The policy set forth in this document establishes standards and guidelines for the procurement of supplies, equipment, construction, and services to ensure they are obtained as economically as possible through an open and competitive process, and that contracts are managed with good administrative practices and sound business judgment.
The Executive Director and Director of Operations are the initial starting point and the final checkpoint in the contracting process, although the initial purchasing requests may be generated by the Board of Representatives or by a particular Section. The terms of the scope of work should be clearly set forth in the initial request, e.g., dates and locations for event contracts, necessary experience for services contracts, and any other special requirements, etc.
Where competitive bidding is required, it must be completed before the contracting process is initiated. Contracts will be reviewed by CLA outside counsel at the discretion of the CLA Executive Director and/or Director of Operations.
All procurement must be done through CLA staff. Volunteers cannot procure goods or services on behalf of CLA or otherwise encumber the Association in any way.
Conflict of Interest
1. No employee, officer, director, volunteer, or agent of the Association,shall participate in the selection, award or administration of a bid or contract if a conflict of interest is real or apparent to a reasonable person.
2. Conflicts of interest may arise when any employee, officer, director, volunteer, or agent of the Association, has a financial, family, or any other beneficial interest in the vendor firm selected or considered for an award.
3. No employee, officer, director, volunteer, or agent of the Association, shall do business with, award contracts to, or show favoritism toward a member of his/her immediate family, spouse’s family, or to any company, vendor, or concern who either employs or has any relationship to a family member; or award a contract or bid which violates the spirit or intent of Federal, State and local procurement laws and policies established to maximize free and open competition among qualified vendors.
4. The Association’s employees, officers, directors, volunteers, or agents shall neither solicit nor accept gratuities, gifts, consulting fees, trips, favors, or anything having a monetary value in excess of fifty dollars ($50) from a vendor, potential vendor, or from the family or employees of a vendor, potential vendor, or bidder; or from any party to a sub-agreement or ancillary contract.
Solicitation and Competition
All required procurement transactions will be conducted to provide–to the maximum extent possible–free and open competition among suppliers. The Association, must begin with an analysis of the need for the procurement, to avoid the purchase of unnecessary items (this may include an examination of lease versus purchase alternatives). The purchaser must then identify and clearly specify standards for the goods or services desired and seek competitive offers where possible to obtain the best possible quality at the best possible price.
- Some form of cost or price analysis shall be made and documented in the procurement files in connection with every procurement action. Price analysis may be accomplished in various ways, including the comparison of price quotations submitted and market prices, together with discounts.
- Bids must be sought for goods and services exceeding $5,000.
- All procurement transactions must be submitted using the Request for Purchase Order form; whether or not bids are required, unless exempted below.
Purchase Order Exceptions
The following can be invoiced directly to Accounts Payable without a purchase order issued in advance:
- Utilities, Telephones, Gas, Electric. Routine monthly billings on master account (individual cellular accounts paid via purchasing card).
- Professional Membership, Subscriptions, Sponsorships, Fellowships, Awards. For organizations that do not accept credit cards, submit membership enrollment or renewal forms for payment.
- State and Local Government Agencies. Building permits, local fire department inspections, elevator inspections, hazardous waste disposal fees, fines and other payables not covered by existing contract.
- Direct Mailing Postage. Replenishment of postage accounts, either payable to the USPS, or to a third-party agent to maintain CLA postal account.
- Legal Counsel Retainers. Outside legal counsel negotiated and commissioned directly by the CLA staff as needed and documented by a retention contract not processed through standard procurement channel.
- Other than Goods and Services. Category limited specifically to refunds, salary withholdings, taxes, travel expense reimbursement, and travel advances.
Marketplace Survey and Vendor Competition
The California Lawyers Association Board of Representatives approves procurement policies and procedures. However, it is the responsibility of CLA staff to source vendors and negotiate contracts. Volunteers may not procure goods or services or otherwise encumber the association in any way. Contracts for over $200,000 or for terms of over five years require prior approval by the Board of Representatives.
To avoid conflicts and inconsistencies in how the CLA purchases goods and services, the following competitive bidding practices and procedures must be followed:
- Purchases under $5,000: Competitive bidding is not required.
- Purchases $5,000 – $19,999: At least 2 verbal bids are required unless specifically exempted in this Policy or by the Board.
- Purchases over $20,000: At least 3 written bids are required unless specifically exempted in this Policy or by the Board.
For purposes of policy compliance, the total procurement value is determined by calculating the maximum total project cost over the life of the valid contract, including specified maximum renewal options, amendments and all applicable taxes. Purchases may not be artificially divided into separate transactions to avoid competitive bidding.
