Contracts and Agreements Training Session Overview

 
Contracts and Agreements
Training Session
 
 
July 17, 2023
Lidia Quiroga
Debbie Carpenter
Sherry Hawn
 
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This training will help you understand:
The types of contracts we have,
The contract process,
Compliance requirements,
How to satisfy University policies, federal and state
laws, and regulations
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Standard
Uses a basic contract template developed by UH system,
with no variation
The vendor makes no changes to the terms and conditions
Non-Standard
Uses a vendor’s contract template
Or a UH template with changes to the terms and
conditions
 
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Articulation Agreement
Agreement with  Jr and Community Colleges
 
Interagency Agreement
Agreement between two or more Texas agencies
 
Interlocal Agreement
Agreement between UHCL and local government
 
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Affiliation Agreement/ Credit & Non-Credit
Use for field practicum and internships
Facility License Agreement
Use for campus recreation special events
Can be zero-dollar
Has strong indemnification/hold harmless terms
 
Memorandum of Understanding
Formalizes a relationship, arrangement, or understanding
between UHCL and another party.
May not be legally binding unless so specified in the agreement.
 
 
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Allow adequate review time !
UHS Tax office must review prior to execution. Please
allow time for this step.
 
Submit a complete packet !
Procurement needs BOTH:
Revenue Contract Coversheet and
OCA Coversheet.
UHCL 
routes documents 
for approval by
tax and legal departments
 
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A non-standard contract happens when your
vendor has different terms and conditions
than our basic contract template contains.
Either
 use a Standard Contract Addendum
(SCA) to add their terms to ours –
Procurement then legal review required.
Or,
 the vendor uses their own template –
Procurement then legal review required.
 
 
 
 
 
 
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Any change to an existing contract 
requires
 the
following:
Attach the 
original contract
.
Process it 
before
 the original contract expires.
Same 
approval level 
or higher as the original contract.
Legal review required; allow 
adequate time
.
Typically, no extensions past 
5 years
.
 
 
 
 
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Informal Bids - $15,001 - $25,000 – Not posted to ESBD
Department recommends a vendor in writing
Procurement will solicit a minimum of 3 informal bids
Two must be “HUB” vendors
Historically underutilized businesses
Bids are not posted to Texas Electronic State Business Daily
 
Formal Bids – Over $25,000 – Posted to ESBD
Department recommends a vendor in writing
Procurement will solicit a minimum of 3 formal, 
written
 bids
Two must be HUB vendors
Bid posted to Texas Electronic State Business Daily for 14 days
Emergency purchases – contact Procurement for details
 
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When is it required
?
Any change in contract terms and conditions
Exceeding threshold limits [see slide 8]
Submit a complete packet 
!
OCA Coversheet
Fill in editable areas (vendor name, address, cost center,
amount, a brief description of scope of work, etc.
Initial first five lines under certification (left side)
Indicate if request is a rush
Authorized Signatory
Procurement Method (if applicable)
All contract documentation (Agreement, T&C’s, COI, Etc.)
Do NOT sign the agreement before legal review.
 
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Department steps
Reviews documentation / obtain corrections if needed
See slide 20 for review checklist
DO NOT SIGN YET
Sends to vendor for review/approval
Vendor returns signed contract
UHCL authorized signatory signs contract
Sends fully executed copy to Procurement
Has final stamp:
 
 
 
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Certificate of Insurance (COI)
Required for any vendor providing services on campus.
Limits must match contract or addendum insurance clauses
Services are intangible benefits, not tangible goods.
List UHCL as 
Certificate Holder 
and 
Additional Insured.
Waiver of subrogation required
Endorsement required from vendors to avoid being held
liable for claims that occur on their jobs here.
UHS reviews any/all insurance waivers
Allow 7-14 days
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Summary for Purchases Exceeding $100,000
 
Use this form with any service or good purchase that
exceeds $100,000 that will be reviewed by OGC.
 
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This form is an assessment of information security items to be
completed for contracts that include hosting of University
information on non-UHS servers.
This includes information specific to individual persons.
 
This sheet should be submitted along with the proposed
contract to the procurement department.
After assessment by UHS Information Security, this
completed checklist will be included in the packet submitted to
the Office of Contracts Administration (OCA)
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The quality control on all contracts and
agreements starts at the department.
 
