1. UNTHSC Office of Contract Administration UNT System Office of General Counsel July 10, 2012 UNT Health Contract Training

2. Agenda 1.Introductions 2.Overview of all areas involved in contracts 3.Contract Basics 4.Contract Flow (Areas of Responsibility) 5.Contract Liaison Responsibilities 6.Delegated Authority 7.Summary & Review of Routing Processes

3. The University of North Texas System Board of Regents Rules (“Regents Rules”) govern legal review of contracts and agreements. This Contract Training Presentation is intended to supplement UNT System policies, regulations and the Contracting Handbook.

4. Training Facilitators INTRODUCTIONS

5. Introductions Office of Contract Administration  Lane Nestman – Director  Christine East – Contract Administrator  Patrice Victor – Contract Administrator Office of General Counsel  Alan Stucky  Jenny Urquhart  Lindsey Bartula

6. Overview AREAS INVOLVED IN CONTRACTS

7.  Department Contract Liaison establishes and maintains communication about business contracts for mutual understanding and cooperation. UNT Health Department

8.  The Contracting Organization enters into business contracts with UNTHSC and makes them enforceable obligations of both parties. Contracting Organization Contracting Organization

9.  BSC Purchasing is responsible for compliance with established purchasing guidelines, Texas procurement requirements, and Requisition-to-Purchase Order Processing. BSC Purchasing

10. Contract Admin.  The Office of Contract Administration facilitates business contract processing, routing and administration for the UNTHSC. Office of Contract Administration (OCA)

11.  The Office of General Counsel represents the UNT System and its Component Institutions, in all legal matters and approves contracts only as to legal sufficiency. Office of General Counsel (OGC) Office of General Counsel

12.  UNTHSC Signatories have delegated authority to approve and execute business contracts. Execution of contracts creates contractual obligations for UNTHSC. UNTHSC Signatories

13. Teamwork = Contract

14. Definitions CONTRACT BASICS

15. What is a Contract? A contract is more than words on a piece of paper… It’s how we conduct business.

16.  By definition, a contract is an agreement between two parties usually to exchange goods or services.  Treat any written document setting out mutual promises or obligations as a contract. What is a Contract?

17.  All contracts entered into by the System or an Institution must be in writing, approved and executed by individuals with appropriate authority to bind the UNT System or Institutions, regardless of whether the contract requires legal review. What is a Contract?

18. Contract Flow AREAS OF RESPONSIBILITIES

19. Let’s follow the flow of the contract…

21. Department Responsibilities  Negotiates the business terms of the contract with the Contracting Organization.  Ensures that UNTHSC can perform the obligations set forth in the contract.  Prepares contract for routing once the contract has been drafted, reviewed and approved at the department level.

22. Department Responsibilities  Completes UNT Health Routing Slip.  Prepares at least two (2) originals of the contract for signature.  Obtains necessary department approvals:  Chair/Director signature  Contract Liaison/UNT Health CFO signature

23. UNT Health Routing Slip OCA generates this number. Upload to requisition in ePro

24. UNT Health Routing Slip

25. Review and Recommendation Signatures “I have reviewed the attached agreement or contract and recommend entering into this agreement as written. In addition, I can confirm that we do have available resources to fulfill all of the obligations contained in this agreement or contract, and it is within the mission of the department or area of responsibility. I feel this agreement or contract is a proper activity to enter into, that it will be beneficial to UNTHSC, and complies with UNTHSC policies.”

26. UNT Health Routing Slip

27. If your contract has an expenditure, submit the contract and completed UNT Health Routing Slip electronically to BSC Purchasing with an EIS requisition for review and processing. REMINDER

28. Department Responsibilities  Routes the contracts, Routing Slip, any applicable exhibits & addendums and if applicable, any special instructions for routing or execution to OCA for further processing.

29. OCA Responsibilities  Reviews the Routing Slip to ensure all required information has been provided and signs the Routing Slip.  Briefly reviews contract terms and the signature lines on the contract.  Assigns the HSC Contract Number  Creates a record in the UNTHSC contract DB.

30. OCA Responsibilities  Routes the contract, Routing Slip, any applicable exhibits & addendums and if applicable, any prior contracts to OGC via email for legal review.

31. OGC Responsibilities  Reviews the contract to ensure that it is legally sufficient.  If contract meets all legal requirements, OGC indicates approval on UNTHSC Routing Slip.  If contract does not meet legal requirements, OGC provides legal advice regarding the specific issues.

32. OGC Responsibilities

33. HIPAAHIPAA  Stark/Anti-KickbackStark/Anti-Kickback  DebarmentDebarment  Healthcare Legal Issues

34. Standard Agreements  Standard Agreements are form contracts that have been pre-approved by OGC and require no further legal review in the routing and approval process.  Standard Agreements are designed to facilitate a department’s contracting process when there is a repeated need or use for the same agreement form.

35. Contracting Handbook  The University of North Texas System Office of General Counsel (OGC) provides the Contracting Handbook, which includes important information, explains basic legal terms and concepts, has forms, checklists, and other tips to help individuals.  Available online at OGC webpage: http://untsystem.unt.edu/generalcounsel/ http://untsystem.unt.edu/generalcounsel/

36. Contract ChecklistContract Checklist  State Contracting RequirementsState Contracting Requirements  Delegated AuthorityDelegated Authority  Contracting Handbook

38. OCA Responsibilities  Upon receipt of documents from OGC, OCA prepares the contracts for routing.  Routes the documents to the next signatory on the Routing Slip.  Updates the UNTHSC contract database at each step to reflect the current status of the contract.

