CONTRACT ADMINISTRATION MANUAL JUNE 2011

INTRODUCTION The offices of General Counsel, Institutional Compliance, and Procurement Services are pleased to provide the TSU family with the FY2011 Contract Administration Guide. This guide provides checklists, standard forms, and flowcharts to make the TSU contracting process easier. In addition, this guide contains basic contracting information to assist you in the processing and review of your contracts / agreements. If you have any questions or comments about this manual, please contact the following individuals: Yolanda Nimmer-Williams, Director Office of Institutional Compliance 713-313-6823

Teena Adams, Compliance Officer II Office of Institutional Compliance 713-313-7417

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TABLE OF CONTENTS

Introduction……………………………………………………………………......………….2 Table of Contents………………………………………………………….........………….…3 Glossary………….....………………………………….……………………...………………..4 Legal Review of Contracts & Agreements …….………………………......……………....8 State Contracting Requirements ….……………………………......…………………….…9 TSU’s Process.……………….………………………..……………...……………………..….19 Contract Checklist………………………………………………..…………………….……..20 Consulting Contract Checklist…………………………………..……………………….....25 Appendix….………………………………………………………………………………….26 A. Forms / Standard Agreements Affiliation Agreements Athletic Agreements Facilities Licensing & Construction Intellectual Property Interagency Agreements Other Contract Forms Personal Trainer (Fitness & Wellness) Police Services Procurement Forms & Agreements Speakers/Performers/Promoters Sponsored Program Standard Releases/Health Forms Visiting Faculty B. Professional Services C. Quick Reference Guide Contract Administration Contacts……………………………………………..……..……45

Contract Administration Policy - MAPP 08.04.01 FY2011 Contract Handbook

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GLOSSARY A. Affiliation Agreement. Defines the terms of service between the advertiser and the affiliate, which defines and governs the affiliate relationship. The affiliate agreement will specify what both parties are responsible for, payout terms and commission for conversions, if necessary. B. Amendment. The process of formally altering or adding to a document or record. C. Board. The Texas Southern University Board of Regents. D. Breach. A violation or infraction, as of a law, a legal obligation, or a promise. E. Compliance Cover Sheet. A form containing details and acknowledgments of responsibility related to a contract request submitted for review and approval. The Compliance Cover Sheet can be obtained from the University’s website. F. Consultant. A person that provides or proposes to provide a Consulting Service. The term includes a political subdivision, but does not include the federal government, a state agency or a state governmental entity (Texas Government Code §2254.021(3)). G. Consulting Service. The service of studying or advising a state agency under a contract that does not involve the traditional relationship of employer and employee (Texas Government Code §2254.021(1)). To ‚study‛ means to consider some aspect of the agency in detail, such as its financial status or its method of performing an administrative function, and to present that information to the agency. To ‚advise‛ means to provide a recommendation or identify options with respect to some course of action. Generally, a ‚consultant‛ delivers information or provides assistance that enables the state agency to take some course of action. When a contract involves both Consulting Services and other services, it is considered a consulting contract if Consulting Services are the primary objective of the contract (Texas Government Code §2254.038). Questions about whether a particular contract involves Consulting Services should be directed to the Purchasing Department or the Office of General Counsel (‚OGC‛). H. Contract or Agreement. An agreement between two or more parties that creates in each party an obligation to do or refrain from doing something and a remedy for such party’s failure to fulfill the obligation. As used in this policy, references to ‚contracts‛ or ‚agreements‛ include, but are not limited to, agreements, terms and conditions, amendments, letters of agreement, letters of intent, statements of intent, FY2011 Contract Handbook

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memoranda of understanding, leases, inter-local agreements and any other contract-related documents.

I.

agreements,

interagency

Due Diligence. The degree of care that a prudent person would exercise prior to entering into a transaction. Here, at Texas Southern University, the review process involves performing various investigative searches including, but not limited to, reviewing: The vendor’s organizational chart to identify any conflicts of interest for TSU; Dunn and Bradstreet information for financial assessment; Centralized Master Bidders Listing for debarred vendors and HUB status; Excluded Party Listing to confirm vendor’s eligibility to receive Federally funded contracts; Vendor’s packet to ensure TSU has received copy of insurance certificate(s); and Texas Comptrollers of Public Accounts to verify vendor hold status and to determine if the business is in good standing with the state of Texas.

J.

Extension. An allowance of extra time.

K. Historically Underutilized Business (HUB). A corporation, sole proprietorship, partnership, or joint venture, with a principal place of business in this state, which at least is fifty-one (51%) percent owned, controlled, operated, and actively managed by one or more persons who have been economically disadvantaged because of their membership in a certain group, including Black American, Hispanic Americans, women, Asian Pacific Americans, and Native Americans, and who have suffered the effects of discriminatory practices or other similar insidious circumstances over which the person has no control.( See Government Code §2161.001). L. Initiating Department. The university department or representative that initiates a contract request and/or otherwise has responsibility for such contract.

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M. Interagency. Involving or representing two or more agencies, especially government agencies. N. Late Payment. A payment that is distributed to a vendor after the due date. O. Lease. A contract by which one conveys real estate, equipment, or facilities for a specified term and for a specified rent P. License. A legal document granted by competent authority giving official permission to engage in a business, occupation, or activity. Q. Master Agreements. Allow requisitioning departments to purchase commodities without requesting competitive bids from other vendors. The ‚best value‛ process has already occurred through the RFP process or group purchasing programs; therefore, individual purchases may not require further bidding. R. Memorandum of Agreement (MOA). A document written between parties to cooperatively work together on an agreed upon project or meet an agreed objective. The purpose of an MOA is to have a written understanding of the agreement between parties.

S. Memorandum of Understanding (MOU). A document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action. T. Modification. A small alteration, adjustment, or limitation. U. OGC. Texas Southern University’s Office of General Counsel. V. President’s Delegations of Authority. A summary of delegations of authority made by President and available on the University’s website. W. Professional Services. Services directly related to the professional licensed practices such as accounting, architecture, landscape architecture, land surveying, medicine, optometry, professional engineering, real estate appraising, or professional nursing (Texas Government Code §2254.002(2)). Services provided by professionals outside the scope of their profession, (e.g., management-consulting services provided by accounting firms,) are not considered Professional Services for purposes of this policy. FY2011 Contract Handbook

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X. Purchase Order. Written authorization for a supplier to ship products at a specified price, which becomes a legally binding contract once the supplier accepts it. Y. Sponsored Research. Includes research and development projects that usually involve the preparation of specialized contracts such as grants, sub-recipient agreements or sub-contract agreements with other entities. Z. Standard Form Agreement. Contracts and other documents that have been previously reviewed and approved by the Office of General Counsel for proper form and legality, including compliance with applicable state laws, constitutional requirements and Board and System policies. Standard form agreements are denoted by a contract number such as the following example: ‚TSUOGC-S-2010-001.‛ AA. Substantive Change. A change that modifies the legal terms of a particular document. Any substantive change to a standard form agreement will render it nonstandard. Examples of substantive changes include modifications to: party names, description of goods or services, dollar amount to be paid or received, effective date and term length. Questions about whether a particular modification constitutes a substantive change should be directed to the Office of General Counsel. BB. University. Texas Southern University.