It is the responsibility of the department
to read the terms of the contract for
accuracy.
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Checklist
Sample Coversheet
Tip sheet
Time Required
Delegation of Authority
Information Security Hosted Services Contract
Checklist
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19
 
Determine the type of contract / agreement
SPA       SCA       MOU      Affiliation       Articulation       vendor provided
Is amount >50K       yes       no,   (if yes fill out OCA Coversheet to legal)
Is the contract a service       yes        no, if yes need COI
Is the contract >15K       yes       no, if yes, need Procurement Method
Sole Source        Emergency       COOP        Bid
Has UHCL contract been changed/redlined      yes      no, if yes need OCA
 
Typical contract packet to legal should include:
OCA Coversheet
Procurement Method (if applicable)
Contract / Agreement
COI (if applicable)
Additional Documentation (terms & conditions, policies,
proposal/quote, etc.)
 
 
 
 
 
 
Checklist
 
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$1,000,000 & above, Board of Regents, approval required.
 
Delegation of Authority List
 
25
 
Questions
Discussion
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This detailed training session covers various aspects of contracts and agreements, including different types of contracts, standard vs. non-standard contracts, examples of common agreements, and less common agreements such as affiliation, facility license, and memorandum of understanding. The session aims to help participants understand the contract process, compliance requirements, and how to adhere to university policies and regulations.


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  1. Contracts and Agreements Training Session July 17, 2023 Lidia Quiroga Debbie Carpenter Sherry Hawn 1

  2. Table of Contents Topic Page Session Purpose 3 Contract Types 4 Standard Contract/Agreement Examples 5 Other Less Common Agreements 6 Contract Threshold Tips 8 Agreements Over $50k 9 Non-Standard Contracts 10 Amendments 11 Bids Summary 12 Legal review 13 After Legal Review 14 Risk, Purchases >100K, ISHSC & FAQs 15 - 25 2

  3. Session Purpose This training will help you understand: The types of contracts we have, The contract process, Compliance requirements, How to satisfy University policies, federal and state laws, and regulations. 3

  4. Contract Types Standard Uses a basic contract template developed by UH system, with no variation The vendor makes no changes to the terms and conditions Non-Standard Uses a vendor s contract template Or a UH template with changes to the terms and conditions 4

  5. Standard Contract or Agreement - Examples Contract/Agreement Use For any type of services [not goods] * Standard Purchasing Agreement * Performer Agreement For musicians, DJ s, dancers * Speaker Agreement For workshops, presentations or any speaker event * Professional Services Agreement For for any medical professionals * Revenue Contract For anticipated revenue of $50k or more 5

  6. Other Less Common Agreements Articulation Agreement Agreement with Jr and Community Colleges Interagency Agreement Agreement between two or more Texas agencies Interlocal Agreement Agreement between UHCL and local government 6

  7. Other Less Common Agreements. Cont d Affiliation Agreement/ Credit & Non-Credit Use for field practicum and internships Facility License Agreement Use for campus recreation special events Can be zero-dollar Has strong indemnification/hold harmless terms Memorandum of Understanding Formalizes a relationship, arrangement, or understanding between UHCL and another party. May not be legally binding unless so specified in the agreement. 7

  8. Contract Threshold Tips Dollar Amount Tip No bid required Specify procurement method: Sole source Bid Solicitations Cooperative Contracts Emergency Purchases $0-$15k Over $15k Needs OCA cover sheet (Even if standard contract) Legal review Procurement manages document flow Over $50k Not Construction Needs OCA cover sheet Legal review Procurement manages document flow Over $100k Construction 8

  9. Revenue Agreements Over $50k Allow adequate review time ! UHS Tax office must review prior to execution. Please allow time for this step. Submit a complete packet ! Procurement needs BOTH: Revenue Contract Coversheet and OCA Coversheet. UHCL routes documents for approval by tax and legal departments 9

  10. Non-Standard Contracts A non-standard contract happens when your vendor has different terms and conditions than our basic contract template contains. Either use a Standard Contract Addendum (SCA) to add their terms to ours Procurement then legal review required. Or, the vendor uses their own template Procurement then legal review required. 10

  11. Amendments Any change to an existing contract requires the following: Attach the original contract. Process it before the original contract expires. Same approval level or higher as the original contract. Legal review required; allow adequate time. Typically, no extensions past 5 years. 11

  12. Bids - Summary Informal Bids - $15,001 - $25,000 Not posted to ESBD Department recommends a vendor in writing Procurement will solicit a minimum of 3 informal bids Two must be HUB vendors Historically underutilized businesses Bids are not posted to Texas Electronic State Business Daily Formal Bids Over $25,000 Posted to ESBD Department recommends a vendor in writing Procurement will solicit a minimum of 3 formal, written bids Two must be HUB vendors Bid posted to Texas Electronic State Business Daily for 14 days Emergency purchases contact Procurement for details 12

