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

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

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)

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.
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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.
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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

Types of Contracts

S
UT

Types of University Contracts

Affiliation and

International Program
Agreements
Athletic-Specific, or
Student-Specific
Contracts (nonprocurement 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
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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).
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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)
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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
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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).
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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.
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ROUTING

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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

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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
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Additional Contract Routing

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

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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

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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).
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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.

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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

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Questions

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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
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