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LEGAL REVIEW OF CONTRACTS AND AGREEMENTS Texas Southern University is committed to executing contracts in compliance with applicable federal and state laws, regulations, and agency advisory opinions, judicial and administrative determinations. Hence, contracts, other than standard contracts approved in advance by the Office of General Counsel (‚OGC‛) for amounts less than $5,000, must be submitted to the OGC before execution for review and approval as to legal form and sufficiency. If the standard contract has substantive changes, it must be submitted to OGC review regardless of the amount. If the vendor provides a contract form, attach the University’s standard clause addendum form before submitting to the OGC. For contracts for goods and services, prior to submitting the primary contract to the OGC for review, the compliance coversheet must be initialed by Procurement Services (to determine if the proper bids were acquired, if necessary); the Office of Institutional Compliance (to perform due diligence, if required); and the Chief Financial Officer (to confirm the availability of funds). All applicable administrative and legal reviews must be completed prior to execution of a contract and prior to commencement of any duties/actions by the parties pursuant to the contract. Once the contract is fully-executed, a legible copy of the executed contract must be submitted to the Office of General Counsel.

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STATE CONTRACTING REQUIREMENTS Any Texas Southern University contract should always be governed by the laws of the State of Texas. Texas law contains many provisions which protect the State and state institutions of higher education.

1. Confidentiality Clauses: Texas Southern University is subject to the Texas Public Information Act. Chapter 552 of the Texas Government Code. Texas Southern cannot keep information confidential if it is subject to disclosure under the Texas Public Information Act. Therefore, any clauses in contracts which require the University to maintain information as confidential must either be deleted or qualified with ‚to the extent permitted by the Texas Public Information Act‛ or similar language. 2. Indemnification: Indemnity and hold harmless provisions are very important and must be reviewed carefully. A provision in a contract to indemnify or hold a party harmless is a promise to pay for any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract or negligently performing duties under the contract. Article III, Section 49 of the Texas Constitution states that ‚no debt shall be created by or on behalf of the State . . . .‛ The Attorney General has counseled that a contractually imposed obligation of indemnity creates a ‚debt‛ in the constitutional sense. Tex. Att’y Gen. Op. No. MW-475 (1982). Contract clauses which require the System or the Institutions to indemnify must be deleted or qualified with ‚to the extent permitted by the Constitution and laws of the State of Texas.‛ Liquidated damages, attorney’s fees, waiver of vendor’s liability, and waiver of statutes of limitations clauses should also be deleted or qualified with ‚to the extent permitted by the Constitution and laws of State of Texas.‛

3. Insurance: The University should carefully review any clauses in its contracts which require it to maintain insurance and ensure that the clauses accurately reflect levels of coverage. Below is a brief explanation of some common insurance requirements. a. General Liability Insurance: It is the stated policy of the State of Texas not to acquire commercial general liability insurance for torts committed by employees of the State who are acting within the scope of their employment. Rather, third parties must look to the Texas Tort Claims Act for relief with respect to property damage, personal injury, and death proximately caused by the wrongful act or omission or negligence of an employee acting within his scope of employment.

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b. One exception to the above stated policy of the state authorizes agencies and state institutions of higher education to acquire commercial automobile insurance for the use and benefit of their employees who operate state owned, motorized vehicles and special equipment. c. Worker’s Compensation Insurance: TSU employees are provided Worker's Compensation coverage under the provisions of the Workers' Compensation Act for Texas State employees. 4. Payment and Interest on Late Payments: Chapter 2251(Prompt Payment Law) of the Texas Government Code provides for interest on late payments to vendors. Contracts which require Texas Southern to pay interest on late payments should be modified so that any interest payment will be in accordance with Chapter 2251.025(b) of the Texas Government Code which states the rate in effect on September 1 is equal to the sum of: (1) one percent; and (2) the prime rate as published in the Wall Street Journal on the first day of July of the preceding fiscal year that does not fall on a Saturday or Sunday. 5. Breach of Contract Claims: Chapter 2260 of the Texas Government Code establishes a dispute resolution process for contracts with entities of the State of Texas involving goods, services and certain types of projects. This statute was intended to be of benefit to parties contracting with an entity of the State of Texas. This statute requires that a state entity must give vendors notification of the dispute resolution process and its applicability to state contracts. Any arbitration or mediation provisions contained in contracts should be deleted and replaced with the dispute resolution clause contained in the Standard Addendum. Texas Southern should not enter into contracts which contain an arbitration provision as it could waive protections provided by state law. 6.

Non-Appropriations Clause: If Texas Southern is a party to a contract and the term of the contract extends beyond the expiration of the current appropriations term that is in effect when the contract is entered into, the contract must contain a provision that specifically conditions the TSU’s financial obligations under the contract on the availability of sufficient appropriations. This is necessary to avoid the creation of an unconstitutional debt.

7. Franchise Tax Certification: Section 2107.008 of the Texas Government Code does not permit Texas Southern to pay a vendor who is delinquent in paying State of Texas franchise taxes. TSU must determine whether a vendor is delinquent, and the certification in the standard addendum helps with compliance with Section 2107.008.

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8. Payment of Debts to State of Texas: Sections 2107.008 and 2252.903 of the Texas Government Code only require state institutions to include this clause in contracts with persons whom the state comptroller has determined are in debt to the state or delinquent in the payment of taxes. The clause in the standard addendum requires vendors to acknowledge that if they are in debt to the state, payments they are owed under the contract will first be applied to pay off their debt. Child Support Certification: Section 231.006 of the Texas Family Code requires certain vendors who do business with the state to certify that they are not delinquent in the payment of child support. 9. Certain Bids Prohibited: Section 2155.004 of the Texas Government Code states that a state agency may not accept a bid or award a contract that includes proposed financial participation by a person who received compensation from the agency to participate in preparing the specifications or request for proposals on which the bid or contract is based. 10. Limitation of Time in Which to Bring Legal Action or Claim: Section 16.070 of the Texas Civil Practice & Remedies Code states that any stipulation or agreement that attempts establish a limitations period shorter than two years is void. 11. Historically Underutilized Businesses (HUBS): A "Historically Underutilized Business"... ...is at least 51% owned by an Asian Pacific American, Black American, Hispanic American, Native American and/or American woman, ..is an entity with its principal place of business in Texas, and ...has an owner residing in Texas with a proportionate interest that actively participates in the control, operations and management of the entity's affairs. In accordance with Texas Administrative Code §20.13, each state agency shall make a good faith effort to utilize HUBs in contracts for construction, services (including professional and consulting services) and commodities purchases. It is the policy of the commission to encourage the use of historically underutilized businesses (HUBs) by state agencies and to assist agencies in the implementation of this policy through race, ethnic, and gender-neutral means. The purpose of this program is to promote full and equal business opportunities for all businesses in state contracting in accordance with the goals specified in the State of Texas Disparity Study.

