SAN ANTONIO INDEPENDENT SCHOOL DISTRICT Administrative Procedures

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1 SAN ANTONIO INDEPENDENT SCHOOL DISTRICT Administrative Procedures C Business & Support Services No. 18 Page 1 Attachment(s): none Revised November 19, 2014 C18 PROFESSIONAL SERVICES CONTRACTS NOTE: These administrative procedures are intended to be in harmony with Board Policy CH (LEGAL) and CH (LOCAL) and other applicable policies. In the event of any conflict between these procedures and Board Policy, Board Policy will prevail. If a Principal or Department Head has a need to retain professional services, the Principal/Department Head will not enter into any written contract with a service provider until the applicable steps in this procedure have been completed, and services will not begin until a contract is signed by the authorized representatives for each party. Service providers may contract as an individual, association, or corporation. Contracts (including agreements and MOUs) are effective and binding on the District if properly procured, approved and executed. Contracts have legal implications for the District and may be governed by federal, state, local and/or District laws, regulations and policies. Therefore, it is important that all such contracts adhere to the following procedures. For purposes of this procedure, service providers are independent contractors, not employees of the District, and provide a professional service. PRELIMINARY ISSUES Defining Professional Service A professional service is a service requiring predominantly mental or intellectual, rather than physical or manual, skills and requires years of education and service for attaining competence and calls for a high order of intelligence, skill and learning. Professional services may be evidenced by special licensure, though this is not a requirement. Texas law specifically recognizes the following as professional services which must be procured by a specific process set forth in the Professional Services Procurement Act (Chapter 2254 of the Government Code): architecture, accounting, landscape architecture, land surveying, medicine, optometry, engineering, real estate appraising, and nursing. There are other professional services (such as professions in law, finance, public relations, management, business, real estate brokerage, etc.), but the District has greater latitude in determining how to procure these other professional services not covered by the Professional Services Procurement Act. If guidance is needed to determine if a service is a professional service, contact the Director of Materials Management.

2 PROFESSIONAL SERVICES CONTRACTS Page 2 of 7 Certain Services Exempt from Competitive Process Policy CH (LOCAL) specifically exempts the following professional services from competitive procurement: Special Education or Section 504 services to be provided directly to students; and Staff professional development or student training. In retaining these services, apply the procedure below and when coming to STEP THREE, Select the Service Provide Using an Appropriate Procurement Method, apply the procurement method in Section 1B regardless of the value of the service. Purchase of Both Professional Services and Goods If a professional services contract will also include the purchase of goods (i.e., materials, supplies, license rights, products, etc.) and the fee for the service and goods is one lump sum, then these procedures will not apply to the procurement. Instead, refer to the policy and procedure for the procurement of goods. If the fee for the professional services/independent contractor/consulting services will be separate from the fee for the purchase of goods, then this procedure may be followed provided further that the services are under a separate contract from the purchase of goods. Sole Source Purchases Rarely, if ever, will a professional service be considered sole source. For a service to be considered sole source, there must be (1) no other like service available for purchase that serves the same purpose or function, and (2) only one price for the service because of exclusive marketing or supply rights. In the rare instance a service is claimed to be available from only one source, the Principal/Department Head will investigate and document the claim. Such investigation may include, but is not limited to, inquiries to other providers in the field, searches on the internet for similar services, and inquiries to other customers/clients who also purchase similar services. The Principal/Department Head will also document the following: (i) consideration of alternatives for meeting the District s needs without relying on a sole source service, and (ii) justification on why the purpose or function to be served cannot be broadened or modified so as not to necessitate a sole source service. If, after performing the foregoing, the service is determined to be available from only one source, apply the procedure below and when coming to STEP THREE, Select the Service Provider Using an Appropriate Procurement Method, apply the procurement method in Section 1B regardless of the value of the service. Purchases Using Federal Funds or Grants A purchase of professional services with federal funds or grants must adhere to applicable federal procurement standards and procedure. If the procedure below conforms to applicable federal law, implement these procedures; otherwise, implement the appropriate federal standards and procedure required by the federal funding source (Reference SAISD Administrative Procedure C- 43 Grant Management, and C-13 District Purchasing Process (Local and Federal Funds ).