Exemptions from Written Bidding Requirement
Written bids are not required for goods and services exceeding $20,000 for the following:
- Office equipment
- Food and beverage services
- When either the Board of Representatives, the Section initiating the purchasing request, the Executive Director, or the Director of Operations, determines that a brand or trade name product or service is the only one which will properly meet the needs of the CLA because the product or service is unique, or available only from a single source, or is designed to match others in a particular installation, location, or project.
- Contracts for which only per diem and travel expenses are paid and there is no payment for services rendered.
- Contract amendments for time extension with no additional dollars being added (or if the original contract allowed for additional costs).
- Contract amendments where a change in scope is required in a competitively bid contract due to unanticipated circumstances, and the project is too far along, or other reasons exist which make it impractical to bid out the contract, either in whole or in part.
- Site contracts for CLA meetings and events.
- Proprietary software contracts.
- Maintenance agreements for equipment that is under documented warranty, or where there is only one authorized or qualified representative, or where there is only one distributor in the area for parts and services.
- Contracts with state, federal, and local agencies, including postage to U.S. Postal Service.
- Contracts for legal defense, legal advice, or legal services.
- Entertainment contracts.
- When the CLA has solicited all potential vendors known to the CLA but has received less than the required number of bids. Manager must detail steps taken to identify and solicit a sufficient number of potential bidders to ensure receipt of the required number of bids.
- In cases of emergency where a purchase is necessary for the immediate preservation of the public health, welfare, or safety, or protection of CLA employees and property.
- Seminars and educational course work.
- Contracts for integrated banking services, drop-box processing, inter-bank credit card processing, investment, and other financial services.
Notwithstanding anything to the contrary in this agreement, the Executive Director or the Director of Operations have the authority to grant additional exceptions.
Price should be one of the factors in the evaluation of responses, but the Association, is not required to take the lowest price if other factors are important to the decision.
- There should be an objective method for selection, and any factors for evaluation and selection should be listed in the procurement documents.
- Awards shall be made to the bidder or offeror whose bid is responsive to the solicitation and is most advantageousto the Association, (price, quality, and other factors considered).
- A bid may be rejected when it isin the Association’sinterest to do so.
- If the purchasing request came from a specific Section, the selection decision rests with that Section.
At a minimum, procurement records must clearly show how the Association:
- Executed price sampling for purchases;
- Selected the method of procurement and the type of contract to be used;
- Determined which bids or proposals to accept and which to reject; and
- Determined the basis for the contract cost or price.
Authority and Responsibility
Contracts for goods, services, or both, exceeding ($10,000), must be approved by the CLA Executive Director or the Director of Operations.
Pursuant to CLA Board of Representatives policy, the CLA’s authority to contract is limited to the Executive Director or the Director of Operations. No other CLA employee or board member has the authority to sign any contract or to otherwise obligate CLA resources, except as follows:
A. A member of the Staff has the authority to sign time cards on behalf of regular CLA employees, temporary employment agency employees and independent contractors substantiating that the time reported was truly worked.
B. Staff and Supervisors have the authority to sign documents and forms that do not involve formal contracts, per the Signature Authorization Form process used to establish, change, or cancel the authorization level to expend funds by approving a vendor invoice, check request, procurement requisition, purchasing card statement, travel expense report, journal voucher, and petty cash reimbursement voucher.
The California Lawyers Association has an overall system of contract administration to ensure proper oversight and management of procurement actions. The Association is responsible for evaluating contractor performance and documenting, as appropriate, whether contractors have met the terms, conditions and specifications of the contract. This may include progress inspections, interim products, inspection of goods delivered, and other such methods that provide assurance that the goods or services purchased are being delivered within the scope of the contract.
The Association’s contract administration system must ensure that:
- The method of procurement is documented, and records maintained for four years after final payment is made;
- All activities are carried out and costs are incurred in compliance with applicable requirements; and
- Before payment is made, services performed are adequate and consistent with the contract scope of services.
How Vendors Are Paid
A. Generally, unless contractually obligated to provide a down payment, the CLA does not issue payment until either services are rendered, or products have been received and accepted as being in appropriate condition and in compliance with the order.
B. Vendors are to submit invoices for each order to the attention of the Buyer on the face of the Purchase Order at the address shown. Each invoice shall reference:
- Purchase Order number
- Invoice number
- Invoice date
- Product ship date / Service performance date
- Complete vendor mailing address for remittance
- Description of goods or services provided
- Quantity, unit prices and extensions
- Discount terms
- Itemized shipping/handling charges
- Total invoice amount
The California Lawyers Association’s Purchasing Card (“One Card”) Program has been established to provide a convenient means to make purchases and, at the same time, reduce the costs associated with initiating and paying for those purchases. Purchasing Cards are issued to individual employees by the CLA to allow employees to make low-dollar purchases easily, to eliminate the need to use personal funds for business-related expenses, to diminish the use of petty cash funds and to lessen the number of requests for special checks. In addition to reducing processing costs, One Cards reduce paper flow and processing time by eliminating procurement requisitions and purchase orders and provide certain increased spending controls.
