Approval and Execution of Contracts and Services

1. Introduction

The Loyalist College Financial Matters Board of Governors Policy states that: Any contracts and invoices committing the College to expenditures of greater than $1.5 million require approval of the Board. Any contracts and invoices committing the College to less than $1.5 million in expenditures shall be signed by the President or designate as required in this operational policy. Loyalist College has a responsibility to ensure that its goods and services, including construction, consultation services and information technology are acquired through a process that is open, fair and transparent. The process must align to the government of Ontario’s guidelines, standards and legislations.

2. Purpose

All College staff and persons acting on behalf of the Loyalist College must ensure sound stewardship of resources and provide consistent accountability for financial and non-financial transactions throughout the College. The purpose of this policy is to provide clarity of roles and responsibilities and ensure that a clear and transparent signing authority framework is established and maintained across the College. This policy will:

• specify who in the College may sign which contracts;
• specify who in the College may approve invoices for payment; and
• ensure all commitments undergo authorized review and approval prior to execution.

3. Application

This policy applies to contracts entered into by Loyalist College, and all invoices paid by Loyalist College except contracts related to employee hiring, and student reports/student performance contracts.

4. Policy

All College staff and persons acting on behalf of Loyalist College share in the overall stewardship of financial resources and each person has a responsibility to understand and comply with the College’s Policies, Procedures and methods of internal control.
No person is authorized to sign or approve any contract that creates an obligation or undertaking on behalf of the College unless the individual has signing authority authorized by this policy.
Invoices must be authorized in accordance with the Invoice Signing Authority as outlined in this policy.
The Board of Governors may delegate its authority to sign Contracts or approve invoices through a policy of the Board.
This policy exists to delegate signing authority within the control of the College. Outside agents may dictate alternative signing arrangements. When such arrangements push down signing authority levels below what is contained in this policy, the College policy shall prevail.

• 4.1 Contract Signing Authority
  • Every individual signing a Contract on behalf of the College is binding Loyalist College, not just an individual department, school, or research project.
  • In regards to exercising the Contract Signing Authority granted under this policy, the Signing Officer is responsible for ensuring that:
    • the College can meet its obligations resulting from the Contract;
    • no evidence exists that the contracting party will default on its obligation to the College;
    • risks and liabilities presented by the Contract have been addressed;
    • the benefit of the Contract to the College is clear and demonstrable;
    • the Contract complies with labour legislation, collective agreements, tax legislation, or other legislation and regulatory requirements, and applicable college policies including the Procurement Policy;
    • required consultation, review, or approval has been completed before the Contract is signed;
    • any proposed Contract, which in the Signing Officer’s judgment presents as an unusually high level of risk to the College and involves precedent setting issues, or the nature of which might be reasonably seen to have an adverse effect on the College beyond its normal day to day operation is brought to the attention of the Vice-President or Executive Director of the unit prior to execution of the Contract. This discussion should be documented, signed off by the Vice-President or Executive Director, and filed with the Contract.Delegated Contract Signing Authority limits from the President as well as requirements to obtain proper approval of Contracts prior to signing are set out in the attached authority matrices.

Delegated Contract Signing Authority limits from the President as well as requirements to obtain proper approval of Contracts prior to signing are set out in the attached authority matrices.
Delegation of Contract Signing Authority to a certain position (the Delegate) also authorizes the individual to whom the Delegate reports to exercise that authority. Where a Designate is identified under this policy, a Signing Officer can delegate his/her signing authority. 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 college to the terms thereof for the categories below are outlined in the attached authority matrices.
A) Purchase of Goods and Services Contracts (Excluding Real Property)
B) Real Property Acquisition, Disposition, and Leasing
C) Construction
D) Research Contracts
E) Revenue Generating Service Delivery Contracts
F) Academic Contracts
G) Advancement and Development Contracts
H) Other Contracts

