1. Business Service Contracts : Processes and Procedures ( AM 541 )

2. 2 Business Contracts Office Staff Richard A. Wollney Jr., J.D., CTCM Contracts Manager Anthony Sanchez, J.D. Contracts Specialist II Frank Grijalva, MBA Contracts Specialist II

3. 3 Agenda  Definition of a Contract  Signature Authority  Types of University Contracts  Specific Contracts for the Business Contracts Office  Clickwrap Agreements  Routing  Agreements with Employees  After-the-Facts  Timelines

4. 4 What is a Contract? Contract Law 101 Determining the Initial Step

5. 5 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 (I’ll mow your lawn this weekend, if you pay me $30) 2. An Acceptance (You’ve got a deal) 3. Consideration (The value received and given – the money and the lawn mowed)

6. 6 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.

7. 7 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.

8. 8 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

9. Executing the Contract Who can Sign?

10. 10 Signature Authority President-Delegated Authority : 1.V.P. for Business Affairs 2.Associate V.P. for Administration 3.V.P. for Research (See Below)  All financial and non-financial Sponsored Project and Research contracts along with certain Sponsored Research accounts are negotiated/signed by the Office of Sponsored Project Administration (OSPA).  Standard Business Agreement Template Agreements funded by Sponsored Research accounts are signed by the appropriate Research Service Center Director.

11. Types of Contracts UTSA

12. 12 Types of University Contracts Affiliation & International Program Agreements Affiliation & 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/Exhibit Agreements Museum/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 Click Wrap Agreements Click Wrap Agreements Study Abroad Agreements Study Abroad Agreements

13. Specific Contracts for the Business Contracts Office

14. 14 Service Agreement Services Agreement Services Agreement Services Agreement  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)  After the Fact Purchases (More detail to follow)  Details of Service Agreement (Critical Nature of Exhibits)

15. 15 Participant/Speaker/Evaluator Agreements Exempt Agreements Exempt AgreementsExempt Agreements  Used for speakers, lecturers, evaluator, 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.  Small dollar: Total Value not to exceed $5000 (including reimbursable expenses)  Details of Participant/Speaker/Evaluator Agreement

16. Departmental Direct Expense Participation Form Departmental Direct Expense Participant Form Departmental Direct Expense Participant Form For large number of Participants For DIRECT Expenses only Participants must be U.S. Citizen Submit form to Disbursements 16

17. 17 Entertainer, Artist, or Promoter Agreement Exempt Agreements Exempt Agreements  Used for artists, entertainers, or performers.  Used to contract with both individuals and companies.  Exempt from Competitive Procurement: Value can exceed $5000.  Details of Entertainer/Artist Agreement.

18. 18 Interagency & Interlocal Agreements Exempt Agreements Exempt AgreementsExempt Agreements  Used for contracts with other State of Texas Government entities  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).  Exempt from Competitive Procurement: Value can exceed $5000 (with certain exceptions).

19. Affiliation/Educational Experience Agreements Educational Experience Affiliation Agreements Educational Experience Affiliation Agreements Educational Experience Affiliation Agreements  Used to establish student internships.  No exchange of funds.  Changes to Standard Template Requires UT System Approval.  Requires both Affiliation and Accompanying Program Agreement.  Send Information Form to vendor 19

20. Clickwrap Agreements 20

21. Clickwrap Defined A clickwrap agreement is a standard form agreement that is displayed on a website. The user must indicate assent to the agreement by clicking on an icon which indicates acceptance of the terms of the agreement before access will be granted to the software, data, or other digital content. Sample clause: Sample clause: By clicking the acceptance button or installing or using the... software, the individual or entity licensing the product (“licensee”) is consenting to be bound by and is becoming a party to this agreement. If licensee does not agree to all of the terms of this agreement, the button indicating non-acceptance must be selected, and licensee must not install or use the software. By clicking the acceptance button or installing or using the... software, the individual or entity licensing the product (“licensee”) is consenting to be bound by and is becoming a party to this agreement. If licensee does not agree to all of the terms of this agreement, the button indicating non-acceptance must be selected, and licensee must not install or use the software. 21 CANCELACCEPT TERMS

22. 22 How to Process   Similar to a signed agreement, a Clickwrap agreement will be binding on the University and can only be properly accepted by those individuals with President- delegated authority to bind the University to a contractual commitment.  ALL Clickwrap Agreement requests should be forwarded to the Business Contracts Office for review. The Business Contracts Office will assist in securing the appropriate authorization for acceptance of a Clickwrap agreement and document it with the required offices.

23. ROUTING 23

24. 24 Routing of Affiliation & Program Agreements Routing Forms Routing Forms  Affiliation & Program Routing Form  Exclusive to Affiliation and Program Agreements

25. 25 Routing of Service, Participant/Speaker, Entertainer, & Interagency Agreements Routing Forms Routing Forms  Non-Sponsored Research Accounts vs. Sponsored Research Accounts  VP for Student Affairs: Routing

26. 26 Additional Agreement Routing Routing Forms Routing Forms U.S. Entity vs. Non-U.S. Entity Procurement related agreements ( The Business Contracts Office will route the agreement on the Department’s behalf) ( The Business Contracts Office will route the agreement on the Department’s behalf)

27. 27 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 President’s Approval Cost less than from any other known source

28. After the Fact

29. 29 After-the-Fact on a PO  What is an After-the-Fact? Services or Goods Secured Prior to an Executed Contract. Services or Goods Secured Prior to an Executed Contract.  Disbursements will NOT pay After-the- Facts on a PO.  Requires Service Agreement (Routed as Described Above).

30. Time Lines:

31. 31 General Time Lines  Standard Template Agreements with all routing secured are typically signed within 3 business days upon receipt by the Business Contracts Office.  Location for drop-off of agreements:  Business Contacts Office located is at the Central Receiving Building on West Main Campus  Delays Resulting from Improper Routing.  Agreements with Substantive Modifications need to reviewed by the Business Contracts Office.

32. 32 What have we discussed … Definition of a Contract Definition of a Contract Signature Authority Signature Authority Types of University Contracts Types of University Contracts Specific Contracts for the Business Contracts Office Specific Contracts for the Business Contracts Office Clickwrap Agreements Clickwrap Agreements Routing Routing Agreements with Employees Agreements with Employees After-the-Facts After-the-Facts Timelines Timelines

33. 33 Questions

34. 34 Contacts and References Richard A. Wollney Jr. Contracts Manager, Business Contracts Office 458-4069 458-4069 Anthony Sanchez Contracts Specialist II, Business Contracts Office Contracts Specialist II, Business Contracts Office458-4680 Frank Grijalva Contracts Specialist II, Business Contracts Office Contracts Specialist II, Business Contracts Office458-4975 Mark Gallyoun Director of Contracts & Industry Agreements 458-6589