3 PROFESSIONAL SERVICES CONTRACTS Page 3 of 7 PROCEDURE STEP ONE: Ensure Independent Contractor Status The Principal/Department Head will determine whether the relationship is with an independent contractor or an employee. A District employee who provides a professional service and is compensated with a stipend through the payroll system must follow those procedures. If the answer to any of the following questions is "Yes," then the relationship may be between employer and employee, and the Principal/Department Head will refer the matter to the Senior Executive Director for Financial Services or the Director of Materials Management for further guidance. 1. Is SAISD required to supervise the service provider with instructions as to when, where, and how the work is to be performed? 2. Does the service provider need to be trained by SAISD to enable him/her to do the work? 3. Does the service provider have on-going tasks which have been integrated into normal business operations? 4. Is SAISD responsible for hiring, paying, or supervising the service provider s assistants? 5. Does SAISD furnish a work area or all tools, materials and other equipment for the service provider? 6. Is the service provider already a District employee? 7. If all answers to these questions are "No," the relationship may be between an independent contractor and the District, in which case, proceeding to the selection and approval procedure for a contract is appropriate. If clarification is needed, the Principal/Department Head will contact the Senior Executive Director for Financial Services, or the Director of Materials Management, for further guidance. STEP TWO: Determine the Scope of Services and Fee The Principal/Department Head will develop or provide: 1. the scope of services to be performed; 2. the timeline for performance (FORM C-18-B timeline form); 3. the estimated fee analysis of the services to be performed; 4. the source for payment of the estimated fee (if federal funding or grant is the source, refer to procedures for the expenditure of federal funds (see the Director of Materials Management, for further guidance); andreference C-43 Grant Management. 5. except for sole source purchases, the procurement process to receive offers for the performance of the services and the appropriate criteria to evaluate the offers. STEP THREE: Select the Service Provider Using an Appropriate Procurement Method 1. Applicable Procurement Method A. Regardless of the value of the proposed contract, for professional services listed below, the procurement process must not be based on competitive bids, but rather must be based on demonstrated competence and qualifications to perform the services and for a fair and reasonable price. Accordingly, for these services, the Request for Qualifications (RFQ) method should be used. i. accounting ii. architecture

4 PROFESSIONAL SERVICES CONTRACTS Page 4 of 7 iii. landscape architecture iv. land surveying v. medicine vi. nursing vii. optometry viii. engineering ix. real estate appraising [Note: Professional services by a financial or technology consultant may be procured by using the RFQ method or by bidding, RFP, interlocal contract or reverse auction] Further, for the procurement of architecture, engineering and land surveying services, a ranking of the most highly qualified service providers on the basis of demonstrated competence and qualifications must be approved before negotiations (in sequential order of the ranking) for a fair and reasonable fee with the most highly qualified service provider may commence. B. Except when A above applies, for a contract valued under $50,000 in the aggregate for a 12-month period, an appropriate procurement process, as determined by the Principal/Department Head in consultation with the Director of Materials Management, will be used which ensures the District is receiving an adequate return of competent services for a reasonable fee. Although the procurement process contemplated under this Section 1B does not require a formal competitive process, the Principal/Department Head may elect to use a formal competitive process. [Note: All contracts valued in an amount of $25,000 or more will require Board approval, and the Board, in considering the contract for approval, may pose questions on the process used to select the service provider, the services to be received relative to the fee, the qualifications and competency of the service provider, and the availability of other service providers in the marketplace. The selection process must be documented using C18-D, Professional Services Provider Certification Form. Administration must be prepared to respond to the Board on these issues.] C. Except when A above applies, for a contract valued at $50,000 or more in the aggregate for a 12-month period, an appropriate formal competitive process will be used to solicit offers. This process will include a notice to the general public of the solicitation, a deadline for the submission of offers, the use of discretion to evaluate the offers, and the selection of a service provider(s) offering the best value to the District. The competitive process methods available include bidding, request for proposals, request for qualifications, interlocal contracts, and reverse auction. [Note: Unless specifically set forth in Board Policy, an exemption from using a competitive process must be approved by the Board of Trustees]

5 PROFESSIONAL SERVICES CONTRACTS Page 5 of 7 2. The Principal/Department Head will discuss personnel requirements with Human Resources; insurance liability with Risk Management; and any other requirements, such as building or facilities, with the appropriate department. STEP FOUR: Obtain Approval and Execution of a Contract 1. Principals or Department Heads are not authorized to execute (i.e., sign) service contracts on behalf of the District. The Board of Trustees and its designee(s) (as set forth herein) are the only authorities for approval and execution of service contracts. Principals/Department Heads will not authorize a service provider to begin work until the contract has been duly approved and executed by the District s signatory. 2. After the Principal/Department Head recommends a service provider and the recommendation has been approved by the appropriate supervisor, the required forms (see listings of forms after Step Six) must be completed and executed by the service provider. During or after the selection of the service provider, a proposed contract will be prepared. Depending on the nature of the service, value of the contract and/or other special issues regarding the contractual relationship, the contract form may be the District s service provider form (Professional Services Agreement/Timeline [Form C18- B1 and Form C18-B2]), a contract form prepared by the District s legal counsel. If the service provider proposes their own contract form, please contact the Senior Executive Director for Financial Services or the Director of Materials Management. Regardless of the party generating the proposed contract, the form and substance of all contracts must be approved by the Senior Executive Director for Financial Services or the Director of Materials Management and the department authorized to approve the contract. 3. If a service provider takes exception to any of the District s contractual terms and conditions or if the service provider s contract is not in accordance with the District s terms and conditions, the matter must be referred to the Senior Executive Director for Financial Services or the Director of Materials Management to coordinate legal assistance. Principal/Department Heads shall not coordinate directly with the District s legal counsel regarding contract-related matters. 4. Prior to submitting the contract to the Senior Executive Director for Financial Services, or the Director of Materials Management for processing, the Principal/Department Head must enter a requisition into the SAISD Automated Requisition System to encumber the funding. The "Bid Number" for this requisition will be "PROFSVCS". Procedures for entering these requisitions have been provided to campuses/departments under a separate memo. The requisition will be suspended pending approval by the appropriate authority, and then the purchase order will be processed and issued. 5. The applicable forms must be completed and submitted with the (Professional Services Agreement/Timeline [Form C18-B1 and Form C18-B2]) executed by the service provider to the Senior Executive Director for Financial Services, or the Director, Materials Management for review and approval. If the contract is incomplete, the contract will be returned to the originator. Approval of service contracts will be dependent on the value as set forth below:

