Introduction
This policy applies to all Contracts to which the First Nations University of Canada (“FNUniv”) is a party or that creates an obligation on the part of FNUniv. Contracts must be entered into only by employees of the FNUniv and this policy communicates the principles and behaviours that FNUniv employees are expected to demonstrate when carrying out FNUniv business transactions through legally binding contractual agreements.
This policy is one element in the FNUniv’s system of internal control. Financial controls provide guidance on the authorization of transactions and activities, segregation of duties, and adequate safeguards over access to and use of assets and records which collectively mitigate risk.
Purpose:
- To ensure a consistent framework to safeguard the FNUniv’s assets through contract signing authority and delegation of authority, where appropriate.
- To provide clarity of roles and responsibilities which ensures appropriate risk mitigation and effective, efficient, and transparent use of the FNUniv’s resources.
- To ensure the FNUniv complies with all reasonable requirements from external agencies, such as funding agencies.
- To ensure all contracts undergo authorized review prior to execution.
- To ensure clear and transparent framework and processes are established and maintained for the exercise of contract signing authority and for the delegation of signing authority to persons authorized to enter contractual commitments on behalf of the FNUniv.
Scope
This policy applies to all employees of FNUniv and Board of Governors.
Definitions
Content Expert – Finance – means employees from the Finance Department who accountable for financial oversight. Typically the VP Finance, Director Finance or designate.
Content Expert – Human Resources – means employees from the Human Resources (“HR”) Department accountable for human resource oversight. Typically the Director Human Resources or designate.
Content Expert – Legal – means employees accountable for legal or FNUniv’s legal counsel. Typically this VP Finance, Director of Finance or designate.
Content Expert – Technology – means employees from the Information Technology Department accountable for IT oversight. Typically the VP Finance, Director Finance or Manager Technology or designate.
Contract – means an agreement between FNUniv and another party that is intended to have a binding obligation and/or legal effect. Contracts contain the terms and conditions under which goods, services, or other considerations of value are provided by either party. Effective contracts provide a common understanding and the essential terms and mutual obligations defined within the agreement that exist between the parties. In addition to formal documents commonly understood to be contracts, documents such as purchase orders, service agreements, leases, statements of work and letters or memoranda of agreement, understanding, and intent are contracts if there is a FNUniv interest at stake and something of value is exchanged.
Contracts Administrator – means an employee who is responsible for all the overall contract management process for all contracts.
Contracts Initiation Form (“CIF”) – the form that is completed by the Contract Owner (or delegate) that includes the contract risk assessment and corresponding sections of accountability such as HR, finance, legal and IT. This form is reviewed, approved, and signed by both the Contract Owner and Delegated Authority once completed indicated that all risks have been appropriately addressed and contract creations/review is appropriate.
Contracts Management Process – the process for initiating, developing, reviewing, managing, and ending contracts at FNUniv. The key steps in the process are the following:
- Initiation – Complete the CIF including preparing the risk assessment and ensuring approvals are obtained.
- Development – draft contract, complete required compliance activities with Content Experts and others.
- Acceptance – contract is securely executed, stored, and maintained.
- Management – Manage and report on contract service delivery, payment, and performance.
- Expiry – Perform final contract analysis, document learnings, and close contract.
Contract Owner – employee is the initiator and relationship manager for each individual contract. This person is ultimately accountable to ensure their specific contract is initiated, developed, managed and the expiry is executed appropriately. Main relationship manager and negotiator for the contract.
Delegated Authority – individual who reviews and approves CIFs and contracts for the Contract Owner. Typically the senior manager within the department the Contract Owner works in who also has budget authority (for example, a Vice President or Assistant Director).
FNUniv – means First Nations University of Canada.
Standard Contract – means any agreement made using FNUniv approved standard contract template. Standard contract templates include:
- Revenue Contract – A contract or agreement prepared by FNUniv whereby FNUniv will receive funds for any reason. Examples of Revenue Contracts are Industry Service Agreements, Research Grants, Facility Access Agreements, Facility Rental Agreements, property leases, and Donation Agreements.
- Fee for Service Contract – A contract or agreement prepared by FNUniv involving a purchase order, or any other type of agreement whereby FNUniv commits to purchase, rent, or lease goods, services, or real property.
- Employment Contract – an agreement or term of hire between an employee and employer detailing the rate of pay, benefits, job expectations, etc.
- Third-Party Contract – a contract prepared by a third-party and presented to FNUniv. This contract could be a revenue, fee for service, or other type of contract.
