Sec. 1 Purpose
This policy summarizes the Regents’ Rules and Regulations and other procedures and practices applicable to the processing of contracts.
Sec. 2 Principles
Each University of Texas System institution and System Administration shall process contracts in accordance with this policy.
Sec. 3 Internal Review and Approval
System Administration and each institution have established internal review and approval procedures for their contracts. Each must process contracts in accordance with this policy only after complying with all applicable laws and regulations required for procurement of the contract and completing all internal review and approval procedures applicable to the contract.
Sec. 4 Contract Processing Procedures
Step 1: System Information Technology Approvals Required Before Legal Review.
If the contract relates to a Systemwide (regardless of contract value) or multi-institution (contract value in excess of $1 million) use of computer software, cloud computing services, computer hardware, or other information system components, forward the contract to the System Administration’s chief information officer for review and approval. After this approval is obtained, proceed to Step 2. If the contract does not relate to the above, then proceed directly to Step 2.
Step 2: Determine if Contract is on Standard Contract Form.
Review the OGC Standard Contracts list to determine if the contract is on a Standard Contract form. If a Standard Contract form is not being used or if a Standard Contract form is being used but the form has been substantively modified or changed, proceed to Step 3. (Changes to the names of parties, amount of consideration, date, and term in a standard contract are examples of “non-substantive changes.”)
If the contract is for System Administration or is Systemwide and is on a Standard Contract form that has not been substantively modified or changed, proceed to the System Administration and Systemwide Contracts section of Step 6.
If the contract is for an academic or health institution and is on a Standard Contract form that has not been substantively modified or changed and the contract does not require approval by the Board of Regents (see Rule 10501 of the Regents’ Rules and Regulations), the contract does not need to be submitted to System Administration for review or approval. Proceed to Step 8.
If the contract is for an academic or health institution and is on a Standard Contract form that has not been substantively modified or changed and requires approval by the Board (see Rule 10501), proceed to Step 6.
Step 3: Determine if Contract is a Special Procedure Contract.
Review the OGC Special Procedure Contracts list and determine whether the contract has “special” processing procedures.
If the contract does not have “special” processing procedures, proceed to Step 4.
If the contract is one of the categories of special procedure contracts identified in the OGC Special Procedure Contracts list, follow the “special” processing procedures designated in that category on the list. If the “special” procedures for that category expressly state that OGC review is not required, proceed to Step 6 upon completion of the “special” procedures.
However, if the “special” procedures for that category do not expressly state that OGC review is not required, proceed to Step 5 upon completion of the “special” procedures.
Step 4: Determine Value of Contract and OGC Review Threshold.
The value of the contract must be determined in accordance with Rule 10501.
In accordance with Section 1.9 of Rule 10501, the Executive Vice Chancellor for Business Affairs and the Vice Chancellor and General Counsel, have established OGC Review Thresholds that trigger mandatory OGC review of each U.T. institution’s contracts. Such OGC Review Thresholds are identified in the Board Contract Approval Threshold Table attached to Rule 10501.
If the contract value is less than the OGC Review Threshold and has been reviewed by institution counsel under guidelines established by the institution, the contract does not require OGC review; however, the OGC Contract Review Procedures should be used. Click this link to the OGC Contract Review Procedures to begin the review process. Upon completion of the OGC Contract Review Procedures, proceed to Step 6.
If the contract requires OGC review, access the link to the OGC Contract Review Procedures to begin the review process. Upon completion of the OGC Contract Review Procedures, proceed to Step 5.
An institution may request an increase in its threshold by submitting a written request to the Executive Vice Chancellor for Business Affairs and the Vice Chancellor and General Counsel who may approve the increase, in whole or in part, if they determine that it is in the best interest of the institution and U.T. System.
Step 5: OGC Legal Review.
Forward the completed OGC Contract and Procurement Solicitation Intake Form, the OGC General Procedure Contract Checklist Recommendations that have been generated for the contract, and a revisedversion of the contract implementing those Recommendations to OGC for legal review. OGC will provide a written approval once it determines that the contract is legally sufficient. After such approval is obtained, proceed to Step 6.
If OGC legal review of a contract is required, a U.T. institution does not have authority to sign the contract until OGC has approved the contract for legal sufficiency (see Section 1.9 of Rule 10501).
