Document Number:
RISK-0007
Policy Owner:
Risk Management
Revision #:
v4.2
Status:
Approved

General Description

Policy Summary:

Contracts that legally obligate Trinity University (the “University”) or confer a benefit or convey title may only be signed by individuals to whom the authority to sign such a contract has been given in compliance with this policy and University Board resolutions. In addition, certain contracts, as identified in this Policy, require the additional approval of the University Board of Trustees before authorizing signature.

Purpose:

This policy defines the general parameters through which a University Contract may be created, the general requirements for University review and approval of a University Contract, and who in the University is authorized to execute University Contracts.
 

Scope:

This policy applies to all contracts entered into on behalf of the University.
 

Exceptions:

Certain agreements may require approval by the Board of Trustees as outlined in the  University's Bylaws

Such agreements typically include, but are not limited to:
 
  • Contracts that exceed financial thresholds set forth by the Board.
  • Agreements involving significant real estate transactions.
  • Commitments that materially impact the University’s long-term strategic objectives or financial stability.

When an agreement falls within these categories, it must be reviewed and approved by the Board of Trustees or its designated committee before execution. The Responsible Contracting Officer (RCO) should coordinate with the Office of General Counsel and the Office of the President to ensure compliance with these requirements.

Contracts requiring Board approval will not proceed through the standard review and execution process until such approval is obtained and documented.
 

Responsible Department:

  • Risk Management

Policy Content

For purposes of this policy, a University Contract is defined as an agreement intended to have a binding legal effect between two or more parties, one of which is the University or any of its departments or divisions. 
 
This requires a common understanding among the parties regarding the essential terms, mutual obligations, and legal consideration – meaning that something of value is exchanged.

The title of the specific document is not essential or determinate. “Contract” is a general term that can include, but is not limited to:
 
  1. purchase and/or rental agreements for goods and services;
  2. memoranda/letters of understanding or cooperation;
  3. agreements that set terms for acceptance of gifts;
  4. a sale, lease, or donation of University goods or services;
  5. liability waivers;
  6. settlement agreements;
  7. licenses;
  8. affiliation agreements;
  9. nondisclosure agreements;
  10. assignment of the right of a person, group, or agency to use the University's name, logo, or resources;
  11. construction contracts and related change orders;
  12. grants, sponsored programs, proposals, and awards; and
  13. agreements - whether written or verbal - intended to have a binding effect.

This is a non-exhaustive list of examples.

In addition to the University’s Bylaws, this Policy governs the roles with the authority to bind the University contractually. The levels of authority outlined in this Policy should also be read in concert with any requirements outlined in the University’s Purchasing Policy , Overhead Expense Policy Contacts with Legal Counsel  and any other relevant University policies.

A Responsible Contracting Officer (RCO) is an individual within the University who aims to establish contractual relationships between the University and third parties/suppliers. Typically, the RCO oversees the contract's progression through the review process. RCOs must ensure that individuals in the roles identified in the Contract Signature Authority Matrix sign any contract binding on the University.
 

 
  1. All University events are subject to the  See Also: Facility Use Policy . For additional information, please visit the Event Review Committee web page.
  2. Contracts can be signed only by an authorized Contract Signature Authority, as defined in the Contract Signature Authority Matrix.
  3. The performance of work, ordering of goods, contracting services, or other activities related to a contract must begin after the contract's review, approval, and signing as outlined in this Policy unless authorized by the relevant Signature Authority.
  4. Before choosing a Supplier, RCOs must consult the Office of Risk Management to determine whether existing contracts are in place with the identified Supplier.  
  5. Before choosing a Supplier, RCOs must review the University’s Purchasing Policy and Conflict of Interest Policy.
  6. All contracts must identify Trinity University as the contracting party. Individual schools, academic units, departments, offices, student organizations, and/or individuals may not be named as parties to the agreement but may be referenced in the body of the contract. The official Trinity University address is:

