Business Service Contracts: Processes and Procedures (AM 541)

1
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
• 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

8
Types of Contracts
UTSA
9
Types of University Contracts

• Affiliation and International Program Agreements
• Athletic-Specific, or Student-Specific Contracts
  (non- procurement in nature).
• Entertainer/Artist Agreement
• Interagency Cooperation Agreements (IAC)
  Inter-local Agreements

• Museum and Exhibit Agreements
• Participant/Speaker Agreement
• Procurement Contracts Vendor Services
• Service Agreements (for individuals not organized
  as a business)
• Sponsored Research Contracts and Sponsored
  Projects

10

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

12
Specific Contracts for this Training
13
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)

14
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

15
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.

16
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).

17
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.

18
ROUTING
19
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

20
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

21
Additional Contract Routing

• 26 Accounts
• Sponsored Research
• Purchasing Contracts
• http//www.utsa.edu/avpa/forms.html

22
Agreements with Employees

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

23
After the Fact
24
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).

25
Time Lines
26
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.

27
What have we discussed

• Definition of a Contract
• Types of University Contracts
• Signature Authority
• Specific Contracts for this Training
• Routing
• Agreements with Employees
• After-the-Facts
• Timelines

28
Questions
29
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