U. T. System
Contracts 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/purchas
This Presentation
Focuses On . . .
• Steps 2 – 5 of Business Procedure
Memorandum (BPM) 48, “Processing of
Contracts”; and
• The “OGC Contract Review Procedures.”
Review and Processing of
Contracts
Regents’ Rules and Regulations, Series 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%202004%2
012%2010%2001.doc
Types of Contracts
• Unmodified Standard Contracts
• Special Procedure Contracts
• General Procedure Contracts
Definition - 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/contract/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 a
Standard 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 a
Standard 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
accordance with a relevant
Business Procedure
Memorandum (BPM), checklist,
or guideline.
http://www.utsystem.edu/ogc/smallcontracts/specialcontract.cfm
Special Procedure
Contracts
Examples include contracts
for:
• Software development
• Space Leases
• Construction
• Consulting Services
http://www.utsystem.edu/ogc/smallcontracts/specialcontract.cfm
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 BPM,
checklist or guideline), or
(2) a Standard Contract with no substantive
modifications.
http://www.utsystem.edu/ogc/smallcontracts/sccklist.html
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 BPM / 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 BPM, 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/purchas/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 Business
Procedures
Memoranda (BPM)
and completed
checklists or forms
required by a BPM
or otherwise.
(See Sections 5 and 8 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 statutorilyrequired 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
• BPM 48
• Contract Review
Procedures
• General Procedure
Contract Checklist