Trinity University
One Trinity Place
San Antonio, Texas 78212

 
  1. No contract may be executed by individuals with Contract Signature Authority on behalf of the University without undergoing a review and approval process that adheres to this Policy. This process must be overseen by an RCO, who is accountable for ensuring compliance with all requirements:  
    1. the necessary review and approval have been completed and appropriately documented;
    2. the contract language is accurate, complete, reflects the parties’ negotiations, and is sufficiently clear so that the University’s obligations are easily understood;
    3. the contract is fiscally prudent and meets programmatic needs and University mission and operational requirements;
    4. the contract is in the best interests of the University;
    5. the requesting department or unit can furnish services, materials, funds, or other resources to carry out the University’s obligations of the contract;
    6. risks have been identified and effectively managed or mitigated;
    7. the terms of the contract, as well as the context within which it was initiated and negotiated, conform to the University’s  Conflict of Interest Policy  and all other University policies and procedures and applicable local, state, and federal laws;
    8. specialized review has been conducted when relevant, such as that performed by the Office of General Counsel, Office of Risk Management, Office of Information Technology, Strategic Communications and Marketing, University Finance Office, Controller’s Office, Office of Sponsored Research, and Human Resources.
  2. 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.

Trinity University has recognized three (3) distinct categories of contracts:
 
  1. Single Purchase/Charge Contracts (SPCC) (e.g., one-time events, product purchase);
  2. Recurring Purchase/Charge Contracts (RPCC) (e.g., software subscription, ongoing services, Master Service Agreements (MSA’s); and
  3. No Purchase/Charge Contracts (NPCC) (e.g., Non-Disclosure Agreements (NDAs), Memorandum of Understanding (MOUs), Memorandum of Agreement (MOAs) and complimentary service agreements.
Trinity University Template Contracting Forms:

University Contract Template Agreements:
Without Changes – Agreements based on Trinity University's template submitted for review without alterations to the original language will benefit from an expedited review and approval process. We appreciate your attention to maintaining the integrity of the template, which helps facilitate a more efficient review timeline.

With Substantive Changes – Agreements based on a Trinity University template agreement that contain substantive changes are automatically routed to the Office of General Counsel and Office of Risk Management for review and approval before being forwarded to the final signature authority to execute documents on behalf of the University.

Master Services Agreements (MSAs)
Once an MSA is fully executed, it remains in effect until terminated by either Party. A Statement of Work (SOW) is required for each Supplier engagement thereafter.  

Memorandum of Understanding (MOU)/ Memorandum of Agreement (MOA) – Vice President approval is required before automated routing to Legal for approval.

Trinity University Confidentiality and Non-Disclosure Agreements (NDAs)
 
Contracts for Technology, Software, or when University Data is Shared with, stored by, or Accessible by a Supplier:
All contracts for technology, software, or when University data is shared with, stored by, or accessible by a Supplier must follow this process:
  1. Before entering into a contract, Submit the Technology Solutions Intake Form  (formerly the Security Risk Assessment Form) for ITS review and approval.
  2. If University data is accessible by, shared with, or stored by a Supplier, request that the Supplier 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 a Supplier, request that the Supplier sign Trinity’s Confidentiality Agreement.
Electronic "click-through" Terms and Conditions may be legally enforceable and considered a contract. Please complete the above process before utilizing any such services.
 
University Contract Template Agreements
 
Trinity University has developed the following contract templates with the Office of General Counsel and Educational and Institutional Insurance Administrators Inc. (EIIA), the University's property and casualty insurance consortium. These templates should be used whenever possible when entering agreements with Suppliers.

The contract templates include essential language that protects and minimizes the risk exposure for Trinity University and its employees involved in contractual agreements, provided that no changes are made.

The contract review process will be expedited if the University's templates are used without making any Substantive Changes (as defined in the terms and definitions section of this Policy).
At the end of the University Template Agreements, there is a "Department Review" signature block intended for the individual(s) responsible for executing the agreement to sign.
 
Master Services Agreement Templates
Trinity's Master Services Agreement (MSA) templates shall remain effective until terminated. Once an MSA is completed, only a Statement of Work is needed for each Supplier engagement.

Please check with Risk Management to verify that a Supplier has an MSA and a current/valid Certificate of Insurance on file.

**Please submit a current/valid Certificate of Insurance (See Step 3) and Contract
Template signed by the Supplier for review by Risk Management by logging into your Workday Strategic Sourcing account and completing the appropriate Contract Intake Form (SPCC, RPCC, or NPCC). **

Risk Management will obtain the appropriate Authorized Signature (See Step 5) on your behalf.
 