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Each state agency shall make a good faith effort to assist HUBs in receiving a portion of the total contract value of all contracts that the agency expects to award in a fiscal year in accordance with the following percentages: 11.9% for heavy construction other than building contracts; 26.1% for all building construction, including general contractors and operative builders contracts; 57.2% for all special trade construction contracts; 20% for professional services contracts; 33% for all other services contracts; and 12.6% for commodities contracts. 12. Conflict of Interest. In accordance with Texas Government Code, Subchapter C, Standards of Conduct and Conflicts of Interest (Section 572), a State employee should not accept other employment or compensation that could reasonably be expected to impair the employee’s independence of judgment in the performance of the employee’s official duties. In regards to gifts, any item(s) received valued at $250 or more shall be disclosed to the employees’ respective supervisors. The President shall make such disclosures to the Board of Regents. Employees may accept benefits from personal friends, relatives, or business associates with whom they have a relationship independent of their official status, so long as the benefit is not offered in exchange for official action or decision. If a concern related to conflict of interest exists, notify the Office of Compliance or the Office of Internal Audit for appropriate guidance. (See MAPP 02.05.05) 13. Contracts with Other Institutions: The Board may make proper arrangements by contract with other educational institutions, hospitals, and clinics in Houston for the use of any facilities and services it considers necessary and expedient for the proper training and education of students in professional courses. 14. Interagency Contracts for Networks: Any institution of higher education may enter into an interagency contract with one or more other institutions of higher education for the establishment and operation of a telecommunications network for the transmission of audio or video signals or electronic data, but only to the extent that the telecommunications services are not available through a system of telecommunications services established for state agencies generally. Each of those interagency contracts shall be reviewed by the Texas Higher Education Coordinating Board.

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TSU’s PROCESS CONTRACTS FOR GOODS & SERVICES A. After the completion of the ‚request for proposal‛ (RFP) or ‚request for quote‛ (RFQ) process with the Office of Procurement Services (if required), the Initiating Department should start the contracting process and begin drafting their draft contract. If you need any assistance with drafting your contract / agreement, please contact the Office of General Counsel or refer to our Standard Forms/Agreements (page 26). Note: TSU requires a contract for all consulting, professional or other services, regardless of the contract amount. B. For all contracts / agreements for goods and services, the Initiating Department completes the Compliance Coversheet in its entirety (if over $100K, Board Agenda Item Checklist must be included as well), attaching all applicable justification forms. Any incomplete forms will be returned. C. The Initiating Department forwards the draft contract / agreement, the Compliance Coversheet and the appropriate attachments to Procurement Services. D. Upon completion of its review, Procurement Services forwards the draft contract / agreement and supporting documents to the Office of Institutional Compliance for a ‚due diligence review‛ on contracts of $50,000 or more. E. The Office of Institutional Compliance will forward the draft contract / agreement, results of its due diligence review (if necessary) and any other supporting documents to the Office of Fiscal Affairs. Additionally, Compliance will forward the results of its due diligence review to the Contract Manager. F. The Division of Finance determines if the appropriate funding is available. If the Division of Finance determines that the funding source is from a grant or other sponsored program, they will forward the draft contract / agreement and supporting documents to Research Financial Services. Research Financial Services will then determine if the appropriate funding is available and returns the draft contract / agreement and supporting documents to the Division of Finance. The draft contract / agreement and supporting documents will continue to follow the contract review process. G. General Counsel assigns a contract number, reviews the draft contract / agreement for legal form and sufficiency, and forwards the contract / agreement with an ‚execution letter‛ to FY2011 Contract Handbook

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the Senior Official or any updates to the Initiating Department. The Senior Official and/or the Initiating Department are responsible for updating the contract/agreement and on-going negotiations with the prospective vendor. Any changes/additions/deletions after General Counsel’s review must be resubmitted to the Office of General Counsel for final approval. Upon final approval by the Office of General Counsel, the agreement and execution letter is forwarded to the Senior Official with signature authority. H. Pursuant to the University’s Contract Administration Policy, the Office of General Counsel must maintain a record of all University Contracts. Therefore, within 14 days after execution of the agreement / contract (when both parties have signed the agreement), the Initiating Department shall forward a copy (preferably electronically) of the executed agreement to the Office of General Counsel. The original contract should be retained according to the University’s Record Management Policy by the Initiating Department. I.

The Initiating Department must execute contracts within 90 days from the completion of the review. If execution is not completed within 90 days, the Initiating Department must resubmit the document for review.

Please note: The Initiating Department will be contacted directly during the review, if any questions or issues arise. This process should take approximately 10-15 days.

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BID REQUIREMENTS Procurement of Goods Dollar Range

Procedure

$0.00

$5,000.00

$5,000.01

$25,000.00

Bids not required.

Use a Historically Underutilized Business (HUB),

whenever possible. Requires a minimum of three telephone quotes, one of which must be HUB (one ethnic minority and/or one woman-owned business). Purchasing Office solicits written bids from vendors on the

$25,000.01

+

Centralized Master Bidders List. All bids may be posted to the State of Texas Electronic Business Daily website http://esbd.cpa.state.tx.us/

Procurement of Other Professional or Consultant Services Professional Services are not advertised based on dollars, rather based on qualifications. Dollar Range $0.00

Procedure

$25,000.00

Solicitations not required. Use a Historically Underutilized Business (HUB), whenever possible. Purchasing Office solicits written Request for Qualifications for professional

$25,000.01

+

services or Request for Proposals for Consultants from vendors on the Centralized Master Bidders List. All bids may be posted to the State of Texas Electronic Business Daily website http://esbd.cpa.state.tx.us/

The President must approve purchase orders for goods/service over $50,000 and the Board of Regents must approve purchase orders for goods/service over $100,000. A LARGE PURCHASE MAY NOT BE DIVIDED INTO SMALL LOT PURCHASES TO MEET THE BID LIMITS. FY2011 Contract Handbook

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NOTE: IN INSTANCES WHERE NO BID IS REQUIRED, EVERY EFFORT SHOULD BE MADE TO ENSURE THE BEST SERVICE OR GOODS ARE OBTAINED AND ‚CONFLICT OF INTEREST‛ AND ETHICAL VIOLATIONS ARE AVOIDED OR CONTROLLED.