• 4.2 Invoice Signing Authority
  • Each department and research or capital project is to designate an individual (for example, the department head, or project manager) who is authorized to spend the funds within the department or project as deemed appropriate, within the purpose for which the budget or revenue was received. The spending of these funds shall adhere to all applicable College policies and must comply with terms and conditions of granting agencies and/or donors if applicable.
  • The Signing Officer is responsible for ensuring that:
    • sufficient funds are available in the unit’s budget and/or funding project to cover the expenditure or that evidence of approval has been obtained to overspend;
    • the spending adheres to all applicable College policies, and if applicable, complies with terms and conditions of granting agencies and/or donors, including the College’s Procurement Policy and the Business Expense Reimbursement Policy; and
    • the expenditure is incurred for the purpose described and the goods / services have been received.
  • If the underlying Contract has been approved in accordance with this policy, 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 Executive Director or Vice-president.
  • If the Contract to purchase the good or service has not been executed in accordance with this policy, the invoice must be approved for payment in accordance signing authority limits outlined in Appendix A.
  • 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.
  • Where Invoice Signing Authority is delegated, responsibility remains with the designated individual for that department (for example, the department head, or Project Manager).

5. Non-compliance

Incidents of non-compliance with this policy must be referred to the Senior Vice-President Corporate Services & CFO. Non-compliance with this policy may result in disciplinary action. The Senior Vice-President Corporate Services & CFO will consult with Human Resources as applicable and will respect all collective agreements when considering disciplinary action in response to an incident of non-compliance.

6. Definitions

Academic Contract: An agreement for the pursuit of any academically related activity, within or outside the college premises including, without limitation, the establishment or management of an academic program, publishing contract, conference agreement, continuing education agreement, survey contract, and editing and copyright agreement.

Advancement and Development Contract: 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: The position that has been delegated the authority from the Board of Governors to commit the college to a contract. The individual will ensure that the contract is in accordance with approved college policies and procedures and that the benefit to the college is clear and demonstrable.

Contract: Any written agreement, 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 college.

Contract Signing Authority: The authority granted a position to execute formal documents, as defined under Contract, which binds the College contractually.

Contract Value: All work to build, renovate, replace, maintain, upgrade, repair and provide alterations to Loyalist College property, buildings, building systems, campus infrastructure (utilities systems) and grounds.

Construction: All work to build, renovate, replace, maintain, upgrade, repair and provide alterations to Loyalist College property, buildings, building systems, campus infrastructure (utilities systems) and grounds.
This section applies to any Contracts by which materials and services are purchased, rented and/or otherwise obtained for the purpose of and/or related to the Construction. It also includes the execution of Contracts with an Architect or Design Consultant, or Engineer for Construction and Renovation Projects.

Designate: 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: 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 between (normally) two institutions. Agreement document should note duration (normally minimum 1 term, maximum 1 year), 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: Entities that provide direct support, including financial or in-kind contributions, for Research at the college 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: The authority granted a position to approve an invoice for payment within the dollar limits authorized.

Joint Diploma/Degree Program: A program of study offered by two or more colleges 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 or diploma document.

Naming Agreement: A contract or document regarding the naming of physical property of the college or non-physical entities, units or devices under the control or oversight of the college such as Academic Units (including schools, departments, and research centres).

Purchase of Goods and Services Contracts (Excluding Real Property): These Contracts include purchase orders for goods and services including consulting services, marketing services, outside legal services, equipment leases, IT and software licenses, and maintenance agreements/ warranties. Purchase of all Goods and Services must comply with the College’s Procurement Policy.

Real Property Acquisition, Disposition, and Leasing: This includes any Contracts in which the college gains, sells or otherwise divests itself of rights in immovable property.

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.

Revenue Generating Service Contracts: A Revenue Generating Service Contract is 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. The requirements are specified by the “project owner” and the services are delivered by the “contractor” or “service provider.

Research Contract: A research agreement entered into or proposed to be entered into by the college in respect of Research or Innovation with conditions, and involves deliverables. For Research Contracts that include contractual commitments with other parties, those parties must also approve and authorize their commitment to the Contract.

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

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

7. Related Documents and Links

• Appendix A: Contract Review and Signing Authority
• Appendix B: Delegation of Signing Authority Form for all Contracts, Purchase Requests and Invoice Approvals