Registered Student Organizations Templates
For use for one-time events by Registered Student Organizations only.
 For use by Registered Student Organizations only. For virtual services.
 For use with Licensees that will be used as needed on a recurring basis by Registered Student Organizations.
 For use when a Master License Agreement Relating to Services Provided to Student Organization is on file.
 
For use by Registered Student Organizations each time a Licensee will be on campus for a partisan political event.
 
Academic and Administrative Departments and University-Sponsored Student Organizations (USO) Templates
 
For use when entering into an Agreement that involves private health information (PHI).
  For use when University data is accessible by, shared with, or stored by a Supplier or their subcontractors, agents or if Outside Parties will have access to the University's network.
 For use for one-time consulting services.
 For use with consultants that may be used as needed on a recurring basis.
 For use when a Consulting Master Services Agreement (MSA) is on file.
 For use with entertainers and performers that will provide services on campus.
  For use with freelancers that may be used as needed on a recurring basis.
 For use when a Freelancer Master Services Agreement (MSA) is on file.
 
  • HECVAT Template.xlsx (Higher Education Community Vendor Assessment Toolkit) and SOC 2 Report:
  • Required to be provided to ITS by all RCOs when University data will be accessible by, shared with, or stored by a Supplier or their subcontractors, agents, or if Suppliers will have access to the University's network. ITS must review and approve HECVATs and SOC 2 Reports before entering into a contract.
For use by Facilities Services for contractors that may be used as needed on a recurring basis for single system work or consulting, minor construction (no blueprints, no subcontractors), repairs, etc., or for other use in consultation with Risk Management.
 For use when a Master Services Agreement for Single System Work or Consulting (MSA) is on file.
 For use for in-person speaking events.For use for virtual speaking events.For use with Speaking engagements held at Trinity that have been approved by SCM to be streamed.
 For use by Human Resources or in consultation with HR for staffing agencies that may be used as needed on a recurring basis.
 For use by Human Resources or in consultation with HR when a Staffing Master Services Agreement (MSA) is on file.
 This is for use by academic and administrative departments and University-Sponsored Student Organizations for vendor fairs such as Career Fairs and other educational/information fairs.
 For use with vendors that may be used as needed on a recurring basis.
 For use when a Vendor Master Services Agreement (MSA) is on file.
 This is for use with vendors who are Trinity-supervised and provide low-risk services, deliveries, and set-ups that may be used as needed on a recurring basis.
 For use when a Vendor Low-Risk Master Services Agreement is on file.
 
Supplier (Third Party) Contracts
 
Supplier-prepared contracts can be complicated to amend, slowing down the review and negotiation process. Departments should conduct negotiations based on the Office of the General Counsel and Risk Management recommendations.
If a supplier declines to use one of the University’s Contract Templates, the Responsible Contracting Officer (RCO) must consider alternative suppliers. However, if the RCO decides to continue working with that specific Supplier, the Office of the General Counsel and the Office of Risk Management will review the Supplier's contract and provide recommendations.
To submit the Supplier’s contract and Certificate of Insurance, please login to your Workday Strategic Sourcing account and complete the Contract Intake Form (SPCC, RPCC, or NPCC). Risk Management will obtain the necessary authorized signature.
Due to the complexity of these agreements, RCOs must allow at least twenty-one (21) business days to review Supplier Contracts. The timeline may be extended if further legal reviews or departmental consultations are necessary. Thank you for your understanding.

 

Step 2A - Initial Review: Responsible Contracting Officer (RCO)

Contracts can be specifically tailored to specific departments or technologies, making the individual who negotiated with the supplier uniquely positioned to evaluate whether the terms and details correspond to the agreements established. Accordingly, it is essential that all contracts—whether they adhere to an established University Contract Template or are derived from a Supplier’s Contract—undergo an initial review by the Responsible Contracting Officer (RCO). This officer serves as the representative for the department or division responsible for negotiating the business terms of the agreement on behalf of the university.

Step 2B - Submit the Agreement and Certificate of Insurance (if applicable) through Workday Strategic Sourcing

All contracts, including the University Contract Template or Supplier Contract, along with any necessary Certificates of Insurance, must be submitted for approval according to this policy. They should be submitted in Workday Strategic Sourcing for review. RCOs or their designee(s) must login to  their Workday Strategic Sourcing account and complete the appropriate Contract Intake Form (SPCC, RPCC, or NPCC). For assistance, visit Workday Help and search for Requesting a Contract Intake. The process for creating new supplier requests remains the same. Login to Workday, click “Create Supplier Request,” and fill in the required details. The Business Office will review and approve requests, after which the supplier will be available for future contracts.