EXCEPTIONS TO THE BID PROCESS A. UNIVERSITY PRINTSHOP  Requisitions for Printing Services, regardless of the dollar amount, must go through the University Print Shop. Letters authorizing outside printing will NOT be issued unless the University Print Shop has been given the opportunity to perform the job. If bids are required, the Initiating Department should seek assistance from the Purchasing Department. The Purchasing Department is delegated the final authority for determining the ‘best value’ for the University for goods, materials and supplies.

B. TEXAS MULTIPLE AWARD SCHEDULE (TXMAS) CONTRACTS  Purchases made from the TXMAS Program do not require the University to competitively bid but does require ‚best value‛ quotes. The TXMAS Program adapts competitively awarded government contracts to the procurement needs of the State of Texas. The vast majority of TXMAS contracts are adapted from GSA (General Services Administration) Federal Supply Service contracts. It is common for a vendor’s TXMAS catalog to be nearly identical to those on the GSA Schedule.  How to Purchase from Existing TXMAS Contracts  Search the TXMAS Contracts Web Page for the required product or service: http://www.window.state.tx.us/procurement/prog/txmas/  It is recommended that the University obtain a price quote from as many (minimum three providers) TXMAS vendors as necessary to provide best value to the State (please document all price quotes). Attach quotes with TXMAS contract number to requisition for processing. C. TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR)  Save time and money on technology purchasing. DIR has done all the procurement work for you, with more than 750 contracts in place - all competitively bid per Texas state requirements.

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 How to Purchase from Existing DIR Contracts  Search the DIR Contracts Web Page for the required product or service: http://www2.dir.state.tx.us/ICT/Pages/contracts.aspx  It is recommended that the employee obtain a price quote from as many DIR vendors as necessary to provide best value to the State (please document all price quotes). Attach quotes with DIR contract number to requisition for processing.  Approval by the Chief Information Officer is required prior to submitting requests to Procurement Services. D. COOPERATIVE PURCHASES AND INTER-LOCAL AGREEMENTS  All local government entities are authorized by the Inter-local Cooperation Act, Chapter 791 of the Texas Government Code to participate in Inter-local Agreements. The university’s use of these agreements may expedite the process of selecting qualified vendors to provide commodities, goods and services at competitive prices. These agreements will provide contracts for commodities to the University that has already fulfilled the procurement solicitations requirements required by state statutes. Contact Procurement Services for information regarding university approved cooperatives.

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AFFILIATION AGREEMENTS & MEMORANDUMS OF UNDERSTANDING / AGREEMENTS A. For all affiliation agreements or memorandums of understanding / agreements with no monetary value, the Initiating Department completes the Compliance Coversheet in its entirety, attaching all applicable justification forms. Any incomplete forms will be returned. B. The Initiating Department forwards the draft agreement / memorandum, the Compliance Coversheet and the appropriate attachments to the Office of General Counsel.

C. General Counsel assigns a contract number, reviews the draft contract / agreement for legal form and sufficiency, and forwards the contract / agreement with an ‚execution letter‛ to the Senior Official or any updates to the Initiating Department. The Senior Official and/or the Initiating Department are responsible for updating the contract/agreement and on-going negotiations with the prospective vendor. Any changes/additions/deletions after General Counsel’s review must be resubmitted to the Office of General Counsel for final approval. Upon final approval by the Office of General Counsel, the agreement and execution letter is forwarded to the Senior Official with signature authority. D. Pursuant to the University’s Contract Administration Policy, the Office of General Counsel must maintain a record of all University Contracts. Therefore, within 14 days after execution of the agreement/memorandum (when both parties have signed the agreement), the Initiating Department shall forward a copy (preferably electronically) of the executed agreement to the Office of General Counsel. The original contract should be retained according to the University’s Record Management Policy by the Initiating Department. E. The Initiating Department must execute contracts within 90 days from the completion of the review. If execution is not completed within 90 days, the Initiating Department must resubmit the document for review.

Please note: The Initiating Department will be contacted directly during the review, if any questions or issues arise. This process should take approximately 10-15 days.

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Procurement of Goods/Services

Purchase of Goods/Svc or Agreement?

Agreement with no monetary value.

Yes

OIT Good or Svc?

Get OIT Approval

No Procurement Services

“TSYOU” PROCESS At the end of the Process, the Office of General Counsel will return the Contract with any updates to the Initiating Department with an assigned Contract Number.

Office of Compliance

Yes

Funds Obtained?

After execution, Initiating Department has 14 days to submit an executed copy of the contract to the Office of General Counsel. If contract/agreement is not executed, Initiating Department must submit a memo to General Counsel stating that contract / agreement was not executed.

Division of Finance or Research Financial Services

Initiating Department

No

Funds Available ?

No Yes Process Ends.

OGC

Sr. Official

Initiating Department

Signed Copy OGC

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Not Executed

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CONTRACT CHECKLIST Information which must be included in the contract: 1

2

3

4

5

6

Affirmative

Legal names of the parties. Term of the contract, including a specific beginning and end date. The initial term should not exceed 2 years. Purpose of the contract. What is expected of each party, including any time requirement for performance? Remuneration to be paid or consideration to be offered. Both parties have provided something of value (i.e., cash payment for some product/service). Payment schedule and any requirements for payment, including some

7

manner for determining when payment is to be made (i.e., specific dates when payment is to be made, payment to be made within thirty days of receipt of invoice, etc.)

8

Signature lines for execution by appropriate parties.

Information which should be included, if applicable: 1

Any other conditions considered essential in order for the contract to occur.

2

Additional rights and/or responsibilities of each party.

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3

Requirement of receipts if payment for expenses is being made, statement of any requirements for reimbursement and a limitation on payment. If one party is collecting money and paying a portion to the other party, the

4

amount or percentage should be clear and the contract should always include the right to review and audit the records of the party collecting money.

5

6

Clear identification of the party who will be responsible for any costs associated with the contract. Limitations of damages in case of TSU default, preferably cap damages at the contract price. If the University is making a payment, contract should state that amount to

7

be paid is contingent on being approved and money being allocated after each legislative session.

8

9

10

11

12

Statement that payment cannot be made if the individual owes money as a child support obligor, if the University is making payment to an individual. University should be named as an insured if the other party is providing insurance. Clear statement of which party will be held responsible if there is loss or damage under the contract. Statement of what will happen to contract if another event or contract this contract is contingent on does not occur. Attachment of any underlying contract a party is required to follow the terms or conditions of.

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13

14

Statement of incorporation of any RFP and the other party's response to that RFP that the contract is based on. Clear specification of the rights of the parties to any intellectual property at issue. Specification of ownership of any equipment or asset after the contract is

15 ended when equipment or anything of value is to be developed or purchased as part of the contract.

16

17

18

19

Statement of conditions which would result if contract is terminated early; inclusion of cancellation clause (30 days written notice, etc.) Specification of anything that must take place when the contract terminates (i.e., return of equipment, etc.). Funds approved for this contract are approved for the current fiscal year only. Contracts are not subject to automatic renewals, unless the terms are specified and the Initiating Department has a reliable system in place that will provide notice to the responsible TSU staff member that a decision has to be made regarding contract termination prior to the expiration of the specified option period.

