Business Service Contracts : Processes and Procedures ( AM 541 ) Processes & Procedures Richard A. Wollney Jr. - Sr. Contracts Specialist Margaret Peggy.

Business Service Business Service ContractsContracts: :

Processes and ProceduresProcesses and Procedures((AM 541AM 541))

Processes & ProceduresProcesses & Procedures

Richard A. Wollney Jr. - Sr. Contracts Specialist

Margaret “Peggy” Metzger - Contracts Specialist II

Jennifer L. Salyers - Contracts Specialist I

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AgendaAgenda

What What isis a Contract? a Contract?

Types of Contracts.Types of Contracts.

Signature Authority. Signature Authority.

Specific Contracts for this Training.Specific Contracts for this Training.

Routing of Affiliation & Program Agreements. Routing of Affiliation & Program Agreements.

Routing of Other Standard Business Agreements.Routing of Other Standard Business Agreements.

Additional Contract Routing.Additional Contract Routing.

Agreements with EmployeesAgreements with Employees

After the Fact Agreements.After the Fact Agreements.

Timelines.Timelines.

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What What isis a Contract? a Contract?Contract Law 101Contract Law 101

Determining the Initial StepDetermining the Initial Step

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What What isis a Contract? a Contract? A contract is an agreement between two parties A contract is an agreement between two parties

that creates an obligation to perform (or not that creates an obligation to perform (or not perform) a particular duty. A legally perform) a particular duty. A legally enforceable contract requires:enforceable contract requires:

1.1. An OfferAn Offer (I’ll mow your lawn this weekend, if (I’ll mow your lawn this weekend, if you you pay me $30)pay me $30)

2.2. An AcceptanceAn Acceptance (You’ve got a deal)(You’ve got a deal)

3.3. ConsiderationConsideration (The value received and given (The value received and given – – the money and the lawn mowed) the money and the lawn mowed)

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Establishing Offer and Establishing Offer and Acceptance: “A Meeting of the Acceptance: “A Meeting of the

Minds”Minds”A legally recognized offer and an acceptance A legally recognized offer and an acceptance creates a “meeting of the minds’, or mutual creates a “meeting of the minds’, or mutual assent, between the parties. assent, between the parties.

Mutual Assent requires the presence of the Mutual Assent requires the presence of the following factors:following factors:1.1. Both parties must exhibit a “contractual intent” Both parties must exhibit a “contractual intent”

[words spoken in jest or frustration will lack the [words spoken in jest or frustration will lack the requisite intent];requisite intent];

2.2. The terms of the offer must be clear and The terms of the offer must be clear and definite;definite;

3.3. The acceptance must be clearly communicated.The acceptance must be clearly communicated.

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The Requirement for Clear and The Requirement for Clear and Definite TermsDefinite Terms

Required Clarity:Required Clarity: For terms to be legally For terms to be legally valid, a reasonable person must be capable of valid, a reasonable person must be capable of readily understanding them.readily understanding them.

Four primary areas in determining Four primary areas in determining definite terms:definite terms:1.1. the parties;the parties;2.2. time for performance (term or service time for performance (term or service schedule);schedule);3.3. the price; and the price; and4. the subject matter or scope of service.4. the subject matter or scope of service.

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Consideration: Consideration: The Importance of the “Bargained Exchange.”The Importance of the “Bargained Exchange.”

Consideration must be mutual. Both Consideration must be mutual. Both parties parties mustmust receive something of value. receive something of value.

Involvement of money is not required.Involvement of money is not required.

Contracts vs. GiftsContracts vs. Gifts

Types of ContractsTypes of Contracts

UTSA

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Types of University ContractsTypes of University Contracts

Affiliation and Affiliation and International Program International Program AgreementsAgreements

Athletic-Specific, or Athletic-Specific, or Student-Specific Student-Specific Contracts (non- Contracts (non- procurement in nature).procurement in nature).