Contract Review Timeline by Agreement Type

University Template Agreements without Substantive Changes: These agreements contain standard contractual language vetted by the Office of General Counsel and the Office of Risk Management. They ensure efficient processing times and review within seven (7) business days.

University Template Agreements with Substantive Changes: These agreements require additional review and consultation, as they contain substantial modifications from the standard contractual language approved by the Office of General Counsel and the Office of Risk Management. As a result, these agreements require up to ten (10) business days for processing.

Supplier (Third Party) Contracts: Supplier-provided contractual agreements have new terms and definitions that require a thorough business and legal review. This review must be coordinated between the Office of General Counsel, Risk Management, the Responsible Contracting Office (RCO) presenting the agreement for review, the Supplier, and the Supplier's Counsel. Due to the involvement of multiple parties in these reviews, processing Supplier Contracts can take up to twenty-one (21) business days.

Please note that the timelines discussed above are only initiated when agreements are submitted through the Workday Strategic Sourcing system, as described above.

Institutional partners who fail to submit agreements according to the prescribed procedures may be subject to disciplinary action, up to and including termination.

The University requires certain levels of insurance coverage for Suppliers entering into a contract with Trinity University.

For recommended insurance limits, please see INSURANCE-GUIDELINES-FOR-CONTRACTS 4-2023.pdf or consult Risk Management.

Suppliers should attest to such coverage requirements by providing a Certificate of Insurance (COI) on an Acord 25 form that endorses Trinity University as an "Additional Insured" and contains the Certificate Holder information below before 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 COIs to Risk Management for review when you submit the Contract for review by logging in to your Workday Strategic Sourcing account and completing the appropriate Contract Intake Form (SPCC, RPCC, or NPCC) before beginning work.
 
  • If a Supplier 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. The use of this company is optional and provided solely for the convenience of Suppliers wishing to contract with Trinity University.

If a Supplier has their own insurance, the RCOs entering into the contracts are responsible for ensuring that COIs are received from the Supplier and submitting them to Risk Management and Insurance for file maintenance

Approval
All contracts should be submitted through Workday Strategic Sourcing for approval before the commencement of goods or services.  Stakeholder review/approval may also be required. All University Contract Template Agreements with Substantive Changes, Supplier (Third Party) Agreements, and Memorandum of Understanding (MOU)/Memorandum of Agreement (MOA) will automatically be routed to the Office of General Counsel for legal approval. Memorandums of Understanding and Memorandums of Agreement require the Vice President's approval before the Office of General Counsel’s approval.

Execution
An authorized University representative must sign contracts. Only those individual roles expressly identified in the Contract Signature Authority Matrix may execute contracts on behalf of the University. Most individuals requesting to enter into a contract are not authorized to sign contracts. Before signing any contract on behalf of the University, you must ensure that you are authorized to do so.  All employees are expected to comply with the provisions of this policy, and all contracts should be reduced to writing. All parties involved in the contract must receive a fully executed copy before work or payment begins.

The University has established four levels of signature authority and approval that govern the execution of contracts on behalf of Trinity University, as specified in the Contract Signature Authority Matrix.
  • Tier 1: Up to $25,000
  • Tier 2: Up to $50,000
  • Tier 3: Up to $100,000
  • Tier 4: $100,000 and above
Generally, signature authority is limited to:
  • University President
  • Executive Leadership Team Members
  • Associate and Assistant Vice Presidents
  • Associate and Assistant Provosts
  • Associate and Director of Risk Management
Once the contract is in Active status, you can create a requisition to purchase goods or services associated with it.

Login to  Workday, navigate to "Create Requisition," and refer to the knowledge article "Create Requisition to Purchase Goods/Services" for detailed guidance on completing the requisition request.

If you have further questions about creating a requisition, please submit a case in Workday Help and select the Invoices/ Requisitions case type.
 
