Professional Documents
Culture Documents
Contracts:
Processes and Procedures
(AM 541)
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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:
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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.
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What Authority Defines a Contract?
Sources of Contract Law
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Categorizing University
Contracts
SA
UT
Types of University Contracts
Affiliation and Prof. Service Agreements
International Program (for individuals not
Agreements organized as a business)
Athletic-Specific, or Procurement Contracts;
Student-Specific Vendor Services
Contracts (non- Sponsored Research
procurement in nature). Contracts and Sponsored
Interagency Cooperation Projects
Agreements (IAC) & University-Provided
Inter-local Agreements Services
Museum and Exhibit See Categorizing Contracts
Agreements
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Classifying a Procurement Contract
University payment is not a defining factor. [Many
procurement contracts actually involve a vendor
payment to UTSA.]
1. Vendor-Originated
2. UT Determination: The risk of the project
may necessitate a formal agreement; or UT
Policies may require it.
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Required Submission
Documentation
Appropriately weighing the risks of the project
with the most efficient processing methods
requires a clear understanding of the project.
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Required Submission
Documentation
If it is already known that a vendor will be
requesting that its agreement be signed,
the following information should also be
included:
1. A short explanation (1-3 sentences) of the
extenuating circumstances that require a
vendor’s contract; and
2. An electronic version of the agreement in
modifiable Word format.
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Purchasing Office Assistance
Routing to Assigned Buyer: The electronic
purchase request (PB4) will automatically
route to your department’s assigned buyer
in the Purchasing Office.
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Purchasing Requirements
The Purchasing Office Buyer will work with
the Contracts Office and your Department
to:
1. Determine the most efficient methods for
project completion;
2. Ensure compliance with UT purchasing
Regulations and Best Value Polices; and
3. Accurately define the Statement of Services
(SOW) or Scope of Work.
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Reviewing the Business Issues
Developing an Appropriate Statement of
Services (SOS):
1. Does the SOS accurately define what you
want?
2. Will the SOS allow for legitimate evaluation
of the result?
3. Talk it through with an unaffected party.
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Finalizing the Needs
Assistance from
Purchasing and
Distribution Services
Departmental
Ownership
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Understanding the Commitment
The Principle Issue: Ensure there is a clear
understanding of the two parties’ commitment.
Ensuring Enforceability:
1. Establish objective measures of
performance (did you get what you wanted?)
2. Create methods to resolve disputes without
affecting progress.
3. Determine means of recourse and remedies,
if all else fails.
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Requirements for Additional
Expertise and Approvals
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Formal Review of the
Contract Terms
Legal Office Review
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Utilizing Alternate Contract
Methods
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Formal Review and Analysis
Refining the SOS, if necessary
Matching the Terms to the SOS
Negotiation
– The Contracts Office will facilitate any
required negotiations with the vendor’s legal
office or contract officers.
– The Contracts Office will maintain continuous
consultation with the department, specifically
in the area of business issues.
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Major Areas within Every Contract
Parties Warranties
Effective Date and Terms Remedies
Statement of Service (SOS) Risk Allocation
Pricing Boilerplate
Performance Standards Signatures
See:
contract components
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Common Contractual Terms
Three commonly negotiated/contentious
provisions:
1. Warranties
2. Indemnification [protection against loss or
liability from 3 rd
party claims]
3. Liability & Damages [legal responsibilities]
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Common Contractual Terms
Two common provisions specific to UTSA:
1. Confidentiality
2. University Marks
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Constitutional & Court-Ordered
Limitations & Authority
Sovereign Immunity
Right to Suit
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Statutorily Required Clauses
Governing Law (Jurisdiction) and Venue
Financial Standing
Dispute Resolution
Electronic and Information Resources
Accessibility (EIR Provision)
Standard Addendum
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Use of Template Agreements
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High-Risk Agreements
Determining the Risk:
Certain agreements, because of value, policies,
or subject matter, can signify potential high risk
to the University.
Timeline:
The time required to analyze, redraft, and
coordinate issues (and departments) may be
significant, but an initial review will generally be
provided to the department and/or vendor within
3-4 weeks.
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Required UT System Review
Special Procedure Contracts
– Requires review by the UT System
Office of General Counsel (OGC). The
Contracts Office will review the agreement
locally and then forward to OGC for approval
as to legal form.
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Required UT System Review
Timelines
– Special Procedure Contracts and OGC review will
require additional processing time (add an
estimated 60-90 days to the normal process).
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Finalizing and Executing
the Agreement
Finalizing the Agreement
Final Negotiations
with the Vendor
Departmental
Approval Required
Additional Necessary
Approvals
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Executing the Agreement -
Who can Sign?
President-Delegated Authority:
1. V.P. for Business Affairs
2. Associate V.P. for Administration
3. Associate V.P. for Financial Affairs
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Departmental Contract
Administration
Cost Benefit Analysis Required for
State Funded Contracts
If state appropriated funds (14 Accounts)
are used, the department must maintain
on file the following documentation:
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Final Stage: Departmental Contract
Administration
Upon completion of the procurement
process and contract negotiations, the
final phase of contracting is administration.
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Ensuring Compliance:
Departmental Administration
A Department’s Contract Administration
responsibilities include:
1. Verifying the contractor complies with the
terms and conditions of the agreement;
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Contacts and References
Robert Lee Dickens
Contracts Manager
458-4067
Richard “Rancher” Wollney Jr.
Contracts Specialist
458-4069
Nora Evans
Business Law Attorney - Legal Affairs
458-4703
Yolanda Miller
Director, Purchasing and Distribution Services
458-4975
Lane Brinson
Purchasing Manager
458-4066
http://www.utsa.edu/purchasing/contracts/
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What have we discussed …
Definition of a Contract
Types of University Contracts
Initial Development and Submission of
Contractual Project
Overview of Contract Terms
Time Lines, High-Risks Agreements, and
Special Procedure Contracts
How to finalize and execute an agreement
Contract Administration
Resource information
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Questions
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