1. + Departmental Research Administrator Training Series An Introduction to Contracts and OCIA James J. Casey, Jr., J.D. Director, Office of Contracts and Industrial Agreements

2. + Overview of Today’s Course Today’s session will address basic issues in university contracting as well as the contract process here at UTSA.

3. + Learning Outcomes To understand the difference between a grant and a contract; types of contracts; funding mechanisms To understand the basic UTSA contract process To be able to identify key areas of potential problems in contracts

4. + Overview and Definitions

5. + OCIA and the Contract Process All non-financial contracts are negotiated and signed by OCIA Financial contracts are negotiated/signed by OCIA and are established in a broader working relationship with OSP pre award and post award Sending a subcontract to another institution- make sure that OSP already has the workscope, budget, and institutional letter in the OSP file

6. + DEFINITIONS Grant Purpose is to transfer money, property, services, or anything of value to recipient in order to accomplish a public purpose No substantial involvement is anticipated between sponsor and recipient during performance of activity Often called an “assistance mechanism”

7. + DEFINITIONS Cooperative Agreement principal purpose is to transfer funds to recipient to accomplish a public purpose substantial involvement is anticipated between sponsor and recipient during performance of activity

8. + DEFINITIONS Contract principal purpose is to acquire property or services for direct benefit or use of the sponsor sponsor determines that procurement contract is appropriate often called a “procurement mechanism”

9. + SO... What is a Contract? A document that describes a relationship between two parties, such as a buyer and seller, that is defined by an agreement about their respective rights and responsibilities (offer, acceptance, consideration) BEWARE, contracts are: More difficult to negotiate More difficult to administer Have more rules and are less flexible

10. + TYPES OF CONTRACTS (Financial, Non- Financial) The Contract Masquerade Memorandum of Understanding Teaming Agreement Agreements with funds: e.g. grants with terms and conditions, contracts, purchase orders, Intergovernmental Agreements Other agreements: e.g. Material Transfer Agreement, non-disclosure agreements, data transfer agreements.

11. + FUNDING MECHANISMS Fixed-Price Cost Reimbursement Time and Materials Incentive Contracts

12. + CONTRACTING: SHIFTING ROLES Government Prime Contractor University Subcontractor Second Tier Sub Second Tier Sub

13. + PLAYERS, ROLES, RESPONSIBILITIES Proposal Negotiation Award Mgt. PIOCIA/PIPI PI Dept StaffOSPOSP, OCIA Pre-AwardGCFSGCFS

14. + Troublesome Clauses FINANCIAL LEGAL MANAGEMENT ACADEMIC

15. + Financial: Payment Provisions Documentation and Reporting Ownership of Equipment Audit Legal:Indemnification/Insurance Choice of Law Arbitration Termination Management:Key Personnel/Approval of Staff Technical Direction & Changes Deliverables: Inspection and Acceptance

16. + Clauses bearing on Academic Issues Publication Confidentiality and Non-Disclosure Publicity/Disclosure of Sponsorship Restricted, Proprietary, and Classified Research Rights in Data Intellectual Property/Work for Hire/Rights in Data

17. + STATE STATUTES Nondiscrimination Conflict of Interest Arbitration/Dispute Resolution Contractor’s Records Failure of the Legislature to Appropriate Confidentiality Indemnification/Insurance Governing Law Public Records

18. + TECHNICAL DIRECTION Why are Technical Direction and Changes potential issues? How are Technical Direction and Changes problems identified in a contract? Compromises? Alternative language? Is it ever OK to agree to Technical Directions or Changes?

19. + TECHNICAL DIRECTION Ensure that: The Principal Investigator and his/her team are not under the direction or supervision of the sponsor. The Principal Investigator is solely responsible for the direction and management of the project and its outcomes.

20. + Remember: a contract is a “binding” agreement and your institution has a legal obligation to perform.

21. + Questions?