Distribution
The Responsible Contracting Officer (RCO) must ensure the fully executed contract is:
  1. Uploaded to Workday Strategic Sourcing for centralized recordkeeping.
  2. Shared with the Supplier or external party.
  3. Distributed internally to stakeholders who require the agreement for operational or compliance purposes.
The RCO must maintain the original or appropriate copy of a fully executed contract and support documentation of review and approval per the University Records Retention Policy. The department or division that initiated the contract is also responsible for maintaining copies of such agreements in its files.

In addition, fully executed contractual agreements and COIs will be stored in Workday Strategic Sourcing and must be retained according to the recordkeeping requirements of the Record Retention Policy.                  
 

Performance Evaluation

Consequences of Policy Violation:

Failure to enforce the requirements outlined in this Policy may expose the University to financial loss, legal actions, and claims of breach of contract or default. Further, the University does not recognize contracts signed by University employees or agents as binding on the University unless the employee is an authorized Contract Signature Authority. Employees who execute a contract without authority properly delegated according to the Contract Signature Authority Matrix may be personally liable under the contract and may be subject to University disciplinary action, up to and including termination of employment.

 

Terms & Definitions

Terms and Definitions:

Term:

Definition:
Certificate of Insurance (COI) A certificate of insurance (COI) is an Acord 25 document that verifies a business or individual's insurance coverage.
Exceptions to ChartwellsForm A form to be completed for requests for food and drinks not provided by Chartwells
Execute or Sign For purposes of this policy, the term “Execute” or “Sign,” as related to a University Contract, means to act concerning a University Contract with the intent to bind the University legally. Actions may include but are not limited to signing a written document, by hand or electronically, submitting a purchase order, clicking online terms or accepting or purchasing a product subject to online terms, accepting products that contain “shrink-wrap” terms, or engaging in any other process logically associated with a University Contract with the intent to Sign or symbolize acceptance of the record or in any manner which may bind the University or any of its departments or divisions to the University Contract.
Executive Leadership Team(ELT)
The Executive Leadership Team consists of all senior university administrators who report directly to the President of the University, including the Provost, Vice President for Alumni Relations and Development, Vice President for Enrollment Management, Vice President for Finance and Administration, Vice President for People, Culture, and Community, Vice President for Strategic Communications and Marketing, Vice President for Student Affairs, General Counsel and Chief of Staff.
Low-Risk There is little (less than 10%) or no risk of injuries to persons, disruption, or damage to University property. Supplier will be accompanied by Trinity University employee(s).
No Purchase/Charge Contract(NPCC) Contracts with no purchase/charges (Includes Non-Disclosure Agreements, Memorandum of Understanding (MOU), Memorandum of Agreement (MOA), and agreements related to complimentary services).
RecurringPurchase/ChargeContract(RPCC) Contracts that involve multiple or recurring payments/charges (e.g.
software subscription, ongoing services, MSAs).
Responsible Contracting Officer (RCO) A responsible contracting officer is an individual in an academic department, administrative department, or institutional division who has the authority to negotiate agreements on behalf of the University.
Substantive Change  Adding, deleting, or modifying portions of a University Contract Template.
Single Purchase/Charge Contract (SPCC) Contracts that involve a single payment or purchase/charge (e.g., one-time events, product purchase)
Supplier A "supplier" is an external individual, company, or organization that provides goods or services to the university as a vendor.
Technology Solutions Intake Form To be completed for all contracts that involve Technology, Software, or when University Data is Shared With, Stored By, or Accessible by a Supplier.
Third-Party For the Contracts Policy and Procedures Policy, a third-party refers to any individual, entity, or organization outside of Trinity University with whom a responsible contracting officer negotiates a contract, memorandum of understanding (MOU), or memorandum of agreement (MOA) on behalf of Trinity University.
University Contract A University Contract is an agreement intended to have a binding legal effect between two or more parties, including the University or any divisions. 

Attachments

Attachments:

Related Documents

Related Content:

Exceptions to Chartwells Form
Technology Solutions Intake Form
Workday Strategic Sourcing Video
Francis L Dean Associates, Inc.
Events Review Committee web page/resources




 

Revision Management

Revision History Log:

Revision #:

Date:

Recorded By:
v4.2 1/9/2025 2:01 PM Pamela Mota
v4.1 1/31/2024 1:50 PM Jennifer Gilmore Adamo
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:

Name:

Title:
Mark Detterick Vice President for Finance and Administration