Applicable legal provisions:

1

2

Affirmative

Force Majeure (events out of the control of either party that would result in a delay in the performance contract for which neither party would be liable). Entirety clause (written contract includes all of the agreements between parties).

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3

Assignment provisions (parties do not have right to assign their rights and responsibilities without the other party's approval). Enforceability clause (if party does not enforce its rights under the contract at

4

a particular time, this will not constitute a waiver of its right to enforce the terms and conditions of the contract at any later date).

5

6

7

8

Independent contractor clause (describes legal relationship between parties). Notice clauses (specifies manner in which notice should be given under the contract, including person and address where notice should be received). Applicable state law (Texas should be designated for performance or applicable law).

Venue (Harris County, TX) (Texas Education Code §106.38).

Language & Provisions to strike:

1

Affirmative

Vague and/or indefinite terminology (e.g., party is supposed to do something "promptly" or no end date). Indemnity and hold harmless clauses (can leave hold harmless if necessary; if

2

absolutely necessary can leave indemnity clause by adding "To the extent allowed by the laws of the State of Texas.").

3

4

Attorney's fees (can be left in the contract if necessary by adding "to the extent allowed by the laws of the State of Texas.") Arbitration clauses (only state approved ADR paragraph).

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5

Confidentiality agreements.

6

Change "warrant" to "agrees".

7

Agreement for state entity to purchase or provide liability insurance.

8

9

Agreement for state entity to enter into a partnership or agree to be the agent for another party, vice versa. Statement of assumption of personal liability on the part of whoever signs the contract.

10 Exclusivity clauses (unless exclusivity is desired, then keep term short).

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$14,000 or less

$14,001 to $24,999

$25,000 to $50,000

$50,001 to 100,000

$100,001 and above

PURCHASING/PROCUREMENT SERVICES CONSULTING CONTRACT CHECKLIST

1

VENDOR MAINTENANCE (W-9), ETC.

√

√

√

√

√

2

CONTRACT (DRAFT)

√

√

√

√

√

3

PROCUREMENT APPROVAL & PROCESSING

√

√

√

4

NOTIFICATION OF INTENT TO LBB & GOVERNOR’S OFFICE

√

√

√

5

SOLICITATION OF CONSULTING CONTRACT IN TEXAS REGISTER

√

√

√

6

NOTIFICATION OF AWARD TO LBB AND GOVERNOR’S OFFICE

√

√

√

7

TSU PRESIDENT OR DELEGATE’S APPROVAL

√

√

8

TSU BOARD OF REGENTS’ APPROVAL

√

√

NOTE: The information contained in the chart above was provided by Procurement Services. All inquiries should be directed to that department.

Contracts $14,000 or greater must be reported to the Legislative Budget Board and/or the Governor’s Office per Government Code 2254.

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APPENDIX

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A.

FORMS AND STANDARD AGREEMENTS

The following are standard contract forms and checklists here at TSU. Please note that any modifications of these standard forms will require the approval of the Office of General Counsel. For convenience, all forms can be found on the University’s website under the TSU Forms Library. CONTRACT

USE

REQUIRED SIGNATURES

OWNERSHIP

AFFILIATION AGREEMENTS Affiliation Agreement (Foreign Use when University is University) establishing exchange programs with a foreign University and Form # - TSUOGC-S-1210-001 needs to establish an international understanding.

President or Provost Foreign University Representative.

Form shall be submitted to the Office of General Counsel.

Agreement of Cooperation (Partner Institution)

President or Provost Partner University Representative.

Form shall be submitted to the Office of General Counsel.

College of Pharmacy Affiliation Used by the College of Pharmacy Agreement and Health Sciences to provide students with educational Form # - TSUOGC-S-1210-042 experience by utilizing appropriate facilities and personnel of third parties

President or Provost Dean College of Pharmacy and Health Sciences Facility Owner Student

Form shall be submitted to the Office of General Counsel.

Education Experience Affiliation Agreement

Used to establish program to provide students with educational experience by utilizing appropriate facilities and personnel of third parties.

President or Provost Facility Owner

Form shall be submitted to the Office of General Counsel.

Education Experience Program Used to establish program to Agreement provide students with educational experience by utilizing appropriate facilities and Form TSUOGC-S-1210-043 personnel of third parties.

President or Provost Facility Owner

Form shall be submitted to the Office of General Counsel.

Form # - TSUOGC-S-1210-002

Form # - TSUOGC-S-1210-003

FY2011 Contract Handbook

Use to establish a program of exchange and collaborations in areas of interests and benefit with partner institutions.

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Memorandum of Understanding (Academic Programs)

Used to establish a program between Universities.

Form # - TSUOGC-S-1210-004

President or Provost Dean of respective school/college Other University Representative.

Form shall be submitted to the Office of General Counsel.

ATHLETIC AGREEMENTS Athletic Agreement

CFO or President (TSU) Athletics Director (TSU and Other Team) Coaches (TSU and Other Team)

Form shall be submitted to the Office of General Counsel.

Athletic Director Employment Used to establish the specific Agreement duties related to the Athletic Director position Form # - TSUOGC-S-1210-033

President Athletic Director

Form shall be submitted to the Office of General Counsel.

Head Coach Employment Agreement

President Head Coach

Form shall be submitted to the Office of General Counsel.

Form # - TSUOGC-S-1210-005

Used to establish particulars of athletic sporting events such as the number of complimentary tickets, assignment of officials, etc.

Used to establish the specific duties related to the Head Coaching positions

Form TSUOGC-S-1210-034 FACILITIES LICENSING & CONSTRUCTION Facility License Agreement

Used when licensing TSU facility.

Special Events Personnel. University Official w/ delegated Authority Licensee

Form shall be submitted to the Office of General Counsel.

Use when contracting a large number of repair, maintenance and construction projects with a single, competitively bid contract.

University Official w/Delegated Authority

Form shall be submitted to the Office of General Counsel.

Form # - TSUOGC-S-1210-006

Job Order Contractor (Master Agreement) Form# -TSUOGC-S-0710-035

Contractor

INTELLECTUAL PROPERTY Authorization for Use of Image, Voice, Performance, Artwork or Likeness Form # - TSUOGC-S-0910-007

FY2011 Contract Handbook

Used to grant the university authority to use an individual’s image, voice, performance, artwork or likeness.

Individual’s whose image, voice, performance, artwork or likeness we desire to use. If individual is a minor, parent or guardian signature is required as well.

Institutional Compliance “Integrity at Work”

Form shall be submitted to the Office of General Counsel.

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Copyright Assignment/Release Used to confirm an employee has Form entire and exclusive copyrights to certain articles/publications to release use to TSU. Form # TSUOGC-S-0910-036 Intellectual Property Use Permission Form

Used to grant authority to use our logos, marks, and other intellectual property.