Policy Statements
The Board may delegate to the President, Vice-Presidents, or other employees of the FNUniv signing authority and responsibility for matters necessary for the management of day-to-day operations. The FNUniv Board has approved a delegated contract signing and delegated signing authorities. A position that is supervisory to a position that has been delegated signing authority in respect of a contract from the Board also has the authority to sign that contract. For example, if the Board has delegated authority to a Vice President, the authority to sign the contract will also exist for the President.
The policy states the FNUniv shall ensure, in all its business dealings conducted through the use of a legally binding contractual agreement, that:
- The Contract is properly documented in writing.
- The benefits accruing to FNUniv under the Contracts’ terms outweigh the risks assumed by entering into the Contract.
- The parties to the Contract are able to meet their obligations within the terms of the document. While this applies to all of FNUniv’s obligations, in recognition of the nature of University activities, FNUniv will be particularly vigilant in its management of intellectual property, confidentiality, and privacy issues.
- Staff must comply with all University policies, guidelines, and procedures relevant to a given transaction, including, but not limited to: the Procurement Policy, purchasing policies, intellectual property requirements, indemnification and insurance, employment standards, collective agreements, and educational policies.
- The contract and Contract Initiation Form (“CIF”) must be reviewed and signed by the Contract Owner and Delegated Authority in accordance with the procedures set out in the Execution of Contracts – Procedure Statement.
Roles and Responsibilities
Board of Governors
- Sign contracts in alignment with the Delegated Contract Signing Policy.
- Under the Delegated Contract Signing Policy, the Board signs all contracts over two hundred thousand dollars ($200,000). Further details are included in the Delegated Contract Signing Policy.
- Delegate authority to the President for the signing of contracts under $200,000 in accordance with the Delegation of Authority Policy and the Signing Authority Policy.
President
- Approve each of the four Standard Contract templates.
- Ensure a process is in place for the initiation and signing of all Contracts.
- Sign CIFs and contracts in accordance with the Delegated Contract Signing Policy, as well as contracts of heightened risk as determined by the risk assessment on the CIF.
- Delegate signing authority for Contracts (“Delegated Authority”) to the Vice Presidents or Associate Directors, based on which department the Contract Owner belongs to/departmental budget impacted by the contract.
Vice Presidents & Associate Directors
- This position provides services and guidance to FNUniv in relation to the identification, qualification, and execution of external business opportunities. Duties include:
- i. If considered the Delegated Authority (i.e. the person responsible for the Contract Owner/related budget area), they are responsible for reviewing and signing the CIF and contract with the Contract Owner.
- ii. Ensure that no work, project, or employment begins by an individual or contractor/service provider prior to their start date without a signed Contract in place. Verbal offers cannot be made.
- iii. If designated by the President pursuant to the Signing Authority Policy, sign Contracts under $100,000.
Contracts Administrator
- This position is responsible for the overall contract management process for all contracts, which includes ensuring that the process, templates, records management, training, and analysis is appropriate, timely, and complete.
Contracts Owner
- An employee who is ultimately accountable to ensure their specific contract is initiated, developed, managed and the expiry is executed appropriately. Main relationship manager and negotiator for the contract.
Finance
- Review contracts for compliance with applicable finance policies, financial and operational risks, conflicts of interest, etc. They advise and certify that their specific areas of organizational accountability are appropriately addressed and protected.
- Ensure no payments are made through payroll or accounts payable without a signed Contract in place.
- Sign CIFs and contracts if contracts have heightened risk as determined by the risk assessment on the CIF.
Human Resources
- Review contracts for compliance with FNUniv HR policies, Collective Bargaining Agreements, applicable employment laws, pay scales, etc. They advise and certify that their specific areas of organizational accountability are appropriately addressed and protected.
- Ensure that no employee begins their employment without a signed Contract in place.
Legal
- Review contracts for compliance with applicable FNUniv policies, governing documents, laws and regulations, etc. They advise and certify that their specific areas of organizational accountability are appropriately addressed and protected.
- This role may be fulfilled by the VP overseeing legal or external counsel.
Technology
- Review contracts for compliance with FNUniv IT policies, technology-related risks such as cyber, data, privacy, etc. They advise and certify that their specific areas of organizational accountability are appropriately addressed and protected.
Consequences for Noncompliance
Contracts which are not properly authorized and signed in accordance with this Policy will not legally bind FNUniv and could be reduced or not honoured. In certain cases, the individual signing the Contract may incur personal liability, and/or may be subject to discipline by FNUniv, including up to termination of that individual.
(the good path through life)