39. UNTHSC Signatories  Sign the Routing Slip and/or the contract.  Delegated Authority to approve and execute UNT Health contracts, including contracts for the provision of medical services on behalf of UNTHSC:  Executive Vice President of Clinical Affairs and Business Development and President/CEO of UNT Health or his/her designee and the Vice President for Finance and CFO or his/her designee. *

40. UNTHSC Signatories  NOTE: If you are not one of the individuals with signature authority, don’t sign on behalf of the University. It is a violation of the Regents Rules if you do, and you could be held personally liable for the contract.  A contract that is not approved in accordance with this Regents Rule is void.

41.  UNT Health contracts with a monetary value of $100,000 or more are routed to the UNT Health Board Chair for review and approval signature on the Routing Slip. UNT HEALTH CONTRACTS UNTHSC Signatories

42. UNT Health Routing Slip

43. OCA Responsibilities  Upon receipt of documents from UNTHSC Signatories, OCA updates the UNTHSC contract database.  If all of the HSC signatures on the Routing Slip and original contracts have been completed but the Contracting Organization signature has NOT been completed, OCA returns original contracts to department.

44. Department Responsibilities  The department Contact Person or Contract Liaison is responsible for obtaining signatures from the Contracting Organization.  DO NOT SEND THE ROUTING SLIP OR ANY COMMENTS OR ADVICE FROM THE OGC TO ANY THIRD PARTIES WHEN NEGOTIATING OR CORRESPONDING.

45. Contracting Organization  Signs both contract originals.  Returns one executed, original of the contract to UNTHSC.

46. Department Responsibilities  Maintains copy of executed contract.  Returns an executed, original of the contract to OCA for the UNTHSC contract file.  Monitors for proper performance of the contract and renewal/termination dates.

47. OCA Responsibilities  Scans all executed contracts to maintain the electronic record of UNTHSC business contracts.  Serves as the repository of all original, fully executed, hardcopy contracts.  If applicable, provides a copy of the executed contract to BSC Purchasing in order to facilitate processing the requisition into a Purchase Order.

48. Teamwork = Contract

49. Contract Routing General Time Lines  Standard or Template Agreements with no Substantive Changes:  typically reviewed, signed by UNTHSC signatories and returned to the Initiating Department within 7-10 days.  Other Contracts  typically reviewed, revised (if necessary), signed by UNTHSC signatories and returned to the Initiating Department within 14 days.

50. Responsibilities CONTRACT LIAISON

51. Contract Liaison Responsibilities Reviews Contract, coordinates negotiation of Contract if necessary. Obtains necessary department approvals. Forwards Contract to Appropriate Office for Review, Routing and Approval. Ensures contract compliance.

52.  Monitor the performance of the Contracting Organization to ensure they are performing as required by the contract.  UNTHSC is also a party to the contract and it is just as critical that we meet all obligations too. Contract Compliance/Monitoring

53.  Amend, renew or terminate contracts when necessary  Amendments, renewals or terminations must be processed in the same manner as the Original Contracts. Contract Compliance/Monitoring

54. Compliance/Monitoring  Be sure to calendar deadlines and other important dates to ensure timely contract renewals/terminations.

55. Signatures on contracts DELEGATED AUTHORITY

56. Delegated Authority  UNT System Board of Regents (BOR) has authority to contract on behalf of the System/Institutions pursuant to Texas Education Code § 105.108.  The BOR delegates the authority to negotiate, execute, and approve contracts.

57. Delegated Authority FY 12 UNT System Board of Regents (BOR) Approves contracts valued over $1,000,000. UNT System Chancellor Approves and signs contracts valued at more than $500,000. UNTHSC President Approves and signs contracts valued at $500,000 or less.

58. Delegated Authority on UNT Health Contracts FY 11-12 UNTHSC President Executive Vice President of Clinical Affairs & Business Development, President/Chief Executive Officer of UNT Health Vice President for Finance & Chief Financial Officer

59. Summary & Review ROUTING PROCESSES

60. Contract Routing & Execution  Use available resources to help draft, review and route business contracts.  Do not sign contracts if you do not have signature authority.  Ask questions if you need help.

61. Common Problems When Routing Contracts  Routing Slip is not submitted with the contract.  Contract Liaison has not signed Routing Slip.  Supporting documentation is not attached.  Routing Slip/contract not submitted with requisition.

62. Speeding up the Routing Process  Plan and allow time for processing & routing contracts.  Ensure proper approvals have been obtained.  Have all documentation attached at the beginning of the routing process.  Make sure all financial issues are resolved.  Walk contract through to obtain all signatures.

63. Questions?

64. Contact: Office of General Counsel  Dallas Office  1901 Main Street, Suite 216, Dallas, TX 75201 Phone: (214) 752-5970  Denton Office  1155 Union Circle, #310907, Denton, TX 76203-5017 Phone: (940) 565-2717  Website: http://untsystem.unt.edu/generalcounsel/http://untsystem.unt.edu/generalcounsel/

65. Contact: BSC Purchasing  Business Service Center 1112 Dallas Drive, Suite 400 Denton, TX 76205 Phone: (940) 369- 5500 Toll-Free: (855) 868-4357 Email: purchasing@untsystem.edupurchasing@untsystem.edu Website: www.bsc.untsystem.eduwww.bsc.untsystem.edu

66. Contact: Office of Contract Administration  3500 Camp Bowie Boulevard,  Fort Worth, TX 76107 Phone: (817) 735-2945 Email: contractadmin@unthsc.educontractadmin@unthsc.edu Website: www.hsc.unt.edu/sites/OfficeofContractAdministration/ EAD 830