Form # - TSUOGC-S-1210-008

Author and/or Co-author

Signature of Applicant Signature of Office of University Relations Office of General Counsel

Form shall be submitted to the Office of General Counsel.

Form shall be submitted to the Office of General Counsel.

INTERAGENCY COOPERATION AGREEMENTS Interagency Agreement (TSU Performing Svc). Form # - TSUOGC-S-1210-009

Interagency Agreement (TSU Receiving Services) Form # - TSUOGC-S-1210-010

Used when the university is performing a service for another State of Texas agency or university.

President Representative from other Texas Agency or University.

Form shall be submitted to the Office of General Counsel.

Used when the university is performing a service for another State of Texas agency or university.

President Representative from other Texas Agency or University.

Form shall be submitted to the Office of General Counsel.

OTHER CONTRACT COMPLIANCE FORMS Contract Closeout Form # - TSUOGC-S-1210-012 HIPPA Business Associate Agreement

Used to advise the Office of General Counsel when a contract is terminated or completed.

Initiating Department

Form shall be submitted to the Office of General Counsel.

Used when the contractor will be provided access to private health information.

University Official w/ Delegated Authority Contractor / Provider

Form shall be submitted to the Office of General Counsel.

Form # - TSUOGC-S-1210-014 Interlocal Cooperation Contract Used to authorize local governments to contract with one Form # - TSUOGC-S-1210-039 another and with state agencies

FY2011 Contract Handbook

President Agency Representative

Institutional Compliance “Integrity at Work”

Form shall be submitted to the Office of General Counsel.

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OIT Approval Form for IT Purchases

Used to authorize IT hardware, software, license subscriptions, and license renewals

Chief Information Officer Contract Manager

Form shall be submitted to the Office of General Counsel and Procurement Svcs.

Used to acknowledge volunteer services rendered to the University

Volunteer Parent or Legal Guardian (if volunteer is under the age of 18)

Form shall be submitted to the Office of General Counsel

Form # - TSUOGC-S-1210-037 Volunteer Waiver Form # TSUOGC-S-1210-031

PERSONAL TRAINER (FITNESS AND WELLNESS CENTER) Personal Training Form # - TSUOGC-S-1210-030

Used when personal trainer is provider at the Texas Southern University Recreation Center

Applicant/Trainee

Form shall be submitted to the University Recreational Center.

Chief of Police Third Party Officer Recommender

Form shall be submitted to the University Police Department.

POLICE SERVICES Police Services Form # - TSUOGC-S-1210-016

Used to for the purpose of retaining third party police security services for the University.

PROCUREMENT FORMS AND AGREEMENTS Professional / Consulting Services Agreement

Used to document consulting, professional, and other services.

University Official w/ Delegated Authority. Contractor/Vendor

Form shall be submitted to the Office of Procurement Services along with Contract Coversheet.

University Official w/ Delegated Authority. Contractor/Vendor

Form shall be submitted to the Office of General Counsel with any amendments to Standard Purchasing Agreements.

Form # - TSUOGC-S-0511-045

Contract Amendment/Renewal Used to document substantive Form revision or extension date of a fully executed agreement. Form # - TSUOGC-S-1210-017

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Contract Compliance Coversheet

Used to summarize contract information and facilitate the TSU contract process.

Form # - TSUOGC-S-1210-011

Recommendation for Award Form

Form shall be submitted to the Office of Procurement Services along with other contract documents for all contracts for good / services.

Initiating Department University Official w/ Delegated Authority. Executive Director of Procurement Services

Form shall be submitted to the Office of Procurement Services along with Contract Coversheet.

Initiating Department University Official w/ Delegated Authority. Executive Director of Procurement Services

Form shall be submitted to the Office of Procurement Services along with Contract Coversheet.

Standard Amendment for Used to document changes to Goods and Services over $5,000 existing contracts for goods and services over $5000. Standard Form # - TSUOGC-S-1210-0013 agreement will need no review by General Counsel.

University Official w/ Delegated Authority. Contractor/Vendor

Form shall be submitted to the Office of Procurement Services along with Contract Coversheet.

Standard Contract Addendum Used to comply with State rules and provisions Form # - TSUOGC-S-1210-015

University Official w/Delegated Authority Contractor

Form shall be submitted to the Office of General Counsel

Standard Purchasing Agreement for Goods and Services Under $5000

University Official w/ Delegated Authority. Contractor/Vendor

Form shall be submitted to the Office of Procurement Services along with Contract Coversheet

Form # - TSUOGC-S-0910-019

Sole Source

Used to document purchases

Initiating Department Administrator with Delegated Authority Procurement Services Compliance Fiscal Affairs

procurement method used to obtain the award for contractor.

Used to document purchases that provides for proprietary (sole

Form # - TSUOGC-S-0910-020

source) acquisition of goods or services valued at a total amount of $5,000.00 or more from state or local funds.

Form # - TSUOGC-S-1210-021

FY2011 Contract Handbook

Used to document purchase agreements / contracts for goods and services under $5000. Standard agreement will need no review by General Counsel.

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Vendor Agreement Form # - TSUOGC-S-0611-044

Used when there is no other existing form/contract or a contract from the vendor when projects are bid. Used to integrate the bid documents into a contract.

University Official w/ Delegated Authority. Contractor/Vendor

Form shall be submitted to the Office of General Counsel along with Purchase Order, all Bid Documents and Compliance Coversheet

SPEAKERS/PERFORMERS/PROMOTERS Performer Agreement Form #TSUOGC-S-0910-0040

Used when contracting services of a Performer for an event at the University

Promoter Agreement to Present Used when allowing Promoter use Event On Campus the University’s facilities Form # - TSUOGC-S-1210-038 Speaker Agreement

Used when contracting a speaker for University events

Form # - TSUOGC-S-1210-0041

Performer or Designated Representative University Official w/ Delegated Authority.

Form shall be submitted to the Office of General Counsel

University Official w/ Delegated Authority. Promoter or Designate Representative

Form shall be submitted to the Office of General Counsel.

University Official w/ Delegated Authority. Speaker or Designated Representative

Form shall be submitted to the Office of General Counsel.

SPONSORED PROGRAMS Memorandum of Agreement for Sponsored Programs Form # - TSUOGC-S-1210-022

Used to document agreement between Sponsor and TSU that will further the instructional and research objects of TSU.

Provost Principle Investigator Sponsor

Form shall be submitted to the Office of Research.

STANDARD RELEASES AND HEALTH RELATED FORMS Bacterial Meningitis Immunization Record

Used to document that student residing in University housing has necessary immunization on record

Student (over 18 yrs) University Health Parent or Legal Guardian of Center Minor Student (under 18 yrs)

Used to obtain authorization to release medical records.

Student Signature Form shall be Signature of Parent – If under submitted to the 18. Office of Student Health Center.

