Contracts Workshop 2015

1. Contracts Workshop 2015 Presented by Natasha N. Hellerich UCF Associate General Counsel

2. What Constitutes a Contract? • A contract is formed when there is: • ● “Meeting of the Minds” (Mutual Consent) • ● Offer and Acceptance • ● Mutual Consideration (value exchange) • ● Delivery or Performance

3. Many types of documents can constitute a contract! • Examples: Invoices, memoranda, letters – the title of the document is not important, the content matters! • Issue: Vendors often state “subject to Vendor’s terms and conditions” – terms and conditions are not always attached/sometimes found on Vendor’s website • Problem: UCF employees agree to a Vendor’s terms and conditions without realizing it • State Law: Restrictions on UCF as a state entity regarding contractual provisions

4. Contract Review Process • ● ALL contracts - other than previously approved standard contracts - must be sent to the UCF General Counsel’s Office for legal review PRIOR to signature by an authorized UCF signatory AND a fully executed copy of the contract (i.e. once all the parties have signed it) must be returned to the UCF General Counsel’s Office

5. ● Standard contract templates that have been pre-approved by the UCF GC’s Office do not have to be sent to the GC’s Office prior to signature; however, if any change is made to these templates, even if minor, this will require submission to the UCF GC’s Office for legal review ● A fully executed copy needs to be returned to the UCF GC’s Office

6. Specific Transactions: • ●Quotes • ●P-Card Purchases • ●Online agreements (other than P-Card purchases)

7. Sole Sources/Waivers of Competition: • ● The UCF General Counsel’s Office no longer reviews sole sources and/or waivers of competition • ● PLEASE CONTACT UCF PURCHASING FOR ADDITIONAL INFO regarding sole sources/waivers of competition and competitive solicitations

8. NOTE: All UCF contracts are entered into as “University of • Central Florida, on behalf of its Board of Trustees” • Reason: Per F.S. Section 1001.72 • (1)  Each board of trustees shall be a public body corporate by the name of "The (name of university) Board of Trustees," with all the powers of a body corporate, including the power to contract and be contracted with AND • Per F.S. Section 1001.74 • (a)  Each board of trustees constitutes the contracting agent of the university

9. WHO CAN SIGN CONTRACTS? • ONLY THOSE UCF EMPLOYEES WHO HAVE DELEGATED SIGNATURE AUTHORITY!!! • - Delegated or sub-delegated down from the UCF President • -! If you don’t have this, you CANNOT sign • contracts on behalf of UCF • Please note that there is an official UCF policy on Contract Review; please see • policy number 2- 102.2 and an official UCF Signature Authority Policy; please see policy number 2-107.2 • This and other UCF policies can be found at: http://policies.ucf.edu

10. Signature Authority List: • ● UCF General Counsel’s Office has this list • ● Copies of letters granting signature authority • must be submitted to the UCF General • Counsel’s Office to update the list • ● If you don’t have delegated signature • authority and sign the contract for UCF • anyway, you may be subject to PERSONAL • LIABILITY AND DISCIPLINARY ACTION!

11. Common Problem Clauses in Contracts: • ● Indemnification • ● Insurance • ● Choice of Law • ● Liability Limitations • ● Caps on Damages • ● Infringement Disclaimers • ● Security Interest • ● Letters of Credit • ● Assurances of Performance • ● Prevailing Party’s Attorney’s Fees

12. Financial/Purchasing Concerns: ● Termination – there needs to be a possibility for UCF to terminate the contract – termination for UCF’s convenience should be included ● Auto-renewal – is usually not a good idea – instead, renewal upon mutual agreement of both parties ● Advance payment – should be avoided whenever possible; if structured so that there is some up-front payment, with remainder due upon delivery, minimize up-front payment to smallest amount possible to reduce the risk to the university

13. Purchasing Request: In order to speed up the process, Purchasing requests that all requisitions, agreements and other documents related to a purchase order that require VP or President approval should be routed as a package instead of sending each document separately for approval. For example, sponsored research exemptions (SRE) require approval by the President, as do requisitions and agreements exceeding $500,000. Departments should submit the SRE, agreement and requisition at the same time.

14. UCF Board of Trustees Approval: • ● UCF Board of Trustees must approve the following matters, which the Board regards as material to the university: • (a)an annual financial commitment, obligation, or contingent risk of 5 million dollars or .5% of the university budget, whichever amount is smaller • (b)a contractual obligation of more than 5 years duration, having an aggregate value of five million or more dollars • (c)changes requiring SACS substantive-change approval • (d) acquisition (including gifts), sale, or encumbrance of real property of at least 1 million dollars • (e) potential for significant damage to the reputation of the university • (f) any significant strategic changes to the university’s primary mission or capital investment programs

15. Any questions??? • Our contact information is: • University of Central Florida • General Counsel’s Office • University of Central Florida • 4365 Andromeda Loop N. Ste. 360 • Orlando, Florida 32816-0015 • Phone: (407) 823-2482 • Fax: (407) 823-6155 • Email: gcounsel@ucf.edu