Business Service Contracts : Processes and Procedures ( AM 541 ) Processes & Procedures Richard A. Wollney Jr. - Sr. Contracts Specialist Margaret Peggy Metzger - Contracts Specialist II Jennifer L. Salyers - Contracts Specialist I

2 Agenda What is a Contract? Types of Contracts. Signature Authority. Specific Contracts for this Training. Routing of Affiliation & Program Agreements. Routing of Other Standard Business Agreements. Additional Contract Routing. Agreements with Employees After the Fact Agreements. Timelines.

3 What is a Contract? Contract Law 101 Determining the Initial Step

4 What is a Contract? A contract is an agreement between two parties that creates an obligation to perform (or not perform) a particular duty. A legally enforceable contract requires: A contract is an agreement between two parties that creates an obligation to perform (or not perform) a particular duty. A legally enforceable contract requires: contract contract 1. An Offer (Ill mow your lawn this weekend, if you pay me $30) 2. An Acceptance (Youve got a deal) 3. Consideration (The value received and given – the money and the lawn mowed)

5 Establishing Offer and Acceptance: A Meeting of the Minds A legally recognized offer and an acceptance creates a meeting of the minds, or mutual assent, between the parties. Mutual Assent requires the presence of the following factors: 1.Both parties must exhibit a contractual intent [words spoken in jest or frustration will lack the requisite intent]; 2.The terms of the offer must be clear and definite; 3.The acceptance must be clearly communicated.

6 The Requirement for Clear and Definite Terms Required Clarity: For terms to be legally valid, a reasonable person must be capable of readily understanding them. Four primary areas in determining definite terms: 1. the parties; 2. time for performance (term or service schedule); 3. the price; and 4. the subject matter or scope of service.

7 Consideration: The Importance of the Bargained Exchange. Consideration must be mutual. Both parties must receive something of value. Involvement of money is not required. Contracts vs. Gifts

Types of Contracts UTSA

9 Types of University Contracts Affiliation and International Program Agreements Affiliation and International Program Agreements Athletic-Specific, or Student-Specific Contracts (non- procurement in nature). Athletic-Specific, or Student-Specific Contracts (non- procurement in nature). Entertainer/Artist Agreement Entertainer/Artist Agreement Interagency Cooperation Agreements (IAC) & Inter-local Agreements Interagency Cooperation Agreements (IAC) & Inter-local Agreements Museum and Exhibit Agreements Museum and Exhibit Agreements Participant/Speaker Agreement Participant/Speaker Agreement Procurement Contracts; Vendor Services Procurement Contracts; Vendor Services Service Agreements (for individuals not organized as a business) Service Agreements (for individuals not organized as a business) Sponsored Research Contracts and Sponsored Projects Sponsored Research Contracts and Sponsored Projects

Executing the Contract Who can Sign?

11 Signature Authority President-Delegated Authority : 1.V.P. for Business Affairs (Kerry Kennedy) 2.Associate V.P. for Administration (Pamela S. Bacon) 3.Associate V.P. Financial Affairs (Janet Parker) 4.V.P. for Research (See Below) All financial and non-financial Sponsored Project and Research contracts are negotiated/signed by the Office of Contracts and Industrial Agreements (OCIA) (James Casey). All financial and non-financial Sponsored Project and Research contracts are negotiated/signed by the Office of Contracts and Industrial Agreements (OCIA) (James Casey). Certain 26 Accounts delegated to OSP (Noe Saldana). Certain 26 Accounts delegated to OSP (Noe Saldana).

Specific Contracts for this Training

13 Service Agreement Used for services from individuals or other entities not formally organized as a business. Used for services from individuals or other entities not formally organized as a business. Small dollar: Total Value not to exceed $5000 (including reimbursable expenses) Small dollar: Total Value not to exceed $5000 (including reimbursable expenses) After the Fact Purchases (More detail to follow) After the Fact Purchases (More detail to follow) Details of Service Agreement (Critical Nature of Exhibits) Details of Service Agreement (Critical Nature of Exhibits)