Entertainer/Artist Entertainer/Artist AgreementAgreement

Interagency Cooperation Interagency Cooperation Agreements (IAC) & Agreements (IAC) & Inter-local AgreementsInter-local Agreements

Museum and Exhibit Museum and Exhibit AgreementsAgreements

Participant/Speaker Participant/Speaker AgreementAgreement

Procurement Contracts; Procurement Contracts; Vendor ServicesVendor Services

Service Agreements (for Service Agreements (for individuals not organized as individuals not organized as a business)a business)

Sponsored Research Sponsored Research Contracts and Sponsored Contracts and Sponsored Projects Projects

Executing the ContractExecuting the Contract

Who can Sign?Who can Sign?

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Signature AuthoritySignature Authority

President-Delegated AuthorityPresident-Delegated Authority::

1.1. V.P. for Business Affairs V.P. for Business Affairs (Kerry Kennedy)(Kerry Kennedy)2.2. Associate V.P. for Administration Associate V.P. for Administration (Pamela S. (Pamela S. Bacon)Bacon)3.3. Associate V.P. Financial Affairs Associate V.P. Financial Affairs (Janet Parker)(Janet Parker)4.4. V.P. for Research (See Below)V.P. for Research (See Below)

All financial and non-financial Sponsored Project and All financial and non-financial Sponsored Project and Research contracts are negotiated/signed by the Office Research contracts are negotiated/signed by the Office of Contracts and Industrial Agreements (OCIA) of Contracts and Industrial Agreements (OCIA) (James (James Casey)Casey). .

Certain 26 Accounts delegated to OSP Certain 26 Accounts delegated to OSP (Noe Saldana)(Noe Saldana)..

Specific Contracts for this Specific Contracts for this Training Training

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Service AgreementService Agreement http://www.utsa.edu/avpa/forms.htmlhttp://www.utsa.edu/avpa/forms.html

Used for services from individuals or other Used for services from individuals or other entities not formally organized as a business. entities not formally organized as a business.

Small dollar: Total Value not to exceed Small dollar: Total Value not to exceed $5000 (including reimbursable expenses)$5000 (including reimbursable expenses)

After the Fact Purchases (More detail to After the Fact Purchases (More detail to follow)follow)

Details of Service Agreement (Critical Nature Details of Service Agreement (Critical Nature of Exhibits)of Exhibits)

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Participant/Speaker AgreementsParticipant/Speaker Agreements http://www.utsa.edu/avpa/forms.htmlhttp://www.utsa.edu/avpa/forms.html

Used for speakers, lecturers, or to provide Used for speakers, lecturers, or to provide compensation to individuals participating in compensation to individuals participating in formal University events. formal University events.

Used to contract with individuals or other Used to contract with individuals or other entities not formally organized as a entities not formally organized as a business.business.

Small dollar: Total Value not to exceed Small dollar: Total Value not to exceed $5000 (including reimbursable expenses)$5000 (including reimbursable expenses)

Details of Participant/Speaker AgreementDetails of Participant/Speaker Agreement

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Entertainer, Artist, or Promoter Entertainer, Artist, or Promoter AgreementAgreement

http://www.utsa.edu/avpa/forms.html http://www.utsa.edu/avpa/forms.html

Used for artists, entertainers, or Used for artists, entertainers, or performers.performers.

Used to contract with Used to contract with bothboth individuals and individuals and companies.companies.

Exempt from Competitive Procurement: Exempt from Competitive Procurement: Value can exceed $5000.Value can exceed $5000.

Details of Entertainer/Artist Agreement.Details of Entertainer/Artist Agreement.

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Interagency & Interlocal AgreementsInteragency & Interlocal Agreements http://www.utsa.edu/avpa/forms.htmlhttp://www.utsa.edu/avpa/forms.html

Used for contracts with other State of Texas Used for contracts with other State of Texas Government entitiesGovernment entities

Interagency: Contracts with other State Interagency: Contracts with other State agenciesagencies

Interlocal: Contracts with Texas municipal, Interlocal: Contracts with Texas municipal, county, and local government entities (also county, and local government entities (also includes political subdivisions of the State, includes political subdivisions of the State, such as school districts).such as school districts).

Exempt from Competitive Procurement: Value Exempt from Competitive Procurement: Value can exceed $5000 (with certain exceptions).can exceed $5000 (with certain exceptions).