6 PROFESSIONAL SERVICES CONTRACTS Page 6 of 7 A. All contracts (valued up to $49,999), require the approval of the Senior Executive Director for Financial Services, or his/her designee. The Senior Executive Director for Financial Services will sign the Professional Services Agreement Transmittal Form and forward to the Superintendent for final approval and signature. B. All contracts regardless of value require the approval and signature of the Superintendent. C. The following contracts require Board of Trustees approval: i. All contracts valued in an amount of $50,000 or more; ii. All contracts containing an indemnification or hold harmless provision stating that the District will indemnify or hold another person/entity harmless; or iii. All contracts establishing a special relationship of trust between the District and the service provider, such as engagement agreements with accountants and lawyers or law firms. 6. The Superintendent shall sign on behalf of the District following Board approval. However, if there is a line item approved in the budget for the expenditure that specifies the professional services/independent contractor/consulting services firm by name, the contract does not require additional Board approval. (Reference SAISD Administrative Procedure, C-17 Financial Expenditures Requiring Board Approval ).After the contract is approved and signed, the Senior Executive Director for Financial Services, or his/her designee, will retain the original copy and forward a duplicate to the originating Principal/Department Head. The Principal/Department Head will retain a copy of the Contract and Form C18-D Professional Services Provider Certification for the permanent files and provide a copy of the Contract to the service provider. Upon forwarding the copy to the Principal/Department Head, the Senior Executive Director for Financial Services, or designee, will notify Materials Management via that the contract has been approved and signed for processing the requisition/purchase order. 7. A contractual option, if any, to extend the term of contract and compensation must be approved and executed by an authorized representative on behalf of the District. STEP FIVE: Administer the Contract While Services Are Being Provided 1. The Principal/Department Head will serve as the District's representative to ensure the service provider performs in accordance with the approved contract. The Principal/Department Head is not authorized to make any changes or additions to the approved contract (this includes, but is not limited to, changes to the services to be provided, changes in compensation, changes in dates of service, expenses to be reimbursed, etc.). 2. If problems arise during the performance of the contract, the Principal/Department Head must immediately notify the Director of Materials Management for guidance. 3. The Principal/Department Head will ensure satisfactory completion of the services provided to the District prior to authorizing payment(s) to the service provider.

7 PROFESSIONAL SERVICES CONTRACTS Page 7 of 7 STEP SIX: Ensure Proper Payment to the Service Provider 1. By following the payment procedure below, the Principal/Department Head will ensure the service provider has been compensated in accordance with the contract terms. 2. The service provider will complete the Guidelines for Professional Services/Professional Services Invoice [FORM CI8-C] and submit the original invoice to Accounts Payable with a copy to the Principal/Department Head. 3. The service provider will be paid upon satisfactory completion and acceptance of all services; however, partial payments may be made if permitted by the contract and based on clearly defined parameters. The Principal/Department Head will review the service provider s invoice to ensure services have been received, the invoice reflects the appropriate amount, and initiate payment of the invoice by signing in the appropriate block of the form and forward a copy to the Accounts Payable Department. 4. If the services have not been duly rendered or if the invoice is inaccurate or incomplete, the Principal/Department Head must first attempt to rectify the matter with the service provider. If this does not resolve the matter, the Principal/Department Head will notify the Director of Materials Management for guidance. 5. Copies of the invoice must be maintained in the contract file by Principal/Department Head to establish a viable audit trail. Attachments: FORM C18-A: Professional Services Agreement Transmittal Form FORM C18-B-1: Professional Services Agreement/Timeline $25,000> FORM C18-B-2: Professional Services Agreement/Timeline $25,000< FORM C18-C: Guidelines for Professional Services/Professional Services Invoice FORM C18-D: Professional Services Provider Certification Form EXHIBIT C18: Guidance for the Procurement of Services See INDEX references for related procedures: SAISD Administrative Procedure, C-13, District Purchasing Process (Local and Federal Funds), SAISD Administrative Procedure, C17, "Financial Expenditures Requiring Board Approval", and SAISD Administrative Procedure, C43 Grant Management. References: Board Policy CH (LEGAL), and CH (LOCAL) Questions regarding this procedure should be addressed to the Associate Superintendent for Financial Services, Business Operations and Food Services, 141 Lavaca Street, San Antonio, Texas ; Tel. (210) , or to the Director, Materials Management, 1215 Austin Street, San Antonio, Texas ; Tel. (210)