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Contracting & The PCard. Ernette Leslie, UA Contracting Procurement & Contracting Services University Services Annex, 6 th Floor Tucson, AZ 85721 (520) 626-3919 or (520) 621-0779. Overview. Define a Contract “ An ENFORCEABLE AGREEMENT ”
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Contracting&The PCard Ernette Leslie, UA Contracting Procurement & Contracting Services University Services Annex, 6th Floor Tucson, AZ 85721 (520) 626-3919 or (520) 621-0779
Overview • Define a Contract“An ENFORCEABLE AGREEMENT” • Enforceable meaning the courts can make you comply and the Agreement meaning both parties signify consent.
ABC’s of Contracting • Not all people can contract-Must have parties with the capacity to bind (only those authorized by President Shelton or his designee can contract on behalf of the University); • The objective, goal and agreement must be legal and not forbidden (various terms and conditions, we as a state institution cannot legally agree to); • Contract may be in any form-no specific form required (i.e. shrink wrap license, order form).
Elements of a Contract • Must be legal; • Must have the capacity to bind; • There must be an offer; • There must be an acceptance (counteroffer); • There must be consideration (can’t be illegal & must have legal value)
FORMS OF CONTRACTS • Unilateral • Bilateral • Oral • Written
Risks and Liability Involved • When one of the requirements for contracting for the University isn’t met, what are the risks and who becomes responsible? • What happens if an individual signs a contact without proper delegation? • Can an individual assume this risk on behalf of the University?
Using the PCard with Contracts • Internet Purchases with PCard that require ‘I agree’ or ‘I disagree’ • Contracts must be reviewed by contracting BEFORE the PCard is used for payment • Contracting Office requests a two week lead time on complex contracts (i.e. Large events) • Cannot use State or Sponsored accounts with PCard Plus • Maximum tip allowed for PCard purchase is 20%
What are the standard contract language requirements? • Contracting Party - The Contracting party for the University is the Arizona Board of Regents on behalf of The University of Arizona; • Interest Rate - 10% simple per annum is the maximum rate allowed by AZ law; • Law to Govern - As a state agency, the University cannot agree to be bound by another state or country's law; Arizona law must govern; • Indemnification - it is illegal for an Arizona state agency to indemnify or hold another party harmless from liability (Arizona Attorney General's Opinion No. 67-36-L);
Cont’d • Insurance - As an Arizona state agency, the University participates in the Arizona State Risk Management self-insurance program as provided under A.R.S. § 41-621. We do not additionally insure other parties. • Confidentiality - The University can agree to hold confidential material provided by another party (provided such material is marked as confidential) for a period of 3 years following termination of the Agreement. All fully executed University Contracts are public record and cannot be held confidential. • Penalty - The University cannot agree to pay penalties for early cancellation or for any other reasons (A.R.S. § 35-154);
Cont’d • Attorneys' Fees - The Legislature does not allocate funding for payment of another party's attorneys' fees; we can agree to pay all "court-awarded" attorneys' fees; • Unions - As a state agency, the University is not permitted to contract with or be bound by union rules, regulations or jurisdiction. • Right to terminate - The University needs the option to cancel a contract prior to it's term - usually by giving the other party 30 days prior written notice;
Cont’d • Limitation of Actions - The University as an Arizona state agency is exempt from the Statute of Limitations; • Perpetuity - The University cannot enter into perpetual contracts; • Non-refundable Deposits - The University cannot agree to pay a non-refundable deposit. A deposit can be used to fulfill payment obligations for which the University is owing for goods or services received. • Software infringement - The University cannot agree to incur software infringement liability of software provided by another party;
Cont’d • Audit - If the Contract is for the furnishing of goods or services, within the meaning of A.R.S. § 35-214, all books, accounts, reports and records relating to the Agreement shall be subject to inspection and audit by the University for five years after completion of the Agreement; • The following clauses are to be incorporated into all contracts: a) Nondiscrimination b) Arbitration c) Conflict of Interest d) State Obligation e) Audit f) Sudan-Iran
Catering Policy & PCard Plus • Procurement and Contracting Services has defined the term catering as a caterer who is responsible for all preparation, delivery, setup, serving, clean up and removal of food at any University event. • PCard Plus users must comply with this policy in it’s entirety.