Affiliation/Educational Affiliation/Educational Experience AgreementsExperience Agreements

http://www.utsa.edu/avpa/forms.html http://www.utsa.edu/avpa/forms.html

Used to establish student internships.Used to establish student internships. No exchange of funds.No exchange of funds. Changes to Standard Template Requires Changes to Standard Template Requires

UT System Approval.UT System Approval. Requires both Affiliation and Requires both Affiliation and

Accompanying Program Agreement.Accompanying Program Agreement.

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ROUTINGROUTING

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Routing of Affiliation & Program Routing of Affiliation & Program AgreementsAgreements

Standard Routing FormStandard Routing Form U.S. Entity vs. Non-U.S. EntityU.S. Entity vs. Non-U.S. Entity Non-Standard AgreementsNon-Standard Agreements

http://www.utsa.edu/avpa/forms.htmlhttp://www.utsa.edu/avpa/forms.html

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Routing of Other Standard Routing of Other Standard Business AgreementsBusiness Agreements

Service, Participant, Entertainer, & Service, Participant, Entertainer, & Interagency AgreementsInteragency Agreements

Standard Routing FormsStandard Routing Forms Academic & Non-AcademicAcademic & Non-Academic VPSA RoutingVPSA Routing U.S. Entity vs. Non-U.S. EntityU.S. Entity vs. Non-U.S. Entity Modifications to Standard Agreements Modifications to Standard Agreements

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Additional Contract Routing Additional Contract Routing

26 Accounts26 Accounts

Sponsored ResearchSponsored Research

Purchasing Contracts Purchasing Contracts

http://www.utsa.edu/avpa/forms.htmlhttp://www.utsa.edu/avpa/forms.html

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Agreements with EmployeesAgreements with Employees

Handbook of Operating Procedures Handbook of Operating Procedures 4.31 Conflicts of Interest Policy 4.31 Conflicts of Interest Policy

Self-dealing/Transactions with Self-dealing/Transactions with Employees – Section HEmployees – Section H

Requires President’s ApprovalRequires President’s Approval

Cost less than from any other Cost less than from any other known source known source

After the FactAfter the Fact

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After-the-Fact on a POAfter-the-Fact on a PO

Disbursements will Disbursements will notnot pay After-the-Facts pay After-the-Facts on a PO. on a PO.

Services or Goods Secured Prior to Services or Goods Secured Prior to Executed Contract.Executed Contract.

Audit ExceptionAudit Exception Requires Service Agreement (Routed as Requires Service Agreement (Routed as

Described Above).Described Above).

Time Lines:Time Lines:

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General Time LinesGeneral Time Lines

Standard Agreements with all Standard Agreements with all Routing Secured: AVPA Typically Routing Secured: AVPA Typically Signs within 3 days.Signs within 3 days.

Delays Resulting from Improper Delays Resulting from Improper Routing.Routing.

Agreements with Substantive Agreements with Substantive Modifications Routed to Contracts.Modifications Routed to Contracts.

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What have we discussed …What have we discussed … Definition of a Contract Definition of a Contract Types of University ContractsTypes of University Contracts Signature AuthoritySignature Authority Specific Contracts for this TrainingSpecific Contracts for this Training Routing Routing Agreements with EmployeesAgreements with Employees After-the-FactsAfter-the-Facts TimelinesTimelines

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QuestionsQuestions

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Contacts and ReferencesContacts and ReferencesRichard A. Wollney Jr. Richard A. Wollney Jr. Sr. Contracts SpecialistSr. Contracts Specialist

458-4069458-4069

Margaret “Peggy” MetzgerMargaret “Peggy” Metzger Contracts Specialist IIContracts Specialist II

458-4899458-4899

Jennifer L. SalyersJennifer L. Salyers Contracts Specialist IContracts Specialist I

458-4975458-4975

James CaseyJames CaseyDirector-Office of Contracts and Industrial AgreementsDirector-Office of Contracts and Industrial Agreements458-7814458-7814

Noe Saldana Noe Saldana Director-Office of Sponsored ProgramsDirector-Office of Sponsored Programs458-4340458-4340