14 Participant/Speaker Agreements Used for speakers, lecturers, or to provide compensation to individuals participating in formal University events. Used for speakers, lecturers, or to provide compensation to individuals participating in formal University events. Used to contract with individuals or other entities not formally organized as a business. Used to contract with individuals or other entities not formally organized as a business. Small dollar: Total Value not to exceed $5000 (including reimbursable expenses) Small dollar: Total Value not to exceed $5000 (including reimbursable expenses) Details of Participant/Speaker Agreement Details of Participant/Speaker Agreement

15 Entertainer, Artist, or Promoter Agreement Used for artists, entertainers, or performers. Used for artists, entertainers, or performers. Used to contract with both individuals and companies. Used to contract with both individuals and companies. Exempt from Competitive Procurement: Value can exceed $5000. Exempt from Competitive Procurement: Value can exceed $5000. Details of Entertainer/Artist Agreement. Details of Entertainer/Artist Agreement.

16 Interagency & Interlocal Agreements Used for contracts with other State of Texas Government entities Used for contracts with other State of Texas Government entities Interagency: Contracts with other State agencies Interagency: Contracts with other State agencies Interlocal: Contracts with Texas municipal, county, and local government entities (also includes political subdivisions of the State, such as school districts). Interlocal: Contracts with Texas municipal, county, and local government entities (also includes political subdivisions of the State, such as school districts). Exempt from Competitive Procurement: Value can exceed $5000 (with certain exceptions). Exempt from Competitive Procurement: Value can exceed $5000 (with certain exceptions).

Affiliation/Educational Experience Agreements Used to establish student internships. Used to establish student internships. No exchange of funds. No exchange of funds. Changes to Standard Template Requires UT System Approval. Changes to Standard Template Requires UT System Approval. Requires both Affiliation and Accompanying Program Agreement. Requires both Affiliation and Accompanying Program Agreement. 17

ROUTING 18

19 Routing of Affiliation & Program Agreements Standard Routing Form Standard Routing Form U.S. Entity vs. Non-U.S. Entity U.S. Entity vs. Non-U.S. Entity Non-Standard Agreements Non-Standard Agreements

20 Routing of Other Standard Business Agreements Service, Participant, Entertainer, & Interagency Agreements Service, Participant, Entertainer, & Interagency Agreements Standard Routing Forms Standard Routing Forms Academic & Non-Academic Academic & Non-Academic VPSA Routing VPSA Routing U.S. Entity vs. Non-U.S. Entity U.S. Entity vs. Non-U.S. Entity Modifications to Standard Agreements Modifications to Standard Agreements

21 Additional Contract Routing 26 Accounts Sponsored Research Purchasing Contracts

22 Agreements with Employees Handbook of Operating Procedures 4.31 Conflicts of Interest Policy 4.31 Conflicts of Interest Policy 4.31 Conflicts of Interest Policy Self-dealing/Transactions with Employees – Section H Requires Presidents Approval Cost less than from any other known source

After the Fact

24 After-the-Fact on a PO Disbursements will not pay After-the-Facts on a PO. Disbursements will not pay After-the-Facts on a PO. Services or Goods Secured Prior to Executed Contract. Services or Goods Secured Prior to Executed Contract. Audit Exception Audit Exception Requires Service Agreement (Routed as Described Above). Requires Service Agreement (Routed as Described Above).

Time Lines:

26 General Time Lines Standard Agreements with all Routing Secured: AVPA Typically Signs within 3 days. Standard Agreements with all Routing Secured: AVPA Typically Signs within 3 days. Delays Resulting from Improper Routing. Delays Resulting from Improper Routing. Agreements with Substantive Modifications Routed to Contracts. Agreements with Substantive Modifications Routed to Contracts.

27 What have we discussed … Definition of a Contract Definition of a Contract Types of University Contracts Types of University Contracts Signature Authority Signature Authority Specific Contracts for this Training Specific Contracts for this Training Routing Routing Agreements with Employees Agreements with Employees After-the-Facts After-the-Facts Timelines Timelines

28 Questions

29 Contacts and References Richard A. Wollney Jr. Sr. Contracts Specialist Margaret Peggy Metzger Contracts Specialist II Contracts Specialist II Jennifer L. Salyers Contracts Specialist I Contracts Specialist I James Casey Director-Office of Contracts and Industrial Agreements Noe Saldana Director-Office of Sponsored Programs