Used to obtain authorization to release personal information for

Student’s Signature.

Form# -TSUOGC-S-1210-032 Confidential Authorization to Release Medical Records Form # - TSUOGC-S-1210-023 Reference Request & FERPA

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Form shall reside with individual / Page 32

Release

references.

department that reference request is submitted to.

Form # - TSUOGC-S-1210-024 Release & Indemnification Agreement – Minor Students

Used to obtain authorization from Minor Students for trips and activities.

Parent’s / Guardian’s Signature Witness

Form # - TSUOGC-S-0910-025

Form shall reside with individual / department sponsoring the activity.

Release and Indemnification Used to obtain authorization from Agreement - Adults (Faculty) Adults (Faculty) for trips and activities. Form # - TSUOGC-S-0910-027

Adult’s Signature Witness.

Form shall reside with individual / department sponsoring the activity.

Release and Indemnification Agreement – Adult Students

Student’s Signature Witness.

Form shall reside with individual / department sponsoring the activity.

Used when TSU faculty are visiting and teaching at another university or college.

Provost or Dean Other University Representative.

Form shall reside with the respective Dean’s office and the Provost’s office.

Used when faculty from another university or college are visiting and teaching a course at Texas Southern University.

Provost or Dean Other University Representative.

Form shall reside with the respective Dean’s office and the Provost’s office.

Used to obtain authorization from Adult Students for trips and activities.

Form # - TSUOGC-S-1210-026

VISITING FACULTY Visiting Faculty (TSU Faculty Visits Elsewhere) Form # - TSUOGC-S-1210-028 Visiting Faculty (Visiting Faculty comes to TSU) Form # - TSUOGC-S-1210-029

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B. PROFESSIONAL / CONSULTING SERVICES CONTRACTS

PROCESS DESCRIPTIONS Overview Consulting Services is defined as the service of studying or advising an existing or proposed Texas Southern University (TSU) operation, department or project under a contract that does not involve the traditional relationship of employer and employee in accordance with Texas Government Code 2254.021(1). Professional Services is defined as those services considered as professional services in accordance with Texas Government Code 2254.002, which include: Accounting, Architecture, Optometry, Medicine, Land Surveying, and Professional Engineering Services. Based on the guidelines that were published by the Governor’s Budget, Planning, and Policy Division, these procedures are not applicable to certain professional services within the previously mentioned professions listed above. Services that are provided by professionals outside the scope of their profession are not considered professional services and are not exempt from the required procedures. Furthermore, if a contract involves both consulting and other services, the procedures described below apply if the primary objective is the acquisition of consulting. Texas Southern University requires that all contracts for consulting services be awarded in accordance with applicable laws, rules, regulations, and policies. Those involved in the procurement process must also perform their responsibilities in a fiscally prudent and ethical manner. The Executive Director for Procurement Services is responsible for ensuring that all consulting services solicitations, contracts, renewals, amendments, and extensions are processed through the Purchasing Department. The Office of Institutional Compliance facilitates that all personnel who procure consulting services contracts receive the required levels of training and certification.

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Professional / Consulting Services Contracts All proposals and contracts for consulting services are required to be submitted to the Executive Director for Procurement Services via a Banner Requisition. Upon receipt of the requisition(s), the Executive Director for Procurement Services determines if a Consultant is necessary. Consultants are typically used by the University if: (1) There is a substantial need for the consulting services; and (2) The services cannot be performed with University personnel and consulting services cannot be obtained through a contract with a state government entity. Once it is determined that a consultant is needed, the Executive Director for Procurement Services determines what additional documentation is needed such as the due diligence report, the fact finding posting, the solicitation and contract documents. The Executive Director of Procurement Services then determines if the individual performing the consulting services has been employed by the University or other State agency. A proposed Consultant who was previously employed by TSU or other State agency during the preceding two (2) years is eligible for appropriated funding, but must meet disclosure requirements. No proposed Consultant may receive special consideration and/or favoritism. If a Consultant is hired and paid to assist the University in developing the procurement solicitation or the specifications for the procurement solicitation for a contract, then that Consultant may not be awarded the contract for which the solicitation and the specifications are being developed.

Major Professional / Consulting Services Contracts Major Consulting Services Contracts is defined as a consulting services contract for which it is reasonably foreseeable that the value of the contract will exceed $25,000 in accordance with Texas Government Code 2254.021(2). In addition to all consulting contracts, the following procedures are applicable to all major consulting services contracts.

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The requesting department or office must first obtain the ‚finding of fact‛ from the Vice President (VP) of Finance/Chief Financial Officer (CFO), or Provost and must be completed prior to the signing of the actual contract.

The ‚finding of fact‛ is

information that provides the basis for determining that the consulting services being procured are necessary and required. Failure to provide the requisite ‚finding of fact‛ automatically makes the consulting contract void. If the finding of fact is issued by the VP of Finance/CFO or Provost, the finding and an explanation of the finding must be included in the invitation that is required to be published in the Texas Registrar. The University is required to submit to the Office of the Board of Regents all notices required by applicable law, rule, or regulation to be filed with the Texas Secretary of State for publication in the Texas Registrar. To obtain approval of the major consulting services contract from the Vice President of Finance / CFO or Provost, the requesting department must complete the appropriate approval request forms (Form CC2-2010 and Consultant Contract Notification Form) along with a copy of the finding of fact issued by the Vice President of Finance/CFO or Provost. Once approved by the VP of Finance / CFO or Provost, the requesting department or office submits the notice of intent and the finding of fact to Procurement Services along with the proposed contract document. Through Procurement Services, the Office of the Board of Regents will submit to the Legislative Budget Board and the Governor’s Office of Budget and Planning the required documents along with the solicitation. The solicitation is required to be published in the Texas Registrar. If a consulting services contract is anticipated to have a value of $100,000 or greater, compliance with the State of Texas Historically Underutilized Business (HUB) Program is required.

Emergency Professional / Consulting Services Emergency Consulting Services is defined as an unforeseen emergency situation that suddenly and unexpectedly causes the University to require the services of a Consultant FY2011 Contract Handbook

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(Ex. Issuance of a court order, an actual of imminent natural disaster, new state or federal legislation). An emergency is not considered to be unforeseen if the University was negligent in foreseeing the occurrence of the emergency. Procurement of consulting services to address an unforeseen emergency is allowed with a limited waiver from the Governor’s Office in accordance with the Governor’s rules as stated in Texas Government Code 2254.025.

Renewals, Amendments, & Extensions of Professional / Consulting Services Contracts All proposed renewals, amendments, and extensions of all consulting services contracts must be submitted to the Executive Director of Procurement Services via a Banner Requisition as well. Procedures described under the ‚Major Consulting Services Contracts‛ section listed above should be followed if: 1. The University proposes to renew, amend, or extend a major consulting services contract and the renewal, amendment, or extension has a reasonably foreseeable value of more than $25,000, or 2. The original consulting services contract was not originally a major consulting services contract but the proposed renewal, amendment, or extension together have a reasonably foreseeable value of more than $25,000.

