U. T. System Contracts Administration Training

1. U. T. SystemContracts Administration Training March 9, 2005

2. 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

3. This Presentation Focuses On . . . • Steps 2 – 5 of UT System Policy (UTS) 145, “Processing of Contracts”; and • The “OGC Contract Review Procedures.”

4. 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

5. 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.

6. 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

7. 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

8. 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 . . . . .

9. 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 . . .

10. 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

11. Special Procedure Contracts Examples include contracts for: • Software development • Space Leases • Construction • Consulting Services http://www.utsystem.edu/ogc/contracts/specialcontracts.htm

12. 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

13. Purchasing Form of Agreement Parties Term Consideration Reps/Warranties Insurance Indemnities Remedies Licenses: Grant Scope Modes of Access Third Parties Archival Rights Beta Site Issues Addressed by General Procedure Contract Checklist

14. 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

15. 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.

16. 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.

17. Before Submitting Contracts for OGC Review • Reviewthe 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.

18. Submitting Contracts for OGC Review Forward the following items to OGC: ↣A completedContract 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 revisedcontract.

19. 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

20. 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)

21. 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)

22. 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)

23. Service Voice any specific questions, issues or risks that you have identified. (See Sections 2, 3, 6, and 7 of Contract Intake Form)

24. 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)

25. Service Confirmthat 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)

26. 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)

27. 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.

28. 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.”

29. 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

30. UT Purchasing Council Website Informational Materials • Training Presentations • OGC Bulletins • Legal Resource Manual for Purchasers and Contract Administrators

31. UT Purchasing Council Website Resource Documents • UTS145 • Contract Review Procedures • General Procedure Contract Checklist