Contract Policy & Procedures

 
 
Document Number:
RISK-0007
Revision #:
v4.0
Document Owner:
Risk Management
Status:
Approved

General Description

Policy Summary:

A contract is a legally binding agreement that defines and governs the rights and responsibilities between two or more parties and is intended to be enforceable by law.   The making of a contract requires the mutual assent of two or more parties, one of them ordinarily making an offer and another accepting.  In the course and scope of regular work for the University, employees may experience the need to negotiate contracts that legally bind the University.  Execution of such contracts should be handled in accordance with this policy.

Purpose:

Entering into a contract exposes Trinity University resources and University employees themselves to certain statutory and legal risks created through legally binding obligations. It is imperative that employees intending to enter into a contract adhere to established procedures in order to protect the University and themselves against this risk exposure and for responsible stewardship of University resources. It is important to remember that the dollar value of the goods or services does not have a direct relationship to the amount of potential risk. For example, a $500 contract for tree trimming carries more potential for injury or damage than a $25,000 purchase order for library books. It is the type of activity or product, not the overall expense, which determines the potential risk.

Scope:

The following policy is intended to provide employees with a framework for understanding the specific types of contracts, review process, signature authority and insurance required before a contract may be executed on behalf of Trinity University.

Exceptions:

None
Policy Content
University events should be held in compliance with the Facility Use Policy. Please visit the Events Review Committee web page for additional resources. Prior to selecting an Outside Party, consult with Risk Management to identify any existing contracts with the Outside Party and review the Purchasing Policy & Procedures and the Conflict of Interest Policy.

Until further notice, a University COVID Addendum should be included with all contracts in which the Outside Party will be on campus. Templates are included in the University Contract Templates in Section 1.  Contact Risk Management if you do not see a COVID Addendum applicable to your contract.
Trinity University has identified twothree types of contracts, (1) those on established University Contract Templates, and (2) contracts submitted by an Outside Party, and (3) Contracts for Technology, Software, or when University data is shared with or stored by an Outside Party.
In coordination with legal counsel and EIIA , the University's Property and Casualty Insurance Consortium, Trinity University has created the following Contract Templates that should be used whenever possible when entering into a contract with an Outside Party. If the University's templates are used, and no Significant Changes (as defined by this Policy) are made , then review by Risk Management is expedited. These templates contain the necessary language to protect and minimize the risk exposure of Trinity University and of employees entering into the contract, if no changes are made.

Trinity's Master Services Agreement (MSA) Templates remain effective until terminated. Once completed, only a Statement of Work is needed for each engagement of the Outside Party. Please check with Risk Management to determine if a particular Outside Party has an MSA and a current Certificate of Insurance on file.

**Please submit a Certificate of Insurance (See Section 4) and the Contract Template signed by the Outside Party to Risk Management who will obtain the appropriate Signature Authority (See Section 3) on your behalf .**


University Departments and University Sponsored Student OrganizationsRegistered Student OrganizationsPlease follow the steps on the Risk Management Checklist for Contract Templates (link included in the Attachments section of this Policy) when entering into an agreement on an established University Contract Template. 
If an Outside Party declines to sign an established University Contract Template you should carefully consider entering into a binding agreement with them. Consider whether there are any other Outside Parties that can perform the requested services. If it is determined that doing business with this particular Outside Party would be the most beneficial option for the University, Risk Management and Insurance must review the contract and make the appropriate recommendations on a case by case basis. Contracts prepared and submitted by Outside Parties are not easily amended and increase the turnaround time due to review requirements and negotiations. Departments requesting to enter into a contract are responsible for negotiations with the Outside Party based upon Risk Management's review and recommendations. Please allow two weeks for contract review. The turnaround time may be shorter, workload permitting, but if legal review or other department consultation is required it may take longer. Please plan ahead!

Please follow the steps on the Risk Management Checklist for Outside Party Contracts (link included in the Attachments section of this Policy) when entering into a contract with an Outside Party's contract.

All contracts for technology, software or when University data is shared with or stored by an Outside Party must follow this process:

1: Submit the 
Security and Risk Assessment Form for ITS review and approval before entering into a contract.

2: If University data is accessible by, shared with, or stored by an Outside Party request that the Outside Party submit a SOC 2 Report and complete the Higher Education Community Vendor Assessment Toolkit (HECVAT) for ITS review.

3: If University data is accessible by, shared with, or stored by an Outside Party request that the Outside Party sign Trinity’s Confidentiality Agreement .

