U. T. SystemContracts Administration

Training

March 9, 2005

UT Purchasing Council Website

Note: Most of the information and resources identified in this presentation are available through the UT Purchasing Council website:

http://www.utsystem.edu/ogc/pc/homepage.htm

This Presentation Focuses On . . .

• Steps 2 – 5 of UT System Policy (UTS) 145, “Processing of Contracts”; and

• The “OGC Contract Review Procedures.”

Review and Processing of Contracts

Regents’ Rules and Regulations, Rule 10501, Section 2 provides that all authority to execute and deliver contracts, agreements, and other documents is subject to the special instructions or guidelines issued by:

• the Chancellor,• an Executive Vice Chancellor, or• the Vice Chancellor and General Counsel.

http://www.utsystem.edu/bor/rules/10000Series/10501.pdf

Types of Contracts

• Unmodified Standard Contracts

• Special Procedure Contracts

• General Procedure ContractsDefinition - A contract that is NOT a Special Procedure Contract or an unmodified Standard Contract is a General Procedure Contract.

Standard Contracts

Definition – A contract form pre-approved for use in a specific type of transaction.

Examples Include:• Affiliation Agreements• Interagency Contracts• Trademark Licenses

http://www.utsystem.edu/ogc/contracts/standard.htm

Unmodified Standard Contracts

If no substantive changes are made to a Standard Contract (you only “filled-in-the-blanks”), then OGC review is not necessary.

Examples: Changes in:• party names, • consideration amount, • effective date; or• contract term.

http://www.utsystem.edu/ogc/contract/standard.htm

Non-Substantive Change to aStandard Contract

RELEASE AND INDEMNIFICATION AGREEMENT FOR ADULTS

Participant: Elmer Fudd

Description of Activity or Trip:

Wabbit Rabbit Hunting

I, the above named participant, am eighteen years of age or older . . . . .

Substantive Change to aStandard Contract

RELEASE AND INDEMNIFICATION AGREEMENT FOR ADULTS

Participant: Wile E. Coyote

I hereby accept all risks to my health and of my injury or death, except for those caused by ACME Corporation products . . .

Special Procedure Contracts

Definition: Contracts with complicated/complex issues that -

• must be sent to OGC for review regardless of the dollar value of that contract, or

• must be processed in accord- ance with a relevant UT System Policy (UTS), checklist, or guideline.

http://www.utsystem.edu/ogc/contracts/specialcontracts.htm

Special Procedure Contracts

Examples include contracts for:• Software development • Space Leases• Construction • Consulting Services

http://www.utsystem.edu/ogc/contracts/specialcontracts.htm

Use of General Procedure Contract Checklist

UT institutions must use the General Procedure Contract Checklist to review and revise a contract (regardless of the contract’s dollar value or whether OGC review is required) unless if the contract is:

(1) a Special Procedure Contract (which is processed in accordance with a specific UTS, checklist or guideline), or

(2) a Standard Contract with no substantive modifications.

http://www.utsystem.edu/ogc/contracts/sccklist.htm

Issues Addressed by General Procedure Contract Checklist

• Purchasing• Form of

Agreement• Parties• Term• Consideration• Reps/Warranties• Insurance• Indemnities

• Remedies• Licenses:

Grant Scope

Modes of Access

Third Parties

Archival Rights

Beta Site

Software and Database Licenses

Review these licenses using both the General Procedure Contract Checklist AND the separate Software and Database License Checklist.

http://www.utsystem.edu/ogc/IntellectualProperty/dbckfrm1.htm

Software and Database Licenses

This is fairly straightforward - the General Procedure Contract Checklist will prompt you to access the Software and Database License Checklist. Additionally, the recommendations generated by both of the Checklists are coordinated.

OGC Review is Required for:

• General Procedure Contracts with a dollar value > $100,000 This includes Standard Contracts that

have been substantively modified.

• Special Procedure Contracts, if required by the relevant UTS / checklist / guideline.

• Any contract that you request OGC to review.

Before Submitting Contracts for OGC Review

• Review the Contract:

– General Procedure Contract Checklist (including the Software & Database License Checklist, if necessary)

– Special Procedure Contract: the relevant UTS, checklist, or guideline.

• Revise the Contract as required by such review.

Submitting Contracts for OGC Review

Forward the following items to OGC:↣ A completed Contract Intake Form with “SERVICE” items identified;

↣ If contract reviewed using the General Procedure Contract Checklist, a copy of the Checklist responses/recommendations;

↣ If a Special Procedure Contract, documents created during the applicable review; and

↣ A copy of the revised contract.

Contract Intake Form

A “CONTRACT INTAKE FORM” identifying all “SERVICE” items should accompany all contracts that are referred to OGC for review.

http://www.utsystem.edu/ogc/pc/Protected/Intake.doc

Service

Send OGC complete copies (including exhibits and attachments) of all proposed documents, preferably in electronic format (Word) for ease in editing.

(See Section 3 of Contract Intake Form)

Service

Enclose copies of all existing documents which are relevant to current transaction.

(See Sections 3, 4, 6, 7, and 9 of Contract Intake Form)

Service

Recite all pertinent background information, including what you are seeking to accomplish and who has reviewed the business terms of the documents.

(See Sections 2 and 8 of Contract Intake Form)

Service

Voice any specific questions, issues or risks that you have identified.

(See Sections 2, 3, 6, and 7 of Contract Intake Form)

Service

Identify contact person(s) (name, phone/fax number, email and mailing addresses) from whom OGC can obtain additional information or answers to questions.

(See Section 8 of Contract Intake Form)

Service

Confirm that you have complied with the requirements of applicable UT System Policy (UTS) and completed checklists or forms required by a UTS or otherwise.

(See Sections 5 and 9 of Contract Intake Form)

Service

Estimate your time frames and deadlines.

In the interest of helping OGC serve all of our clients better, please give OGC sufficient time to review and respond.

(See Section 1 of Contract Intake Form)

Prior to Signing Contract

If a contract requires approval by OGC, the contract may not be signed before an approval memo is obtained from OGC.

Prior to Signing Contract

If the contract requires approval by the Board, the contract may not be signed before such approval is granted unless contract contains the following statement:

“This [Contract] is not effective until approved by the Board of Regents of The University of Texas System.”

UT Purchasing Council Website Informational Materials

• “Required ADR: Do We Have To?” - explains the “dispute resolution” provisions in Chapter 2260, Gov. Code.

• “Required Contract Clauses Reference Materials” - explains other statutorily-required contract provisions

UT Purchasing Council Website Informational Materials

• Training Presentations

• OGC Bulletins

• Legal Resource Manual for Purchasers and Contract Administrators

UT Purchasing Council Website Resource Documents

• UTS145

• Contract Review Procedures

• General Procedure Contract Checklist