U. T. System Contracts Administration Training

U. T. SystemU. T. SystemContracts Administration Contracts Administration

TrainingTraining

March 9, 2005

UT Purchasing Council UT Purchasing Council WebsiteWebsite

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 This Presentation Focuses On . . . Focuses On . . .

• Steps 2 – 5 of Business Procedure Memorandum (BPM) 48, “Processing of Contracts”; and

• The “OGC Contract Review Procedures.”

Review and Processing of Review and Processing of ContractsContracts

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%2012%2010%2001.doc



Types of ContractsTypes 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 ContractsStandard 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 Unmodified Standard ContractsStandard 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 aNon-Substantive Change to aStandard ContractStandard 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 aSubstantive Change to aStandard ContractStandard 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 Special Procedure ContractsContracts

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 Special Procedure ContractsContracts

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

http://www.utsystem.edu/ogc/smallcontracts/specialcontract.cfm

Use of General Procedure Use of General Procedure Contract ChecklistContract 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 Issues Addressed by General Procedure Contract ChecklistProcedure 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 Software and Database LicensesLicenses

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 Software and Database LicensesLicenses

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: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 Before Submitting Contracts for OGC ReviewContracts for OGC Review

• ReviewReview the Contract:

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

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

• ReviseRevise the Contract as required by such review.

Submitting Contracts for Submitting Contracts for OGC ReviewOGC Review

Forward the following items to OGCForward 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 FormContract Intake Form

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

http://www.utsystem.edu/purchas/intake.doc

SServiceervice

SSend 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)

SSeervicervice

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

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

SeSerrvicevice

RRecite 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)

SerServviceice

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

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

ServServiicece

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


ServiServiccee

CConfirm 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)

ServicServicee

EEstimate 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.


Prior to Signing ContractPrior to Signing Contract

If a contract requires approval by If a contract requires approval by OGC, the contract may OGC, the contract may notnot be be signed before an approval memo signed before an approval memo is obtained from OGC.is obtained from OGC.

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

UT Purchasing Council WebsiteUT Purchasing Council Website Informational Materials 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 WebsiteUT Purchasing Council Website Informational Materials Informational Materials

• Training Presentations

• OGC Bulletins

• Legal Resource Manual for Purchasers and Contract Administrators

UT Purchasing Council Website UT Purchasing Council Website Resource DocumentsResource Documents

• BPM 48

• Contract Review Procedures

• General Procedure Contract Checklist