Electronic "click-through" Terms and Conditions may be enforceable by law and may be considered a contract. Please complete the above process before utilizing any such services.
  1. The first review of all contracts, whether on established University Contract Templates or on an Outside Party's contract, should be conducted by the department or individual entering into the contract. Often contracts are department or technology specific and only the person responsible for the negotiations with the other party will know if the terms and details of the contract are as agreed upon.
    • ​​The Contract Templates have a "Department Review" signature block on the last page for the individual responsible for entering into the agreement to sign.
  2. Contract Templates that have any Significant Changes made to them must be sent to Risk Management and Insurance for review.
  3. All Outside Party contracts must be sent to Risk Management and Insurance for review.
  4. Review by other University Departments that may be impacted by the contract may be required and can extend the time required for the review process.
  5. Please allow at least 2 weeks turnaround time for contract review.
Signature authority is limited to the President, Vice Presidents, Assistant and Associate Vice Presidents, and Risk Management. In addition, Designated Authorized Signators are authorized to sign unaltered University Contract Templates up to $10,000 ($25,000 for Facilities Services and Office of the University Architect) in accordance with the Designated Authorized Signators document. The signature of one of these officers or administrators is required on any contract binding the University.

Generally contracts should be signed by the VP whose area has authority over the type of service or product. For example, technology, software licensing, maintenance, service, data sharing, and other IT related agreements would be signed by the Chief Information Officer. 

To the fullest extent permitted by law, the University accepts electronic signatures on contracts as legally binding and equivalent to a handwritten signature to signify an agreement.
                         
The University has established three levels of signature authority and approval that govern the execution of contracts on behalf of Trinity University. 
Any contracts entered into with values up to $10,000 may be signed by  the President, respective Vice President, Chief Information Officer, Assistant or Associate Vice Presidents, Chief Human Resources Officer, or Director or Associate Director for Risk Management and Insurance.

In addition, Designated Authorized Signators are authorized to sign unaltered University Contract Templates that have no Significant Changes up to $10,000 ($25,000 for Facilities Services and Office of the University Architect).
Contracts with values in excess of $10,000 up to $100,000 may only be signed by the President, respective Vice President, or Assistant or Associate Vice Presidents. Risk Management and Insurance will obtain the appropriate signature and return a copy of the contract to you.
Contracts with values in excess of $100,000 may only be signed by the Vice President for Finance and Administration, the Associate Vice President for Finance and Administration, or the President. Risk Management and Insurance will obtain the signature and return a copy of the contract to you.
The University requires certain levels of insurance coverage for Outside Parties entering into a contract  with Trinity University. For a list of recommendedquired insurance limits please see EIIA Insurance Guidelines for Contracts or consult Risk Management. Outside Parties should attest to such coverage requirements by providing a Certificate of Insurance (COI) that endorses Trinity University as an "Additional Insured" prior to beginning work.

Sample COI.pdf
The Certificate Holder on the COI must be listed as: 
Trinity University 
One Trinity Place 
San Antonio, TX 78212

Please submit Certificates of Insurance to Risk Management prior to beginning work.
 
  • If an Outside Party does not have Commercial General Liability insurance, they may be able to purchase an individual General Liability and Participant Accident Protection for Special Events from Francis L. Dean Associates, Inc. This company is not required and is only provided as a convenience for Outside Parties wishing to contract with Trinity University.
  • If an Outside Party has their own insurance, departments or the individual(s) entering into the contracts are responsible for ensuring that Certificates of Insurance are received from the Outside Party and for forwarding them to Risk Management and Insurance for file maintenance.
Fully executed agreements and Certificates of Insurance must be returned to Risk Management and Insurance for maintenance in the contract repository in accordance with the recordkeeping requirements of the Record Retention Policy.
Performance Evaluation

Consequences of Policy Violation:

Failure to comply with this Policy may result in disciplinary action up to and including termination.
Terms & Definitions

Terms and Definitions:

Term:

Definition:


There is little (less than 10%) or no risk of injuries to persons, disruption, or damage to University property. Outside Party will be accompanied by Trinity University employee(s).

Adding, deleting or modifying portions of the University Contract Template.
Revision Management

Revision History Log:

Revision #:

Date:

Recorded By:

v4.0
10/15/2021 9:16 AM
Gary Logan
v3.0
1/31/2021 5:39 AM
Gary Logan
v2.0
10/8/2020 11:41 AM
Gary Logan
v1.0
8/2/2019 11:44 AM
Jennifer Gilmore Adamo
 

Vice President Approval:

Enter Vice President(s) that are responsible for approving this document

Name:

Title:

Gary Logan
Vice President for Finance & Administration