Step 6: System Approvals Required After Legal Review.
Academic and Health Institutions. If the contract requires approval by the Board (see Rule 10501), forward the following to the appropriate System Administration Oversight Office (defined below) with oversight of the activity to which the contract relates in order to obtain that office’s review and approval: (1) the contract and (2) either (a) approval of OGC, if required under Step 5, or (b) the completed General Procedure Contract Checklist Recommendations along with a written memorandum noting all deviations, if any, from the checklist recommendations and listing the circumstances that the institution has determined justify execution of the contract despite the deviations. After the Oversight Office’s approval is obtained, proceed to Step 7.
Oversight Office.
(1) For academic institutions, the Oversight Office is the System Administration Office of Academic Affairs unless the contract relates to a college, school or activity under the purview of the Board of Regents’ Health Affairs Committee as set forth in Rule 10402, Sec. 1.8, of the Regents’ Rules and Regulations in which case it is the System Administration Office of Health Affairs.
(2) For health institutions, the Oversight Office is the System Administration Office of Health Affairs.
System Administration and Systemwide Contracts.
Unless authority has been delegated to a department by Rule 10501 or another rule within the Regents’ Rules and Regulations, the responsible System Administration department must complete the intake process into the System Administration Office of Contracts and Procurement’s Contract Lifecycle Management System, providing all required documents and approvals.
If the contract does not require approval by the Board, proceed to Step 8.
Step 7: Determine How the Contract Must Be Approved by the Board.
If the contract requires approval by the Board via its Consent Agenda, the institution or responsible System Administration department must refer to the System Consent Agenda Resource Guide to determine the proper consent agenda procedures for the contract.
If the contract requires Board approval by another method, the institution or responsible System Administration department must consult with the Board Office.
If the contract requires approval by the Board of Regents, it may not be signed before Board of Regents' approval is granted unless the contract contains an acceptable limitation such as the following statement:
This [Contract] is not effective until approved by the Board of Regents of The University of Texas System.
After Board approval has been obtained, proceed to Step 8.
Step 8: Execution of Contract.
Academic and Health Institutions. Forward the following items to the institution president or the person to whom the president has delegated authority to sign the contract: (1) the contract and (2) all the related approvals, including approval of the Board, if required, and either (a) approval of OGC, if required by Step 5, or (b) the completed General Procedure Contract Checklist Recommendations generated for the contract along with a memorandum noting all deviations, if any, from the checklist recommendations and listing the circumstances that the institution has determined justify execution of the contract despite the deviations.
System Administration and Systemwide Contracts.
(1) If the contract is on behalf of System Administration or is considered a Systemwide contract for purposes of this policy, the responsible System Administration department must work through the System Administration Office of Contracts and Procurement to obtain the appropriate signature(s), unless authority has been delegated to that department by Rule 10501 or another rule within the Regents’ Rules and Regulations.
(2) Responsible System Administration departments with delegated signature authority must provide the person with authority to sign the contract the following: (1) the contract, (2) all of the related approvals, including approval of the Board, if required, and either (a) approval by OGC, if required by Step 5, or (b) the completed the OGC General Procedure Contract Checklist Recommendations generated for the contract along with a written memorandum noting all deviations, if any, from the checklist recommendations and listing the circumstances that the department has determined justify execution of the contract despite the deviations, and (3) the completed Business Affairs Contract Processing Checklist.
(3) If the contract binds two or more institutions of the U.T. System (inclusive of System Administration), documented concurrence of the institutions being bound must be obtained prior to execution. Contracts having the potential to benefit more than one institution of the U. T. System for which participation is initiated voluntarily by the institution do not require documentation of concurrence.
Definitions
Contract – for purposes of this policy, contracts and agreements of any kind or nature, including offers, agreements, purchase orders, vouchers, binding letters of intent, memoranda of understanding, amendments, revisions, renewals and extensions, excluding contracts described in Sections 1.2.3 (UTIMCO) and 1.2.4 (Acceptance of Gifts) of Rule 10501 of the Regents’ Rules and Regulations.
OGC - U.T. System Administration Office of General Counsel.
OGC Special Procedure Contracts - those contracts and agreements listed on the Special Procedure Contracts-OGC web page.
OGC Standard Contracts - those contracts and agreements listed on the OGC Standard Contracts web page.
