Business Service Contracts : Processes and Procedures ( AM 541 )

1. Business Service Contracts: Processes and Procedures(AM 541) Processes & Procedures Richard A. Wollney Jr. - Contracts Manager Peggy Metzger - Contracts Specialist II VACANT - Contracts Specialist I

2. 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

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

4. What is a Contract? Acontract 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(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)

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. Executing the Contract Who can Sign?

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

10. Types of Contracts UTSA

11. Affiliation & International Program Agreements Athletic-Specific, or Student-Specific Contracts (non- procurement in nature). Entertainer/Artist Agreement Interagency Cooperation Agreements (IAC) & Inter-Local Agreements Museum/Exhibit Agreements Participant/Speaker Agreement Procurement Contracts; Vendor Services Service Agreements (for individuals not organized as a business) Sponsored Research Contracts and Sponsored Projects Click Wrap Agreements Study Abroad Agreements Types of University Contracts

12. Specific Contracts for the Business Contracts Office

13. Service AgreementServices 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)

14. Participant/Speaker AgreementsExempt Agreements • 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. Departmental Direct Expense Participation 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. Entertainer, Artist, or Promoter Agreement 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.

17. Interagency & Interlocal 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).

18. Affiliation/Educational Experience AgreementsEducational 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. Clickwrap Agreements

20. 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: 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. ACCEPT TERMS CANCEL

21. 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.

22. ROUTING

23. Routing of Affiliation & Program Agreements Routing Forms • Affiliation & Program Routing Form • Exclusive to Affiliation and Program Agreements

24. Routing of Service, Participant/Speaker, Entertainer, & Interagency Agreements Routing Forms • Academic & Non-Academic • U.S. Entity vs. Non-U.S. Entity • VP for Student Affairs: Routing

25. Additional Agreement Routing Routing Forms • Sponsored Research Accounts • Procurement related agreements (The Business Contracts Office will route the Agreement on the Department’s behalf)

26. 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

27. After the Fact

28. After-the-Fact on a PO • What is an After-the-Fact? 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).

29. Time Lines:

30. General Time Lines • Standard Template Agreements with all routing secured are typically signed within 3 business days upon receipt by the Office of the Associate Vice President for Administration (AVPA). • Delays Resulting from Improper Routing. • Agreements with Substantive Modifications need to reviewed by the Business Contracts Office.

31. What have we discussed … • 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

32. Questions

33. Contacts and References Richard A. Wollney Jr. Contracts Manager, Business Contracts Office 458-4069 Peggy Metzger Contracts Specialist II, Business Contracts Office 458-4899 Vacant Contracts Specialist I, Business Contracts Office 458-4975 Office of Sponsored Project Administration (Research) 458-6589 (Mark Gallyoun – Contract Negotiator)