The Director of Operations will approve a Cardholder Enrollment Agreement for each employee, specifying per-transaction limits, a monthly credit limit (if different from the CLA’s standard limits), and any special merchant blocking and other protective controls. Each card will be programmed with accounting and mapping defaults for automating the transaction posting process.
In approving a One Card enrollment, the Director of Operations will document the business justification for issuing a One Card to the employee. In most cases, One Cards are issued to those individuals who are required to travel frequently on CLA business, or who are designated by the Director of Operations as having responsibility for procuring goods and services.
The Executive Director and Operations Director will determine the credit limits for each cardholder.
Authorized Card Use
Except for the specific categories listed in below, cardholders are authorized to use the One Card to purchase any approved merchandise or services required as a function of their duties at the CLA including typical transactions for:
- Office Supplies
- Meeting rooms and related catering services
- Overnight courier and Messenger services
- Outside Copying/Printing
- Travel expenses (airline ticket, hotel, car rental, parking and taxis)
- Offsite Emergencies
The Cardholder whose name is embossed on the One Card is responsible for ensuring that all charges made with the One Card are in compliance with CLA travel and procurement policies. The total value of any one charge made with the One Card may not exceed the single transaction limit stipulated on the Cardholder Enrollment form.
Unauthorized Card Use
Cardholders may not use their One Cards for:
- Personal transactions
- Offsite meals to discuss business, unless it’s with the prior approval of the Operations Director or Executive Director.
- Conference registrations, unless it’s with the prior approval of the Operations Director or Executive Director.
- Dues, membership and subscriptions, unless it’s with prior approval of the Operations Director or Executive Director.
- Office contract furniture
- Capital equipment (equipment > $5,000)
- Per diem travel meals
- Gasoline in private motor vehicle
- Airfare with any personal travel legs included
- Any other purchases prohibited by CLA policy
The One Card should not be used to purchase items for personal use, for non-business- related purposes, or for mixed-use services even if the Cardholder intends to reimburse the CLA, except in exceptional emergencies and circumstances where the merchant cannot or will not split the expenditure (e.g. hotel room folio with an in-room food or movie service).
Failure to reimburse personal charges to the One Card on a timely basis may result in revocation of your One Card privileges. A Cardholder who makes an unauthorized purchase with the One Card or uses the One Card in an inappropriate manner will be subject to disciplinary action up to and including possible termination of employment at the CLA, and criminal prosecution.
Roles and Responsibilities
The California Lawyers Association, and not the individual Cardholder, is liable for charges made to the One Card. The bank will direct bill the CLA for all accrued transactions once each month. Cardholders will not be required to pay their monthly statement balance using personal funds, as the CLA will handle all transactions posted the previous month during the monthly settlement process. The Program does not impact the Cardholder’s personal credit rating in any way. In order to use the Purchasing Card, employees must:
- Agree to the terms and conditions contained in the Cardholder Enrollment form and abide by the CLA’s fiscal policies and procedures outlined in this Procurement Policy and related procedures. Failure to follow the policy established by the CLA may result in either revocation of the One Card or other disciplinary action.
- Keep all receipts and reconcile monthly Statement to ensure that all charges represent genuine travel expenses, services or goods received and that any credits or adjustments have been made.
- Notify Chase Bank and the Director of Operations immediately should the One Card be lost or stolen. Failure to promptly notify the bank of the theft, loss or misplacement of the One Card could result in the fraudulent use of the missing card.
B. Cardholder’s Manager (Approver)
The One Card is an efficient tool. However, the One Card is not appropriate for all kinds of purchases and the Director of Operations must understand the One Card process and be willing to take responsibility for ensuring that the employee is using the One Card within the CLA’s guidelines. To ensure the continued success of the program, the Director of Operations should:
- Determine who should hold the One Card.
- Ensure the Cardholder Enrollment Agreement is correct and complete before authorizing the issuance of the One Card.
- Review (and reconcile if employee cannot) the monthly statement online and make any necessary adjustments to transaction descriptions and accounting information before approval.
- Review receipts and other supporting documentation supporting monthly statement.
- Review monthly One Card Audit issues report and take remedial action for any open issues.
The Acting CFO has the primary responsibility for all financial issues, payments to vendors, reimbursements to employees and volunteers, and will provide the proper controls to assure that the CLA’s fiscal policies are observed.