2. Contracting
D.2.01 – Definitions:
a. Contract
As used in this policy, the term "contract" refers to all written documents, whether entitled contracts, leases, licenses, memoranda of understanding, purchase orders, informal letter agreements and other instruments and agreements that seek to obligate the System or any of its colleges, programs or activities to pay money, to purchase insurance, to provide staff or other in-kind services to a third party. The term contract does not include any form of oral agreement.
b. Approval
As used in this Policy, the term "approval" refers to the process of securing necessary approval of the form, contents and business terms of a proposed contract from a member of the Board, the Chancellor, LEO, or authorized designee authorized by this Policy to give approval to the contract.
c. Execution
The execution of an agreement by an authorized System official, and the other party or parties to the contract makes the contract enforceable against the System.
Any contract requiring Board approval pursuant to this Policy, must be approved by the Board of Trustees, and executed by the Board Chair, the Chancellor, or authorized designee. However, any employment contract is to be executed by both the Board Chair and the Chancellor.
d. Renewals or Amendments
As used in this policy, the term "renewal" refers to the practice of extending the term of an already executed contract for an additional length of time. The term "amendment" refers to the practice of revising specific terms of an already executed contract. Amendments to contracts must be approved and executed at the same level of authority as the underlying contract.
e. LEO
As used in this policy, Location Executive Officer ("LEO") refers to System Vice Chancellors and Presidents.
D.2.02 Board Approval:
The following types of contracts require the approval of the Board of Trustees:
a. Employment contracts;
b. Finance agreements;
c. Purchases or sales of real property;
d. Contracts, excluding legal services, and leases with a term exceeding one year (including options to renew) that have a cumulative expenditure of $50,000 or more over the contract term;
e. Contracts involving the sale of intellectual property or technology transfer, including software licenses, owned in whole or in part, by the System.
D.2.03 Educational Agreements:
Board approval is not required for educational agreements. For purposes of this policy, educational agreements refer to agreements between the System and a third party for establishing the terms for the sharing or use of facilities, staff, or other educational resources. Educational agreements will be reported to the Board by the Chancellor at least annually.
D.2.04 Delegation of Authority:
Unless delegated pursuant to another section of this Policy Manual, the Board delegates to the Chancellor the authority to approve and execute contracts not specifically required by this Policy or by law to be approved by the Board. The Chancellor is authorized to delegate specific contract authority to System LEOs and the System's Director of Purchasing. The Chancellor or authorized designee shall develop procedures to implement this section which shall specify the type of contract authority delegated to administrative positions, the process to secure legal review of such contracts and any permitted sub-delegation authority, if any.
No employee or agent of the System has the authority to enter into any contract on behalf of the System, except as otherwise expressly provided by this Policy. If a System employee signs a contract without authority, or falsely represents to a third party that he or she has authority to sign a contract, the employee may be held personally responsible to the third party under Texas law. An agreement that is not expressed in writing and approved and executed in accordance with this Policy, shall not be binding on or enforceable against the System.
Any employee who signs a contract or seeks to bind the System to an agreement in violation of this Policy may be subject to discipline, up to and including discharge of employment.
LSCS Policy Manual Section adopted by the Board of Trustees on August 7, 2008