For contracts conforming to the requirements of the Office of General Counsel (OGC), the Board has delegated the authority to sign certain contracts on behalf of the Board, to:
(1) each institution's President; and
(2) the UT System's Chancellor, Executive Vice Chancellor for Business Affairs, and Vice Chancellor and General Counsel.
OGC requires that contracts be reviewed in accordance with the following OGC Contract Review Procedures, before being signed. These procedures help you evaluate contracts that will be signed on behalf of the Board.
Note: If you use a standard form contract previously approved by OGC to document your agreement, you will not use these procedures unless you or the other party to the contract makes or requests changes to the standard form contract. To search for a OGC Standard Contract, go to the OGC Standard Contracts web page.
These procedures are a way for us to provide you with general information about your contract. These procedures cannot provide specific legal advice for any particular situation. Do not rely on this information as a substitute for obtaining legal advice from OGC, or your institution's attorney, if you need it.
If these procedures do not require that your contract be reviewed by OGC, your use of these procedures means that you have complied with our requirements for review of your contract; however, it does not mean that we have "approved" your contract in the same way we would approve a contract we had actually seen. If you feel these procedures are not adequate for your needs, please feel free to consult with us directly.
Step One
Review the Special Procedure Contracts list to determine whether your contract has "special" processing procedures. If your contract is listed on the Special Procedure Contracts list, then comply with the "special" processing procedures identified for your contract.
If the Special Procedure Contracts list states that your contract does not require OGC review or approval, then only follow the "special" processing procedures for your contract as stated in the Special Procedure Contracts list instead of using these OGC Contract Review Procedures. Otherwise, comply with both the "special" processing procedures for your contract as stated in the Special Procedure Contracts list as well as these OGC Contract Review Procedures.
If your contract is not listed on the Special Procedure Contracts list, then proceed to Step Two.
Step Two
Review the General Procedure Contract Checklist to become familiar with the problems you will be looking for in your contract.
Step Three
Read your contract, keeping these potential problems in mind.
Step Four
Note sections likely to need attention.
Step Five
Answer the questions in the Checklist based on your reading of the contract. Click "submit" for an analysis of your responses to the Checklist and related recommendations.
Step Six
Carefully read the Checklist recommendations and revise your contract to integrate the recommendations into your contract. Print a copy of the recommendations and keep the copy in your file.
The copy of the Checklist recommendations will be helpful when conferring with us and when describing to either (1) your President (or designee), or (2) the Chancellor (or designee), or (3) the Executive Vice Chancellor for Business Affairs (or designee), or (4) Vice Chancellor and General Counsel (or designee) any deviations from the Checklist recommendations and the circumstances justifying approval or signature in spite of those deviations.
Step Seven
Negotiate the recommended changes with the other parties to the contract. The recommendations are based on good contracting principles and specific guidelines from Regental policy. None of the recommendations are unreasonable and all should be acceptable to most parties. The Checklist provides a link to additional information about certain contract clauses that you may find helpful in your negotiations with vendors.
As a rule, always try to obtain the other party's agreement to terms that are recommended by the Checklist. If there are extenuating circumstances that might justify a deviation from the Checklist recommendations, it may be appropriate to agree to provisions that would ordinarily be unacceptable (non-conforming provisions).
Step Eight
Locate the OGC "threshold review amount" for your institution below:
$250,000
UT Permian Basin
$1,000,000
UT Arlington
UT Dallas
UT El Paso
UT Rio Grande Valley
UT San Antonio
UT Stephen F. Austin
UT System Administration
UT Tyler (For UT Tyler hospital operations contracts, as defined in BOR Rule 10501, the threshold for OGC review is $2,500,000.)
$5,000,000
UT Austin
UT Health Science Center - Houston
UT Health Science Center - San Antonio
UT MD Anderson Cancer Center
UT Medical Branch - Galveston
UT Southwestern Medical Center
If the estimated value of your contract is equal to or greater than the "threshold review amount" for your institution, proceed to Step Nine.
If the estimated value of your contract is less than the "threshold review amount" for your institution and your contract has been reviewed in accordance with your institution's policies and procedures, then you are not required to submit your contract to OGC for further review and this Step Eight is the final required step of these OGC Contract Review Procedures.
If your contract contains nonconforming provisions and you believe the nonconforming provisions of your contract are reasonable and appropriate under the circumstances particular to your contract, you may submit the contract for signature by the person at your institution with authority to sign that contract so long as you submit the contract under cover of a transmittal letter that (1) notes any nonconforming provisions, and (2) lists the circumstances that justify signing the contract on behalf of the Board, despite the nonconforming provisions.
If, on the other hand, you are not able to negotiate the contract changes recommended by the Checklist and you or your institution determines that the nonconforming changes are not reasonable and appropriate under the circumstances (or if you or your institution have any other concerns with the contract), you may request that OGC assist you with your contract by proceeding to Step Nine.
Step Nine
Forward your contract to OGC for further review by including (1) a completed copy of the OGC Contract Intake Form, (2) a copy of the General Procedure Contract Checklist recommendations that you generated during Step Five, and (3) a revised copy of your contract that includes all the changes recommended by the General Procedure Contract checklist that you were able to successfully negotiate.
OGC will review your contract to identify legal issues. OGC may also bring to your attention business issues for you to consider. You are ultimately responsible for ensuring that all terms and conditions of your contract are clear, accurate, complete, and will satisfy your business needs.
After OGC has issued a memo approving the legal aspects of your contract, proceed to Step Ten.
Step Ten
Make any changes to your contract required by the OGC approval memo.
Verify that the business terms and conditions of your contract are clear, accurate, and complete.
Submit the following documentation to the person at your institution with authority to sign the contract: (1) a transmittal letter that (a) documents your approval of the contract (b) notes any nonconforming provisions, and (c) lists the circumstances that justify his or her approval of the contract on behalf of the Board despite the nonconforming provisions, (2) a copy of your final contract, (3) a copy of the OGC memo approving the legal aspects of your contract, and (4) a copy of any other required contract approvals.
Please direct questions or comments regarding this page to Scott Patterson.
