1.38 Bucks County Community College Contract Signing Authority Policy
Scope
This Contract Signing Authority Policy (CSA) applies to any type of contractual agreement that obligates the College to provide or receive payments, services, goods, gifts or use of Bucks County Community College property, facilities or other resources, to or from a vendor or third party. Every contract is subject to this Policy regardless of whether it has been drafted by the College, a vendor, or a third party.
This Policy applies to all members of the College community.
Policy Statement
The College enters into contractual agreements each year with third parties that involve a wide array of activities. The purpose of this Policy is to establish the protocol that administrators and officers of the College must follow before entering into contracts that are intended to be binding upon the College.
Policy
The College will be bound only by written contracts to which the College is a party, that have been reviewed and approved in accordance with this Policy, and that have been executed by College officials who have specific contract signature authority. No single officer or employee of the College community has the authority to sign contracts on behalf of the College or any program, department or division of the College in the absence of a formal written delegation of authority. All contracts must contain a written statement that the persons signing on behalf of the College and on behalf of the other party has the authority to execute the agreement according to its terms on behalf of the parties.
Any contractual agreement, including any and all exhibits or attachments thereto, binding the College, with an annual value in excess of $100,000, must be reviewed and approved in writing by the Board designated solicitor prior to execution by College administrator. Any amendment or revision to an existing contractual agreement which may increase the value of the agreement to exceed $100,000 must also be reviewed and approved in writing by the Board designated solicitor. In addition, while a contract may appear not to bind the College to financial obligations (e.g., the contract is for services or equipment provided without charge to the College), there may be substantial financial obligations or liabilities inherent in the arrangement (e.g., indemnification and insurance obligations in the event of an injury to persons or damage to property). Therefore, in determining whether the Board designated solicitor must review an agreement, the form of the agreement or the amount the College must pay is not dispositive; rather, it is whether the terms to which the College must agree include any financial obligations or potential liabilities, including but not limited to those described above.
Except where a specific written exception applies which is approved by the Board of Trustees, the following requirements apply to all Contracts. If, after reviewing this policy, any uncertainty about the review and approval process or requirements for a particular type of Contract, contact the Chairman of the Board and the Board designated solicitor.
All College policies in conflict with this Policy are hereby superseded to the extent of such conflict.
A. Preliminary Review by Contract Originator
Contract Originators are responsible for conducting a preliminary review of proposed Contracts. Prior to submitting a Contract for required review and approval as described below, the Contract Originator must read the entire document to confirm that the Contract is clear and consistent; is complete and accurately reflects the intentions of the parties; is consistent with the College mission and is in the best interests of the College; does not include a provision for automatic renewal; and does not contain requirements with which the College cannot comply.
A Contract Originator cannot be a signatory or executor of any College contract.
Contracts between student organizations and outside individuals or entities (such as bands, speakers, transportation companies, off-campus facilities, etc.) require a non-student Contract Originator. The Contract Originator is responsible for the preliminary review of such Contracts. The College will not assume liability for Contracts entered into by student organizations that do not comply with this Policy.
B. Administrative Review and Approval
Following preliminary review by the Contract Originator, all Contracts must undergo further administrative review and approval as set forth in the College Procurement Policies.
C. Contract Signature Authority
- All Contracts with total financial obligations in excess of $100,000 must be approved by the Board of Trustees.
- The Board of Trustees requires dual College signatories involving business and academic affairs between the College and another party.
- When the President is a signatory to any such contract, the Treasurer (Chief Financial Officer) must be the counter signatory.
- The President and the Treasurer (Chief Financial Officer) are permitted to delegate these responsibilities to appropriate financial or academic College officials. All such contract signing delegation of authority policies must be approved by the Board of Trustees.
No single officer or member of the College may sign or otherwise execute a Contract that binds the College unless he/she has been delegated signature authority in accordance with this Contract Signing Authority Policy. Contracts signed by officers or employees without documented signature authority may be deemed void. Individuals in such circumstances may be personally liable for the obligations assumed under such Contracts and are subject to disciplinary action up to and including termination of employment. The President, Treasurer (Chief Financial Officer), Department Chair, Vice President, or other supervisor is responsible for communicating this Policy to all staff members and for enforcing its requirements.
D. Retention of Signed Contracts
Signed business Contracts are to be maintained by the Purchasing Department. Signed academic Contracts are to be maintained by the Office of the Provost. Signed employment Contracts are to be maintained by the Office of Human Resources. All other signed Contracts should be forwarded to the Solicitor for retention. All signed Contracts must be maintained for the period required by applicable law.
E. Conflict of Interest
A Conflict of Interest shall exist if a College employee knows that, at the time of the commitment by the College with regard to the subject transaction: (i) the employee or a related person (or a related entity) is a party to the transaction; (ii) the employee has a beneficial interest in the transaction; or (iii) the employee is so closely linked to the transaction which is of such financial significance to the employee or a related person (or a related entity) that said interest would be reasonably expected to exert an influence on the employee’s judgment if the employee were called upon to approve the transaction.
Accordingly, if a Conflict of Interest were to arise with regard to a College employee who has contract negotiation, review, approval and/or signing authority, the conflicted employee: (i) shall immediately recuse himself/herself from any further involvement in any aspect of the contract process; and (ii) shall immediately disclose the conflict to his/her superior. In such event, the superior shall assume the responsibility for the Contract or shall arrange for the appointment of a substitute responsible administrator.
Definitions
Contract means any agreement, including any and all exhibits or attachments thereto between two or more persons that creates a legally binding obligation to do or not to do a particular thing. A contract may or may not involve the payment of money. This policy applies to any document that obligates the College, irrespective of the terminology used to describe that document. Types of documents that constitute contracts include, but are not limited to: academic agreements, affiliation agreements, agreements of sale, agreements with software consultants, agreements for computer hardware services; agreements for telecommunication services; agreements with temporary employment agencies; assignments; business agreements; construction contracts; contracts with vendors for purchase of materials; equipment or services; deeds; financing agreements; independent contractor agreements; consultant agreements; leases; memoranda of understanding; memoranda of agreement; click-through agreements; non-disclosure agreements; procurement agreements; promises to pay; promissory notes; purchase orders; riders; amendments or addenda to existing contracts; separation agreements; settlement agreements; and waivers.
Contract Originator means the individual who proposes to enter into contract negotiations with a non-College individual or entity. Contract Originators must be College employees.
College refers to Bucks County Community College, schools, affiliates, divisions, and subsidiaries.
Effective Date
This Policy is effective on the date that it is approved by the Board of Trustees.
Date of Approval
April 13, 2023; December 14, 2023