  13. Legal Review When is it required? Any change in contract terms and conditions Exceeding threshold limits [see slide 8] Submit a complete packet ! OCA Coversheet Fill in editable areas (vendor name, address, cost center, amount, a brief description of scope of work, etc. Initial first five lines under certification (left side) Indicate if request is a rush Authorized Signatory Procurement Method (if applicable) All contract documentation (Agreement, T&C s, COI, Etc.) Do NOT sign the agreement before legal review. 13

  14. After Legal Review Department steps Reviews documentation / obtain corrections if needed See slide 20 for review checklist DO NOT SIGN YET Sends to vendor for review/approval Vendor returns signed contract UHCL authorized signatory signs contract Sends fully executed copy to Procurement Has final stamp: 14

  15. Risk Management Certificate of Insurance (COI) Required for any vendor providing services on campus. Limits must match contract or addendum insurance clauses Services are intangible benefits, not tangible goods. List UHCL as Certificate Holder and Additional Insured. Waiver of subrogation required Endorsement required from vendors to avoid being held liable for claims that occur on their jobs here. UHS reviews any/all insurance waivers Allow 7-14 days 15

  16. Summary for Purchases Exceeding $100,000 Use this form with any service or good purchase that exceeds $100,000 that will be reviewed by OGC. 16

  17. Information Security Hosted Services Contract Checklist This form is an assessment of information security items to be completed for contracts that include hosting of University information on non-UHS servers. This includes information specific to individual persons. This sheet should be submitted along with the proposed contract to the procurement department. After assessment by UHS Information Security, this completed checklist will be included in the packet submitted to the Office of Contracts Administration (OCA) 17

  18. Message from Associate Vice Chancellor of Legal Affairs The quality control on all contracts and agreements starts at the department. It is the responsibility of the department to read the terms of the contract for accuracy. 18

  19. FAQs Checklist Sample Coversheet Tip sheet Time Required Delegation of Authority Information Security Hosted Services Contract Checklist 19

  20. Checklist Determine the type of contract / agreement SPA SCA MOU Affiliation Articulation vendor provided Is amount >50K yes no, (if yes fill out OCA Coversheet to legal) Is the contract a service yes no, if yes need COI Is the contract >15K yes no, if yes, need Procurement Method Sole Source Emergency COOP Bid Has UHCL contract been changed/redlined yes no, if yes need OCA Typical contract packet to legal should include: OCA Coversheet Procurement Method (if applicable) Contract / Agreement COI (if applicable) Additional Documentation (terms & conditions, policies, proposal/quote, etc.) 20

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  22. Time Required TIME REQUIRED FOR CONTRACT PROCESSING BY UHCL OFFICE OF CONTRACTS AGREEMENT TYPE # BUS. DAYS REQUIRED Standard contract 13 Non-standard contract 18 Requiring Chancellor/Pres. signature Add 10 days to above Requiring Board approval 90 * Leases may require additional time, depending upon complexity 23

  23. Delegation of Authority List President, Dr. Richard Walker Up to $300,000 Academic Affairs & Provost, Sr. VP Christopher Maynard $25K to $300K Delegated by Christopher Maynard Kathryn Matthew, Assoc. Vice President Academic Affairs Up to $300,000 Delegated by Christopher Maynard, Miguel Gonzalez, Dean, College of Science and Engineering Up to $25,000 Delegated by Christopher Maynard, Joan Pedro, Dean, College of Education Up to $25,000 Delegated by Christopher Maynard Glenn Sanford, Dean, Human Sciences and Humanities Up to $25,000 Delegated by Christopher Maynard Ed Waller, Dean, College of Business Up to $25,0000 Admin. & Finance, Mark Denney, VP Admin. & Finance Up to $300,000 Delegated by Mark Denney, Sherry Hawn, Associate VP, Business Operations Up to $300,000 University Advancement, Joe Staley, VP University Advancement - Up to $300,000 Strategic Enrollment Management, Dr. Matt Aschenbrener, VP for Strategic Enrollment Management - Up to $300,000 Student Affairs, Tina Powellson, VP Student Affairs Up to $300,000 Construction and Facilities, Bubba Jones, Interim Associate VP for Facilities Management and Construction - Up to $100,000 Purchasing, Debra Carpenter, Executive Director of Purchasing & Payables Up to $100,000 Purchasing, Kimberly August, Procurement Specialist II Up to $100,000 Above $300,000 Below $500,000, Senior Vice Chancellor / VP for Administration & Finance, UH Raymond S. Bartlett $500,000 Below $1,000,000, UHS Chancellor & UH President, Dr. Renu Khator $1,000,000 & above, Board of Regents, approval required. 24

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  25. Questions Discussion

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