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

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

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

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

● 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

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

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

NOTE: All UCF contracts are entered into as “University of Central Florida, on behalf of its Board of Trustees” Reason: Per F.S. Section (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 (a) Each board of trustees constitutes the contracting agent of the university

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 and an official UCF Signature Authority Policy; please see policy number This and other UCF policies can be found at:

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!

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

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

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.

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

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 Phone: (407) Fax: (407)