Business Service Contracts Processes and Procedures Processes

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

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. 2

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

What is a Contract? A www. utsa. edu/purchasing/contracts/definition. c fmis an agreement between two parties that creates an obligation to perform (or not perform) a particular duty. A legally enforceable contract requires: 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) 4

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. 5

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. 6

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 7

Types of Contracts SA UT

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

Executing the Contract Who can Sign?

Signature Authority President-Delegated Authority: 1. 2. 3. 4. V. P. for Business Affairs (Kerry Kennedy) Associate V. P. for Administration (Pamela S. Bacon) Associate V. P. Financial Affairs (Janet Parker) 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). § Certain 26 Accounts delegated to OSP (Noe Saldana). 11

Specific Contracts for this Training

Service Agreement http: //www. utsa. edu/avpa/forms. html § 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) 13

Participant/Speaker Agreements http: //www. utsa. edu/avpa/forms. html § 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. § Small dollar: Total Value not to exceed $5000 (including reimbursable expenses) § Details of Participant/Speaker Agreement 14

Entertainer, Artist, or Promoter Agreement http: //www. utsa. edu/avpa/forms. html § 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. 15

Interagency & Interlocal Agreements http: //www. utsa. edu/avpa/forms. html § § 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). 16

Affiliation/Educational Experience Agreements http: //www. utsa. edu/avpa/forms. html § Used to establish student internships. § No exchange of funds. § Changes to Standard Template Requires UT System Approval. § Requires both Affiliation and Accompanying Program Agreement. 17

ROUTING 18

Routing of Affiliation & Program Agreements § Standard Routing Form § U. S. Entity vs. Non-U. S. Entity § Non-Standard Agreements http: //www. utsa. edu/avpa/forms. html 19

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

Additional Contract Routing 26 Accounts Sponsored Research Purchasing Contracts http: //www. utsa. edu/avpa/forms. html 21

Agreements with Employees Handbook of Operating Procedures 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 22

After the Fact

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

Time Lines:

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

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

Questions 28

Contacts and References Richard A. Wollney Jr. Sr. Contracts Specialist 458 -4069 Margaret “Peggy” Metzger Contracts Specialist II 458 -4899 Jennifer L. Salyers Contracts Specialist I 458 -4975 James Casey Director-Office of Contracts and Industrial Agreements 458 -7814 Noe Saldana Director-Office of Sponsored Programs 458 -4340 29