Policies and Reports
University of Saskatchewan Policies
|Category:||Operations and General Administration|
|Responsibility:||Vice-President (Finance and Resources)|
|Authorization:||Board of Governors|
|Approval Date:||June 24, 2007; amended March 7, 2008 and May 11, 2010|
This Policy concerns University contracting and the delegation of authority to contract on behalf of the University. It reflects the commitment of the University to the proper management of and accountability for the resources of the University. Compliance with the Policy will assist in safeguarding University resources through the application of consistent management practices and controls in the contracting process.
This Policy applies to all contractual arrangements to which the University is a party, including, without limitation, contracts involving the University's administrative units, academic departments, its unincorporated entities and institutes.
This Policy designates the positions within the University structure which carry the authority to approve and sign contracts on behalf of the University. To ensure accountability and proper management of resources, it specifies responsibilities of those who are authorized to approve and sign contracts on behalf of the University.
Only those persons authorized by this Policy may enter into contracts on behalf of the University (herein a "Delegate").
A. CONTRACT SIGNING AUTHORITY
All University staff and persons acting on behalf of the University share in the overall responsibility for the sound stewardship of University finances and resources and each has a responsibility to be aware of and to comply with related University Policies, control procedures and practices.
A member of the University staff or a person acting on behalf of the University who develops a contract or recommends that the University enter into a contract (herein, "proponent") is required to take all reasonable steps to ensure the sound stewardship of the University's interests and resources, which include trust funds and public funds. The University expects proponents and all others who may be involved in the contracting process on behalf of the University to act ethically and diligently in carrying out their fiduciary responsibilities to the University. The proponent of a contract providing revenues/grants to the University has the responsibility of providing Financial Reporting, Financial Services Division with a copy of the signed contract.
No person may enter into arrangements purporting to bind the University to contractual obligations unless he/she has been granted authority to do so pursuant to this Policy (herein referred to as a "Delegate"). Except as provided in Part E, a Delegate may not sub-delegate. Provided a Delegate's position is vacant, a person appointed by the University to act in that position shall have all the rights and responsibilities of a Delegate.
If there are circumstances suggesting non-compliance, irregularity or impropriety relating to the matters addressed in this Policy, subject to following PROVISO, the Vice-President (Finance and Resources) is to investigate and take the appropriate action to ensure accountability for the sound stewardship of funds and resources of the University. PROVISO: Recognizing that standard business practices include the use of computerized acquisitions systems and contracting by electronic means, provided a contract proponent/Delegate complies with the applicable duties set out in this policy and with other applicable University policies, such as the Procurement and Solicitation of Competitive Bids policy. Procurement staff in Purchasing Services and Facilities Management Division and acquisitions staff of the University Library and Bookstore will not be held responsible for non-compliance with signature requirements of this policy if acquisition contracts are concluded:
a. using computerized acquisition systems of the procurement/acquisition staff member's department/unit or, provided processes and policies approved in writing by the applicable Director/Manager, or if acquisition contracts are concluded on line by clicking an electronic button to signify acceptance; or
b. according to processes or policies approved in writing by the Director/Manager of theprocurement staff's department.
The execution of an on line contract through the use of a Delegate's electronic signature shall only be undertaken with the explicit consent and approval of that Delegate.
B. VALIDITY OF CONTRACTS
To enter into a binding contract with the University, all persons, firms and corporations must contract in the manner provided by this Policy and in accordance with contract law. This applies equally to those who seek to contract with the University and those who seek to contract on behalf of the University.
An arrangement purporting to be contractual, but which was not approved or signed by Delegates (herein, an "arrangement"), may be ratified and approved on behalf of the University by Delegates authorized to enter into contracts of that type, if deemed advisable in the discretion of the Delegates. The University shall not be bound by an arrangement or obligated to ratify it, whether there has been performance, part performance or otherwise.
Ratification of an arrangement shall only bind the University if it is in writing, signed by Delegates authorized herein to enter into contracts of that type.
Arrangements that are not ratified and approved by authorized Delegates shall not bind the University or create obligations the University is required to fulfil.
C. RESPONSIBILITY OF DELEGATES
A Delegate shall not take any part in contracting on behalf of the University if he/she has a conflict of interest or if it is reasonably foreseeable that a perception of a conflict of interest may arise.
Before a Delegate signs a contract, he/she shall ensure there are reasonable grounds to believe that all of the following conditions are met:
1. The proposed contract is in the best interest of the University, and accords with the University's Mission Statement and the Academic, Integrated and other plans established by the University from time to time.
2. It is fiscally responsible to enter into the contract. Written endorsement of a contract by a Dean, Department Head or other responsible official of a University administrative or academic unit, unincorporated entity or institute of the University (which endorsement may appear on or separate from the contract) signifies:
a. There is conceptual and operational support for the University to enter into the contract, and
b. There are sufficient human, physical and financial resources under the contract or within the University
administrative or academic unit, unincorporated entity or institute to meet the University's obligations under the contract.
3. The contract does not conflict with legislative or regulatory requirements, or with Policies, collective agreements or other legal obligations of the University, such as prior assignment of intellectual property rights.
