systems, campus infrastructure (utilities systems) and grounds.

Designate: means the individual who has been delegated authority by the Signing Officer, as granted under this policy, to sign a contract under his/her responsibility. Typically, the designate is a direct report of the Signing Officer.  In all cases, the Signing Officer remains accountable for the contract.

Employment Contract: means a contract for any employment appointment to a full time or part time position for any amount of compensation, including new appointments, transfers or promotions.

Exchange Agreement: covering terms of (normally balanced) exchange of faculty, student, academic and administrative staff, and/or post-doctoral fellows between (normally) two institutions. Agreement document must note duration (normally minimum 1 term, maximum 1 year), level (undergrad, graduate, etc.), details concerning credit transfer, means of application, registration, etc. Students are normally registered at home institution and pay fees to home institution only.

External Sponsor: means entities that provide direct support, including financial or in-kind contributions, for Research at the university and, by way of example, include entities such as the Federal Tri-Council Agencies, other Federal and Provincial funding agencies, and industry partners.

Invoice Signing Authority:  means the authority granted a position to approve an invoice for payment within the dollar limits authorized.

Joint Degree Program: a program of study offered by two or more universities or by a university and a college or institute, including an Institute of Technology and Advanced Learning, in which successful completion of the requirements is confirmed by a single degree document.

Real Property:  includes land, buildings, or space within a building.  Does not include rooftops or small sections of land or a building that are leased to house equipment such as telecommunications towers (such arrangements would be governed by the Purchase or Sale of Goods or Services, or Revenue Generating Service Contract signing authority matrices).

Research: includes a studious investigation or experimentation aimed at the discovery or interpretation of knowledge; the systematic collection or revision of knowledge or accepted theories in the light of new facts, or practical application of such new or revised theories; and the development and application of methodologies to increase knowledge and the practical application of knowledge to specific problems or circumstances.

Research Contract: means a research agreement entered into or proposed to be entered into by the university in respect of Research or Innovation with conditions, and involves deliverables.

Revenue Generating Service Contract:  a non-Research legally binding agreement setting out the terms and conditions associated with the provision of services to an external party in exchange for fair compensation associated with the provision of these services. The requirements are specified by the "project owner" and the services are delivered by the "contractor" or "service provider".  Revenue Generating Service Contracts include delivery of specialized contracts or training to outside organizations and delivery of non-credit programs - i.e. programs which do not appear on university transcripts and are not Senate approved.

Settlement agreements:  include all agreements or release agreements relating to settlement of complaints, grievances, arbitrations or mediations under collective agreements. 

Student employees:  Registered Queen's university students who perform non-academic work.

Signing Officer: means the position that has been delegated the authority from the Board of Trustees to bind the university contractually by executing (signing) a Contract.


Contact Officer: Controller -  Financial Services

Date for Next Review: May 2017

Related Policies, Procedures and Guidelines:

Policies Superseded by This Policy:  Queen's University Contract Signing Authority Policy - approved by the Board of Trustees October 2, 2009