Board of Regent’s Approval Board approval of a consulting services contract is required if the contract meets one (or more) of the following criteria: 1. Has a cost or value of more than $100,000 2. Is with a foreign government or agency thereof 3. Is with the President, a former President, a Vice President, or the Counsel and Secretary to the Board or Director of Audits 4. Is identified by an Executive Officer or the TSU President as a contract of such significance as to require Board approval. FY2011 Contract Handbook

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TEXAS SOUTHERN UNIVERSITY PROCESS MAPS – FY 2011 Procurement Process POLICY & PROCEDURE REFERENCE (MAPP) No MAPP References

Legend Disclosure Trigger Risk

FY2011 Contract Handbook

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System Notation

Control

System Interface

System Control

Notes

Flow Terminator

Decision Point

Off-page Connector

On-page Connector

Process

Input / Output

Predefined Process

Corporate/Regional Process

Business Process Owner Signature _______________________________________________ Date of Signature by Business Process Owner_______________________________________

System

XXXX

Page 38

Procurement Process

Requesting Office / Department

Consulting Services Contracts (Page 1 of 2) Submit Requisition Via Banner To Executive Director of Procurement Services For Review & Approval

Start

Note: All proposals and contracts for consulting services are required to be submitted to the Executive Director for Procurement Services via a Banner Requisition.

Complete & Submit Additional “Fact Finding” Documentation To Executive Director of Procurement Services For Review / Approval

A

Note: Refer to Major Consulting Services Process Maps for details surrounding this process.

BANNER

Consultant Truly Needed? Yes / No

Executive Director Procurement Services

Review Submitted Requisition

Note: The Executive Director for Procurement Services reviews all requisitions and determines if a Consultant is necessary.

YES

Consulting Service Exceeds $25,000? Yes / No

Note: The “finding of fact” is information that provides the basis for determining that the consulting services being procured are necessary and required. Failure to provide the requisite “finding of fact” automatically makes the consulting contract void.

NO

End

A

NO

Proposed Consultant Previous TSU Employee? Yes / No

Request Proposed Consultant To Disclose Additional Employment Information

1

Institutional Compliance “Integrity at Work”

YES

Proposed Consultant Employed By TSU More Than 2 Years Ago? Yes / No

YES

1

NO

NO

FY2011 Contract Handbook

Request Additional “Fact Finding” Documentation From Requesting Department

YES

Page 39

End

Procurement Process Consulting Services Contracts (Page 2 of 2)

Executive Director Procurement Services

1

Approve Requisition? Yes / No

YES

Approve Requisition & Notify Requesting Department of Approval

End

NO

End

End

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Procurement Process

Requesting Department

Major Consulting Services Contracts (Page 1 of 2)

Start

Note: If the finding of fact is issued by the VP of Finance, CFO or Provost, the finding and an explanation of the finding must be included in the invitation that is required to be published in the Texas Registrar.

Review Request For Finding of Fact

College VP of Finance, CFO, or Provost

Complete & Submit Appropriate Approval Request Forms & Copy of Issued Finding of Fact To Univ. VP, CFO, or Provost For Approval

Submit Request for “Finding of Fact” To University VP of Finance, CFO, or Provost

Approve ? Yes / No

A

Note: To obtain approval of the major consulting services contract from the Vice President of Finance / CFO or Provost, the requesting department must complete the appropriate approval request forms (Form CC2-2010 and Consultant Contract Notification Form) along with a copy of the finding of fact issued by the Vice President of Finance/CFO or Provost.

YES

Issue Finding of Fact To Requesting Department

NO

End Finding of Fact (Copy)

A

Request Forms

Review Request For Approval of Major Consulting Services Contract

Approve ? Yes / No

Notify Requesting Department of Approval

NO

End

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YES

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1

Procurement Process

1

Executive Director of Procurement Services

Requesting Department

Major Consulting Services Contracts (Page 2 of 2)

FY2011 Contract Handbook

Submit Notice of Intent & Finding of Fact To Procurement Services For Approval

Finding of Fact

Notice of Intent

Review Submitted Notice of Intent & Finding of Fact

Approve ? Yes / No

YES

Post Solicitation In Texas Register & Notify Legislative Board Budget (LBB) and Governor’s Office of Budget & Planning

NO

End

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End

C. QUICK REFERENCE 1) Initiating Department (Contract Administrator): Contact the Office of Institutional Compliance for answers regarding the process Evaluate the solicitations and recommend an award(+25K) Construct the contract document Prepare the Compliance Cover Sheet and forward it to Purchasing Negotiate with vendor Prepare the final contract document and forward to the OGC Prepare Agenda Item Checklist (+100K) Obtain the signatures of the vendor first and then the appropriate VP Keep the original contract and forward a copy to the OGC Include the contract number in the requisition 2)

The Purchasing Department: Notify the LBB & the Governor’s office of TSU’s intent to contract (+25K) Post RFP/RFQ in the Texas Register and the Electronic State Business Daily (+25K) Prepare the vendor responses for evaluation by the Initiating Department (+25K) Notify vendors of award (+25K) Introduce standard contract document to Initiating Department Review the Compliance Cover Sheet/Contract and forward to the Compliance

3) The Office of Institutional Compliance: Provide guidance to all users of the contract administration process Conduct the due diligence process for proposals & provide results to the Purchasing Department/Initiating Department (+50K) Review Compliance Cover Sheet/Contract & forward to CFO

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After notification of executed contract, the OIC will notify LBB of contracts (+14K) and record details of contract 4) Chief Financial Officer Review contract for sufficient funding and forward to the General Counsel 5) The Office of General Counsel: Work with the Initiating Department to construct a viable contract Review the contract for legal form and sufficiency Assigns a contract number and forwards document to Initiating Department for negotiation Review and approve finalized draft of the contract Forward to Initiating Dept. for execution by vendor and VP Record date contract sent to Initiating Department Contact Initiating Department. for executed contract Maintain a copy of executed contract and forward a copy to the Office of Institutional Compliance 6) University Official with Delegated Authority Review and sign the original contract after the vendor has signed

Forward to the Initiating Dept. (Contract Administrator)

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CONTRACT ADMINISTRATION CONTACTS Ms. Teena Adams……………………………………………………………..Compliance Officer II

Mr. Charles Henry………………………………………...Executive Director – Academic Affairs

Mr. Andrew C. Hughey……………………………………………………………… General Counsel

Ms. Yolanda Nimmer-Williams………………………..………Director – Institutional Compliance

Mr. Alan Phillips …………………………….…............................Director – Materials Management

Ms. Ashlee Williams..........................................................................Special Projects Manager

Mr. Greg Williams……………………………………...Executive Director – Procurement Services

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