4. Approvals have been obtained to comply with legislative and regulatory requirements and practices, procedures and Policies of the University, such as governmental authorities, Board of Governors, Council, Committees, etc. of the University. Appropriate consultation has occurred with University administrative units, academic departments, etc. units which may have an interest in the contract or matters arising in connection with the contract and with experts, such as legal and tax advisors.
5. Provision has been made for adequate indemnity, insurance and risk mitigation plans and appropriate consultation with Risk Management and Insurance Services has occurred.
6. Intellectual property interests, proprietary to the University, are appropriately protected in terms that conform with the University's Policies, collective agreements and existing legal obligations.
If a form to verify due diligence in the contracting process (a "due diligence document") has been prepared for the use of a proponent, it shall be completed by the proponent and submitted to Delegates with the contract. The due diligence document:
a. shall set out sufficient information to support informed decision-making by Delegates and to provide Delegates with assurance of accountability for the contracting process, including that the contract is not tainted by conflict of interest;
b. shall be retained in the records of the University department/unit primarily responsible for administration of the contract until the limitation period or periods for commencing any legal actions connected with or arising from the subject matter of the contract have expired.
Due diligence documents outlining the contract review and consultation process shall be in the form approved by a working group composed of the Vice-President (Finance and Resources) and the senior administrator of the unit promoting the contract, such as Dean of a College, Head of an Institute, Director of an administrative unit, etc. For ease of contract processing, the form may vary for each entity, type of contract or otherwise, as may be deemed advisable. The due diligence process, including the due diligence documents, will be subject to review by the Director of Audit Services.
D. CONTRACTS REQUIRING APPROVAL OF THE BOARD OF GOVERNORS
The Board of Governors is responsible to oversee and direct all matters respecting the management, administration and control of the University's property, revenues and financial affairs.
Pursuant to The University of Saskatchewan Act, 1995 (the "Act") the Board of Governors may enter into any contract deemed appropriate and within its jurisdiction. Contracts are deemed to be properly executed if signed in accordance with the Act.
A resolution of the Board of Governors, and if required by the Act, authorization from a governmental entity, is required for the University to enter into contracts of the nature described below:
1. Contracts for the purchase, sale or mortgage of land;
2. Licenses to use, leases and commitments of real property, facilities or resources of the University for a term exceeding 10 years, other than easements;
3. *Contracts having an anticipated cost to the University of $500,000.00 or more excepting (a) non-speculative futures contracts to acquire natural gas for utility services, (b) non-speculative hedging foreign currency and interest rate transactions and (c) acquisitions within normal operating expenditures and approved budget provisions;
4. Academic affiliation and federation agreements;
5. Collective bargaining agreements except grievance settlements, Letters of Understanding and all such other agreements pertaining to collective bargaining agreements entered into with union agents which, in the opinion of the Associate Vice-President Human Resources, do not materially alter collective bargaining agreements;
6. Bonds, debentures and securities issued by the University or agreements involving the borrowing of money or the guaranteeing of obligations;
7. Contracts having the potential to significantly impair the financial status of the University, contracts with the potential of material risk or onerous consequences, whether legal, financial, reputational or otherwise or contracts that are precedent-setting or involve sensitive issues.
8. Contracts reserved for the consideration of the Board of Governors by the University President, a Vice-President or the Board of Governors.
The following Delegates are authorized to sign contracts which have been approved by resolution of the Board of Governors:
Chair or Vice-Chair of the Board
*Any contract referred to in section 3 of this Part D may be executed by the Delegates listed above without resolution of the Board of Governors if it is within the budget approved by the Board of Governors for the project or acquisition.
E. OTHER CONTRACTS - AUTHORITY OF DELEGATES
In accordance with the terms and conditions of this Policy, except those contracts specified in Part D, the following Delegates are authorized to approve and sign contracts on behalf of the University:
For the Chair or Vice-Chair of the Board
For the Secretary of the Board
1For contracts relating to research and technology transfer activities having an anticipated cost to the University under $500,000
2 For contracts within the mandate of Purchasing Services having an anticipated cost to the University under $500,000
3 For contracts pertaining to Library acquisitions having an anticipated cost to the University under $500,000
4 For contracts pertaining to Bookstore acquisitions and re-sale having an anticipated cost to the University under $500,000
5 For contracts within the mandate of University Advancement having an anticipated cost to the University under $500,000
6 For contracts pertaining to employment matters having an anticipated cost to the University under $500,000 including Letters of Understanding with bargaining agents, grievance settlements and other agreements with union agents that, in the opinion of the Associate Vice-President Human Resources, do not materially alter collective bargaining agreements. The same Delegate may not provide both signatures on a contract.
7 For contracts using templates approved by Vice-President Finance & Resources having an anticipated cost to the University under $500,000. Appointment of a designate shall be by prior written authorization of the Dean/Head. The same Delegate or designate may not provide both signatures on a contract.
8 For contracts relating to pension/benefit activities having an anticipated cost to the University under $500,000
9 For contracts within the mandate of Facilities Management Division having an anticipated cost to the University under $500,000
Contact: Contracts Coordinator, Corporate Administration (966-6611)
Copyright 2007, University of Saskatchewan
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